10-K

        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, 2001

                               OR

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

        For the transition period from _______________ to ________________

              Commission file number:       1-3390

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

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

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

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

   Securities registered pursuant to Section 12(b) of the Act:

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

   Securities registered pursuant of Section 12(g) of the Act:

                               None
                        (Title of class)

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

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

     The aggregate market value of 348,815 shares of voting stock
held by nonaffiliates on January 31, 2002 was approximately
$107,469,902, based on the closing price of $308.10 per share.
As of March 1, 2002, the number of shares of common stock
outstanding was 1,487,519.75.


               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 5, 6, 7, 7A
and 8 are incorporated by reference to the Registrant's Annual
Report to Stockholders furnished to the Commission pursuant to
Rule 14a-3(b).

     Part III, a part of item 10 and items 11, 12 and 13 are
incorporated by reference to the Registrant's definitive proxy
statement filed pursuant to Regulation 14A for the 2002 annual
meeting of stockholders (the "2002 Proxy Statement").



     This Form 10-K and its Exhibits (Form 10-K) contain forward-
looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, which may include 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 of the assumptions underlying or relating to any of
the foregoing statements and other statements which are other
than statements of historical fact.  These statements appear in a
number of places in this Form 10-K and include statements
regarding the intent, belief or current expectations of the
Company and its management with respect to (i) the cost and
timing of the completion of new or expanded facilities, (ii) the
Company's financing plans, (iii) the price of feed stocks and
other materials used by the Company, (iv) the sale price for pork
products from such operations, (v) the price for the Company's
products and services, (vi) the effect of the devaluation of the
Argentine peso, (vii) the effect of the changes to the produce
division operations on the consolidated financial statements of
the Company, (viii) the potential effect of the proposed U.S.
Farm Bill on the Company's Pork Division, (ix) the potential
impact of various environmental actions pending or threatened
against the Company or (x) other trends affecting the Company's
financial condition or results of operations.  Readers are
cautioned that any such forward-looking statements are not
guarantees of future performance and involve risks and
uncertainties, and that actual results may differ materially as a
result of various factors.  The accompanying information
contained in this Form 10-K, including without limitation, the
information under the headings "Management's Discussion and
Analysis of Financial Condition and Results of Operations",
identifies important factors which could cause such differences.



                             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 ("Registrant" or "Company"), is a diversified
international agribusiness and transportation company which is
primarily engaged domestically in pork production and processing,
and cargo shipping.  Overseas, the Company is primarily engaged
in commodity merchandising, flour and feed milling, sugar
production, and electric power generation.  See Item 1(c) (1)
(ii) below for a discussion of developments in specific segments.

     (b)  Financial Information about Industry Segments

     The information required by Item 1 relating to Industry
Segments is hereby incorporated by reference to Note 13 of
Registrant's Consolidated Financial Statements appearing on pages
47 through 50 of the Registrant's 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

     Registrant produces hogs and processes pork in the United
States and sells fresh pork to further processors, foodservice
and retail, primarily in the western half of the United States
and foreign markets.  Hogs produced at Company owned or leased
facilities as well as third-party hogs are primarily processed at
the Company's processing plant.

     Registrant operates an ocean liner service for containerized
cargo primarily between Florida and ports in the Caribbean Basin
and Central and South America, and also operates a cargo terminal
facility at the Port of Houston.

     Registrant markets grains, oilseeds and oilseed products in
bulk to affiliated companies and third party customers primarily
in Africa, the Caribbean, Central and South America, and the
Eastern Mediterranean.  Registrant operates its own bulk carriers
primarily in the Atlantic Basin to conduct a portion of its
commodity trading activities and charters third party bulk
carriers to conduct commodity trading activities and transport
bulk goods on behalf of third party customers.  Registrant, by
itself or through non-controlled affiliates, operates milling
businesses in Africa, the Caribbean and South America.

     Registrant operates two power generating facilities in the
Dominican Republic, and produces and refines sugarcane and
produces and processes citrus in Argentina.

     Registrant processes jalapeno peppers in Honduras.
Registrant also brokers shrimp for independent Honduran growers.
The majority of these products are transported using the
Registrant's shipping line and distribution facility in Miami,
Florida.  The Registrant, through a non-controlled affiliate,
produces wine in Bulgaria for distribution primarily throughout
Europe.

     The information required by Item 1 with respect to the
amount or percentage of total revenue contributed by any class of
similar products or services which account for 10% or more of
consolidated revenue in any of the last three fiscal years is
hereby incorporated by reference to Note 13 of Registrant's
Consolidated Financial Statements appearing on pages 47 through
50 of the Registrant's Annual Report to Stockholders furnished to
the Commission pursuant to rule 14a-3(b) and attached as Exhibit
13 to this report.

               (ii) Status of Product or Segment

     In May 2001, the Registrant completed construction of a feed
mill in Okeene, Oklahoma for the Pork Division.  In March 2001,
the Registrant terminated previously announced plans to commence
construction during 2001 of a second pork processing plant at a
location in Northeast Kansas.  In February 2002, the Company
announced plans to build a second processing plant in northern
Texas along with related plans to expand its vertically
integrated hog production facilities.  These plans are contingent
on obtaining necessary permits, commitments for a sufficient
quantity of hogs to operate the plant, and no statutory
impediments being imposed by the proposed farm bill currently
being debated in the U.S. Congress as discussed below.  The
Company also anticipates pursuing various contract grower
finishing arrangements.

     On February 12, 2002, the United States Senate passed a Farm
Bill, (S. Bill 1731), which includes a provision (the "Johnson
Amendment") which prohibits packers, such as the Company, from
owning or controlling livestock intended for slaughter for more
than 14 days prior to the slaughter. The Johnson Amendment also
contains a transition rule applicable to packers of pork
providing for an effective date which is 18 months after
enactment of the Act.  The U.S. House of Representatives also
passed a Farm Bill (H. Bill 2646), but this Bill does not include
the prohibition on packers owning or controlling livestock.  A
committee of Conferees, consisting of members of both the Senate
and the House, has been established to reconcile the differences
between the two Bills, including the Johnson Amendment.  If a
uniform Bill is agreed upon by the committee, the Farm Bill will
be voted upon by both the Senate and the House and, if enacted,
will be sent to the President for him to sign into law or to
veto.

     If the Farm Bill containing the Johnson Amendment becomes
law, it could have a material adverse effect on the Company, its
operations and its strategy of vertical integration in the pork
business.  Currently, the Company owns and operates production
facilities and owns swine and produces approximately three
million hogs per year with construction in progress for an
additional half million hogs per year.  If enacted, the Johnson
Amendment would prohibit the Company from owning or controlling
hogs, and thus would require the Company to divest these
operations, possibly at prices which are below the carrying value
of such assets on the Company's balance sheet, or otherwise
restructure its ownership and operation.

     The Johnson Amendment could also be construed as prohibiting
or restricting the Company from engaging in various contractual
arrangements with third party hog producers, such as traditional
contract finishing arrangements.  Accordingly, the Company's
ability to contract for the supply of hogs to its processing
facility may be significantly, negatively impacted.

     The Company, along with industry groups and other similarly
situated companies are vigorously lobbying against enactment of
the Johnson Amendment.

     The Registrant owns an Argentine company involved in sugar
and citrus operations.  In January 2002, the Argentine peso was
devalued resulting in a write-down in the net assets of this
Argentine company (see Note 12 of the Registrant's Consolidated
Financial Statements for further discussion).  The economy of
Argentina has been severely, negatively impacted by the
devaluation and the continuing recession.  The Registrant cannot
presently predict the effect the current conditions will have on
the Company's future business or financial position and results
of operations, but further devaluation will result in additional
asset write-downs.

     Through September 2001, the Registrant's power generating
facilities in the Dominican Republic sold 100% of their
production to a state-owned electric company.  Subsequent to
September 29, 2001, the Company began selling power directly to
the power distribution companies at spot market prices.  The
prices realized and ultimate profitability are now subject to the
effects of market conditions and competition.  In December 2001,
the Registrant sold a 10% minority interest in its power barge
placed in service during the fourth quarter of 2000.  As part of
the sale agreement, the buyer has the option to sell its interest
back to the Company at any time until December 31, 2004 for book
value at the time of sale.

     In the fourth quarter of 2001, Registrant ceased pickle,
pepper and shrimp farming operations and is considering various
strategic future alternatives for these operations and its shrimp
processing plant in Honduras.  Certain of these farms are
currently leased and operated by local farmers under short-term
agreements.

     In May 2001, the Registrant exchanged ownership interest in
a joint venture in Maine engaged in the production and processing
of salmon and other seafood products for shares of common stock
of Fjord Seafood ASA.

               (iii) Sources and Availability of Raw Materials

     None of Registrant'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

     The following names of the Registrant's businesses are
registered trademarks: Seaboard, Seaboard Farms and Seaboard
Marine.

     The Company's Power Division has a local environmental
permit and permits to operate power generation facilities in the
Dominican Republic.

     Part of the sales within the Registrant's Sugar and Citrus
segment are made under the Chango brand in Argentina.  Patents,
trademarks, franchises, licenses and concessions are not material
to any of Registrant's other segments.

               (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.  The
Registrant's other segments are not seasonally dependent to any
material extent.

               (vi) Practices Relating to Working Capital Items

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

               (vii) Depending on a Single Customer or Few Customers

     Registrant does not have sales to any one customer equal to
10% or more of Registrant's consolidated revenues.  The power
segment sells power in the Dominican Republic on the spot market
accessed by three local distribution companies, a state-owned
electric company, and limited other customers.  No other segments
have sales to a few customers which, if lost, would have a
material adverse effect on any such segment or on Registrant
taken as a whole.

               (viii)    Backlog

     Backlog is not material to Registrant's businesses.

               (ix) Government Contracts.

     No material portion of Registrant's business involves
government contracts.

               (x)  Competitive Conditions

     Competition in Registrant's pork segment comes from a
variety of national and regional producers and is based primarily
on product quality, customer service and price.  According to
recent trade publications, Registrant 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).

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

     The Registrant's sugar business faces significant
competition for sugar sales in the local Argentine market.  Sugar
prices in Argentina are higher than world markets due to current
Argentine government price protection policies.


     The Registrant's power division is located in the Dominican
Republic.  Power generated by this division is sold on the spot
market at prices primarily based on market conditions rather than
cost-based rates.

               (xi) Research and Development Activities

     Registrant does not engage in material research and
development activities.

               (xii) Environmental Compliance

     Registrant 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.  In the
next fiscal year, Registrant anticipates spending approximately
$2.5 million in order to ensure continued compliance with
applicable Federal, state and local environmental provisions with
respect to Registrant's Dorman Sow Farm.  No other significant
amounts are anticipated to be expended for these purposes,
including with respect to the items disclosed in Item 3.  Legal
Proceedings, except as incurred in the ordinary course of
business.

               (xiii)  Number of Persons Employed by Registrant

     As of December 31, 2001, Registrant, excluding non-
consolidated foreign affiliates, had 9,502 employees, of whom
5,574 were employed in the United States.

     (d)  Financial Information about Foreign and Domestic Operations and
          Export Sales

     The financial information required by Item 1 relating to
export sales is hereby incorporated by reference to Note 13 of
Registrant's Consolidated Financial Statements appearing on pages
47 through 50 of Registrant's Annual Report to Stockholders
furnished to the Commission pursuant to Rule 14a-3(b) and
attached as Exhibit 13 to this report.

     Registrant 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 the normal risks of doing business abroad, including
expropriation, confiscation, war, insurrection, civil strife and
revolution, currency inconvertibility and devaluation, and
currency exchange controls.  To minimize these risks, Registrant
has insured certain investments in its affiliate flour mills in
Democratic Republic of Congo, Ecuador, Haiti, Lesotho, Mozambique
and Zambia, to the extent deemed appropriate against certain of
these risks with the Overseas Private Investment Corporation, an
agency of the United States Government.

Item 2.  Properties

     (1)  Pork

     The Registrant owns a hog processing plant in Oklahoma with
a double shift capacity of approximately four and one-half
million hogs per year.  Hog production facilities currently
consist of a combination of owned and leased farrowing, nursery
and finishing units supporting 181,000 sows.  Registrant
currently operates six feed mills which have a combined capacity
to produce approximately 1,500,000 tons of feed annually to
support the hog production.  These facilities are located in
Oklahoma, Texas, Kansas and Colorado.

     (2)  Marine

     Registrant leases a 135,000 square foot warehouse and 70
acres of port terminal land and facilities in Florida which are
used in its containerized cargo operations.  Registrant owns
seven ocean cargo vessels with deadweights ranging from 2,813 to
14,545 metric tons.  Registrant timecharters, under short-term
agreements, between twelve and eighteen containerized ocean cargo
vessels with deadweights ranging from 2,600 to 17,511 metric-
tons.  Registrant also bareboat charters, under long-term lease
agreements, three containerized ocean cargo vessels with
deadweights ranging from 12,169 to 12,648 metric tons.
Registrant owns or leases approximately 30,000 dry, refrigerated
and specialized containers and related equipment.  Registrant
also leases a 62 acre cargo handling and terminal facility in
Houston including a 550,000 square foot warehouse and a 240,000
square foot facility with freezer storage and office space.

     (3)  Commodity Trading and Milling

     The Registrant owns in whole or in part milling operations
in 12 countries with capacity to mill over 6,600 metric tons of
wheat and maize per day.  In addition, Registrant has feed mill
capacity of 100 metric tons per hour to produce formula animal
feed. The milling operations located in Angola, Democratic
Republic of Congo, Ecuador, Guyana, Haiti, Kenya, Lesotho,
Mozambique, Nigeria, Republic of Congo, Sierra Leone 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.  The Registrant owns
seven 9,000 metric-ton deadweight dry bulk carriers and
timecharters, under short-term agreements, between five and ten
bulk carrier ocean vessels with dead weights ranging from 8,000
to 60,000 metric tons.

     (4)  Sugar and Citrus

     Registrant has a controlling interest in an Argentine
company which owns approximately 39,000 acres of planted
sugarcane and approximately 3,100 acres of planted citrus.  In
addition, this company owns a sugar mill with a capacity to
process approximately 170,000 metric tons of sugar per year.

     (5)  Power

     Registrant owns two floating power generating facilities,
with a combined rated capacity of 112 megawatts, both located in
Santo Domingo, Dominican Republic.

     (6)  Other

     Registrant owns a jalapeno pepper processing plant in
Honduras and leases 40,000 square feet of refrigerated space and
70,000 square feet of dry space in the Port of Miami for
warehousing produce products.

     Management believes that the Registrant's present facilities
are generally adequate and suitable for its current purposes.  In
general, facilities are fully utilized; however, seasonal
fluctuations in inventories and production may occur as a
reaction to market demands for certain products.  Certain foreign
milling operations may operate at less than full capacity due to
low demand related to poor consumer purchasing power.

Item 3.  Legal Proceedings

     The Company is subject to legal proceedings related to the
normal conduct of its business, including as a defendant in a
maritime arbitration claim more fully described in Note 11 of the
consolidated financial statements.


Sierra Club Claims

     On June 2, 2000, a Complaint was filed by the Sierra Club
against the Company, Seaboard Farms, Inc. and Shawnee Funding,
Limited Partnership in the United States District Court for the
Western District of Oklahoma, No. CIV -00-979-L, alleging
violations of the Clean Water Act ("CWA") at the Company's Dorman
Sow Farm in Beaver County, Oklahoma.  Sierra Club later amended
its complaint to add claims under the Comprehensive Environmental
Response Compensation & Liability Act ("CERCLA") and the Resource
Conservation and Recovery Act ("RCRA").  The Complaint seeks
declaratory and injunctive relief, civil penalties, and
attorneys' fees.

     The Complaint asserts violations of the CWA on account of
alleged discharges to waters of the United States, failure to
obtain a National Pollutant Discharge Elimination System
("NPDES") permit for a concentrated animal feeding operation
("CAFO"), failure to obtain a NPDES general permit for storm
water discharges associated with construction activities, and the
filling of wetland areas.  The Complaint also asserts violations
of CERCLA, on account of an alleged failure to report routine air
emissions of ammonia, and RCRA, on account of the alleged "open
dumping" of hog waste allegedly leaking from wastewater treatment
lagoons and the creation of an imminent and substantial
endangerment to human health and the environment as a result of
such alleged leaking.

     Sierra Club seeks the statutory maximum civil penalty of
$27,500 per day of violation for each alleged violation of the
CWA and CERCLA.  Sierra Club has asserted a claim for penalties
under RCRA, but RCRA does not authorize civil penalties for the
particular violations alleged.  In addition, Sierra Club seeks
injunctive relief, including a temporary shutdown of the farm
until it obtains an NPDES permit or, alternatively, improvements
to the farm's wastewater handling system.  Sierra Club also
requests attorney's fees, which the court could award in its
discretion in the event that Sierra Club is successful on the
merits.

     In addition to the lawsuit that has been filed with respect
to the Dorman Sow Farm, Sierra Club has alleged violations of
reporting requirements under CERCLA and The Emergency Planning
and Community Right-to-Know Act at other farms owned by Seaboard
Farms and has stated its intent to file suit concerning such
alleged violations.

     The Company believes it has meritorious defenses to all of
the claims of the Sierra Club but cannot predict with certainty
the outcome of the litigation.


EPA Claims Concerning Farms in Major County and Kingfisher
County, Oklahoma

     On June 7, 2001, the United States Environmental Protection
Agency, Region 6 ("EPA") issued an Emergency Administrative Order
(the "SDWA Order"), pursuant to Section 1431(a) of the Safe
Drinking Water Act, 42 U.S.C. Sec. 300i(a) (the "SDWA"), against
the Company's subsidiary, Seaboard Farms, Inc. ("Seaboard
Farms"), Shawnee Funding, Limited Partnership, and PIC
International Group, Inc. ("PIC") (collectively, "Respondents").
The SDWA Order alleges that the Respondents have violated the
SDWA, through the operation of five swine farms located in Major
County and Kingfisher County, Oklahoma, and the introduction of a
contaminant (nitrate) into groundwater, creating an imminent and
substantial risk of harm from contamination of domestic wells.
The SDWA Order requires Respondents to sample domestic wells
within a broad area potentially downgradient of the five farms
and to provide alternative domestic water supplies for users of
certain wells.  In the event the Respondents fail to comply with
the SDWA Order, the EPA may commence a civil action and can seek
a civil penalty of up to $15,000 per day, per violation.

     The Company does not believe the swine farms are the source
of elevated nitrates in groundwater.  Respondents jointly filed
petitions in the United States Court of Appeals for the Tenth
Circuit, asking the court to set aside, declare invalid, and/or
remand the SDWA Order and other actions by EPA on the grounds
that EPA's actions are arbitrary, capricious, an abuse of
discretion and otherwise not in accordance with law, and have
been taken without observance of procedures required by law.
Briefing in these cases has been stayed while the parties are in
settlement negotiations.

     Despite Respondents' dispute with EPA concerning the
validity of the SDWA Order, the Company is cooperating with EPA
and hopes to resolve the matter outside of litigation by agreeing
to conduct sampling of water and supplying alternative water
supplies to certain residences, and without the payment of any
civil penalty.  Pursuant to the requirements of the SDWA Order,
as subsequently modified by EPA, Respondents have conducted
sampling of all known domestic wells within the relevant area and
provided alternative water supplies to users of domestic wells at
which nitrate levels have tested above EPA's drinking water
standard.

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

     Although the Company disputes the validity of the RCRA Order
on grounds similar to those that support its challenge to the
SDWA Order, the Company is cooperating with EPA in the conduct of
an investigation to resolve EPA's concerns about potential
groundwater contamination.

     In addition to the farms identified in the SDWA and RCRA
Orders, EPA has identified additional farms in Major County and
Kingfisher County, Oklahoma, at which EPA believes groundwater
contamination may have occurred.  EPA has requested informally
that the Company investigate whether contamination has occurred,
and the Company is considering its response to this request.

     The farms that are the subject of the SDWA Order and the
RCRA Order, as well as the additional farms identified by EPA as
potential sources of groundwater contamination, were previously
owned by PIC.  PIC is presently providing indemnity and defense
of this matter, reserving its right to contest the obligation to
do so.  The Company does not believe there are valid grounds to
contest PIC's obligation to provide the indemnity and defense of
this matter.  One indemnity agreement with PIC is subject to a
$5,000,000 limit, but the Company believes that a more general
environmental indemnity agreement would require indemnification
of liability in excess of that amount.


Potential Additional EPA Claims

     EPA also has been conducting a broad-reaching investigation
of Seaboard Farms, seeking information as to compliance with the
CWA, CERCLA and the Clean Air Act.  Through Information Requests,
EPA has sought information concerning whether Seaboard Farms'
operations may be discharging pollutants to waters of the United
States in violation of the CWA, whether there has been unlawful
filling of "wetlands" within the jurisdiction of the CWA, whether
Seaboard Farms has properly reported emissions of hazardous
substances into the air, and whether some of its farms may be
emitting air pollutants at levels subject to Clean Air Act
permitting requirements.  EPA has advised the Company that it
will be seeking additional information and that it will be
alleging violations of law.  If EPA does allege such violations,
it may seek to require the Company or Seaboard Farms to obtain
requisite permits in order to engage in operations, in addition
to seeking civil penalties or other relief.

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

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


Executive Officers of Registrant

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

Name (Age)               Positions and Offices with Registrant and Affiliates

H. Harry Bresky (76)     Chairman of the Board, President and
                         Chief Executive Officer of Registrant;

                         President and Treasurer of Seaboard
                         Flour Corporation (SFC)

Steven J. Bresky (48)    Senior Vice President, International Operations

Robert L. Steer (42)     Senior Vice President, Treasurer and
                         Chief Financial Officer

David M. Becker (40)     Vice President, General Counsel and
                         Assistant Secretary

James L. Gutsch (48)     Vice President, Engineering

Rodney K. Brenneman (37) President, Seaboard Farms, Inc.

John Lynch (68)          President, Seaboard Marine Ltd.

     Mr. H. Harry Bresky has served as President and Chief
Executive Officer of Registrant since February 2001 and
previously as President of Registrant since 1967.  He has served
as President of SFC since 1987, and as Treasurer of SFC since
1973.  Mr. Bresky is the father of Steven J. Bresky.

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

     Mr. Steer has served as Senior Vice President, Treasurer and
Chief Financial Officer of Registrant since February 2001 and
previously as Vice President, Chief Financial Officer of
Registrant since April 1998 and as Vice President, Finance of
Registrant since April 1996.  He has been employed by the
Registrant since 1984.

     Mr. Becker has served as Vice President, General Counsel and
Assistant Secretary of Registrant since February 2001 and
previously as General Counsel and Assistant Secretary of
Registrant since April 1998 and as Assistant Secretary of
Registrant since May 1994.

     Mr. Gutsch has served as Vice President, Engineering of
Registrant since December 1998.  He has been employed by the
Registrant since 1984.

     Mr. Brenneman has served as President of Seaboard Farms,
Inc. since June 2001 and previously served as Senior Vice
President and Chief Financial Officer of Seaboard Farms, Inc.
since January 1997 and prior to that, Vice President of Finance
for Seaboard Farms, Inc. since January 1995.  Mr. Brenneman has
been employed with the Registrant or Seaboard Farms, Inc. since
1989.

     Mr. Lynch has served as President of Seaboard Marine, Ltd.
Since 1998 and previously as Vice President of Seaboard Marine
Ltd. since his employment in 1987.


                          PART II

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

     The information required by Item 5 is hereby incorporated by
reference to "Stock Listing" and "Quarterly Financial Data"
appearing on pages 52 and 8, respectively, of Registrant'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 is hereby incorporated by
reference to the "Summary of Selected Financial Data" appearing
on page 7 of Registrant'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 is hereby incorporated by
reference to "Management's Discussion and Analysis of Financial
Condition and Results of Operations" appearing on pages 9 through
22 of Registrant'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 is hereby incorporated
by reference to the material under the captions "Derivative
Instruments and Hedging Activities" within Note 1 of the
Registrant's Consolidated Financial Statements appearing on page
32, and to the material under the caption "Derivative
Information" within "Management's Discussion and Analysis of
Financial Condition and Results of Operations" appearing on pages
20 through 22 of the Registrant'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 is hereby incorporated by
reference to Registrant's "Quarterly Financial Data,"
"Independent Auditors' Report," "Consolidated Statements of
Earnings," "Consolidated Balance Sheets," "Consolidated
Statements of Stockholders' Equity," "Consolidated Statements of
Cash Flows" and "Notes to Consolidated Financial Statements"
appearing on pages 8 and 23 through 51 of Registrant'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.


                            PART III

Item 10.  Directors and Executive Officers of Registrant

Refer to "Executive Officers of Registrant" in Part I.

     Information required by this item relating to directors of
Registrant has been omitted since Registrant filed a definitive
proxy statement within 120 days after December 31, 2001, the
close of its fiscal year.  The information required by this item
relating to directors is incorporated by reference to "Item 1"
appearing on pages 3 and 4 of the 2002 Proxy statement.  The
information required by this item relating to late filings of
reports required under Section 16(a) of the Securities Exchange
Act of 1934 is incorporated by reference to "Section 16(a)
Beneficial Ownership Reporting Compliance" on page 12 of the
Registrant's 2002 Proxy Statement.

Item 11.  Executive Compensation

     This item has been omitted since Registrant filed a
definitive proxy statement within 120 days after
December 31, 2001, the close of its fiscal year.  The information
required by this item is incorporated by reference to "Executive
Compensation and Other Information," "Retirement Plans" and
"Compensation Committee Interlocks and Insider Participation"
appearing on pages 6 through 9 and 11 of the 2002 Proxy
Statement.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

     This item has been omitted since Registrant filed a
definitive proxy statement within 120 days after December 31,
2001, the close of its fiscal year.  The information required by
this item is incorporated by reference to "Principal
Stockholders" appearing on page 2 and "Election of Directors" on
pages 3 and 4 of the 2002 Proxy Statement.

Item 13.  Certain Relationships and Related Transactions

     This item has been omitted since Registrant filed a
definitive proxy statement within 120 days after
December 31, 2001, the close of its fiscal year.  The information
required by this item is incorporated by reference to
"Compensation Committee Interlocks and Insider Participation"
appearing on page 11 of the 2002 Proxy Statement.


                             PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

     (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.

               2.1 - Subscription Agreement by and between
               Seaboard Corporation, Fjord Seafood ASA, ContiSea,
               LCC, DRFF Corp., ContiGroup Companies, Inc. and
               Sabroso AS, dated March 16, 2001.  Incorporated by
               reference to Exhibit 2.1 of Registrant's Form 10-Q
               for the quarter ended June 30, 2001.

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

               3.2 - Registrant's By-laws, as amended.

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

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

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

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

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

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

            * 10.1 - Registrant's Executive Retirement Plan
               dated January 1, 1997.  The addenda have been
               omitted from the filing, but will be provided
               supplementary upon request of the Commission.
               Incorporated by reference to Exhibit 10.1 of
               Registrant's Annual Report on Form 10-K for the
               fiscal year ended December 31, 1997.

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

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

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

            * 10.5 - First Amendment to Registrant's Executive
               Retirement Plan as Amended and Restated
               January 1, 1997, dated February 28, 2001, amending
               Registrant's Executive Retirement Plan dated
               January 1, 1997 referenced as Exhibit 10.1.
               Incorporated by reference to Exhibit 10.6 of
               Registrant's Form 10-K for fiscal year ended
               December 31, 2000.

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

              10.7 - Registrant's Promissory Note dated
               January 25, 2002 from Seaboard Flour Corporation.

              10.8 - Registrant's Stock Pledge Agreement dated
               January 25, 2002 from Seaboard Flour Corporation.

              10.9 - Registrant's Promissory Note dated
               February 13, 2002 from Seaboard Flour Corporation.

              10.10 - Registrant's Lease Agreement dated
               August 11, 1994 with Shawnee Funding, Limited
               Partnership as amended by Amendment No. 1 dated
               August 9, 1995, by Amendment No. 2 dated
               December 19, 1995, and by Amendment No. 3 dated
               November 26, 1997.

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

               21 - List of subsidiaries.

*  Management contract or compensatory plan or arrangement.

     (b)  Reports on Form 8-K

      No reports on Form 8-K were filed by the Registrant during
the last quarter of the fiscal year covered by this report.


                           SIGNATURES

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

                      SEABOARD CORPORATION

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

Date: March 12, 2002                        Date: March 12, 2002


By /s/John A. Virgo
   John A. Virgo, Corporate Controller
   (principal accounting officer)

Date: March 12, 2002



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

By /s/H. Harry Bresky                       By  /s/J.E. Rodrigues
   H. Harry Bresky, Director and Chairman       J.E. Rodrigues, Director
   of the Board

Date: March 12, 2002                        Date: March 12, 2002


By /s/David A. Adamsen          By  /s/Thomas J. Shields
   David A. Adamsen, Director       Thomas J. Shields, Director

Date: March 12, 2002            Date: March 12, 2002


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

Date: March 12, 2002





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


                                                           Stockholders'
                                                        Annual Report Page
Independent Auditors' Report                                    23

Consolidated Balance Sheets as of December 31, 2001
 and December 31, 2000                                          24

Consolidated Statements of Earnings for the years
 ended December 31, 2001, December 31, 2000 and
 December 31, 1999                                              26

Consolidated Statements of Changes in Equity for the
 years ended December 31, 2001, December 31, 2000 and
 December 31, 1999                                              27

Consolidated Statements of Cash Flows for the years
 ended December 31, 2001, December 31, 2000 and
 December 31, 1999                                              28

Notes to Consolidated Financial Statements                      29

The foregoing are incorporated 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) the
Registrant'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; (b) the Registrant's and its other subsidiaries'
proportionate share of the total assets (after intercompany
eliminations) of such foreign affiliates do not exceed 20% of the
total assets as shown by the most recent consolidated balance
sheet; and (c) the Registrant'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 the Registrant 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, 2001, 2000 and 1999                        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.


                  INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
Seaboard Corporation:

Under  date  of  March 4, 2002, we reported on  the  consolidated
balance  sheets  of Seaboard Corporation and subsidiaries  as  of
December   31,  2001  and  2000,  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, 2001, as
contained in the December 31, 2001 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, 2001.  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.

                                   KPMG LLP

Kansas City, Missouri
March 4, 2002




                                                                                         Schedule II
                                                SEABOARD CORPORATION AND SUBSIDIARIES
                                                   Valuation and Qualifying Accounts
                                                             (In Thousands)



                                       Balance at      Provision     Write-offs net  Acquisitions   Balance at
                                    beginning of year     (1)        of recoveries   and Disposals  end of year
                                                                                     
Year ended December 31, 2001:
  Allowance for doubtful accounts      $  29,801          206            (9,436)               -    $   20,571
  Drydock accrual                      $   5,496        5,356            (4,800)               -    $    6,052

Year ended December 31, 2000:
  Allowance for doubtful accounts      $  29,075       12,276            (8,199)          (3,351)   $   29,801
  Drydock accrual                      $   5,444        4,051            (3,999)               -    $    5,496

Year ended December 31, 1999:
  Allowance for doubtful accounts      $  26,117        7,105            (4,147)               -    $   29,075
  Drydock accrual                      $   5,207        3,504            (3,267)               -    $    5,444



(1)   Allowance  for  doubtful  accounts  provisions  charged  to selling, general and administrative expenses;
   drydock provisions charged to cost of sales.

EX-3.2

                      SEABOARD CORPORATION

                        RESTATED BY-LAWS
                    (As of February 15, 2002)

                             OFFICES

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

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

                     STOCKHOLDERS' MEETINGS

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

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

          5.   Written notice of the annual meeting shall be served upon or
mailed  to  each  stockholder entitled to vote  thereat  at  such
address as appears on the books of the corporation, at least  ten
days prior to the meeting.

          6.   At least ten days before every election of directors, a
complete  list  of  the stockholders entitled  to  vote  at  said
election,  arranged in alphabetical order, with the residence  of
each  and  the  number of voting shares held by  each,  shall  be
prepared by the secretary.  Such list shall be open at the  place
where  the  election  is to be held for said  ten  days,  to  the
examination of any stockholder, and shall be produced and kept at
the time and place of election during the whole time thereof, and
subject to the inspection of any stockholder who may be present.

          7.   Special meetings of the stockholders for any purpose or
purposes,  unless  otherwise prescribed  by  statute  or  by  the
certificate of incorporation, may be called by the president  and
shall  be called by the president or secretary at the request  in
writing  of  a  majority of the board of  directors,  or  at  the
request in writing of three or more stockholders owning in amount
one  tenth of the entire capital stock of the corporation  issued
and  outstanding and entitled to vote.  Such request shall  state
the purpose or purposes of the proposed meeting.

          8.   Written notice of a special meeting of stockholders, stating
the  time and place and object thereof, shall be served  upon  or
mailed  to  each  stockholder entitled to vote  thereat  at  such
address as appears on the books of the corporation, at least  ten
days before such meeting.

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

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

          11.  When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in
person  or represented by proxy shall decide any question brought
before  such  meeting, unless the question is one upon  which  by
express  provision  of  the statutes or  of  the  certificate  of
incorporation or of these by-laws, a different vote  is  required
in which case such express provision shall govern and control the
decision of such question.

          12.  At any meeting of the stockholders every stockholder having
the  right  to  vote shall be entitled to vote in person,  or  by
proxy  appointed by an instrument in writing subscribed  by  such
stockholder and bearing a date not more than six months prior  to
said  meeting,  unless  said instrument  provides  for  a  longer
period.   Each stockholder shall have one vote for each share  of
stock having voting power, registered in his name on the books of
the  corporation,  and  except where the transfer  books  of  the
corporation  shall  have been closed or a date  shall  have  been
fixed  as a record date for the determination of its stockholders
entitled  to  vote, no share of stock shall be voted  on  at  any
election  of directors which shall have been transferred  on  the
books  of the corporation within twenty days next preceding  such
election of directors.

          13.  Whenever the vote of stockholders at a meeting thereof is
required  or  permitted  to  be  taken  in  connection  with  any
corporate  action  by any provisions of the statutes  or  of  the
certificate of incorporation or of these by-laws, the meeting and
vote   of  stockholders  may  be  dispensed  with,  if  all   the
stockholders who would have been entitled to vote upon the action
if  such  meeting  were held, shall consent in  writing  to  such
corporate action being taken.

                            DIRECTORS

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

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

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

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

                     COMMITTEES OF DIRECTORS

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

          19.  The board of directors may, by resolution or resolutions
passed  by  a  majority  of  the  whole  board,  designate  other
committees,  each committee to consist of three or  more  of  the
directors  of  the corporation, which to the extent  provided  in
said  resolution or resolutions, shall have and may exercise  the
powers  of  the  board  of directors in  the  management  of  the
business  and affairs of the corporation, and may have  power  to
authorize the seal of the corporation to be affixed to all papers
which  may  require it.  Such committee or committees shall  have
such  name  or names as may be determined from time  to  time  by
resolution adopted by the board of directors.

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

                    COMPENSATION OF DIRECTORS

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

          22.  Members of Executive or other committees may be allowed like
compensation for attending committee meetings.

                      MEETINGS OF THE BOARD

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

          24.  Regular meetings of the board may be held without notice at
such  time  and  place  either within or  without  the  State  of
Delaware as shall from time to time be determined by the board.

          25.  Special meetings of the board may be called by the president
on  two  days' notice to each director, either personally  or  by
mail  or  by  telegram; special meetings shall be called  by  the
president or secretary in like manner and on like notice  on  the
written request of two directors.

          26.  At all meetings of the board a majority of the entire board
shall be necessary and sufficient to constitute a quorum for  the
transaction  of  business  and the  act  of  a  majority  of  the
directors present at any meeting at which there is a quorum shall
be  the act of the board of directors, except as may be otherwise
specifically  provided  by  statute  or  by  the  certificate  of
incorporation  or  by these by-laws.  If a quorum  shall  not  be
present at any meeting of directors the directors present thereat
may  adjourn  the meeting from time to time without notice  other
than  announcement  at  the meeting,  until  a  quorum  shall  be
present.

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

                             NOTICES

          28.  Whenever under the provisions of the statutes or of the
certificate  of  incorporation or of  these  by-laws,  notice  is
required to be given to any director or stockholder, it shall not
be  construed  to mean personal notice, but such  notice  may  be
given  in  writing, by mail, by depositing the  same  in  a  post
office or letter box, in a post-paid sealed wrapper, addressed to
such  director or stockholder at such address as appears  on  the
books  of  the corporation, or, in default of other  address,  to
such  director or stockholder at the General Post Office  in  the
City of Wilmington, Delaware, and such notice shall be deemed  to
be given at the time when the same shall be thus mailed.

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

                            OFFICERS

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

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

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

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

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

                          THE PRESIDENT

          35.  The president shall be the chief executive officer of the
corporation; he shall preside at all meetings of the stockholders
and  directors,  shall  be ex oficio a  member  of  all  standing
committees,  shall  have  general and active  management  of  the
business  of the corporation, and shall see that all  orders  and
resolutions of the board are carried into effect.

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

                        VICE-PRESIDENTS

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

             THE SECRETARY AND ASSISTANT SECRETARIES

          38.  The secretary shall attend all sessions of the board and all
meetings of the stockholders and record all votes and the minutes
of  all  proceedings in a book to be kept for  that  purpose  and
shall  perform  like  duties  for the  standing  committees  when
required.   He  shall give, or cause to be given, notice  of  all
meetings of the stockholders and special meetings of the board of
directors,  and  shall  perform  such  other  duties  as  may  be
prescribed  by the board of directors or president,  under  whose
supervision he shall be.  He shall keep in safe custody the  seal
of  the corporation and, when authorized by the board, affix  the
same  to  any  instrument requiring it and, when so  affixed,  it
shall  be  attested by his signature or by the signature  of  the
treasurer or an assistant secretary.

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

             THE TREASURER AND ASSISTANT TREASURERS

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

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

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

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

                      CERTIFICATES OF STOCK

          44.  The certificates of stock of the corporation shall be
numbered and shall be entered in the books of the corporation  as
they are issued.  They shall exhibit the holder's name and number
of shares and shall be signed by the president and the treasurer.
If  any stock certificate is signed (1) by a transfer agent or an
assistant  transfer agent or (2) by a transfer  clerk  acting  on
behalf  of the corporation and a registrar, the signature of  any
such officer may be facsimile.

                       TRANSFERS OF STOCK

          45.  Upon surrender to the corporation or any transfer agent of
the  corporation  of a certificate for shares  duly  endorsed  or
accompanied  by  proper  evidence of  succession,  assignment  or
authority to transfer, it shall be the duty of the corporation to
issue  a  new certificate to the person entitled thereto,  cancel
the old certificate and record the transaction upon its books.

                    CLOSING OF TRANSFER BOOKS

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

                     REGISTERED STOCKHOLDERS

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

                        LOST CERTIFICATE

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

                            DIVIDENDS

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

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

                   DIRECTORS' ANNUAL STATEMENT

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

                             CHECKS

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

                           FISCAL YEAR

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

                              SEAL

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

                           AMENDMENTS

          55.  These by-laws may be altered or repealed at any regular
meeting  of  the  stockholders or at any special meeting  of  the
stockholders  at  which  a  quorum  is  present  or  represented,
provided notice of the proposed alteration or repeal be contained
in the notice of such special meeting, by the affirmative vote of
a  majority  of  the stock entitled to vote at such  meeting  and
present or represented thereat, or by the affirmative vote  of  a
majority of the board of directors at any regular meeting of  the
board  or  at any special meeting of the board if notice  of  the
proposed alteration or repeal be contained in the notice of  such
special meeting; provided, however, that no change of the time or
place of the meeting for the election of directors shall be  made
within sixty days next before the day on which such meeting is to
be  held,  and that in case of any change of such time or  place,
notice thereof shall be given to each stockholder in person or by
letter  mailed  to  his last known post office address  at  least
twenty days before the meeting is held.

                         INDEMNIFICATION

     56.   Mandatory  Indemnification of Officers and  Directors.
The  Corporation shall indemnify and reimburse each director  and
officer  of the Corporation, and each director and officer  of  a
subsidiary  whose  election or appointment it has  voted  for  or
expressly  approved, who is elected, appointed  or  continued  in
office  after February 22, 1993, for and against all  liabilities
and  expenses  imposed  upon or reasonably  incurred  by  him  in
connection with any action, suit or proceeding in which he may be
involved  or  with which he may be threatened by  reason  of  his
being or having been a director or officer of the Corporation  or
of  a  subsidiary  or his acts and omissions as such  officer  or
director  of  the Corporation or of a subsidiary.  The  right  of
indemnity  and  reimbursement of each such person shall  continue
whether or not he continues to be such director or officer at the
time such liabilities or expense are imposed upon or incurred  by
him and shall include, without being limited to, attorney's fees,
court costs, judgments and compromise settlements.  The right  of
reimbursement for liabilities and expenses so imposed or incurred
shall  include the right to receive such reimbursement in advance
of  the  final disposition of any such action, suit or proceeding
upon  the Corporation's receipt of an undertaking by or on behalf
of  such director or officer to repay such amount if it shall  be
ultimately  determined that he is not entitled to be  indemnified
by the Corporation pursuant to law or this paragraph.

     In  no  case  shall  such indemnification and  reimbursement
cover  (a)  liabilities  or  expenses  imposed  or  incurred   in
connection  with any matter as to which such director or  officer
shall be finally determined in such action, suit or proceeding to
be   liable  by  reason  of  his  having  been  derelict  in  the
performance  of  his  duty as such director or  officer,  or  (b)
amounts  paid to the Corporation or to a subsidiary and  expenses
incurred in connection with the proceeding or claim on account of
which such payment is made, unless such reimbursement is provided
for  in  compromise settlement approved in a manner described  in
clause (c) next following, or (c) liabilities or expenses imposed
or  incurred in connection with any matter which shall be settled
by   compromise  (including  settlement  by  consent  decree   or
judgment)  if under such compromise such director or  officer  is
required to make any payment, unless such compromise shall, after
notice that it involves such reimbursement, be approved as in the
best  interest  of  the  Corporation by  vote  of  the  board  of
directors  of the Corporation at a meeting in which  no  director
against  whom  any  action, suit or proceeding  on  the  same  or
similar  grounds  is then pending participates,  or  by  vote  or
written  approval of the holders of a majority of the  shares  of
stock  of the Corporation then outstanding and entitled to  vote,
for  this purpose not counting as outstanding any shares of stock
held  or  controlled  by  any such director  or  officer  of  the
Corporation  against whom any action, suit or proceeding  on  the
same  or similar grounds is then pending; provided, however, that
no  indemnification shall be made in respect of any claim,  issue
or  matter as to which such a person shall have been adjudged  to
be  liable for negligence or misconduct in the performance of his
or her duty to the Corporation unless and only to the extent that
the  Court of Chancery of the State of Delaware or the  court  in
which  such  action  or  suit was brought  shall  determine  upon
application  that, despite the adjudication of liability  but  in
view  of all the circumstances of the case, such person is fairly
and  reasonably entitled to indemnity for such expenses which the
Court  of  Chancery of the State of Delaware or such other  court
shall deem proper.

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

     57.  Discretionary Indemnification.

          (a)   Actions By Third Parties.  The Corporation  shall
have  the right, but not the obligation, to indemnify, up to  and
including the full extent set forth in this paragraph, any person
who was or is a party, or is threatened to be made a party to, or
is  otherwise involved in, any pending or completed action,  suit
or   proceeding,  whether  civil,  criminal,  administrative   or
investigative  (other than an action by or in the  right  of  the
Corporation) by reason of the fact that he or she is  or  was  an
employee  or  agent  of the Corporation, or was  serving  at  the
request  of  the  Corporation  as a director,  officer,  partner,
member,  trustee,  employee  or  agent  of  another  corporation,
partnership, joint venture, limited liability company,  trust  or
other enterprise (whether or not for profit) including serving as
Trustee  of an employee benefit plan of the Corporation or  other
entity  described  in  this subparagraph, (whether  or  not  such
employee  benefit  plan  is  governed  by  ERISA),  against   all
liability,   losses,   expenses  (including   attorneys'   fees),
judgments,  fines,  and amounts paid in settlement  actually  and
reasonably incurred by him or her in connection with such action,
suit  or  proceeding if he or she acted in good faith  and  in  a
manner  he or she reasonably believed to be in or not opposed  to
the  best interest of the Corporation, and, with respect  to  any
criminal action or proceeding, had no reasonable cause to believe
his  or her conduct was unlawful.  The termination of any action,
suit  or  proceeding against any such person by judgment,  order,
settlement, conviction, or upon a plea of nolo contendere or  its
equivalent, shall not, of itself, create a presumption that he or
she  did  not act in good faith and in a manner which he  or  she
reasonably believed to be in or not opposed to the best  interest
of  the Corporation, and, with respect to any criminal action  or
proceeding,  had  reasonable cause to believe  that  his  or  her
conduct was unlawful.

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

          (c)    Indemnification  for  Expenses   of   Successful
Defense.  To the extent that (i) in the case of actions, suits or
proceedings relating to acts or omissions occurring prior to July
1,  1997,  any  director,  officer,  employee  or  agent  of  the
Corporation, or (ii) in the case of actions, suits or proceedings
relating  to acts or omissions occurring on or after  such  date,
any present or former director or officer of this Corporation  or
of a subsidiary has been successful on the merits or otherwise in
defense  of  any  action,  suit  or  proceeding  referred  to  in
paragraphs  56  or 57(b) of these Bylaws, or in  defense  of  any
claim,  issue  or matter therein, he or she shall be  indemnified
against   expenses  (including  attorneys'  fees)  actually   and
reasonably  incurred  by  him  or her  in  connection  with  such
defense.   The  Corporation shall have the  right,  but  not  the
obligation, to indemnify any person described in paragraphs 57(a)
or  (b)  who  has been successful on the merits or  otherwise  in
defense   of   any   action,  suit  or   proceeding   for   which
indemnification has been provided under paragraphs 57(a) or  (b),
or  in  defense  of  any claim, issue or matter therein,  against
expenses  (including  attorneys' fees)  actually  and  reasonably
incurred by him or her in connection with such defense.

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

          (e)   Expense Advance.  Expenses (including  attorney's
fees) incurred by present or former officers or directors of  the
Corporation  in defending any civil, criminal, administrative  or
investigative  action, suit or proceeding  may  be  paid  by  the
Corporation  in advance of the final disposition of such  action,
suit  or  proceeding as authorized in one of the manners provided
in paragraph 57(d) of these Bylaws upon receipt of an undertaking
by  or on behalf of such person to repay such amount, if it shall
ultimately  be  determined that he or she is not entitled  to  be
indemnified  by  the Corporation as authorized in  these  Bylaws.
Such  expenses  (including attorneys'  fees)  incurred  by  other
employees  or agents of the Corporation may be so paid upon  such
terms   and   conditions,  if  any,  as  the  Corporation   deems
appropriate.

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

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

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

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

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

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

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

EX-10.7

                         PROMISSORY NOTE

                                                  Merriam, Kansas

                                                 January 25, 2002


      FOR  VALUE RECEIVED, Seaboard Flour Corporation, a Delaware
corporation (the "Maker"), hereby promises to pay to the order of
Seaboard  Corporation, a Delaware corporation (together with  its
successors  and assigns, the "Holder"), $9,103,518.29,  plus  any
accrued  interest  added to the principal balance  as  set  forth
below,  on demand, together with interest on the unpaid principal
balance  hereof  at  a rate of interest per annum  equal  to  the
greater  of  the  Prime Rate (defined below) or 7.88%.   Interest
shall  be  paid  on  the  first day  of  each  calendar  quarter,
commencing on April 1, 2002 and at maturity.  Notwithstanding the
foregoing,  in the event interest is not paid as specified,  then
such  interest shall be added to the principal on the  date  such
interest  was  otherwise due, and Maker shall not be  in  default
hereunder.  Interest shall be computed on the basis of a  360-day
year.  If any installment of this Promissory Note becomes due and
payable on a Saturday, Sunday or business holiday in the State of
Kansas,  payment  shall be made on the next  successive  business
day.  "Prime Rate" means the "Prime Rate" as reported by the Wall
Street Journal as the base rate on corporate loans posted  by  at
least 75 percent of the nation's 30 largest banks.  Any change of
the  Prime Rate shall be effective on the first day of  the  next
calendar month following such change.

     Maker and Holder agree that the unpaid principal and accrued
interest  owing  through  and  including  January  24,  2002   is
$9,103,518.29.  Any additional advances and interest thereon  and
repayments  shall  be  set  forth on a schedule  to  be  attached
hereto.

     The Maker reserves the right to prepay all or any portion of
this  Promissory Note at any time and from time to  time  without
premium or penalty of any kind.

      If (i) there should be a default in the payment of interest
or  principal  due hereunder and such default shall continue  for
five (5) days after the mailing of written notice of such default
to the Maker at the Maker's last known address; or (ii) the Maker
or  any other person liable hereon should make an assignment  for
the  benefit  of  creditors;  or (iii)  a  receiver,  trustee  or
liquidator  is  appointed  over  or  execution  levied  upon  any
property of the Maker; or (iv) proceedings are instituted  by  or
against  the  Maker or any other person liable hereon  under  any
bankruptcy, insolvency, reorganization, receivership or other law
relating  to the relief of debtors from time to time  in  effect,
including  without limitation the United States Bankruptcy  Code,
as  amended, and such proceedings continue for longer than ninety
(90)  days; or (v) any debt obligation of the Maker in excess  of
$500,000, whether to Holder or a third party, is accelerated;  or
(vi)  an Event of Default occurs under the Stock Pledge Agreement
by  and  between  Maker  and Holder of  even  date  herewith;  or
(vii)  the Maker liquidates or dissolves, then, and in each  such
event,  the Holder may, at its option, without notice or  demand,
declare the remaining unpaid principal balance of this Promissory
Note and all accrued interest thereon immediately due and payable
in full.

      All  payments  made hereunder shall be made in  immediately
available funds by wire transfer, as follows:

               UMB Bank, n.a.
               Kansas City, Missouri
               Credit:  Seaboard Corporation

or as the Holder may otherwise instruct in writing.  All payments
made  hereunder, whether a scheduled installment,  prepayment  or
payment as a result of acceleration, shall be allocated first  to
accrued  but  unpaid interest, next to installments of  principal
overdue  and currently due, and then to installments of principal
remaining  outstanding hereunder in the inverse  order  of  their
maturity.

      Maker  agrees  to pay all reasonable costs  of  collection,
including  the  payment of reasonable attorneys'  fees,  paid  or
incurred  by  the  Holder in enforcing this  Promissory  Note  on
default or the rights and remedies herein provided.

      The  Maker,  for  itself and for any guarantors,  sureties,
endorsers  and/or  any other person or persons now  or  hereafter
liable   hereon,  if  any,  hereby  waives  demand  of   payment,
presentment  for  payment,  protest,  notice  of  nonpayment   or
dishonor  and  any and all other notices and demands  whatsoever,
and  any  and  all delays or lack of diligence in the  collection
hereof,  and  expressly  consents  and  agrees  to  any  and  all
extensions  or postponements of the time of payment  hereof  from
time  to  time at or after maturity and any other indulgence  and
waives all notice thereof.

      This Promissory Note shall be governed by and construed and
enforced in accordance with the laws of the State of Kansas.

      TO  INDUCE  HOLDER  TO ACCEPT THIS NOTE, MAKER  IRREVOCABLY
AGREES  THAT  ALL ACTIONS OR PROCEEDINGS IN ANY  WAY,  MANNER  OR
RESPECT  ARISING OUT OF OR FROM OR RELATED TO THIS  NOTE  OR  THE
STOCK PLEDGE AGREEMENT SECURING THIS NOTE, SHALL BE LITIGATED  IN
COURTS  HAVING SITUS IN THE COUNTY OF JOHNSON, STATE  OF  KANSAS.
MAKER  HEREBY  CONSENTS AND SUBMITS TO THE  JURISDICTION  OF  ANY
LOCAL,  STATE OR FEDERAL COURT LOCATED IN JOHNSON COUNTY, KANSAS.
MAKER  HEREBY DESIGNATES AND APPOINTS THE CT CORPORATION  SYSTEM,
OR ANY OTHER PERSON HAVING AND MAINTAINING A PLACE OF BUSINESS IN
KANSAS  WHOM  MAKER  MAY FROM TIME TO TIME  HEREAFTER  DESIGNATE,
HAVING GIVEN HOLDER THIRTY (30) DAYS' WRITTEN NOTICE THEREOF,  AS
MAKER'S  TRUE AND LAWFUL ATTORNEY AND DULY AUTHORIZED  AGENT  FOR
SERVICE  OF  LEGAL PROCESS.  MAKER AGREES THAT  SERVICE  OF  SUCH
PROCESS  UPON  SUCH PERSON SHALL CONSTITUTE PERSONAL  SERVICE  OF
PROCESS UPON MAKER.  MAKER SHALL CAUSE SUCH PERSON TO CONSENT  TO
THE  APPOINTMENT  HEREUNDER, AND TO  AGREE  THAT  PROMPTLY  AFTER
RECEIPT  OF ANY SUCH PROCESS, SUCH PERSON SHALL FORWARD THE  SAME
BY CERTIFIED OR REGISTERED MAIL, TOGETHER WITH ALL PAPERS AFFIXED
THERETO, TO MAKER.

      MAKER  HEREBY WAIVES ANY RIGHT IT MAY HAVE TO  TRANSFER  OR
CHANGE  THE  VENUE OF OR RIGHT TO JURY TRIAL IT MAY HAVE  IN  ANY
LITIGATION BROUGHT WITH RESPECT TO THIS NOTE.

      IN  WITNESS  WHEREOF, the undersigned has duly caused  this
Promissory  Note  to  be  executed and  delivered  at  the  place
specified above and as of the date first written above.

                                   SEABOARD FLOUR CORPORATION



                                   By:
                                   Title: President and Treasurer
                                   Date:

EX-10.8

                     STOCK PLEDGE AGREEMENT


      THIS  STOCK PLEDGE AGREEMENT (the "Agreement") is made  and
entered  into  this  ___ day of January,  2002,  by  and  between
Seaboard   Flour   Corporation,  a  Delaware   corporation   (the
"Pledgor"), and Seaboard Corporation, a Delaware corporation (the
"Pledgee").

                           WITNESSETH:

      WHEREAS, the Pledgor is the beneficial owner of One Hundred
Thousand  (100,000) shares of the common voting stock of  Pledgee
(the  "Pledged Shares") represented in the corporate  records  of
Pledgee by certificate No. 1505; and

      WHEREAS, concurrently with the execution of this Agreement,
the  Pledgor  is  executing  and  delivering  to  the  Pledgee  a
promissory  note  (together  with  all  renewals  and  extensions
thereof,  the  "Note") in the face amount  of  Nine  Million  One
Hundred  Three Thousand Five Hundred Eighteen and 29/100  Dollars
($9,103,518.29), together with interest on all principal  amounts
outstanding  thereunder,  and any other obligations  or  advances
owed  by Pledgor to Pledgee, now or in the future, including  all
applicable interest (such amounts, the "Obligations"); and

      WHEREAS, the Pledgee desires to secure the repayment of the
Obligations  by the pledge of the Pledged Shares upon  the  terms
and conditions hereinafter set forth.

      NOW,  THEREFORE, in consideration of the premises  and  the
mutual promises and agreements herein contained, the Pledgor  and
Pledgee hereby agree as follows:

1.   Pledge.  As security for the due and punctual payment of all
     amounts due and payable pursuant to the Note and the Obligations,
     together  with accrued interest thereon, the Pledgor  hereby
     pledges, hypothecates, assigns, transfers, sets over and grants
     to the Pledgee, its successors and assigns a security interest in
     and lien upon all of the Pledgor's right, title and interest in
     and to the Pledged Shares, as identified on the attached Schedule
     1.   Concurrently herewith, the Pledgor has delivered to the
     Pledgee the Pledged Shares, together with the attached stock
     power duly endorsed in blank.  Said certificate and the Pledged
     Shares shall be held and disposed of by the Pledgee in accordance
     with the terms and conditions of this Agreement.  The Pledgee is
     hereby authorized with respect to the Pledged Shares, whether or
     not there has been any default in the payment or the performance
     of any obligation secured by the Pledged Shares, to endorse the
     Pledged Shares in the name of the Pledgor and cause any part or
     all of the Pledged Shares to be transferred of record into the
     Pledgee's name or the name of its nominee.  During the term of
     the  pledge made hereunder, any additional shares of  stock,
     rights,  warrants,  securities or other property  issued  or
     distributed upon or in respect of any of the Pledged Shares,
     including any and all such property issued or distributed as the
     result  of any stock dividends, stock splits, reverse  stock
     splits,  recapitalizations,  reorganizations,  exchanges  or
     substitutions or other distribution, whether in liquidation or
     otherwise, shall be immediately pledged, delivered, paid and set
     over  by  the Pledgor to the Pledgee hereunder as additional
     collateral and shall constitute Pledged Shares for purposes of
     this Agreement.  Pledgor's delivery of such additional shares of
     stock, rights, warrants, securities and other property shall be
     deemed to constitute the delivery and pledge thereof to  the
     Pledgee pursuant to this Agreement.

2.   Margin  Requirements.  Pledgor shall maintain a  25%  margin
     (equivalent to a 75% loan to value or 133% collateral coverage)
     as  long  as  the  outstanding  Obligations  do  not  exceed
     $8,000,000.00.  Pledgor shall maintain a 35% margin (equivalent
     to a 65% loan to value or 153% collateral coverage) as long as
     the  outstanding Obligations exceed $8,000,000.00 but do not
     exceed  $10,000,000.00.  Pledgor shall maintain a 50% margin
     (equivalent to a 50% loan to value or 200% collateral coverage)
     as long as the outstanding Obligations exceed $10,000,000.00.  If
     at  any  time  hereunder the above-stated  margins  are  not
     maintained,  Pledgor shall promptly pay down the outstanding
     Obligations or provide additional shares of Pledgee (which shall
     constitute  Pledged  Shares hereunder) or  other  collateral
     acceptable to Pledgee, such that the margins are maintained.

3.   Representations,  Warranties  and  Covenants.   The  Pledgor
     represents, warrants and agrees as follows:

     a.   The Pledgor has the unrestricted right, power and authority
          to execute this Agreement, to perform the Pledgor's obligations
          hereunder and to transfer and create a security interest in the
          Pledged Shares in the manner and for the purpose contemplated
          hereby.

     b.   The pledge and delivery of the Pledged Shares pursuant to
          this Agreement create a valid and perfected first priority
          security interest in the Pledged Shares in favor of the Pledgee.

4.   Events of Default.  The occurrence of any one or more of the
     following events shall constitute a default hereunder (each an
     "Event of Default"):

     a.   the  Pledgor's default in the performance of any of the
          terms, agreements or covenants of this Agreement and the
          expiration of thirty (30) days' notice and opportunity to cure
          such Event of Default; or

     b.   an event of default as specifically defined in the Note or
          any other default with regard to the Obligations; or

     c.   the  dissolution, termination of existence, insolvency,
          suspension of active business or business failure of or by the
          Pledgor; or

     d.   the making of any general assignment for the benefit of
          creditors by the Pledgor or the commencement by the Pledgor of a
          voluntary case under any applicable bankruptcy, insolvency or
          other similar law now or hereafter in effect; or

     e.   the appointment of a receiver, trustee or other similar
          official for all or substantially all of the Pledgor's property
          or assets, or the filing of a bankruptcy petition against the
          Pledgor in a court of competent jurisdiction that commences an
          involuntary case under any applicable bankruptcy, insolvency or
          other similar law now or hereafter in effect, which appointment
          or petition is not contested by the Pledgor, or which appointment
          or petition is not removed or dismissed within ninety (90) days;
          or

     f.   acceleration of the maturity of any liability or obligation
          of  the Pledgor to anyone other than the Pledgee, which
          acceleration has a material adverse effect on the Pledgee; or

     g.   service of any warrant of attachment or garnishment or the
          making or issuance of any lien, levy or similar process on or
          with respect to the Pledgor which has a material adverse effect
          on the Pledgee and which remains in effect for, or is not
          removed, dismissed or vacated within, ninety (90) days.

5.   Dividends and Voting Rights.  So long as no Event of Default
     shall have occurred and be continuing, the Pledgor shall  be
     entitled (a) to receive any and all cash dividends declared and
     paid in respect of the Pledged Shares (other than liquidating
     dividends) and (b) to exercise any and all voting and  other
     consensual rights in respect thereof.  The Pledgor shall give the
     Pledgee at least five (5) days' prior written notice of  the
     manner in which it intends to exercise any such right or the
     reasons for refraining from exercising such right.  So long as no
     Event of Default shall have occurred and be continuing, if the
     Pledged Shares or any part thereof shall have been transferred
     into the name of the Pledgee or its nominee, upon the written
     request of the Pledgor, the Pledgee or its nominee shall execute
     and deliver to the Pledgor appropriate powers of attorney or
     proxies to vote the Pledged Shares.

6.   The  Pledgee's  Remedies  Upon Default.   If  any  Event  of
     Default shall have occurred, the Pledgee may do any one or more
     of the following in such order as it may elect:

     a.   cause any or all of the Pledged Shares to be transferred
          into its name or that of its nominee and obtain registration of
          such transfer or transfers, regardless of whether such action
          effects a foreclosure of the pledge evidenced hereby, without
          relieving the Pledgor of its obligations under Article Nine of
          the Uniform Commercial Code, as enacted in the State of Kansas
          (the "Uniform Commercial Code"), the Pledgor hereby irrevocably
          constituting and appointing the Pledgee and any nominee of the
          Pledgee the attorney-in-fact of the Pledgor for such purpose,
          with full power of substitution; and

     b.   vote any or all of the Pledged Shares or revoke any or all
          proxies or powers of attorney given to the Pledgor and give any
          or all consents, waivers and ratifications in respect thereof and
          otherwise act with respect thereto as though it were the outright
          owner thereof, the Pledgor hereby irrevocably constituting and
          appointing the Pledgee and any nominee of the Pledgee the proxy
          and attorney-in-fact of the Pledgor for such purpose, with full
          power of substitution; and

     c.   receive all dividends and all other distributions of any
          kind on any or all of the Pledged Shares.

7.   Other Rights and Remedies.  The rights and remedies afforded
     to the Pledgee hereunder shall be cumulative and in addition to
     and  not in limitation of any rights and remedies which  the
     Pledgee may have under applicable law, including the Uniform
     Commercial Code.  The exercise or partial exercise of any right
     or remedy of the Pledgee hereunder or under applicable law shall
     not preclude or prejudice the further exercise of that right or
     remedy  or the exercise of any other right or remedy of  the
     Pledgee.

8.   Waiver.  No delay or omission on the part of the Pledgee  in
     exercising any right hereunder shall operate as a waiver of such
     right or any other right hereunder or under any instrument or
     agreement  evidencing or relating to any of the  obligations
     secured hereby.  A waiver on any one occasion shall  not  be
     construed as a bar or waiver of any right or remedy on any future
     occasion.

9.   Return of Pledged Shares.  Promptly following the receipt by
     the Pledgee of payment in full of the Note in accordance with its
     terms, the Pledgee will, upon written demand by the Pledgor,
     redeliver to the Pledgor the Pledged Shares, any stock powers
     related thereto and any other collateral held pursuant to this
     Agreement, without recourse to the Pledgee.

10.  Notices.    All   notices,  requests,  demands   and   other
     communications under this Agreement shall be in writing and shall
     be  deemed to have been duly given on the date of service if
     personally served on the party to whom such communication is to
     be given, or on the third day after mailing if mailed to the
     party to whom such communication is to be given by first class
     mail, postage prepaid, and properly addressed as follows:

     The Pledgor:

     Seaboard Flour Corporation
     822 Boylston Street, Suite 301
     Chestnut Hill, Massachusetts  02467
     Attn: H. H. Bresky

     The Pledgee:

     Seaboard Corporation
     9000 West 67th Street
     Shawnee Mission, Kansas  66202
     Attn: Legal Affairs

11.  Expenses.   The Pledgor will upon demand pay to the  Pledgee
     the amount of any and all reasonable expenses, including the
     reasonable fees and expenses of its counsel and of any experts
     and agents, whether or not involving a case or proceeding before
     any  federal or state court, that the Pledgee may  incur  in
     connection with (a) the administration of this Agreement, (b) the
     custody or preservation of, or the sale of, collection from or
     other  realization upon, any of the Pledged Shares, (c)  the
     exercise or enforcement of any of the rights of the  Pledgee
     hereunder,  or (d) the failure by the Pledgor to perform  or
     observe any of the provisions hereof.

12.  Indemnification.   Neither the Pledgee,  nor  any  director,
     officer, agent or employee of the Pledgee, shall be liable for
     any action taken or omitted to be taken by it or them hereunder
     or in connection herewith, except for its or their own gross
     negligence or willful misconduct.  The Pledgor hereby agrees to
     indemnify  and  hold harmless the Pledgee and its  officers,
     directors, employees, agents, representatives, successors and
     assigns from and against any and all liability incurred by any of
     them hereunder or in connection herewith, unless such liability
     shall be due to its or their own gross negligence or willful
     misconduct.

13.  Binding.   This  Agreement and all of the provisions  hereof
     shall be binding upon and shall inure to the benefit of  the
     parties  hereto  and their respective legal representatives,
     successors and assigns and may be amended only by a  written
     instrument signed by each of the parties hereto.

14.  Continuing  Pledge.   The  pledge made  hereunder  is  of  a
     continuing nature and applies to any and all debt of the Pledgor
     owing to the Pledgee under the Note or the Obligations, and the
     Pledgee may continue to make advances to the Pledgor at any time
     and from time to time in reliance upon the pledge made hereunder
     until the Pledgee actually receives written notice from  the
     Pledgor of the discontinuance hereof in respect of any  debt
     arising or incurred by the Pledgor under the Note or any other
     Obligations; provided, however, that the receipt of such notice
     shall  not in any way whatsoever impair, affect, release  or
     discharge the Pledgee's lien on or rights with respect to any of
     the Pledged Shares or impair or affect in any way any of the
     Pledgee's rights, powers, remedies or authority hereunder in
     respect of any debt or obligation under the Note or any other
     Obligations arising or incurred prior to the Pledgee's receipt of
     such notice, and that this pledge shall remain in effect until
     all  such  debt or obligation under the Note  or  any  other
     Obligations arising or incurred prior to such receipt, and all
     interest thereon, has been fully paid or satisfied.

15.  Counterparts.  This Agreement may be executed in any  number
     of counterparts, each of which shall be deemed to be an original
     and altogether but one instrument.

16.  Governing  Law.   This Agreement shall be  governed  by  and
     construed and interpreted in accordance with the laws of the
     State of Kansas.

17.  Jurisdiction;  Venue.  PLEDGOR IRREVOCABLY AGREES  THAT  ALL
     ACTIONS OR PROCEEDINGS IN ANY WAY, MANNER OR RESPECT ARISING OUT
     OF OR FROM OR RELATED TO THIS AGREEMENT, SHALL BE LITIGATED IN
     COURTS HAVING SITUS IN THE COUNTY OF JOHNSON, STATE OF KANSAS.
     PLEDGOR HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY
     LOCAL, STATE OR FEDERAL COURT LOCATED IN JOHNSON COUNTY, KANSAS.
     PLEDGOR HEREBY DESIGNATES AND APPOINTS THE CT CORPORATION SYSTEM,
     OR ANY OTHER PERSON HAVING AND MAINTAINING A PLACE OF BUSINESS IN
     KANSAS WHOM PLEDGOR MAY FROM TIME TO TIME HEREAFTER DESIGNATE,
     HAVING GIVEN PLEDGEE THIRTY (30) DAYS' WRITTEN NOTICE THEREOF, AS
     PLEDGOR'S TRUE AND LAWFUL ATTORNEY AND DULY AUTHORIZED AGENT FOR
     SERVICE OF LEGAL PROCESS.  PLEDGOR AGREES THAT SERVICE OF SUCH
     PROCESS UPON SUCH PERSON SHALL CONSTITUTE PERSONAL SERVICE OF
     PROCESS UPON PLEDGOR.  PLEDGOR SHALL CAUSE SUCH PERSON TO CONSENT
     TO THE APPOINTMENT HEREUNDER, AND TO AGREE THAT PROMPTLY AFTER
     RECEIPT OF ANY SUCH PROCESS, SUCH PERSON SHALL FORWARD THE SAME
     BY CERTIFIED OR REGISTERED MAIL, TOGETHER WITH ALL PAPERS AFFIXED
     THERETO, TO PLEDGEE.

     MAKER  HEREBY  WAIVES ANY RIGHT IT MAY HAVE TO  TRANSFER  OR
     CHANGE  THE VENUE OF OR RIGHT TO JURY TRIAL IT MAY  HAVE  IN
     ANY LITIGATION BROUGHT WITH RESPECT TO THIS NOTE.

      IN  WITNESS  WHEREOF, the parties hereto have  caused  this
Agreement to be duly executed as of the day and year first  above
written.

                              SEABOARD FLOUR CORPORATION



                              By:
                              Title:
                                                        "PLEDGOR"


                              SEABOARD CORPORATION



                              By:
                              Title:
                                                        "PLEDGEE"

EX-10.9

                         PROMISSORY NOTE

$1,550,000                                     February 13, 2002


      FOR  VALUE RECEIVED, Seaboard Flour Corporation, a Delaware
corporation (the "Maker"), hereby promises to pay to the order of
Seaboard  Corporation, a Delaware corporation (together with  its
successors  and  assigns, the "Holder"), the lesser  of  (a)  One
Million  Five  Hundred Fifty Thousand Dollars ($1,550,000),  plus
any  unpaid interest added to the principal balance as set  forth
below, or (b) the unpaid advances and principal balance owing, on
demand,  together  with interest on the unpaid principal  balance
hereof.  Interest shall accrue on the principal balance hereunder
at a rate of interest per annum equal to the greater of the Prime
Rate  (defined below) or 7.88%.  Interest shall be  paid  on  the
first  day of each calendar quarter, commencing on April 1,  2002
and  at  maturity.  Notwithstanding the foregoing, in  the  event
interest  is not paid as specified, then such interest  shall  be
added  to  the principal on the date such interest was  otherwise
due, and Maker shall not be in default hereunder.  Interest shall
be  computed  on the basis of a 360-day year.  If any installment
of  this  Promissory Note becomes due and payable on a  Saturday,
Sunday or business holiday in the State of Kansas, payment  shall
be  made on the next successive business day.  "Prime Rate" means
the  "Prime Rate" as reported by the Wall Street Journal  as  the
base rate on corporate loans posted by at least 75 percent of the
nation's 30 largest banks.  Any change of the Prime Rate shall be
effective  on the first day of the next calendar month  following
such change.

      All  advances made hereunder by the Holder and all payments
made  on  account  of  principal and  interest  hereof  shall  be
endorsed on Schedule 1 attached hereto and incorporated herein by
this  reference; provided, however, that the failure to make such
notation  with respect to any advance or payment shall not  limit
or  otherwise  affect  the obligations of the  Maker  under  this
Promissory Note.  The Maker reserves the right to prepay  all  or
any portion of this Promissory Note at any time and from time  to
time without premium or penalty of any kind.

      If (i) there should be a default in the payment of interest
or  principal  due hereunder and such default shall continue  for
thirty  (30)  days after the mailing of written  notice  of  such
default  to  the  Maker  at the Maker's last  known  address;  or
(ii)  the Maker or any other person liable hereon should make  an
assignment  for  the benefit of creditors; or (iii)  a  receiver,
trustee or liquidator is appointed over or execution levied  upon
any property of the Maker; or (iv) proceedings are instituted  by
or  against the Maker or any other person liable hereon under any
bankruptcy, insolvency, reorganization, receivership or other law
relating  to the relief of debtors from time to time  in  effect,
including  without limitation the United States Bankruptcy  Code,
as  amended, and such proceedings continue for longer than ninety
(90)  days; or (v) any debt obligation of the Maker in excess  of
$500,000, whether to Holder or a third party, is accelerated;  or
(vi)  an Event of Default occurs under the Stock Pledge Agreement
by  and  between  Maker  and Holder of  even  date  herewith;  or
(vii)  the Maker liquidates or dissolves, then, and in each  such
event,  the Holder may, at its option, without notice or  demand,
declare the remaining unpaid principal balance of this Promissory
Note and all accrued interest thereon immediately due and payable
in full.

      All  payments  made hereunder shall be made in  immediately
available funds by wire transfer, as follows:

               UMB Bank, N.A.
               Kansas City, Missouri
               Credit:  Seaboard Corporation

or as the Holder may otherwise instruct in writing.  All payments
made  hereunder, whether a scheduled installment,  prepayment  or
payment as a result of acceleration, shall be allocated first  to
accrued  but  unpaid interest, next to installments of  principal
overdue  and currently due, and then to installments of principal
remaining  outstanding hereunder in the inverse  order  of  their
maturity.

      Maker  agrees  to pay all reasonable costs  of  collection,
including  the  payment of reasonable attorneys'  fees,  paid  or
incurred  by  the  Holder in enforcing this  Promissory  Note  on
default or the rights and remedies herein provided.

      The  Maker,  for  itself and for any guarantors,  sureties,
endorsers  and/or  any other person or persons now  or  hereafter
liable   hereon,  if  any,  hereby  waives  demand  of   payment,
presentment  for  payment,  protest,  notice  of  nonpayment   or
dishonor  and  any and all other notices and demands  whatsoever,
and  any  and  all delays or lack of diligence in the  collection
hereof,  and  expressly  consents  and  agrees  to  any  and  all
extensions  or postponements of the time of payment  hereof  from
time  to  time at or after maturity and any other indulgence  and
waives all notice thereof.

      This  Promissory  Note shall be secured  pursuant  to  that
certain  Pledge Agreement by and between Maker and  Holder  dated
January 25, 2002.

      This Promissory Note shall be governed by and construed and
enforced in accordance with the laws of the State of Kansas.

      TO  INDUCE  HOLDER  TO ACCEPT THIS NOTE, MAKER  IRREVOCABLY
AGREES  THAT  ALL ACTIONS OR PROCEEDINGS IN ANY  WAY,  MANNER  OR
RESPECT  ARISING OUT OF OR FROM OR RELATED TO THIS  NOTE  OR  THE
STOCK PLEDGE AGREEMENT SECURING THIS NOTE, SHALL BE LITIGATED  IN
COURTS  HAVING SITUS IN THE COUNTY OF JOHNSON, STATE  OF  KANSAS.
MAKER  HEREBY  CONSENTS AND SUBMITS TO THE  JURISDICTION  OF  ANY
LOCAL,  STATE OR FEDERAL COURT LOCATED IN JOHNSON COUNTY, KANSAS.
MAKER  HEREBY DESIGNATES AND APPOINTS THE CT CORPORATION  SYSTEM,
OR ANY OTHER PERSON HAVING AND MAINTAINING A PLACE OF BUSINESS IN
KANSAS  WHOM  MAKER  MAY FROM TIME TO TIME  HEREAFTER  DESIGNATE,
HAVING GIVEN HOLDER THIRTY (30) DAYS' WRITTEN NOTICE THEREOF,  AS
MAKER'S  TRUE AND LAWFUL ATTORNEY AND DULY AUTHORIZED  AGENT  FOR
SERVICE  OF  LEGAL PROCESS.  MAKER AGREES THAT  SERVICE  OF  SUCH
PROCESS  UPON  SUCH PERSON SHALL CONSTITUTE PERSONAL  SERVICE  OF
PROCESS UPON MAKER.  MAKER SHALL CAUSE SUCH PERSON TO CONSENT  TO
THE  APPOINTMENT  HEREUNDER, AND TO  AGREE  THAT  PROMPTLY  AFTER
RECEIPT  OF ANY SUCH PROCESS, SUCH PERSON SHALL FORWARD THE  SAME
BY CERTIFIED OR REGISTERED MAIL, TOGETHER WITH ALL PAPERS AFFIXED
THERETO, TO MAKER.

      MAKER  HEREBY WAIVES ANY RIGHT IT MAY HAVE TO  TRANSFER  OR
CHANGE  THE  VENUE OF OR RIGHT TO JURY TRIAL IT MAY HAVE  IN  ANY
LITIGATION BROUGHT WITH RESPECT TO THIS NOTE.

      IN  WITNESS  WHEREOF, the undersigned has duly caused  this
Promissory  Note  to  be  executed and  delivered  at  the  place
specified above and as of the date first written above.

                                   SEABOARD FLOUR CORPORATION



                                   By:
                                   Title:
                                   Date:



                           SCHEDULE 1

               ADVANCES AND PAYMENTS OF PRINCIPAL

           AMOUNT OF
            ADVANCE                     PAYMENTS     BALANCE
           MADE THIS     INTEREST       INTEREST    REMAINING
DATE         DATE        CHARGES        PRINCIPAL     UNPAID


2-15-02   $1,025,000                                1,025,000

EX-10.10

                 CONFIDENTIAL AND PROPRIETARY



                         LEASE AGREEMENT

                   Dated as of August 11, 1994


                             BETWEEN


              Shawnee Funding, Limited Partnership

                            as Lessor


                               AND


                      Seaboard Corporation

                            as Lessee



            THIS LEASE HAS BEEN ASSIGNED AS SECURITY
        FOR INDEBTEDNESS OF THE LESSOR.  SEE SECTION 21.


This Lease has been manually executed in 8 counterparts, numbered
consecutively from 1 trough 8 of which this is No. 3.  To the
extent, if any, that this Lease constitutes chattel paper (as
such term is defined in the Uniform Commercial Code as in effect
in any applicable jurisdiction) no security interest in this
Lease may be created or perfected through the transfer or
possession of any counterpart other than the original executed
counterpart which shall be the counterpart identified as
counterpart No. 1.






                          CONFIDENTIAL

                         LEASE AGREEMENT


     Lease Agreement, dated as of August 11, 1994 (as the same
may be amended, restated, modified or supplemented from time to
time, "this Lease"), between Shawnee Funding, Limited
Partnership, a Delaware limited partnership, Lessor (the
"Lessor"), and Seaboard Corporation, a Delaware corporation,
Lessee (the "Lessee").


SECTION 1.  DEFINED TERMS.

     Unless the context otherwise requires, each term defined in
this Section 1 shall, when used in this Lease, have the meaning
indicated:

     "Accrued Default Obligations" has the meaning set forth in
Section 19 hereof.

     "Acquisition Cost" means, (i) in the case of a Parcel of
Property acquired and built pursuant to the Agreement for Lease,
an amount equal to the costs incurred by the Lessor in connection
with the acquisition, construction and financing of such Parcel
pursuant to the Agreement for Lease; (ii) with respect to any
Unit of Equipment, an amount equal to the sum of (a) the vendor's
invoice price therefor; including any progress payments, costs of
labor, delivery or installation, sales, use, excise or similar
taxes and any other charges included in such invoice, after
deduction for any refundable fleet or other discounts or credits
actually used by the Lessor, (b) similar amounts paid or payable
with respect to such Unit to parties other than the vendor of
such Unit, (c) similar costs incurred with respect to such Unit
by the Lessee and approved and reimbursed by the Lessor, and (d)
legal, printing, reproduction, closing and other normally
capitalizable administrative fees and expenses paid by the Lessee
and approved and reimbursed by the Lessor; and (iii) with respect
to any Parcel of Property not acquired and built pursuant to the
Agreement for Lease, an amount equal to the sum of any amounts
included in (ii)(d) above which are applicable to such Parcel
plus (a) the vendor's contract price therefor or the appraised
value thereof, (b) vendee's closing costs, including, without
limitation, title insurance premiums, survey and survey
inspection charges, recording and filing fees, title closer fees,
vendee's attorneys' fees and brokerage commissions, (c) other
costs related to the acquisition, including, without limitation,
appraisal, architectural, engineering, soil analysis,
environmental analysis and market analysis fees, and (d) any
amounts paid by vendee on behalf of vendor in addition to, and
not as a credit against the contract price, including, without
limitation, payments made in satisfaction of prior liens, and
payment of any transfer, transfer gains or similar taxes imposed
in respect of the conveyance of such Property.

     "Additional Rent" has the meaning set forth in paragraph (d)
of Section 7 hereof.

     "Adjusted Acquisition Cost" means, at any time, with respect
to any Parcel of Property or Unit of Equipment, its Acquisition
Cost less the aggregate amount of all Monthly Rent Components
paid as portions of Basic Rent for such Parcel of Property or
Unit of Equipment as of the time of determination.

     "Affiliate" of any Person means any other Person
controlling, controlled by or under direct or indirect common
control with such Person.  For the purposes of this definition,
"control," when used with respect to any specified Person, means
the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling"
and "controlled" have meanings correlative to the foregoing.

     "AFL Unit Leasing Record" means an instrument, substantially
in the form of Exhibit C hereto, evidencing the lease or sublease
under this Lease of a Parcel of Property, including, without
limitation, a Pork Production Facility and related Pork
Production Facility Equipment and a Poultry Production Facility
and related Poultry Production Facility Equipment, acquired and
built pursuant to the Agreement for Lease.  The terms "lease" or
"leased" when used in this Lease shall be deemed to mean
"sublease" or "subleased" when referenced to the Property
subleased pursuant to the AFL Unit Leasing Record.

     "Agreement for Lease" means the Agreement for Lease, dated
as of the date hereof, between the Lessor, as owner, and the
Lessee, as agent, providing for the acquisition of a fee or
leasehold interest in real property and the construction of
improvements on certain parcels of real property, and, in the
case of Pork Production Facilities, the acquisition of Pork
Production Facility Equipment and in the case of Poultry
Production Facilities, the acquisition of Poultry Production
Facility Equipment, as the same may be amended, restated,
modified or supplemented from time to time.

     "Aircraft" means the aircraft, if any, which are more
particularly described in Exhibit B hereto, together with the
Engines and any and all appliances, parts, instruments,
appurtenances, accessories, furnishings and other equipment of
whatever nature, from time to time incorporated or installed in
or attached to such aircraft.

     "Appraisal Procedure" means the following procedure whereby
an independent appraiser shall be appointed by the Lessor and the
Lessee, with the consent of the Assignee, to determine the amount
of wear and tear in excess of that attributable to normal use of
any Property or Equipment to which the provisions of Section
12(b)(iii), Section 12(c)(iii) or Section 12(d)(iii) apply.  If
no such appraiser is appointed by the Lessor and the Lessee
within ten (10) days of the written request of either the Lessor
or the Lessee that an appraiser be appointed, the Lessor and the
Lessee shall each appoint an independent appraiser within fifteen
(15) days thereafter, and the two appraisers so appointed shall
appoint a third independent appraiser.  Each appraiser appointed
pursuant to the foregoing procedure shall, within ten (10) days
after appointment of the last appraiser, independently determine
the amount of wear and tear in excess of that attributable to
normal use.  If the Lessor or the Lessee shall fail to appoint an
independent appraiser within the above-mentioned fifteen (15) day
period, the appraiser appointed by the other party shall
determine such amount.  If a single appraiser is appointed, such
appraiser's determination shall be final.  If three appraisers
are appointed, the amounts determined by the three appraisers
shall be averaged, the amount which differs the most from such
average shall be excluded, the remaining two amounts shall be
averaged and such average shall be final.  The expenses of all
appraisers shall be paid by the Lessee.

     "Assignee" means each Person to which any part of the
Lessor's interest under this Lease or in any Parcel of Property
or Unit of Equipment shall at the time have been assigned,
conditionally or otherwise, by the Lessor in accordance with
Section 21 of this Lease.  For purposes of paragraph (d), (h) and
(k) of Section 2, paragraph (f) of Section 5, clauses (i), (iv),
and (v) of paragraph (f) of Section 10, Section 11, the last
sentence of paragraph (b) of Section 21, clauses (ii) and (iii)
of paragraph (a) of Section 28 and Section 33 hereof, the term
"Assignee" shall include each lender to the Lessor or each other
Person which is a party to a Credit Agreement.

     "Assignment" means each assignment agreement referred to in
Section 21 hereof, between the Lessor and a third party, pursuant
to which the Lessor assigns certain of its rights under this
Lease to such third party, as the same may be amended, restated,
modified or supplemented from time to time.

     "Basic Rent" means, with respect to any Parcel of Property
or Unit of Equipment:

     (a)  for each calendar month during the Lease Term of such
Parcel or Unit, the sum of the Monthly Rent Component for such
Parcel or Unit plus an amount (the "Variable Component of Basic
Rent") computed by multiplying the following:

          (i)  the Adjusted Acquisition Cost of such Parcel or
               Unit before payment of Basic Rent for such month,
               by

          (ii) a fraction having a numerator equal to the number
               of days in such month and a denominator of 365, or
               in a leap year, 366, by

          (iii)     the decimal equivalent of a percentage (which
               percentage will be based upon the Lessee's debt
               rating as follows: (1) if the Lessee's debt rating
               is Level 1, the percentage shall be (A) during the
               Initial Term (i) 0.806% with respect to the
               aggregate Adjusted Acquisition Cost of Property
               and 0.815% with respect to the aggregate Adjusted
               Acquisition Cost of Equipment, at any time subject
               to this Lease, up to and including $35 million of
               such Property and Equipment; (ii) 0.706% with
               respect to the aggregate Adjusted Acquisition Cost
               of Property and 0.715% with respect to the
               aggregate Adjusted Acquisition Cost of Equipment,
               at any time subject to this Lease between
               $35 million and $70 million of such Property and
               Equipment; and (iii) 0.606% with respect to the
               aggregate Adjusted Acquisition Cost of Property
               and 0.615% with respect to the aggregate Adjusted
               Acquisition Cost of Equipment, at any time subject
               to this Lease above $70 million of such Property
               and Equipment; and (B) during the Extended Term
               (i) 0.80% with respect to the aggregate Adjusted
               Acquisition Cost of Property and Equipment at any
               time subject to this Lease, up to and including
               $35 million of such Property and Equipment;
               (ii) 0.70% with respect to the aggregate Adjusted
               Acquisition Cost of Property and Equipment at any
               time subject to this Lease between $35 million and
               $70 million of such Property and Equipment; and
               (iii) 0.60% with respect to the aggregate Adjusted
               Acquisition Cost of Property and Equipment at any
               time subject to this Lease above $70 million of
               such Property and Equipment; (2) if the Lessee's
               debt rating is Level 2, the percentage shall be
               (A) during the Initial Term (i) 0.908% with
               respect to the aggregate Adjusted Acquisition Cost
               of Property and 0.920% with respect to the
               aggregate Adjusted Acquisition Cost of Equipment,
               at any time subject to this Lease, up to and
               including $35 million of such Property and
               Equipment; (ii) 0.808% with respect to the
               aggregate Adjusted Acquisition Cost of Property
               and 0.820% with respect to the aggregate Adjusted
               Acquisition Cost of Equipment, at any time subject
               to this Lease between $35 million and $70 million
               of such Property and Equipment; and (iii) 0.708%
               with respect to the aggregate Adjusted Acquisition
               Cost of Property and 0.720% with respect to the
               aggregate Adjusted Acquisition Cost of Equipment,
               at any time subject to this Lease above
               $70 million of such Property and Equipment; and
               (B) during the Extended Term (i) 0.90% with
               respect to the aggregate Adjusted Acquisition Cost
               of Property and Equipment at any time subject to
               this Lease, up to and including $35 million of
               such Property and Equipment; (ii) 0.80% with
               respect to the aggregate Adjusted Acquisition Cost
               of Property and Equipment at any time subject to
               this Lease between $35 million and $70 million of
               such Property and Equipment; and (iii) 0.70% with
               respect to the aggregate Adjusted Acquisition Cost
               of Property and Equipment at any time subject to
               this Lease above $70 million of such Property and
               Equipment; (3) if the Lessee's debt rating is
               Level 3, the percentage shall be (A) during the
               Initial Term (i) 1.111% with respect to the
               aggregate Adjusted Acquisition Cost of Property
               and 1.129% with respect to the aggregate Adjusted
               Acquisition Cost of Equipment, at any time subject
               to this Lease, up to and including $35 million of
               such Property and Equipment; (ii) 1.011% with
               respect to the aggregate Adjusted Acquisition Cost
               of Property and 1.029% with respect to the
               aggregate Adjusted Acquisition Cost of Equipment,
               at any time subject to this Lease between
               $35 million and $70 million of such Property and
               Equipment; and (iii) 0.912% with respect to the
               aggregate Adjusted Acquisition Cost of Property
               and 0.929% with respect to the aggregate Adjusted
               Acquisition Cost of Equipment, at any time subject
               to this Lease above $70 million of such Property
               and Equipment; and (B) during the Extended Term
               (i) 1.10% with respect to the aggregate Adjusted
               Acquisition Cost of Property and Equipment at any
               time subject to this Lease, up to and including
               $35 million of such Property and Equipment;
               (ii) 1.00% with respect to the aggregate Adjusted
               Acquisition Cost of Property and Equipment at any
               time subject to this Lease between $35 million and
               $70 million of such Property and Equipment; and
               (iii) 0.90% with respect to the aggregate Adjusted
               Acquisition Cost of Property and Equipment at any
               time subject to this Lease above $70 million of
               such Property and Equipment; and (4) if the
               Lessee's debt rating is Level 4, the percentage
               shall be (A) during the Initial Term (i) 1.517%
               with respect to the aggregate Adjusted Acquisition
               Cost of Property and 1.549% with respect to the
               aggregate Acquisition Cost of Equipment, at any
               time subject to this Lease, up to and including
               $35 million of such Property and Equipment;
               (ii) 1.418% with respect to the aggregate Adjusted
               Acquisition Cost of Property and 1.449% with
               respect to the aggregate Adjusted Acquisition Cost
               of Equipment, at any time subject to this Lease
               between $35 million and $70 million of such
               Property and Equipment; and (iii) 1.318% with
               respect to the aggregate Adjusted Acquisition Cost
               of Property and 1.349% with respect to the
               aggregate Adjusted Acquisition Cost of Equipment,
               at any time subject to this Lease above
               $70 million of such Property and Equipment; and
               (B) during the Extended Term (i) 1.50% with
               respect to the aggregate Adjusted Acquisition Cost
               of Property and Equipment at any time subject to
               this Lease, up to and including $35 million of
               such Property and Equipment; (ii) 1.40% with
               respect to the aggregate Adjusted Acquisition Cost
               of Property and Equipment at any time subject to
               this Lease between $35 million and $70 million of
               such Property and Equipment; and (iii) 1.30% with
               respect to the aggregate Adjusted Acquisition Cost
               of Property and Equipment at any time subject to
               this Lease above $70 million of such Property and
               Equipment, plus (A) the weighted average bond
               yield equivalent percentage cost per annum
               (including as part of such cost any fees payable
               under or pursuant to any Credit Agreement and any
               dealer discount or placement agency commission
               payable by the Lessor in respect of its Commercial
               Paper) on all Commercial Paper of the Lessor
               issued to finance or refinance the acquisition and
               ownership of Property and Equipment outstanding at
               any time during the period from and including the
               16th day of the preceding calendar month to and
               including the 15th day of the calendar month for
               which Basic Rent is being computed (the
               "Computation Period"), or (B) if no such
               Commercial Paper of the Lessor is outstanding
               during the Computation Period, the Lessor's
               weighted average percentage cost per annum
               (including as part of such cost any fees payable
               under or pursuant to any Credit Agreement and
               whether or not interest is accruing at a default
               rate) of other borrowings outstanding at any time
               during the Computation Period for which Basic Rent
               is being computed to finance or refinance the
               acquisition and ownership of Property or Equipment
               or (C) if both Commercial Paper and other
               borrowings are outstanding at any time during the
               Computation Period for which Basic Rent is being
               computed, a weighted average blended rate based on
               the calculations referred to in clauses (A) and
               (B).

     (b)  for any partial first calendar month during the Lease
Term of such Parcel or Unit, an amount computed by multiplying
the following:

          (i)  the Acquisition Cost of such Parcel or Unit, by

          (ii) a fraction having a numerator equal to the number
               of days such Parcel or Unit is under lease during
               such partial first month and a denominator of 365,
               or in a leap year, 366, by

          (iii)     the decimal referred to in paragraph (a)(iii)
               above; provided, that if the Effective Date for
               such Parcel or Unit falls on or after the Lease
               Rate Date during such partial first calendar month
               such decimal shall be the decimal determined as of
               the next succeeding Lease Rate Date; and

     (c)  for each calendar month during the Renewal Term, if
any, of such Parcel or Unit, an amount equal to the fair market
value rental thereof, determined as provided in paragraph (c) of
Section 13 hereof.

     "Basic Rent Payment Date" means the 20th day of any calendar
month during the Lease Term or Renewal Term of any Property or
Equipment or, if such day is not a Business Day, the next
succeeding Business Day.

     "Business Day" means any day other than a Saturday, a Sunday
or a day on which banking institutions in the City of New York
are authorized by law to close.

     "Cash Proceeds" has the meaning set forth in paragraph (a)
of Section 12 hereof.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Commercial Paper" means all promissory notes of the Lessor
issued pursuant to a Credit Agreement maturing not more than
ninety (90) days from the date of issuance thereof.

     "Computation Period" has the meaning set forth in subclause
(a)(iii)(A) of the definition of Basic Rent in Section I hereof.

     "Consent" means each consent of the Lessee to an Assignment,
pursuant to which the Lessee consents to the terms of such
Assignment insofar as they relate to this Lease, as the same may
be amended, restated, modified or supplemented from time to time.

     "Credit Agreement" means each credit or loan agreement which
has been entered into between the Lessor and a lender or lenders
related to the financing of Property or Equipment, as the same
may be amended, restated, modified or supplemented from time to
time.

     "Duff & Phelps" has the meaning set forth in the definition
of "Level 1" in this Section 1.

     "Effective Date" means, with respect to any Parcel of
Property or Unit of Equipment, the date on which such Parcel or
Unit becomes subject to this Lease, as evidenced by execution by
the Lessor of an AFL Unit Leasing Record or a Unit Leasing Record
with respect to such Parcel, as the case may be, or a Unit
Leasing Record with respect to such Unit.

     "Engine" means (a) each of the engines installed in the
Aircraft on the Aircraft's Effective Date and (b) any aircraft
engine leased hereunder, together in either case with any and all
appliances, parts, instruments, appurtenances, accessories and
other equipment of whatever nature from time to time incorporated
or installed in or attached to an Engine.

     "Equipment" means personal property of any type, including,
without limitation, any Aircraft and Engines, leased or to be
leased hereunder and, when leased, evidenced by Unit Leasing
Records, and all related appliances, appurtenances, accessions,
furnishings, Materials and parts leased or to be leased by the
Lessor to the Lessee as provided herein and including all
replacements and subsequent replacements of such related
appliances, appurtenances, accessions, furnishings, materials and
parts.  "Unit", when referring to the personal property leased
under this Lease, means a particular item of Equipment, as the
context may require.

     "Event of Default" has the meaning set forth in Section 18
hereof.

     "Extended Term" has the meaning set forth in paragraph (b)
of Section 6 hereof.

     "Governmental Action" has the meaning set forth in paragraph
(d) of Section 2 hereof.

     "Ground Lease" has the meaning set forth in Section 29
hereof.

     "Implied Senior Debt Rating" means with respect to any debt
ratings, if in existence, of the Lessee's subordinated debt from
S&P, Moody's or Duff & Phelps, as the case may be, two rating
levels higher than such subordinated debt rating.

     "Indemnified Person" has the meaning set forth in Section 11
hereof.

     "Initial Term" has the meaning set forth in paragraph (a) of
Section 6 hereof.

     "Insurance Requirements" means all terms of any insurance
policy covering or applicable to any Property or Equipment, all
requirements of the issuer of any such policy, all statutory
requirements and all orders, rules, regulations and other
requirements of any governmental body related to insurance
applicable to any Property or Equipment.

     "Lease Rate Date" has the meaning set forth in paragraph (b)
of Section 7 hereof.

     "Lease Term" means, with respect to any Parcel of Property
or Unit of Equipment, the Initial Term plus the Extended Term
thereof.

     "Legal Requirements" means all laws, judgments, decrees,
ordinances and regulations and any other governmental rules,
orders and determinations and all requirements having the force
of law, now or hereinafter enacted, made or issued, whether or
not presently contemplated, and all agreements, covenants,
conditions and restrictions, applicable to each Parcel or Unit
and/or the construction, ownership, operation or use thereof,
including, without limitation, compliance with all requirements
of labor laws and environmental statutes, compliance with which
is required at any time from the date hereof through the Lease
Term and any Renewal Term, whether or not such compliance shall
require structural, unforeseen or extraordinary changes to any
Property or Equipment or the operation, occupancy or use thereof.

     "Lessee" has the meaning set forth in the first paragraph of
this Lease.

     "Lessor" means Shawnee Funding, Limited Partnership or any
successor or successors to all of its rights and obligations as
the Lessor hereunder and, for purposes of Section 11 hereof,
shall include any partnership (general or limited), corporation,
trust, individual or other entity which computes its liability
for income or other taxes on a consolidated basis with Shawnee
Funding, Limited Partnership or the income of which for purposes
of such taxes is, or may be, determined or affected directly or
indirectly by the income of the Lessor or its successor or
successors.

     "Level 1" means when the Lessee's senior debt rating or, if
the Lessee has no senior debt rating, when the Lessee's Implied
Senior Debt Rating is AA+ to A- by Standard & Poor's Corporation
or any successor corporation thereto ("S&P"), or if the Lessee
has no senior debt rating or Implied Senior Debt Rating from S&P,
Aa1 to A3 by Moody's Investors Service, Inc. or any successor
corporation thereto ("Moody's"), or if the Lessee has no senior
debt rating or Implied Senior Debt Rating from either S&P or
Moody's, AA+ to A- by Duff & Phelps Ratings Corporation or any
successor corporation thereto ("Duff & Phelps"), or if the
Lessee's senior debt or subordinated debt is not rated by any of
S&P, Moody's or Duff & Phelps, when the Lessee's private debt is
rated NAIC 1 by the National Association of Insurance
Commissioners ("NAIC"), provided, however, that if the Lessee's
private debt rating has not been reviewed and affirmed by the
NAIC within the previous 15 month period, then when the Merrill
Lynch Fixed Income Research Rating is 7.0 or higher.

     "Level 2" means when the Lessee's senior debt rating or, if
the Lessee has no senior debt rating, when the Lessee's Implied
Senior Debt Rating is not Level 1 and when the Lessee's senior
debt rating, or if the Lessee has no senior debt rating, when the
Lessee's Implied Senior Debt Rating is BBB+ to BBB- by S&P, or if
the Lessee has no senior debt rating or Implied Senior Debt
Rating from S&P, Baal to Baa3 by Moody's, or if the Lessee has no
senior debt rating or Implied Senior Debt Rating from either
Moody's or S&P, BBB+ to BBB- by Duff & Phelps, or if the Lessee's
senior debt or subordinated debt is not rated by any of S&P,
Moody's or Duff & Phelps, when the Lessee's private debt is rated
NAIC 2 by the NAIC, provided, however, that if the Lessee's
private debt rating has not been reviewed and affirmed by the
NAIC within the previous 15 month period, then when the Merrill
Lynch Fixed Income Research Rating is 6.0 or higher but less than
7.0.

     "Level 3" means when the Lessee's senior debt rating or, if
the Lessee has no senior debt rating, when the Lessee's Implied
Senior Debt Rating is not Level 1 or Level 2, and when the
Lessee's senior debt rating, or if the Lessee has no senior debt
rating, when the Lessee's Implied Senior Debt Rating is BB+ to BB-
by S&P, or if the Lessee has no senior debt rating or Implied
Senior Debt Rating from S&P, Ba1 to Ba3 by Moody's, or if the
Lessee has no senior debt rating or Implied Senior Debt Rating
from either S&P or Moody's, BB+ to BB- by Duff & Phelps, or if
the Lessee's senior debt or subordinated debt is not rated by any
of S&P, Moody's or Duff & Phelps, when the Lessee's private debt
is rated NAIC 3 by the NAIC provided, however, that if the
Lessee's private debt rating has not been reviewed and affirmed
by the NAIC within the previous 15 month period, then when the
Merrill Lynch Fixed Income Research Rating is 5.0 or higher, but
less than 6.0.

     "Level 4" means when the Lessee's senior debt rating or if
the Lessee has no senior debt rating, when the Lessee's Implied
Senior Debt Rating is not Level 1, Level 2 or Level 3 and when
the Lessee's senior debt rating, or if the Lessee has no senior
debt rating, when the Lessee's Implied Senior Debt Rating is B+
or below by S&P, or if the Lessee has no senior debt rating or
Implied Senior Debt Rating from S&P, B1 or below by Moody's or if
the Lessee has no senior debt rating or Implied Senior Debt
Rating from either S&P or Moody's, B+ or below by Duff & Phelps,
or if the Lessee's senior debt or subordinated debt is not rated
by any of S&P, Moody's or Duff & Phelps, when the Lessee's
private debt is rated NAIC 4 by the NAIC, provided, however, that
if the Lessee's private debt rating has not been reviewed and
affirmed by the NAIC within the previous 15 month period, then
when the Merrill Lynch Fixed Income Research Rating is below 5.0.

     "Lien" means any security interest, mortgage, pledge,
hypothecation, assignment, encumbrance, lien (statutory or
other), or other security agreement of any kind or nature
whatsoever (including, without limitation, any conditional sale
or other title retention agreement, any financing lease having
substantially the same economic effect as any of the foregoing,
and the filing of any financing statement under the Uniform
Commercial Code or comparable law of any jurisdiction in respect
of any of the foregoing).

     "Merrill" means Merrill Lynch Money Markets Inc., a Delaware
corporation.

     "Merrill Leasing" means ML Leasing Equipment Corp., a
Delaware corporation.

     "Merrill Lynch" means Merrill Lynch & Co., Inc., a Delaware
corporation.

     "Monthly Rent Component" means, (i) with respect to each
Parcel of Property (other than a Parcel acquired and built
pursuant to the Agreement for Lease) or Unit of Equipment, for
each calendar month during the Lease Term of such Parcel or Unit,
the amount determined in accordance with Schedule B, if any, to
the Unit Leasing Record relating to such Parcel or Unit, (ii)
with respect to a Parcel of Property or Unit of Equipment
acquired and/or built pursuant to the Agreement for Lease, the
amount determined in accordance with Schedule B, if any, to the
AFL Unit Leasing Record relating to such Parcel of Property or
Unit of Equipment, or (iii) if no amount for such Parcel or Unit
shall be provided in Schedule B to such Unit Leasing Record or
AFL Unit Leasing Record, the Acquisition Cost of such Parcel of
Property or Unit of Equipment divided by the number of calendar
months in the Lease Term with respect to such Parcel or Unit.
Schedule B to the Unit Leasing Record, if any, or AFL Unit
Leasing Record, if any, shall be completed as to the Acquisition
Cost of the Parcel or Unit and the amortization schedule for such
Parcel or Unit, which schedule shall reflect mortgage
amortization over the Lease Term of the Acquisition Cost, as
agreed upon by the Lessee and the Lessor, provided that with
respect to Parcels of Property, the Lessee shall not be required
to amortize the Acquisition Cost of the underlying land.

     "Moody's" has the meaning set forth in the definition of
"Level 1" in this Section 1.

     "Mortgageable Ground Lease" means a Ground Lease for a
Parcel of Property to be subleased to the Lessee which is
delivered to the Lessor for execution by the Lessor, or assigned
to the Lessor by an assignment in form and substance satisfactory
to the Lessor, and having such terms and characteristics as may
be required by the Lessor and any Assignee, which terms and
characteristics shall include, without limitation, the following:
(a) free assignability to (i) any lender as security for a
borrowed money obligation of the Lessor and, upon foreclosure of
such security, freely assignable by such lender to any third
party, and (ii) any purchaser in connection with a sale of such
Parcel of Property pursuant to the provisions of this Lease or
the Agreement for Lease (the Lessor and any Assignee being
released from liability upon such assignment); (b) a term
(including renewals) of at least one (1) year in excess of the
Lease Tenn of the Parcel of Property to which such Ground Lease
relates; (c) no provisions for percentage or variable rent; (d)
permit any lawful use; (e) no provision for a security deposit;
(f) a requirement that any Assignee or any lender will receive
copies of all notices of default delivered under or pursuant to
such Ground Lease; (g) a provision that any Assignee or any
lender shall have the right to cure any defaults thereunder
(whether monetary or nonmonetary in nature), and in the event of
such cure, to receive a new ground lease on the same terms as the
original Ground Lease; (h) a no recourse section in accordance
with the language set forth in Section 31 hereof; (i) a
prohibition of any mortgages or other Liens on the underlying
fee, except Permitted Liens; and (j) no provision requiring the
Lessor to indemnify any Person.  A Mortgageable Ground Lease
shall be delivered with such estoppel certificates, recognition
and attornment agreements, or confirmation of customary mortgagee
protection as are reasonably acceptable to the Lessor and any
Assignee.

     "NAIC" has the meaning set forth in the definition of "Level
1" in this Section 1.

     "Permitted Contest" has the meaning set forth in paragraph
(a) of Section 28 hereof.

     "Permitted Liens" means the following Liens and other
matters affecting the title of any Parcel of Property or Unit of
Equipment:  (a) Liens securing the payment of taxes, assessments
and other governmental charges or levies which are either not
delinquent or, if delinquent, are being contested by the Lessee
in good faith as a Permitted Contest; (b) zoning and planning
restrictions, subdivision and platting restrictions, easements,
rights-of-way, licenses, reservations, covenants, conditions,
waivers, restrictions on the use of any Parcel of Property, minor
encroachments or minor irregularities of title none of which
materially impairs the intended use or value of such Parcel of
Property by the Lessee; (c) reservations of mineral interests;
(d) the Lien created pursuant to a Credit Agreement; (e) leases
and licenses in effect with respect to any Parcel of Property
which are permitted by this Lease or which are delivered to and
accepted by the Lessor and any Assignee prior to such Parcel's
Effective Date; and (f) such other or additional matters as may
be approved in writing by the Lessor and any Assignee.

     "Person" means any individual, corporation, partnership,
limited liability company, joint venture, association,
joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

     "Potential Default" means any event which, but for the lapse
of time, or giving of notice, or both, would constitute an Event
of Default.

     "Pork Production Facility" means any Property designed for
use to farrow, nurse or finish hogs, and related improvements on
the same Parcel of Property.

     "Pork Production Facility Equipment" means the Units of
Equipment, if any, used and (if such Equipment has been acquired
by the Lessor but not yet delivered by the vendor) to be used, at
a particular Pork Production Facility, including without
limitation certain vehicles to be used to deliver feeder pigs and
slaughter hogs to, and to spread effluent at, a particular Pork
Production Facility.

     "Poultry Production Facility" means any Property designed
for use to breed, hatch, and grow poultry, and related
improvements on the same Parcel of Property.

     "Poultry Production Facility Equipment" means the Units of
Equipment, if any, used and (if such Equipment has been acquired
by the Lessor but not yet delivered by the vendor) to be used, at
a particular Poultry Production Facility, including without
limitation certain vehicles to be used to deliver the chicken
livestock to a particular Poultry Production Facility.

     "Property" means any and all parcels of land together with
all buildings and other improvements (including, without
limitation, the attachments, appliances, equipment, machinery and
other affixed property which, in each case, would constitute
"fixtures" under Section 9-313(1)(a) of the Uniform Commercial
Code) now or hereafter located on such parcels of land, leased or
to be leased hereunder and when leased, evidenced by Unit Leasing
Records or AFL Unit Leasing Records, and the respective
easements, rights and appurtenances relating to such parcels of
land, buildings and improvements.  "Parcel" or "Parcel of
Property" means a specific parcel or parcels of Property.

     "Reconciliation Amount" has the meaning set forth in
paragraph (f) of Section 7 hereof.

     "Renewal Term" has the meaning set forth in paragraph (b) of
Section 13 hereof.

     "Responsible Officer" shall mean the President, Vice
President, Secretary or Treasurer of the Lessee, or any other
officer or similar official of the Lessee responsible for the
administration of the obligations of the Lessee with respect to
this Lease.

     "S&P" has the meaning set forth in the definition of "Level
1" in this Section 1.

     "Taking" has the meaning set forth in paragraph (a) of
Section 16 hereof.

     "Unit Leasing Record" means an instrument, substantially in
the form of Exhibit D hereto, evidencing, except in the case of
any Parcel or Parcels of Property acquired and built pursuant to
the Agreement for Lease, the lease of any Parcel or Parcels of
Property or Unit or Units of Equipment under this Lease.

     "Variable Component of Basic Rent" has the meaning set forth
in the definition of Basic Rent in Section 1 hereof.

          SECTION 2.  REPRESENTATIONS, WARRANTIES AND
                   AGREEMENTS OF LESSEE.

          The Lessee represents, warrants and covenants to the
Lessor:

     (a)  Corporate Matters.  The Lessee (i) has been duly
incorporated and is validly existing as a corporation in good
standing under the laws of the State of Delaware, (ii) has full
power, authority and legal right to own and operate its
properties and to conduct its business as presently conducted and
to execute, deliver and perform its obligations under this Lease
and any Consent, and (iii) is duly qualified to do business as a
foreign corporation in good standing in each jurisdiction in
which its ownership or leasing of properties or the conduct of
its business requires such qualification.

     (b)  Binding Agreement.  This Lease has been duly
authorized, executed and delivered by the Lessee and, assuming
the due authorization, execution and delivery of this Lease by
the Lessor, this Lease is a legal, valid and binding obligation
of the Lessee, enforceable according to its terms, subject, as to
enforceability, to applicable bankruptcy, insolvency and similar
laws affecting creditors' rights generally and to general
principles of equity.

     (c)  Compliance with Other Instruments.  The execution,
delivery and performance by the Lessee of this Lease and any
Consent will not result in any violation of any term of the
articles of incorporation or the by-laws of the Lessee, do not
require stockholder approval or the approval or consent of any
trustee or holders of indebtedness of the Lessee except such as
have been obtained prior to the date hereof and will not conflict
with or result in a breach of any terms or provisions of, or
constitute a default under, or result in the creation or
imposition of any Lien (other than a Permitted Lien) upon any
property or assets of the Lessee under, any indenture, mortgage
or other agreement or instrument to which the Lessee is a party
or by which it or any of its property is bound, or any existing
applicable law, rule, regulation, license, judgment, order or
decree of any government, governmental body or court having
jurisdiction over the Lessee or any of its activities or
properties, except for any possible violations of any existing
applicable law, rule, regulation, license, judgment, order or
decree of any government, governmental body or court having
jurisdiction over the Lessee or any of its activities or
properties, which violation could not reasonably be expected to
impair the validity and enforceability of this Lease or
materially impair the rights of or benefits available to the
Lessor under this Lease or the ability of the Lessee to perform
its obligations under this Lease.

     (d)  Governmental Consents.  There are no consents, permits,
licenses, orders, authorizations, approvals, waivers, extensions
or variances of, or notices to or registrations or filings with
(each a "Governmental Action"), any governmental or public body
or authority which are or will be required in connection with the
valid execution, delivery and performance of this Lease, or any
Governmental Action (i) which is or will be required in
connection with any participation by the Lessor in the
transaction contemplated by any bill of sale, deed, assignment,
assumption, ownership agreement, operating agreement, or other
agreement relating to any Property or Equipment or (ii) which is
or will be required to be obtained by the Lessor, the Lessee,
Merrill, Merrill Leasing, any Assignee or any Affiliate of the
foregoing, during the term of this Lease, with respect to any
Property or Equipment except such Governmental Actions, (A) (i)
as have been duly obtained, given or accomplished, with true
copies thereof delivered to the Lessor, (ii) as may be required
by applicable law not now in effect and (iii) as may be necessary
in connection with any alterations of any Property permitted
hereunder, which Governmental Actions will be obtained prior to
the time required or (B) which, individually or in the aggregate,
if not obtained or effected, (x) will not place either the Lessor
or any Assignee in any danger of civil liability for which the
Lessor or any Assignee is not adequately indemnified (the
Lessee's obligations under Section 11 of this Lease shall be
deemed to be adequate indemnification if no Event of Default
exists and if such civil liability is reasonably likely to be
less than $1,000,000 in the aggregate) or subject the Lessor or
any Assignee to any criminal liability as a result of a failure
to comply therewith, (y) will not result in a material diminution
in the value of any Property or Equipment, and (z) will not
materially impair the ability of the Lessee to perform its
obligations hereunder.

     (e)  Financial Statements.  The Lessee has furnished to the
Lessor copies of its Annual Report on Form 10-K for the year
ended December 31, 1993, and its Quarterly Reports on Form 10-Q
for the quarter ended March 26, 1994.  The financial statements
contained in such documents fairly present the financial
position, results of operations and statements of cash flows of
the Lessee as of the dates and for the periods indicated therein
and have been prepared in accordance with generally accepted
accounting principles applied on a consistent basis as described
therein.

     (f)  Changes.  Since March 26, 1994, there has been no
material adverse change in the financial condition or business of
the Lessee nor any change which would materially impair the
ability of the Lessee to perform its obligations under this
Lease.

     (g)  Litigation.  There is no action, suit, proceeding or
investigation at law or in equity by or before any court,
governmental body, agency, commission or other tribunal now
pending or, to the Lessee's knowledge, threatened against or
affecting the Lessee or any property or rights of the Lessee
which questions the enforceability of this Lease, which affects
any Parcel of Property or Unit of Equipment, which may have a
material adverse impact on the financial condition or business of
the Lessee or which, if adversely determined, would materially
impair the ability of the Lessee to perform its obligations
hereunder.

     (h)  Delivery of Information.  The Lessee shall deliver to
the Lessor from time to time, (i) promptly, and in any event not
more than 120 days after the end of each fiscal year of the
Lessee, copies of its Annual Reports on Form 10-K and promptly,
and in any event not more than 60 days after the end of each
fiscal quarter of the Lessee, its Quarterly Reports on Form 10-Q,
and promptly any other reports it files with the Securities and
Exchange Commission, (ii) promptly upon request, such other
information with respect to the Lessee's operations, business,
properties, assets, financial condition or litigation as the
Lessor or any Assignee shall reasonably request, (iii) promptly
after a Responsible Officer of the Lessee obtains knowledge of
any Event of Default or Potential Default hereunder, a
certificate of a Responsible Officer of the Lessee specifying the
nature and period of existence of such Event of Default or
Potential Default, and what action, if any, the Lessee has taken,
is taking, or proposes to take with respect thereto and (iv)
promptly after a Responsible Officer of the Lessee obtains
knowledge of any material adverse change in the financial
condition or business of the Lessee or of any litigation of the
type described in paragraph (g) of this Section 2, a certificate
of a Responsible Officer of the Lessee describing such change or
litigation as the case may be, and what action, if any, the
Lessee has taken, is taking, or proposes to take with respect
thereto.

     (i)  Aircraft.  To the best of the Lessee's knowledge,
neither the execution and delivery by the Lessee of a Unit
Leasing Record relating to Aircraft nor any of the transactions
relative to Aircraft contemplated by this Lease, require the
consent or approval of the Federal Aviation Administration,
except for notice pursuant to Federal Aviation Administration
Regulation  91.23 (14 C.F.R.  91.23).

     (j)  Accuracy of Appraisal.  The information contained in
any appraisal report furnished by the Lessee to the Lessor with
respect to any Parcel of Property or Unit of Equipment is
accurate and complete in all material respects.

     (k)  Compliance with Legal Requirements and Insurance
Requirements.  The operation, use and physical condition of the
Property and Equipment are in full compliance with all Legal
Requirements and Insurance Requirements, except any Legal
Requirements, the non-compliance with which, individually or in
the aggregate, (i) will not place either the Lessor or any
Assignee in any danger of civil liability for which the Lessor or
any Assignee is not adequately indemnified (the Lessee's
obligations under Section 11 of this Lease shall be deemed to be
adequate indemnification if no Event of Default exists and if
such civil liability is reasonably likely to be less than
$1,000,000 in the aggregate) or subject the Lessor or any
Assignee to any criminal liability as a result of failure to
comply therewith, (ii) will not result in a material diminution
in the value of any Property or Equipment and (iii) is consistent
with prudent business practices.

     (l)  Liens.  No Property or Equipment is subject to any
Lien, except Permitted Liens.

     (m)  Agreement for Lease.  The Property acquired and built
pursuant to the Agreement for Lease was acquired and built in
accordance with the terms of the Agreement for Lease.  The
representations and warranties of the Lessee, as agent, in the
Agreement for Lease are true and correct in all material
respects.

     (n)  ERISA.  The Lessee has not established and does not
maintain or contribute to any employee benefit plan that is
covered by Title IV of the Employee Retirement Income Security
Act of 1974, as amended, from time to time.

          SECTION 3.  LEASE OF PROPERTY OR EQUIPMENT.

     (a)  Subject to the terms and conditions hereof, the Lessor
shall lease to the Lessee, and the Lessee may lease from the
Lessor pursuant to this Lease, any Property or Equipment, when
and as the Lessee has need of such Property or Equipment;
provided, that:

          (i)  such Property or Equipment is available for
               purchase;

          (ii) except with respect to any Parcel of Property
               acquired and built pursuant to the Agreement for
               Lease, the Lessor has approved the purchase order
               or acquisition with respect to such Equipment or
               the acquisition with respect to such Property
               (which approval shall be in the sole discretion of
               the Lessor);

          (iii)     at the time any such Property or Equipment is
               to be ordered or leased hereunder there exists no
               Event of Default or Potential Default;

          (iv) with respect to any Property acquired and built
               pursuant to the Agreement for Lease, Substantial
               Completion (as defined in the Agreement for Lease)
               shall have occurred; and

          (v)  the sum of (A) the Acquisition Cost of such
               Property or Equipment and (B) the aggregate
               Adjusted Acquisition Cost of all other Property or
               Equipment leased hereunder would not, at the time
               any such Property or Equipment is to be leased
               hereunder, exceed such amount as the Lessor and
               the Lessee may from time to time agree.

     (b)  The lease hereunder of each Parcel of Property and
related Units of Equipment acquired and built pursuant to the
Agreement for Lease shall be evidenced by an AFL Unit Leasing
Record.  Subject to the terms of paragraph (a) of Section 3
hereof, upon Substantial Completion (as defined in the Agreement
for Lease) of a Parcel or Parcels of Property acquired and built
pursuant to the Agreement for Lease, the Lessee shall prepare an
AFL Unit Leasing Record.  The AFL Unit Leasing Record shall give
a full description of the Property (and the Equipment included
therein), the Acquisition Cost thereof, the Initial Term,
Extended Term and Renewal Term of the Property and Equipment
included therein, the Monthly Rent Component with respect to such
Property, and such other details as the Lessor and the Lessee may
from time to time agree.  Each AFL Unit Leasing Record that
relates to Pork Production Facilities or Poultry Production
Facilities shall identify specifically the Pork Production
Facility Equipment or the Poultry Production Facility Equipment,
as the case may be, to be used at such Pork Production Facility
or such Poultry Production Facility, as the case may be.  Within
five (5) Business Days of the Lessor's receipt of the Certificate
of Substantial Completion relating to a Parcel or Parcels of
Property to be leased hereunder, satisfaction of the other
requirements of the Agreement for Lease and receipt of a
completed and executed AFL Unit Leasing Record, the Lessor shall
execute the AFL Unit Leasing Record and deliver it to the Lessee.
The AFL Unit Leasing Record shall have an Effective Date of the
date of execution by the Lessor of the AFL Unit Leasing Record.
Execution and delivery by the Lessee of an AFL Unit Leasing
Record shall constitute (i) acknowledgment by the Lessee that the
Property and Equipment, if any, specified in such AFL Unit
Leasing Record has been delivered to the Lessee in good condition
and has been accepted for lease hereunder by the Lessee as of the
Effective Date of such AFL Unit Leasing Record, (ii)
acknowledgment by the Lessee that the Property and Equipment, if
any, specified in such AFL Unit Leasing Record is subject to all
of the covenants, terms and conditions of this Lease, and (iii)
certification by the Lessee that the representations and
warranties contained in Section 2 of this Lease are true and
correct on and as of the Effective Date of such AFL Unit Leasing
Record as though made on and as of such date and that there
exists on such date no Event of Default or Potential Default.

     (c)  The lease of each Parcel of Property, other than a
Parcel of Property acquired and built pursuant to the Agreement
for Lease, or Unit of Equipment to the Lessee under this Lease
shall be evidenced by a Unit Leasing Record.  The Lessee shall
prepare and execute a Unit Leasing Record with respect to each
Parcel of Property or Unit of Equipment (which Unit Leasing
Record may relate to more than one Unit of Equipment) and deliver
it promptly to the Lessor.  Contemporaneously with the payment
required by paragraph (b) of Section 5 hereof, the Lessor shall
execute the acceptance of such Unit Leasing Record and promptly
return one copy of such Unit Leasing Record to the Lessee.

     (d)  The Lessee shall prepare each Unit Leasing Record
pursuant to the procedures provided by the Lessor.  Each Unit
Leasing Record shall give a full description of the Parcel or
Parcels of Property or Unit or Units of Equipment covered
thereby, the Acquisition Cost of each such Parcel or Unit, the
Initial Term, Extended Term and Renewal Term for each such Parcel
or Unit, the Monthly Rent Component with respect to each such
Parcel or Unit, its location and such other details as the Lessor
and the Lessee may from time to time agree.  Any Unit Leasing
Record relating to Equipment which is Pork Production Facility
Equipment or Poultry Production Facility shall identify the Pork
Production Facility or the Poultry Production Facility, as the
case may be, at which such Pork Production Facility Equipment or
such Poultry Production Facility Equipment, as the case may be,
is to be used.

     (e)  Execution by the Lessee of a Unit Leasing Record shall
constitute (i) acknowledgment by the Lessee that the Property or
Equipment specified in such Unit Leasing Record has been
delivered to the Lessee in good condition and has been accepted
for lease hereunder by the Lessee as of the Effective Date, (ii)
acknowledgment by the Lessee that the Property or Equipment
specified in such Unit Leasing Record is subject to all of the
covenants, terms and conditions of this Lease, and (iii)
certification by the Lessee that the representations and
warranties contained in Section 2 of this Lease are true and
correct on and as of the Effective Date as though made on and as
of the Effective Date and that there exists on the Effective Date
no Event of Default or Potential Default.

     (f)  In connection with any Parcel of Property acquired and
built pursuant to the Agreement for Lease, within three (3)
months of the Effective Date of such Parcel, the Lessee may
deliver to the Lessor a Certificate of Increased Cost (as defined
in the Agreement for Lease) pursuant to the Agreement for Lease
setting forth the actual amount expended by the Lessee for items
included in the Unit Budget (as defined in the Agreement for
Lease) with respect to such Parcel while it was subject to the
Agreement for Lease.  If, based upon such Certificate of
Increased Cost, a Completion Advance (as defined in the Agreement
for Lease) is to be made, the Lessor shall execute within five
(5) days of receipt of such Certificate of Increased Cost from
the Lessee a revised AFL Unit Leasing Record to amend the
Adjusted Acquisition Cost for such Parcel to reflect the increase
in the Acquisition Cost.

          SECTION 4.  OPERATING LEASE.

     The Lessor and the Lessee hereby declare that it is their
mutual intent that for accounting and regulatory purposes this
Lease be treated as an operating lease and not an instrument or
evidence of indebtedness, and that the relationship between the
Lessor and the Lessee under this Lease shall be that of lessor
and lessee only.  Title to and ownership of any Property or
Equipment shall at all times remain in the Lessor and at no time
become vested in the Lessee except in accordance with an express
provision of this Lease.  The Lessee does not hereby acquire any
right, equity, title or interest in or to any Property or
Equipment except pursuant to the terms hereof.

          SECTION 5.  DELIVERY.

     (a)  The Lessee shall acquire or order and accept Property,
other than Property acquired and built pursuant to the Agreement
for Lease, or Equipment pursuant to the procedures provided by
the Lessor.  The Lessor shall not be liable to the Lessee for any
failure to obtain, or delay in obtaining, any Property or
Equipment or any delay in the delivery of title to the Lessor or
possession of the Property or Equipment to the Lessee.

     (b)  Upon acceptance for lease of a Parcel of Property,
other than Property acquired and built pursuant to the Agreement
for Lease, or Unit of Equipment by the Lessee and the Lessor and
receipt by the Lessor of (i) the vendor's invoice or invoices for
such Unit of Equipment and a contract of sale and deed with
respect to each Parcel of Property, (ii) invoices or other
evidence satisfactory to the Lessor for any amounts included in
the Acquisition Cost of such Parcel or Unit payable to parties
other than the vendor, (iii) invoices or other evidence
satisfactory to the Lessor (including an appraisal with respect
to a Parcel of Property or Unit of Equipment) for any amounts
included in the Acquisition Cost of such Parcel or Unit that have
been paid to the vendor or other parties by the Lessee and for
any costs included in the Acquisition Cost of such Parcel or Unit
incurred by the Lessee, (iv) with respect to each Parcel of
Property, an ALTA form title insurance commitment from a title
insurance company satisfactory to the Lessor, subject to no title
exceptions other than those approved by the Lessor, (v) a Unit
Leasing Record with respect to such Parcel or Unit prepared and
duly executed by the Lessee, (vi) in the case of the Aircraft,
(1) a letter, certificate or other evidence satisfactory to the
Lessor as to the due compliance with the insurance provisions of
Section 10 of this Lease, (2) an opinion of counsel to the Lessee
with respect to matters, if any, requested by the Lessor, (3) an
AC Form 8050-2 Bill of Sale (or such other form of bill of sale
as may be approved by the Federal Aviation Administration on the
Effective Date for the Aircraft) covering the Aircraft, executed
by the owner of the Aircraft in favor of the Lessor, (4) evidence
satisfactory to the Lessor that application for registration of
the Aircraft in the name of the Lessor has been duly made with
the Federal Aviation Administration and (5) evidence satisfactory
to the Lessor that the Aircraft has been certificated by the
Federal Aviation Administration with an appropriate airworthiness
certificate and such certificate is in full force and effect and
(vii) such other documentation as the Lessor may reasonably
require, the Lessor shall (A) pay to such vendor the amount of
the vendor's invoice or invoices and/or contract of sale for such
Parcel or Unit except to the extent previously paid by the
Lessee, (B) pay to such other parties such amounts payable,
except to the extent previously paid by the Lessee and (C)
reimburse or pay to the Lessee for such amounts paid to the
vendor or other parties by the Lessee, for such costs incurred by
the Lessee and, if agreed between the Lessor and the Lessee, for
the appraised value of the Property or Equipment; provided,
however, that in no event shall the sum of all payments made
pursuant to clauses (A), (B) and (C) above exceed the Acquisition
Cost of such Property or Equipment.

     (c)  The requirements for acceptance for lease hereunder of
the Property acquired and built pursuant to the Agreement for
Lease shall be the requirements set forth in the Agreement for
Lease.

     (d)  The Lessee shall ensure that the installation or
erection of any Equipment is in accordance with the
specifications and requirements of the vendor thereof.

     (e)  The obligations of the Lessee to pay all amounts
payable pursuant to this Lease (including specifically and
without limitation amounts payable under Sections 7 and 11
hereof) shall be absolute and unconditional under any and all
circumstances of any character, and such amounts shall be paid
without notice, demand, defense, setoff, deduction or
counterclaim and without abatement, suspension, deferment,
diminution or reduction of any kind whatsoever, except as herein
expressly otherwise provided.  The obligation of the Lessee to
lease and pay Basic Rent for any and all Property or Equipment
accepted for use pursuant to this Lease is without any warranty
or representation, express or implied, as to any matter
whatsoever on the part of the Lessor or any Assignee or any
Affiliate of either, or anyone acting on behalf of any of them.

     THE LESSEE HAS SELECTED AND SHALL SELECT ALL PROPERTY OR
EQUIPMENT ACQUIRED OR ORDERED ON THE BASIS OF ITS OWN JUDGMENT.
NEITHER THE LESSOR NOR ANY ASSIGNEE NOR ANY AFFILIATE OF EITHER,
NOR ANYONE ACTING ON BEHALF OF ANY OF THEM MAKES ANY
REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR
IMPLIED, INCLUDING, WITHOUT LIMITATION, AS TO THE SAFETY, TITLE,
CONDITION, QUALITY, QUANTITY, FITNESS FOR USE, MERCHANTABILITY,
CONFORMITY TO SPECIFICATION, OR ANY OTHER CHARACTERISTIC, OF ANY
PROPERTY OR EQUIPMENT, OR AS TO WHETHER ANY PROPERTY OR EQUIPMENT
OR THE OWNERSHIP, USE, OCCUPANCY OR POSSESSION THEREOF COMPLIES
WITH ANY LAWS, RULES, REGULATIONS OR REQUIREMENTS OF ANY KIND.

     AS BETWEEN THE LESSEE AND THE LESSOR, ANY ASSIGNEE OR ANY
INDEMNIFIED PERSON, THE LESSEE ASSUMES ALL RISKS AND WAIVES ANY
AND ALL DEFENSES, SET-OFFS, DEDUCTIONS, COUNTERCLAIMS (OR OTHER
RIGHTS), EXISTING OR FUTURE, AS TO THE LESSEE'S OBLIGATION TO PAY
BASIC RENT AND ALL OTHER AMOUNTS PAYABLE HEREUNDER, INCLUDING,
WITHOUT LIMITATION, ANY RELATING TO:

     (A)  THE SAFETY, TITLE, CONDITION, QUALITY, QUANTITY,
FITNESS FOR USE, MERCHANTABILITY, CONFORMITY TO SPECIFICATION, OR
ANY OTHER QUALITY OR CHARACTERISTIC OF ANY PROPERTY OR EQUIPMENT,
LATENT OR NOT;

     (B)  ANY SET-OFF, COUNTERCLAIM, RECOUPMENT, ABATEMENT,
DEFENSE OR OTHER RIGHT WHICH THE LESSEE MAY HAVE AGAINST THE
LESSOR, ANY ASSIGNEE OR ANY INDEMNIFIED PERSON FOR ANY REASON
WHATSOEVER ARISING OUT OF THIS OR ANY OTHER TRANSACTION OR
MATTER;

     (C)  ANY DEFECT IN TITLE OR OWNERSHIP OF PROPERTY OR
EQUIPMENT OR ANY TITLE ENCUMBRANCE NOW OR HEREAFTER EXISTING WITH
RESPECT TO THE PROPERTY OR EQUIPMENT;

     (D)  ANY FAILURE OR DELAY IN DELIVERY OR ANY LOSS, THEFT OR
DESTRUCTION OF, OR DAMAGE TO, ANY PROPERTY OR EQUIPMENT, IN WHOLE
OR IN PART, OR CESSATION OF THE USE OR POSSESSION OF ANY PROPERTY
OR EQUIPMENT BY THE LESSEE FOR ANY REASON WHATSOEVER AND OF
WHATEVER DURATION, OR ANY CONDEMNATION, CONFISCATION,
REQUISITION, SEIZURE, PURCHASE, TAKING OR FORFEITURE OF ANY
PROPERTY OR EQUIPMENT, IN WHOLE OR IN PART;

     (E)  ANY INABILITY OR ILLEGALITY WITH RESPECT TO THE USE,
OWNERSHIP, OCCUPANCY OR POSSESSION OF THE PROPERTY OR EQUIPMENT
BY THE LESSEE;

     (F)  ANY INSOLVENCY, BANKRUPTCY, REORGANIZATION OR SIMILAR
PROCEEDING BY OR AGAINST THE LESSEE OR THE LESSOR OR ANY
ASSIGNEE;

     (G)  ANY FAILURE TO OBTAIN, OR EXPIRATION, SUSPENSION OR
OTHER TERMINATION OF, OR INTERRUPTION TO, ANY REQUIRED LICENSES,
PERMITS, CONSENTS, AUTHORIZATIONS, APPROVALS OR OTHER LEGAL
REQUIREMENTS;

     (H)  THE INVALIDITY OR UNENFORCEABILITY OF THIS LEASE OR ANY
OTHER INFIRMITY HEREIN OR ANY LACK OF POWER OR AUTHORITY OF THE
LESSOR OR THE LESSEE TO ENTER INTO THIS CONTRACT;

     (I)  THE INVALIDITY OR UNENFORCEABILITY OF ANY BILL OF SALE
OF ANY PROPERTY OR EQUIPMENT EXECUTED IN CONNECTION WITH THIS
LEASE OR ANY OTHER INFIRMITY THEREIN OR LACK OF POWER OR
AUTHORITY OF ANY PARTY THERETO TO ENTER INTO SUCH BILL OF SALE;
OR

     (J)  ANY OTHER CIRCUMSTANCES OR HAPPENING WHATSOEVER,
WHETHER OR NOT SIMILAR TO ANY OF THE FOREGOING.

     THE LESSEE HEREBY WAIVES, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, ANY AND ALL RIGHTS WHICH IT MAY NOW HAVE OR WHICH
AT ANY TIME HEREAFTER MAY BE CONFERRED UPON IT, BY STATUTE OR
OTHERWISE, TO TERMINATE, CANCEL, QUIT, RESCIND OR SURRENDER THIS
LEASE EXCEPT IN ACCORDANCE WITH THE EXPRESS TERMS HEREOF.   Each
payment of Basic Rent, Additional Rent and any other amount due
hereunder made by the Lessee shall be final, and the Lessee,
without waiving any other remedies it may have, will not seek or
have any right to recover all or any part of such payment from
the Lessor or any Assignee for any reason whatsoever.  The making
of payments under this Lease by the Lessee (including without
limitation payments pursuant to Section 11 hereof) shall not be
deemed to be a waiver of any claim or claims that the Lessee may
assert against the Lessor or any other Person.  The Lessor agrees
to repay the Lessee amounts paid to the Lessor to the extent such
payments were in error and are not required by any of the terms
and provisions of this Lease.

     (f)  Notwithstanding any other provision contained in this
Lease, it is specifically understood and agreed that neither the
Lessor nor any Assignee nor any Affiliate of either, nor anyone
acting on behalf of any of them makes any warranties or
representations, or has any responsibility or duty, nor, except
as set forth in Section 22 of this Lease, has the Lessor or any
Assignee or any Affiliate of either, or anyone acting on behalf
of any of them made any covenants or undertakings, as to the
accounting treatment to be accorded the Lessee or as to the U.S.
Federal or any state income or any other tax consequences, if
any, to the Lessee as a result of or by virtue of the
transactions contemplated by this Lease.

     (g)  In the event the title insurance policy insuring the
Lessor's interest in any Parcel of Property would not, in the
absence of special insurance by the Lessee, become effective
until the date of recordation of the deed, then the Lessee shall
furnish such indemnity to the title insurance company as it shall
require in order to insure the Lessor's interest in such Parcel
of Property, effective as of the Effective Date.

          SECTION 6.  INITIAL TERM; EXTENDED TERM.

     (a)  The "Initial Term" with respect to any Parcel of
Property or Unit of Equipment leased hereunder shall commence on
the Effective Date set forth in the Unit Leasing Record or the
AFL Unit Leasing Record for such Parcel of Property or Unit of
Equipment and shall continue for any partial first calendar month
plus the number of calendar months set forth opposite such Parcel
of Property or type of Equipment under the heading "Initial Term"
in Exhibit A hereto, unless terminated earlier pursuant to
Section 12, 13, 14, 15, 16, 19 or 20 hereof.  Notwithstanding the
preceding sentence, if any Ground Lease is terminated prior to
the expiration of the then current term of such Ground Lease,
then, as provided in paragraph (d) of Section 29 hereof, the
lease of any Parcel of Property subject to such Ground Lease
shall terminate on the date of termination of such Ground Lease
and all of the other terms and provisions of paragraph (d) of
Section 29 hereof shall apply to such termination.

     (b)  The "Extended Term" with respect to any Parcel of
Property or Unit of Equipment shall commence on the first day of
the calendar month following the last day of the Initial Term of
such Parcel or Unit and shall continue for the number of calendar
months set forth opposite such Parcel of Property or type of
Equipment under the heading "Extended Term" in Exhibit A hereto
and specified in the Unit Leasing Record or the AFL Unit Leasing
Record for such Parcel of Property or Unit of Equipment, unless
terminated earlier pursuant to Section 12, 13, 14, 15, 16, 19 or
20 hereof; provided that, in the case of Pork Production Facility
Equipment and Poultry Production Facility Equipment, in certain
circumstances set forth in Exhibit A hereto, the Extended Term
with respect to such Pork Production Facility Equipment or such
Poultry Production Facility Equipment, as the case may be, shall
commence on the Effective Date set forth in the Unit Leasing
Record relating to such Unit of Pork Production Facility
Equipment or such Unit of Poultry Production Facility Equipment,
as the case may be.  Notwithstanding the preceding sentence, if
any Ground Lease is terminated prior to the expiration of the
then current term of such Ground Lease, then, as provided in
paragraph (d) of Section 29 hereof, the lease of any Parcel of
Property subject to such Ground Lease shall terminate on the date
of termination of such Ground Lease and all of the other terms
and provisions of paragraph (d) of Section 29 hereof shall apply
to such termination.

     (c)  With respect to each Unit of Equipment or Parcel of
Property, it is understood and agreed that the Initial Term of
each Parcel of Property or Unit of Equipment shall in no event
exceed 75% of its economic useful life.

     (d)  Notwithstanding anything contained in this Section 6,
the provisions of Sections 10 and 11 hereof and paragraph (a) of
Section 15 hereof shall apply with respect to any Property or
Equipment from the time such Property or Equipment is ordered by
the Lessee, with the approval of the Lessor, pursuant to
procedures supplied by the Lessor.

          SECTION 7.  RENT AND OTHER PAYMENTS.

     (a)  The Lessee hereby agrees to pay the Lessor (i) on each
Basic Rent Payment Date, Basic Rent for the calendar month (or
part thereof) in which such Basic Rent Payment Date falls, with
respect to each Parcel of Property or Unit of Equipment leased
during any part of such calendar month hereunder for which the
Effective Date is before the Lease Rate Date for such calendar
month, and (ii) on the Basic Rent Payment Date in the next
succeeding calendar month, Basic Rent for any partial first
calendar month, with respect to each Parcel of Property or Unit
of Equipment for which the Effective Date is on or after the
Lease Rate Date for such calendar month.

     (b)  The Lessor shall furnish to the Lessee on the 16th day
of each calendar month the percentage referred to in paragraph
(a)(iii) of the definition of "Basic Rent" in Section 1 hereof
for such calendar month, or, if such day is not a Business Day,
on the next succeeding Business Day (the "Lease Rate Date").
Prior to each Basic Rent Payment Date the Lessor shall furnish
the Lessee with a summary of the calculations of Basic Rent
payable on such Basic Rent Payment Date.

     (c)  The Lessee hereby agrees to pay on demand all amounts
(other than Basic Rent) payable hereunder including, without
limitation, all amounts payable to any Indemnified Person
pursuant to Section 11 hereof.

     (d)  Without prejudice to the full exercise by the Lessor of
its rights under Sections 18 and 19 hereof, the Lessee shall pay
to the Lessor from time to time, on demand, as additional rent
("Additional Rent") (i) amounts required to reimburse the Lessor
for its obligations, costs and expenses (not previously included
in Basic Rent) incurred in acquiring, financing (including equity
financing) and leasing the Property or Equipment (including,
without limitation, all obligations of the Lessor under or in
respect of any interest rate swap, cap, collar or other financial
hedging arrangement and any amounts payable by the Lessor under
any such arrangement to reduce the notional amount thereof by the
amount of any prepayment of any borrowing to which such interest
rate swap, cap, collar or other financial hedging arrangement
relates), and (ii) to the extent legally enforceable, an amount
computed by multiplying (A) all sums not paid by the Lessee to
the Lessor as provided in this Lease on or before the date such
payments are due, by (B) the decimal equivalent of the percentage
referred to in paragraph (a)(iii) of the definition of "Basic
Rent" as most recently furnished by the Lessor, and by (C) a
fraction having a numerator equal to the number of days in the
period from but excluding such due date to and including the date
of payment thereof and a denominator of 365, or in a leap year,
366.  The Lessee shall also pay to the Lessor on demand an amount
equal to any expenses incurred by the Lessor in collecting such
unpaid sums.

     (e)  Basic Rent and Additional Rent and any other amount
payable by the Lessee to the Lessor shall be paid such that
immediately available funds in the full amount due are available
on the date due, to the account of the Lessor at such bank, or to
such account of such other Person at such bank, or otherwise as
the Lessor may from time to time designate.

     (f)  During the Lease Term of any Parcel of Property or Unit
of Equipment, the Lessor shall calculate, on each Lease Rate Date
(except the first Lease Rate Date hereunder), the difference, if
any, between (i) the Variable Component of Basic Rent paid by the
Lessee for the previous calendar month and (ii) an amount equal
to what the Variable Component of Basic Rent would have been for
such calendar month had the Variable Component of Basic Rent been
calculated using the weighted average bond yield equivalent
percentage cost per annum on all Commercial Paper of the Lessor
outstanding at any time or the weighted average percentage cost
per annum of other borrowings outstanding at any time or a
blended rate if both Commercial Paper and other borrowings are
outstanding at any time (as specified in clauses (A), (B) and
(C), respectively, in subparagraph (a)(iii) of the definition of
Basic Rent) during the previous calendar month (rather than
during the applicable Computation Period); provided, that with
respect to the Variable Component of Basic Rent for the last
month of the Lease Term, such calculation shall occur on the last
day of the Lease Term.  On or about August 16, 1995 (or such
other date that the Lessor so chooses), and thereafter on or
about August 16 of each year, and on the last day of the Lease
Term, the Lessor shall furnish to the Lessee a calculation of the
aggregate difference between the amounts determined under clause
(i) above and the correlating amounts determined under clause
(ii) above (the "Reconciliation Amount") for each calendar month
since the date of this Lease or each calendar month since the
last time the Reconciliation Amount was calculated, whichever is
later.  The Lessor and the Lessee agree that if the
Reconciliation Amount is a positive number, then such amount
shall be credited against the amount of Basic Rent that the
Lessee is required to pay on the next Basic Rent Payment Date (or
Basic Rent Payment Dates, if such amount shall exceed the amount
of Basic Rent payable in the next succeeding month), and if the
Reconciliation Amount is a negative number, then such amount
shall be payable by the Lessee on the next Basic Rent Payment
Date in addition to the amount of Basic Rent due and payable on
such Basic Rent Payment Date, except that with respect to the
Reconciliation Amount computed on the last day of the Lease Term,
such amount shall be paid by the Lessor to the Lessee (in the
case of a positive number) or by the Lessee to the Lessor (in the
case of a negative number) on the last day of the Lease Term.
Any notices required by this paragraph (f) which are furnished to
the Lessee by the Lessor shall be conclusive, absent manifest
error, as to the contents thereof.

          SECTION 8.  RESTRICTED USE; COMPLIANCE WITH LAWS.

     (a)  So long as no Event of Default shall have occurred and
be continuing, the Lessee may use the Property or Equipment in
the regular course of its business for any lawful purpose.  The
Lessee will not do or permit any act or thing which might impair,
other than in the normal use thereof, the value or usefulness of
any Property or Equipment.

     (b)  The Lessee shall promptly and duly execute, deliver,
file and record, at the Lessee's expense, all such documents,
statements, filings and registrations, and take such further
action, as the Lessor shall from time to time reasonably request
in order to establish, perfect and maintain the Lessor's title to
and interest in the Property or Equipment and any Assignee's
interest in this Lease or any Property or Equipment as against
the Lessee or any third party in any applicable jurisdiction.
The Lessee may, after notice in writing to the Lessor and at the
Lessee's own cost and expense, change the place of principal
location of any Equipment; provided, that prior notice shall not
be required in the case of Equipment used for transportation
(such as, without limitation, automobiles and trucks), but in
such event the Lessee shall notify the Lessor in writing of the
change of the principal location of such transportation Equipment
not later than thirty (30) days after such change is made; and
provided further, that (A) all Pork Production Facility Equipment
will be principally located at a Pork Production Facility and all
Poultry Production Facility Equipment will be principally located
at a Poultry Production Facility and (B) the Lessee will not
change the principal location of any Pork Production Facility
Equipment or any Poultry Production Facility Equipment until
notice of such change in location has been provided to the
Lessor.  Notwithstanding the foregoing, no change of location
shall be undertaken unless and until all Legal Requirements shall
have been met.  At the request of the Lessor, the Lessee shall
promptly advise the Lessor in writing where all Equipment leased
hereunder as of such date is principally located.

     (c)  The Lessee shall use every reasonable precaution to
prevent loss or damage to Property or Equipment and to prevent
injury to third persons or property of third persons.  The Lessee
shall cooperate fully with the Lessor and all insurance companies
providing insurance pursuant to Section 10 hereof in the
investigation and defense of any claims or suits arising from the
ownership, operation or use of any Equipment or ownership, use,
or occupancy of the Property; provided, that nothing contained in
this paragraph (c) shall be construed as imposing on the Lessor
any duty to investigate or defend any such claims or suits.  The
Lessee shall comply and shall cause all Persons using or
operating Equipment or using or occupying Property to comply with
all Insurance Requirements and Legal Requirements applicable to
such Property or Equipment and to the acquiring, titling,
registering, leasing, insuring, using, occupying, operating and
disposing of Property or Equipment, and the licensing of
operators thereof.

     (d)  Upon reasonable prior notice and compliance with such
procedures as the Lessee may reasonably request to ensure
security, the Lessor or any Assignee or any authorized
representative of either may during reasonable business hours
from time to time inspect Property or Equipment and deeds,
registration certificates, certificates of title and related
documents covering Property or Equipment wherever the same may be
located, but neither the Lessor nor any Assignee shall have any
duty to make any such inspection.

     (e)  The Lessee shall not, without the prior written consent
of the Lessor, permit, or suffer to exist, any Lien, including
mechanics' liens, other than Permitted Liens or those Liens
placed thereon by, or arising from, the Lessor's own actions or
which are subject to a Permitted Contest, nor may it assign any
right or interest herein or in any Property or Equipment.  The
Lessee shall not, without the prior written consent of the
Lessor, sublease or otherwise relinquish possession of any
Property or Equipment, except that (i) the Lessee may relinquish
possession of Property or Equipment to any contractor for use in
performing work for the Lessee on such Property or Equipment;
provided, that such relinquishment of possession shall in no way
affect the obligations of the Lessee or the rights of the Lessor
hereunder and with respect to the Property or Equipment and (ii)
the Lessee may sublease any Parcel of Property or Unit of
Equipment; provided, that (A) the terms of the instrument of
sublease and, unless the sublease shall be to an Affiliate of the
Lessee which is a wholly owned subsidiary of the Lessee, the
identity of the sublessee shall be subject to the prior written
approval of the Lessor and any Assignee, which approval shall not
be unreasonably withheld or delayed, (B) each such sublease shall
expressly be made subject and subordinate to the provisions
hereof and shall, at the sole option of the Lessor, by its terms
be subject to termination upon the termination for any reason of
this Lease, (C) no such sublease shall modify or limit any right
or power of the Lessor hereunder or affect or reduce any
obligation of the Lessee hereunder, and all such obligations
shall continue in full force and effect as obligations of a
principal and not of a guarantor or surety, as though no such
subletting had been made, and (D) any such sublease made
otherwise than as expressly permitted by this paragraph (e) shall
be void and of no force and effect.  As additional security to
the Lessor for the performance of the Lessee's obligations under
this Lease, the Lessee hereby assigns to the Lessor all of its
right, title and interest in and to all subleases permitted
hereby and agrees to cause any sublessee to enter into attornment
agreements with the Lessor as the Lessor shall request.  The
Lessor shall have the present and continuing right to collect and
enjoy all rents and other sums of money payable under any such
sublease, and the Lessee hereby irrevocably assigns such rents
and other sums to the Lessor for the benefit and protection of
the Lessor; provided, that unless an Event of Default shall have
occurred and be continuing hereunder, the Lessee shall be
entitled to collect and enjoy such rents and other sums.  The
Lessee shall, within thirty (30) days after the execution of any
such sublease, deliver a conformed copy thereof to the Lessor.
Nothing contained in this Lease shall be construed as
constituting the consent or request of the Lessor, express or
implied, to or for the performance by any contractor, laborer,
materialman or vendor of any labor or services or for the
furnishing of any materials for any construction, alteration,
addition, repair or demolition of or to any Property or Equipment
or any part thereof.  Notice is hereby given that the Lessor will
not be liable for any labor, services or materials furnished or
to be furnished to the Lessee, or to anyone holding any Property
or Equipment or any part thereof through or under the Lessee, and
that no mechanics' or other liens for any such labor, services or
materials shall attach to or affect the interest of the Lessor in
and to the Property or Equipment.

     (f)  The Lessee shall register and title all automotive
Equipment in the name of the Lessor except that, where required
or permitted by law or regulation, Equipment may, with the
written approval of the Lessor be registered (but not titled) in
the name of the Lessee.  If requested by the Lessor, the Lessee
shall cause one of its officers to hold in his custody and
control all registration certificates and certificates of title
covering automotive Equipment, as custodian for the Lessor.  The
Lessee agrees to cause such officer to furnish to the Lessor,
upon reasonable request, a certificate to the effect that all
registration certificates and certificates of title pursuant to
any Legal Requirement have been obtained and are being held on
behalf of the Lessor.

     (g)  On or prior to the pertinent Effective Date, the Lessee
shall affix or cause to be affixed to each Unit of Equipment,
except for motor vehicles in states with documents of title, in
the place designated by the Lessor (or, if no such place shall
have been designated, in a prominent place), labels, plates or
other markings stating that such Unit of Equipment is owned by
the Lessor.  The Lessee shall not without the prior permission of
the Lessor change or remove (or permit to be changed or removed
or otherwise permit a decrease in the visibility of) any insignia
or lettering which is on any Equipment at the time of delivery
thereof or which is thereafter placed thereon indicating the
Lessor's ownership thereof.

     (h)  If any Lien or charge of any kind or any judgment,
decree or order of any court or other governmental authority
(including, without limitation, any state or local tax lien
affecting the Property or Equipment), whether or not valid, shall
be asserted or entered which might interfere with the due and
timely payment of any sum payable or the exercise of any of the
rights or the performance of any of the duties or
responsibilities under this Lease, the Lessee shall, upon
obtaining knowledge thereof or upon receipt of notice to that
effect from the Lessor, promptly take such action as may be
necessary to prevent or terminate such interference.

     (i)  The Lessee, at its own cost and expense, shall
forthwith upon the Effective Date with respect to any Aircraft,
cause the Aircraft to be duly registered and at all times
thereafter to remain duly registered in the name of the Lessor,
as owner, except as may be otherwise required by the Federal
Aviation Act of 1958, as amended.

          SECTION 9.  MAINTENANCE, IMPROVEMENT AND REPAIR OF
                   PROPERTY OR EQUIPMENT.

     (a)  Upon request of the Lessee, the Lessor will, so long as
no Event of Default shall have occurred and be continuing, assign
or otherwise make available to the Lessee any and all rights the
Lessor may have under any vendor's or manufacturer's warranties
or undertakings with respect to any Property or Equipment.

     (b)  The Lessee shall pay all costs, expenses, fees and
charges incurred in connection with the ownership, use or
occupancy of any Parcel of Property or ownership, use and
operation of any Unit of Equipment.  Except as otherwise provided
in Section 15 hereof, the Lessee shall at all times, at its own
expense, and subject to reasonable wear and tear, keep Property
or Equipment in good operating order, repair, condition and
appearance.  The foregoing undertaking to maintain Property or
Equipment in good repair shall apply regardless of the cause
necessitating repair and regardless of whether the Lessee has
possession of the Property or Equipment, and as between the
Lessor and the Lessee all risks of damage to Property or
Equipment are assumed by the Lessee.  With respect to any Parcel
of Property, the undertaking to maintain in good repair shall
include, without limitation, all interior and exterior repairs,
whether structural or nonstructural, foreseen or unforeseen,
ordinary or extraordinary and all common area maintenance
including, without limitation, removal of dirt, snow, ice,
rubbish and other obstructions and maintenance of sidewalks and
landscaping.  The Lessee hereby agrees to indemnify and hold the
Lessor harmless from and against all costs, expenses, claims,
losses, damages, fines or penalties, including reasonable counsel
fees, arising out of or due to the Lessee's failure to fulfill
its obligations under this paragraph (b).

     (c)  With respect to any Parcel of Property, the Lessee
shall pay: (i) all taxes, assessments, levies, fees, water and
sewer rents and charges, and all other governmental charges,
general and special, ordinary and extraordinary, foreseen and
unforeseen, which are, at any time, imposed or levied upon or
assessed against (A) the Parcel, (B) any Basic Rent, any
Additional Rent or other sum payable hereunder or (C) this Lease,
the leasehold estate hereby created, or which arises in respect
of the ownership, operation, occupancy, possession or use of the
Parcel; (ii) all gross receipts or similar taxes (i.e., taxes
based upon gross income which fail to take into account all
customary deductions (e.g., ordinary operating expenses and
interest) relating to the Parcel) imposed or levied upon,
assessed against or measured by any Basic Rent, or any Additional
Rent or other sum payable hereunder; (iii) all sales, value
added, use and similar taxes at any time levied, assessed or
payable on account of the acquisition, leasing or use of the
Parcel; and (iv) all charges of utilities and communications
services serving the Parcel.  The Lessee shall not be required to
pay any franchise, estate, inheritance, transfer, income or
similar tax of the Lessor (other than any tax referred to in
clause (ii) above) unless such tax is imposed, levied or assessed
in substitution for any other tax, assessment, charge or levy
which the Lessee is required to pay pursuant to this paragraph
(c); provided, however, that if at any time the method of
taxation shall be such that there shall be levied, assessed or
imposed on the Lessor a capital levy or other tax directly on the
rents received therefrom, or upon the value of any Parcel or any
present or any future improvement or improvements on any Parcel,
then all such taxes, assessments, levies or charges or the part
thereof so measured or based, shall be payable by the Lessee, but
only to the extent that such taxes would be payable if the
Property affected were the only property of the Lessor, and the
Lessee shall pay and discharge the same as herein provided.  The
Lessee will furnish to the Lessor, promptly after demand
therefor, proof of payment of all items referred to above which
are payable by the Lessee.  If any such assessments may legally
be paid in installments, the Lessee may pay such assessment in
installments.

     (d)  The Lessee shall not make any material alterations to
any Equipment without the prior written consent of the Lessor,
which consent shall not be unreasonably withheld or delayed.  Any
improvements or additions to any Equipment shall become and
remain the property of the Lessor, except that any addition to
Equipment made by the Lessee shall remain the property of the
Lessee if it can be removed from such Equipment without impairing
the functioning of such Equipment or its resale value, excluding
such addition.  Any improvements or additions which do not remain
property of the Lessee shall be evidenced by a revised Unit
Leasing Record.

     (e)  So long as no Event of Default shall have occurred and
be continuing, the Lessee may, at its expense, make additions to
and alterations to any Parcel of Property; provided, that upon
completion of such additions or alterations (i) neither the fair
market value of the Parcel of Property shall be lessened thereby
nor the condition of such Parcel of Property impaired, below the
value, utility or condition thereof immediately prior to such
action (assuming such Parcel of Property was then of a condition
and repair required to be maintained pursuant to paragraph (b) of
Section 9 hereof), (ii) such additions or alterations shall not
result in a change of use of such Parcel of Property, (iii) such
work shall be completed in a good and workmanlike manner and in
compliance with all applicable Legal Requirements and Insurance
Requirements and (iv) no exterior walls of any building or other
improvement constituting a part of a Parcel of Property shall be
demolished unless (A) the Lessee has made adequate provision
according to nationally recognized sound and prudent engineering
and architectural standards to preserve and maintain the
structural integrity of the Parcel of Property and for the
restoration of such Parcel of Property to a structurally sound
architectural whole and (B) if such addition or alteration costs
more than $100,000 the obligations of the Lessee to preserve,
maintain and restore are reasonably assured to the Lessor's
satisfaction.  Any and all such additions and alterations shall
be and remain part of the Parcel of Property and shall be subject
to this Lease.  Notwithstanding anything contained herein, the
Lessee shall not perform any addition or alteration to any Parcel
of Property which would have an estimated cost in excess of
$200,000 without the Lessor's prior written consent, which
consent may be conditioned upon, among other things, the Lessor's
approval of the plans and specifications for such additions and
alterations and the Lessee's furnishing of such security as the
Lessor may reasonably require to protect the Lessor against any
Liens or claims affecting the Property as a result of such
addition or alteration.

     (f)  The Pork Production Facility Equipment leased by the
Lessee shall be maintained, repaired, refurbished or replaced by
the Lessee when necessary in order to ensure that all Pork
Production Facility Equipment located at the Pork Production
Facilities will include the Pork Production Facility Equipment
listed on the AFL Unit Leasing Record with respect to such Pork
Production Facility or replacements for such Pork Production
Facility Equipment of the kind, quality and in the quantities
included in the AFL Unit Leasing Record with respect to the Pork
Production Facilities (provided that the Lessee may replace Pork
Production Facility Equipment at the Pork Production Facilities
with equipment of different kind, quality and in different
quantities if such replacement equipment is of equal or greater
value in the Lessor's good faith judgment and is included in the
FF&E Specifications (as defined in the Agreement for Lease)) for
Pork Production Facilities and will be in such condition and
sufficient to allow the Pork Production Facilities to be operated
in accordance with industry standards and in a manner and to
standards at least substantially equivalent to the operation of
Pork Production Facilities owned and operated by the Lessee.  As
equipment is substituted at the Pork Production Facilities or
Pork Production Facility Equipment at the Pork Production
Facilities and subject to the Lease, title to such substitute
equipment shall automatically be transferred to the Lessor and
such equipment shall be subject to this Lease and title to the
existing Pork Production Facility Equipment at the Pork
Production Facilities for which such equipment is being
substituted shall be released by the Lessor.  Any equipment
substituted at the Pork Production Facilities for Pork Production
Facility Equipment shall be deemed to have an Adjusted
Acquisition Cost equal to such Pork Production Facility Equipment
for which it is substituted.

     (g)  The Poultry Production Facility Equipment leased by the
Lessee shall be maintained, repaired, refurbished or replaced by
the Lessee when necessary in order to ensure that all Poultry
Production Facility Equipment located at the Poultry Production
Facilities will include the Poultry Production Facility Equipment
listed on the AFL Unit Leasing Record with respect to such
Poultry Production Facility or replacements for such Poultry
Production Facility Equipment of the kind, quality and in the
quantities included in the AFL Unit Leasing Record with respect
to the Poultry Production Facilities (provided that the Lessee
may replace Poultry Production Facility Equipment at the Poultry
Production Facilities with equipment of different kind, quality
and in different quantities if such replacement equipment is of
equal or greater value in the Lessor's good faith judgment and is
included in the FF&E Specifications (as defined in the Agreement
for Lease)) for Poultry Production Facilities and will be in such
condition and sufficient to allow the Poultry Production
Facilities to be operated in accordance with industry standards
and in a manner and to standards at least substantially
equivalent to the operation of Poultry Production Facilities
owned and operated by the Lessee.  As equipment is substituted at
the Poultry Production Facilities for Poultry Production Facility
Equipment at the Poultry Production Facilities and subject to
this Lease, title to such substitute equipment shall
automatically be transferred to the Lessor and such equipment
shall be subject to this Lease and title to the existing Poultry
Production Facility Equipment at the Poultry Production
Facilities for which such equipment is being substituted shall be
released by the Lessor.  Any equipment substituted at the Poultry
Production Facilities for Poultry Production Facility Equipment
shall be deemed to have an Adjusted Acquisition Cost equal to
such Poultry Production Facility Equipment for which it is
substituted.

     (h)  The Lessee, at its own cost and expense, shall: (i)
maintain, service, repair, overhaul and test the Aircraft (A) so
as to keep the Aircraft in operating condition as good as when
delivered to the Lessee hereunder, ordinary wear and tear
excepted, and (B) so as to keep the Aircraft in such operating
condition as may be necessary to enable the airworthiness
certification of the Aircraft to be maintained in good standing
at all times under the Federal Aviation Act of 1958, as amended,
except during such period or periods as the Aircraft is being
overhauled, maintained, serviced, repaired or tested; (ii)
maintain all records, logs and other materials required by the
Federal Aviation Administration to be maintained in respect of
the Aircraft; and (iii) promptly furnish to the Lessor such
notification and take such other action on the Lessor's behalf as
may be required to be filed by the Lessor with any governmental
authority because of the Lessor's interest in the Aircraft.

          SECTION 10.  INSURANCE.

     (a)  Public Liability Insurance with Respect to Equipment.
The Lessee will carry at its own expense public liability
insurance and property damage insurance with respect to all
Equipment (i) in amounts which are not less than the public
liability and property damage insurance applicable to similar
equipment owned, leased or held by the Lessee; provided, that in
no event shall such amounts be less than $15,000,000 per
occurrence, (ii) of the types usually carried by corporations
engaged in the same or a similar business, similarly situated
with the Lessee, and owning or operating similar equipment and
which cover risk of the kind customarily insured against by such
corporations, and (iii) which are maintained in effect with
insurers of recognized responsibility satisfactory to the Lessor.
The insurance required by this paragraph (a) may be subject to
such deductibles and the Lessee may self-insure with respect to
the required coverage only to the extent approved in writing by
the Lessor.

     (b)  Insurance Against Loss or Damage to Equipment.  The
Lessee will maintain in effect with insurers of recognized
responsibility satisfactory to the Lessor, at its own expense,
physical damage insurance with respect to all Equipment, which is
of the type usually carried by corporations engaged in the same
or similar business, similarly situated with the Lessee, and
owning or operating similar equipment and which covers risk of
the kind customarily insured against by such corporations, and in
substantially the amount applicable to similar equipment owned,
leased or held by the Lessee; provided, that such insurance shall
at all times be in an amount not less than the aggregate Adjusted
Acquisition Cost of all Equipment.  The insurance required by
this paragraph (b) may be subject to such deductibles and the
Lessee may self-insure with respect to the required coverage only
to the extent approved in writing by the Lessor.

     (c)  Insurance with respect to Property.  The Lessee will
maintain or cause to be maintained insurance of the following
character, on each Parcel of Property:

          (i)  All risk insurance coverage against losses by fire
               and lightning and other risks for the full
               insurable replacement value of each Parcel of
               Property, with agreed amount endorsement or
               endorsements providing equivalent protection,
               including loss by windstorm, flood, hail,
               explosion, riot (including riot attending a
               strike), civil commotion, aircraft, vehicles,
               smoke damage, and vandalism and malicious
               mischief, in amounts not less than the full
               insurable replacement value of all buildings and
               other improvements on each Parcel of Property, but
               in no event less than the Adjusted Acquisition
               Cost of each Parcel of Property.  The term "full
               insurable replacement value" as used herein means
               the actual replacement cost, including the costs
               of debris removal, but excluding the cost of
               constructing foundation and footings.

          (ii) Comprehensive general public liability insurance
               covering the legal liability of the Lessor and the
               Lessee against claims for bodily injury, death or
               property damage, occurring on, in or about each
               Parcel of Property or occurring as a result of
               ownership of facilities located on each Parcel of
               Property or as a result of the use of products or
               materials manufactured, stored, processed,
               constructed or sold, or services rendered, on each
               Parcel of Property, in the minimum amount of
               $15,000,000 with respect to any one occurrence,
               accident or disaster or incidence of negligence.

          (iii)     The Lessee shall comply with applicable
               workers' compensation laws of the states where
               each Parcel of Property is located, and shall
               maintain such insurance if and to the extent
               necessary for such compliance.

          (iv) Explosion insurance in respect of any boilers and
               similar apparatus located on each Parcel in the
               minimum amount of $250,000 or in such greater
               amounts as are then customary for property similar
               in use to each Parcel.

          (v)  Such other insurance, in such amounts and against
               such risks, as is customarily maintained by
               operators of similar properties.

The insurance required under this paragraph (c) shall be
maintained in effect with insurers of recognized responsibility
satisfactory to the Lessor.  Such insurance may be subject to
such deductibles and the Lessee may self-insure with respect to
the required coverage only to the extent approved in writing by
the Lessor; provided that, with respect to flood insurance, the
Lessee may self-insure with respect to the required coverage in
an aggregate amount with respect to all Property not in excess of
$1,000,000.

     Insurance claims by reason of damage or destruction to any
Parcel of Property shall be adjusted by the Lessee, subject to
the approval of the Lessor, which approval the Lessor agrees not
to unreasonably withhold or delay; provided, that if the amount
claimed exceeds $1,000,000 the Lessor may participate in such
adjustment, at the Lessee's expense.

     (d)  Public Liability and Property Damage Insurance with
Respect to Aircraft.  The Lessee shall, at its own cost and
expense, procure or cause to be procured and maintain or cause to
be maintained, with insurers of recognized responsibility
satisfactory to the Lessor, public liability insurance with
respect to the Aircraft, covering both bodily personal injury and
damage to property (as to all Persons, including employees of the
Lessee or the Lessor).  Policies covering bodily injury and
property damage shall provide for coverage in an amount which is
not less than the public liability and property damage insurance
usually carried with respect to aircraft similar to the Aircraft
by corporations of a similar size engaged in the same or similar
business and similarly situated with the Lessee; provided, that
such insurance shall at all times be in an amount not less than
$30,000,000 per occurrence.

     (e)  Insurance Against Loss or Damage to Aircraft.  The
Lessee shall, at its own cost and expense, procure or cause to be
procured and maintain or cause to be maintained, with insurers of
recognized responsibility satisfactory to the Lessor, all risk
aircraft hull insurance with respect to the Aircraft, of the type
and in substantially the amounts usually carried by corporations
engaged in the same or similar business and similarly situated
with the Lessee; provided, that such insurance shall at all times
be in an amount not less than the Adjusted Acquisition Cost of
the Aircraft at such time.

     (f)  Additional Insureds; Notice.  Any policies of insurance
carried in accordance with this Section 10 and any policies taken
out in substitution or replacement for any such policies (i)
shall name the Lessor, Merrill, Merrill Lynch, Merrill Leasing,
the general partner of the Lessor and its shareholders, officers
and directors, the limited partners of the Lessor, and each
Assignee as additional insureds, as their respective interests
may appear (but without imposing upon any such Person any
obligation imposed on the insured, including, without limitation,
the liability to pay the premium for any such policy), (ii) with
respect to insurance carried in accordance with the preceding
paragraphs (b), (c)(i), (c)(iv), (c)(v) and (e) shall name the
Assignee, if any, or the Lessor, if no Assignment has been made,
as loss payee, (iii) with respect to insurance carried in
accordance with the preceding paragraphs (b), (c) and (e), shall
provide that as against the Lessor the insurers shall waive any
rights of subrogation, (iv) shall provide that if the insurers
cancel such insurance for any reason whatsoever, or any
substantial change is made in the coverage or the same is allowed
to lapse for nonpayment of premium or such insurance coverage is
reduced, such cancellation, change, lapse or reduction shall not
be effective as to the Lessor, Merrill, Merrill Lynch, Merrill
Leasing, the general partner of the Lessor and its shareholders,
officers and directors, the limited partners of the Lessor, or
any Assignee for thirty (30) days after receipt by the Lessor,
Merrill, Merrill Lynch, Merrill Leasing, the general partner of
the Lessor and its shareholders, officers and directors, the
limited partners of the Lessor, or such Assignee, as the case may
be, of written notice by such insurers of such cancellation,
change, lapse or reduction, and (v) shall provide that in respect
of the interest of the Lessor, Merrill, Merrill Lynch, Merrill
Leasing, the general partner of the Lessor and its shareholders,
officers and directors, the limited partners of the Lessor, and
each Assignee in such policies the insurance shall not be
invalidated by any action or inaction of the Lessee or any other
Person (other than of the Lessor, Merrill, Merrill Lynch, Merrill
Leasing, the general partner of the Lessor and its shareholders,
officers and directors, the limited partners of the Lessor, or
any such Assignee in respect of its own interest) and shall
insure the interests of the Lessor, Merrill, Merrill Lynch,
Merrill Leasing, the general partner of the Lessor and its
shareholders, officers and directors, the limited partners of the
Lessor, and each such Assignee, as they appear, regardless of any
breach or violation of any warranties, declarations or conditions
contained in such policies by the Lessee or any other Person.
Each liability policy (A) shall be primary without right of
contribution from any other insurance which is carried by the
Lessor with respect to its interest as such in the Property or
Equipment and (B) shall expressly provide that all of the
provisions thereof, except the limits of liability, shall operate
in the same manner as if there were a separate policy covering
each insured.

     (g)  Application of Insurance Proceeds for Loss or Taking.
As between the Lessor and the Lessee it is agreed that any
insurance payments received as the result of the occurrence of
(i) any event of loss described in paragraph (c) of Section 15
hereof with respect to any Parcel of Property or Unit of
Equipment, or (ii) any event of Taking described in Section 16
hereof shall be paid to an account of the Lessor and disposed of,
as set forth in paragraph (c) of Section 15 hereof.

     (h)  Application of Insurance Proceeds for Other than Loss
or Taking.  As between the Lessor and the Lessee, the insurance
proceeds of any property damage loss to any Property or Equipment
will be held in an account of the Lessor and applied in payment
(or to reimburse the Lessee) for repairs or replacement in
accordance with the terms of paragraph (b) of Section 15 hereof.
The Lessee shall be entitled (i) to receive the amounts so
deposited against certificates, invoices or bills satisfactory to
the Lessor, delivered to the Lessor from time to time as such
work or repair progresses, and (ii) to direct the investment of
the amounts so deposited as provided in paragraph (i) of this
Section 10.  To the extent that the Lessor estimates that the
cost of such work or repair shall exceed the amount of proceeds,
the Lessee shall make adequate provisions for the payment
thereof, which provisions shall be acceptable to the Lessor.  Any
moneys remaining in the aforesaid account after final payment for
repairs has been made shall be paid to the Lessee.

     (i)  Investment.  The Lessor, at the Lessee's instruction,
may invest the amounts deposited with the Lessor pursuant to
paragraph (h) of this Section 10 in any investments permitted
under a Credit Agreement.  Such investments shall mature in such
amounts and on such dates so that amounts shall be available on
the draw dates sufficient to pay the amounts requested by and due
to the Lessee.  So long as no Event of Default has occurred and
is continuing, any interest earned on investments of such funds
shall be paid to the Lessee.  The Lessor shall not be liable for
any loss resulting from the liquidation of each and every such
investment and the Lessee shall bear the risk of such loss, if
any.

     (j)  Application in Default.  Any amount referred to in
paragraphs (g) or (h) of this Section 10 which is payable to the
Lessee shall not be paid to the Lessee or, if it has been
previously paid to the Lessee, shall not be retained by the
Lessee, if at the time of such payment an Event of Default shall
have occurred and be continuing.  In such event, all such amounts
shall be paid to and held by the Lessor as security for the
obligations of the Lessee hereunder or, at the Lessor's option,
applied by the Lessor toward payment of any of such obligations
of the Lessee at the time due hereunder as the Lessor may elect.
At such time as there shall not be continuing any Event of
Default, all such amounts at the time held by the Lessor in
excess of the amount, if any, which the Lessor shall have elected
to apply as above provided shall be paid to the Lessee.

     (k)  Certificates, etc.  On or before the execution of this
Lease, on the Effective Date with respect to any Parcel of
Property or Unit of Equipment, and annually on or before the
anniversary of the date of this Lease, the Lessee will furnish to
the Lessor certificates or other evidence reasonably acceptable
to the Lessor certifying that the insurance then carried and
maintained on each Parcel of Property or Unit of Equipment
complies with the terms hereof.

     (l)  Use or Operation of Property and Equipment.  The Lessee
covenants that it will not use or operate any Equipment or use or
occupy any Property or permit the use or occupancy of any
Property or the use or operation of any Equipment at a time when
the insurance required by this Section 10 is not in force with
respect to such Property or  equipment.

     (m)  Prosecution of Claims.  The Lessee may, at its cost and
expense, prosecute any claim against any insurer or contest any
settlement proposed by any insurer, and the Lessee may bring any
such prosecution or contest in the name of the Lessor, the
Lessee, or both, and the Lessor will join therein at the Lessee's
request; provided, that the Lessee shall indemnify the Lessor
against any losses, costs or expenses (including reasonable
attorneys' fees) which the Lessor may incur in connection with
such prosecution or contest.

          SECTION 11.  INDEMNITIES.

     The Lessee shall indemnify and hold harmless the Lessor,
Merrill, Merrill Lynch, Merrill Leasing, any Assignee, any
successor or successors and any Affiliate of each of them, and
their respective officers, directors, incorporators,
shareholders, partners (general and limited, including, without
limitation, the general and limited partners of the Lessor),
employees, agents and servants (each of the foregoing an
"Indemnified Person") from and against all liabilities
(including, without limitation, strict liability in tort), taxes,
losses, obligations, claims (including, without limitation,
strict liability in tort), damages, penalties, causes of action,
suits, costs and expenses (including, without limitation,
attorneys' and accountants' fees and expenses) or judgments of
any nature relating to or in any way arising out of:

     (a)  The ordering, delivery, acquisition, construction,
title on acquisition, rejection, installation, possession,
titling, retitling, registration, re-registration, custody by the
Lessee of title and registration documents, ownership, use,
non-use, misuse, financing (including, without limitation, all
obligations of the Lessor under or in respect of any interest
rate swap, cap, collar or other financial hedging arrangement and
any amounts payable by the Lessor under any such arrangement to
reduce the notional amount thereof by the amount of any
prepayment of any borrowing to which such interest rate swap,
cap, collar or other financial hedging arrangement relates),
operation, transportation, repair, control or disposition,
including, without limitation, disposition at the end of any
Extended or Renewal Term, of any Property or Equipment or the
release of hazardous substances on, under, to or from, or the
generation or transportation of hazardous substances to or from,
any Property, leased or to be leased hereunder, (i) except to the
extent that such costs are included in the Acquisition Cost of
such Property or Equipment within the limitations provided in
paragraph (a)(v) of Section 3 hereof (or within any change of
such limitations agreed to in writing by the Lessor and the
Lessee), (ii) except for any general administrative expenses of
the Lessor, (iii) except the income taxes with respect to which
indemnification is excluded under paragraph (c) of this Section
11 and (iv) except that this indemnity shall not increase any
payment required to be made by the Lessee pursuant to paragraphs
(b)(iii)(A), (c)(iii)(A), or (d)(iii)(A) of Section 12 of this
Lease;

     (b)  The assertion of any claim or demand based upon any
infringement or alleged infringement of any patent or other
right, by or in respect of any Property or Equipment; provided,
however, that upon request of the Lessee, the Lessor will make
available to the Lessee the Lessor's rights under any similar
indemnification arising from any manufacturer's or vendor's
warranties or undertakings with respect to any Property or
Equipment;

     (c)  All U.S.  Federal, state, county, municipal, foreign or
other fees and taxes of whatsoever nature, including but not
limited to license, qualification, franchise, sales, use, gross
income, gross receipts, ad valorem, business, personal property,
real estate, value added, excise, motor vehicle, occupation tees
and stamp or other taxes or tolls of any nature whatsoever, and
penalties and interest thereon, whether assessed, levied against
or payable by the Lessor or otherwise, with respect to any
Property or Equipment or the acquisition, purchase, sale, rental,
use, operation, control, ownership or disposition of any Property
or Equipment (including, without limitation, any claim by any
Governmental Authority for transfer tax, transfer gains tax,
mortgage recording tax, filing or other similar taxes or fees in
connection with the acquisition of any Property by the Lessor or
otherwise in connection with this Lease) or measured in any way
by the value thereof or by the business of, investment in, or
ownership by the Lessor with respect thereto; provided, that this
indemnity shall not apply to Federal net income taxes, or to
state and local net income taxes, except that such indemnity
shall apply to state and local net income taxes (A) to the extent
imposed by reason in whole or in part of (1) a relation or
asserted relation of any such taxing jurisdiction to the Property
or Equipment or to the transactions contemplated herein or (2)
the actual or deemed use by any Person of the Property or
Equipment in such taxing jurisdiction, other than in the case of
both clauses (1) and (2), taxes to the extent such taxes would
have been imposed by a taxing jurisdiction because of a
relationship between the Lessor and such taxing jurisdiction
without regard to the circumstances described in clauses (1) and
(2), and (B) to the extent imposed as a result of the inability
to claim, disallowance or other loss by Shawnee Funding, Limited
Partnership of deductions customarily allowed in computing net
income (e.g., interest expense, financing, administrative,
ordinary operating expenses and other tees and expenses); and
provided further, that the Lessee's obligation to indemnify
Indemnified Persons for state and local net income taxes under
clause (A) and (B) above shall be limited to an amount of such
taxes equal to the greater of (1) $20,000 per year and (2)
 .06667% of the Acquisition Cost of the Property and Equipment
under this Lease per year; or

     (d)  Any violation, or alleged violation by the Lessee, of
this Lease or of any contracts or agreements to which the Lessee
is a party or by which it is bound or of any laws, rules,
regulations, orders, writs, injunctions, decrees, consents,
approvals, exemptions, authorizations, licenses and withholdings
of objection, of any governmental or public body or authority and
all other Legal Requirements.

     The Lessee shall forthwith upon demand reimburse any
Indemnified Person for any sum or sums expended with respect to
any of the foregoing or, upon request from any Indemnified
Person, shall pay such amounts directly.  Any payment made to or
on behalf of any Indemnified Person pursuant to this Section 11
shall be increased to such amount as will, after taking into
account all taxes imposed with respect to the accrual or receipt
of such payment (as the same may be increased pursuant to this
sentence), equal the amount of the payment, reduced by the amount
of any savings in such taxes actually realized by the Indemnified
Person as a result of the payment or accrual of the amounts in
respect of which the payment to or on behalf of the Indemnified
Person hereunder is made.  To the extent that the Lessee in fact
indemnifies any Indemnified Person under the indemnity provisions
of this Lease, the Lessee shall be subrogated to such Indemnified
Person's rights in the affected transaction and shall have a
right to determine the settlement of claims therein.

     The indemnities contained in this Section 11 shall not be
affected by any termination of this Lease as a whole or in
respect of any Parcel of Property or Unit of Equipment leased
hereunder or any failure or refusal of the Lessee to accept any
Property or Equipment acquired or ordered pursuant to the terms
hereof.

     Notwithstanding any provisions of this Section 11 to the
contrary, the Lessee shall not indemnity and hold harmless any
Indemnified Person against any claims and liabilities arising
solely from the gross negligence or willful misconduct of such
Indemnified Person.

     In the event the Lessor shall be a party defendant to any
litigation arising out of any provision contained in this Lease
for which the Lessee has given indemnification, the Lessor shall
give prompt notice thereof to the Lessee by telephone and in
writing and shall consult and cooperate, at the Lessee's expense,
with the Lessee, and if the Lessor shall not have appeared or
pleaded to any such action then the Lessor does hereby empower
any attorney of any court of record appointed by the Lessee (who
shall give prompt written notice to the Lessor of such
appointment) to appear for the Lessor and in good faith and with
due diligence defend such action, to enter counterclaims, to
institute actions against third parties and to do all things
necessary or desirable in the judgment of such attorney after
consultation with the Lessor and the Lessee to preserve the
rights of the Lessor and the Lessee, all at the Lessee's own cost
and expense.  No failure or delay of the Lessor to give the
notice required by this Section 11 shall excuse the obligation of
the Lessee to indemnify the Lessor with respect to such
litigation except to the extent that any increase in liability is
a direct result of such failure or delay.

          SECTION 12.  LESSEE'S RIGHT TO TERMINATE.

     (a)  So long as no Event of Default has occurred and is
continuing and with respect to any Parcel of Property not
undergoing any repairs, additions or alterations, the Lessee
shall have the right, upon ninety (90) days' notice to the
Lessor, to terminate the lease of any Parcel of Property or any
or all Units of Equipment on the Basic Rent Payment Date of the
last month of the Initial Term or on any Basic Rent Payment Date
during the Extended Term or the Renewal Term, if any, by
arranging, at its own cost and expense, for the sale of such
Property or Equipment in an arms' length transaction on the date
of termination and the receipt by the Lessor of cash in an amount
equal to the sale price of such Property or Equipment (the "Cash
Proceeds"); provided that, if such sale does not occur, this
Lease shall not terminate with respect to such Property and
Equipment.  The lease of Pork Production Facility Equipment may
be terminated pursuant to this Section 12 only in conjunction
with a termination pursuant to this Section 12 of the lease of
the Pork Production Facility at which such Pork Production
Facility Equipment is used, or is to be used, and conversely,
upon the termination pursuant to this Section 12 of the lease of
a Pork Production Facility, the lease of all of the Pork
Production Facility Equipment used, or to be used, in such Pork
Production Facility must be terminated pursuant to this Section
12 concurrently therewith.  For purposes of this Section 12, in
connection with the sale of a Pork Production Facility and the
related Pork Production Facility Equipment, the term "Cash
Proceeds" shall mean the aggregate cash proceeds from the sale of
such Pork Production Facility and Pork Production Facility
Equipment and "Adjusted Acquisition Cost" shall mean the
aggregate of the Adjusted Acquisition Costs of the Pork
Production Facility and the Pork Production Facility Equipment
being sold pursuant to this Section 12.  The lease of Poultry
Production Facility Equipment may be terminated pursuant to this
Section 12 only in conjunction with a termination pursuant to
this Section 12 of the lease of the Poultry Production Facility
at which such Poultry Production Facility Equipment is used, or
is to be used, and conversely, upon the termination pursuant to
this Section 12 of the lease of a Poultry Production Facility,
the lease of all of the Poultry Production Facility Equipment
used, or to be used, in such Poultry Production Facility must be
terminated pursuant to this Section 12 concurrently therewith.
For purposes of this Section 12, in connection with the sale of a
Poultry Production Facility and the related Poultry Production
Facility Equipment, the term "Cash Proceeds" shall mean the
aggregate cash proceeds from the sale of such Poultry Production
Facility and Poultry Production Facility Equipment and "Adjusted
Acquisition Cost" shall mean the aggregate of the Adjusted
Acquisition Costs of the Poultry Production Facility and the
Poultry Production Facility Equipment being sold pursuant to this
Section 12.  At the time a Parcel of Property or Unit of
Equipment is sold pursuant to this Section 12, such Parcel or
Unit shall be in compliance with all Legal Requirements and shall
not be subject to any Permitted Contest or any Lien.

     (b)  In the event the Lessee exercises its right to
terminate the lease of any Equipment pursuant to this Section 12
on the Basic Rent Payment Date of the last month of the Initial
Term with respect to such Equipment or in the event a termination
of the lease of any Equipment occurs pursuant to Section 14
hereof and the Basic Rent Payment Date on which such termination
occurs is on or before the last month of the Initial Term of such
Equipment and the Lessee chooses to effect a sale pursuant to
this Section:

          (i)  if the Cash Proceeds are greater than the Adjusted
               Acquisition Cost of the Equipment sold, the Lessor
               shall pay to the Lessee the amount by which such
               Cash Proceeds exceed such Adjusted Acquisition
               Cost;

          (ii)      if the Cash Proceeds are equal to or less
               than the Adjusted Acquisition Cost of the
               Equipment sold, but greater than or equal to 15%
               of the Adjusted Acquisition Cost of such
               Equipment, the Lessee shall pay to the Lessor an
               amount equal to (A) such Adjusted Acquisition Cost
               less (B) the Cash Proceeds; and

          (iii)     if the Cash Proceeds are less than 15% of the
               Adjusted Acquisition Cost of the Equipment sold,
               the Lessee shall pay to the Lessor an amount equal
               to the sum of (A) 85% of such Adjusted Acquisition
               Cost and (B) the amount by which the residual
               value of such Equipment has been reduced by wear
               and tear in excess of that attributable to normal
               use (the amount of such excess wear and tear to be
               such amount as the Lessor and the Lessee agree, or
               if no agreement is reached, the amount determined
               pursuant to the Appraisal Procedure).

     (c)  In the event the Lessee exercises its right to
terminate the lease of any Property pursuant to this Section 12
on the Basic Rent Payment Date of the last month of the Initial
Term with respect to such Property or in the event a termination
of the lease of any Property occurs pursuant to Section 14 hereof
and the Basic Rent Payment Date on which such termination occurs
is on or before the last month of the Initial Term of such
Property and the Lessee chooses to effect a sale pursuant to this
Section:

          (i)  If the Cash Proceeds are greater than the Adjusted
               Acquisition Cost of the Property sold, the Lessor
               shall pay to the Lessee the amount by which such
               Cash Proceeds exceed such Adjusted Acquisition
               Cost;

          (ii) if the Cash Proceeds are equal to or less than the
               Adjusted Acquisition Cost of the Property sold,
               but greater than or equal to 20% of the Adjusted
               Acquisition Cost of such Property, the Lessee
               shall pay to the Lessor an amount equal to (A)
               such Adjusted Acquisition Cost less (B) the Cash
               Proceeds; and

          (iii)     if the Cash Proceeds are less than 20% of the
               Adjusted Acquisition Cost of the Property sold,
               the Lessee shall pay to the Lessor an amount equal
               to the sum of (A) 80% of such Adjusted Acquisition
               Cost and (B) the amount by which the residual
               value of such Property has been reduced by wear
               and tear in excess of that attributable to normal
               use (the amount of such excess wear and tear to be
               such amount as the Lessor and the Lessee agree, or
               if no agreement is reached, the amount determined
               pursuant to the Appraisal Procedure).

     (d)  In the event the Lessee exercises its right to
terminate the lease of any Property or Equipment pursuant to this
Section 12 on any Basic Rent Payment Date during the Extended
Term or Renewal Term with respect to such Property or Equipment
or a sale of Property or Equipment occurs during the Extended
Term or Renewal Term as the result of the Lessee's election under
paragraph (b)(i) of Section 14 hereof:

          (i)  if the Cash Proceeds are greater than the Adjusted
               Acquisition Cost of the Property or Equipment
               sold, the Lessor shall pay to the Lessee the
               amount by which such Cash Proceeds exceed such
               Adjusted Acquisition Cost;

          (ii) if the Cash Proceeds are equal to or less than the
               Adjusted Acquisition Cost of the Property or
               Equipment sold, but greater than or equal to 13%
               of such Adjusted Acquisition Cost, the Lessee
               shall pay to the Lessor an amount equal to (A)
               such Adjusted Acquisition Cost less (B) the Cash
               Proceeds; and

          (iii)     if the Cash Proceeds are less than 13% of the
               Adjusted Acquisition Cost, the Lessee shall pay to
               the Lessor an amount equal to the sum of (A) 87%
               of such Adjusted Acquisition Cost and (B) the
               amount by which the residual value of such
               Property or Equipment has been reduced by wear and
               tear in excess of that attributable to normal use
               (the amount of such excess wear and tear to be
               such amount as the Lessor and the Lessee agree, or
               if no agreement is reached, the amount determined
               pursuant to the Appraisal Procedure).

     (e)  All payments and credits referred to in paragraphs (b),
(c) and (d) above shall be made on the termination date of the
Property and Equipment pursuant to this Section 12, and the
parties shall account to each other for such payments and
credits, and the Lessee shall pay to the Lessor all Basic Rent
payable, the Variable Component of Basic Rent accrued with
respect to such Property or Equipment and any Additional Rent and
other amounts owing hereunder.  Upon receipt by the Lessor of the
aggregate Cash Proceeds and all other amounts then due and owing
hereunder, including without limitation the aggregate amount of
excess wear and tear determined pursuant to paragraph (b)(iii) of
Section 12, paragraph (c)(iii) of Section 12, or paragraph
(d)(iii) of Section 12 hereof, as the case may be, the Lessor
shall transfer title to such Property and Equipment to the
purchaser at the sale designated by the Lessee.  The "Cash
Proceeds" referred to in paragraphs (b), (c) and (d) above shall
mean the aggregate cash proceeds of sale without reduction for
any amounts paid by the Lessee.  In the event of a sale pursuant
to this Section 12, neither the Lessee nor any Affiliate of the
Lessee shall purchase the Property or Equipment sold.

     (f)  In its notice given pursuant to paragraph (a) of this
Section 12, the Lessee shall advise the Lessor if the sale
provided for in such notice will result in the applicability of
paragraph (b)(iii) of Section 12, paragraph (c)(iii) of Section
12 or paragraph (d)(iii) of Section 12 hereof.  If the Lessee
advises the Lessor that any such Section will be applicable, the
Lessor may arrange for such sale to be made to a purchaser
designated by the Lessor, if such purchaser will pay an amount
greater than the amount offered by the Lessee's purchaser.
Unless the Lessor shall arrange for such sale and shall give the
Lessee notice thereof within thirty (30) days of the Lessor's
receipt of the Lessee's notice, the Lessee may proceed with the
sale to a purchaser designated by it.  Within thirty (30) days of
the Lessee's receipt of the Lessor's notice provided for in the
preceding sentence, the Lessee may arrange for such sale to be
made to another purchaser designated by it, if such purchaser
shall pay an amount sufficient to render paragraph (b)(iii) of
Section 12, paragraph (c)(iii) of Section 12 or paragraph
(d)(iii) of Section 12 hereof inapplicable.

          SECTION 13.  LESSEE'S RIGHTS OF PURCHASE AND RENEWAL.

     (a)  So long as no Event of Default has occurred and is
continuing, the Lessee shall have the right, upon ninety (90)
days' written notice to the Lessor, to purchase any Parcel of
Property or Unit of Equipment on the Basic Rent Payment Date of
the last month of the Initial Term or on any Basic Rent Payment
Date during any month of the Extended Term or the Renewal Term,
if any, thereof for an amount equal to its Adjusted Acquisition
Cost; provided that, (1) the Lessee shall be entitled to purchase
Pork Production Facility Equipment pursuant to this paragraph (a)
only in conjunction with a purchase pursuant to this Section 13
of the Lessor's interest in the Pork Production Facility at which
such Equipment is used, or is to be used, and conversely, the
Lessee shall be entitled to purchase the Lessor's interest in a
Pork Production Facility pursuant to this paragraph (a) only in
conjunction with a purchase pursuant to this Section 13 of the
Pork Production Facility Equipment used, or to be used, at such
Pork Production Facility, and (2) the Lessee shall be entitled to
purchase Poultry Production Facility Equipment pursuant to this
paragraph (a) only in conjunction with a purchase pursuant to
this Section 13 of the Lessor's interest in the Poultry
Production Facility at which such Equipment is used, or is to be
used, and conversely, the Lessee shall be entitled to purchase
the Lessor's interest in a Poultry Production Facility pursuant
to this paragraph (a) only in conjunction with a purchase
pursuant to this Section 13 of the Poultry Production Facility
Equipment used, or to be used, at such Poultry Production
Facility.  In connection with any purchase under this paragraph
(a), on the Basic Rent Payment Date upon which such purchase
occurs, the Lessee shall pay to the Lessor the purchase price,
all Basic Rent payable, the Variable Component of Basic Rent
accrued with respect to such Property or Equipment and any
Additional Rent and other amounts owing hereunder.

     (b)  So long as no Event of Default has occurred and is
continuing, the Lessee shall have the right, upon ninety (90)
days' written notice to the Lessor, to renew the lease of any
Parcel of Property or Unit of Equipment for a term (the "Renewal
Term") equal to the number of calendar months set forth opposite
such Parcel of Property or type of Equipment under the heading
"Renewal Term" in Exhibit A hereto, commencing on the first day
of the calendar month following the last day of the Lease Term
thereof, at a rental equal to 0.125% per month of the Acquisition
Cost of such Property or Equipment.

     (c)  Upon the occurrence of an Event of Default and upon the
written request of the Lessee, which shall be received no later
than five (5) Business Days subsequent to receipt of notice from
the Lessor or any Assignee pursuant to this Lease that an Event
of Default has occurred, the Lessee shall have the right, not
later than ten (10) Business Days after receipt of such request,
to purchase any or all Property and Equipment leased hereunder at
a price equal to its then Adjusted Acquisition Cost, provided
that the purchase option contained in this paragraph shall only
be available to the Lessee if (i) such Event of Default is an
Event of Default under paragraph (c) or (g) of Section 18 hereof,
(ii) such Event of Default shall relate solely to one or more
Pork Production Facilities (but less than all of the Pork
Production Facilities under this Lease) or one or more Poultry
Production Facilities (but less than all of the Poultry
Production Facilities under this Lease), and (iii) in the
reasonable judgment of the Lessor or any Assignee, the purchase
price and all other amounts paid by the Lessee will not in the
circumstances in which such payment is made constitute a
preferential payment or a voidable transfer pursuant to the
provisions of the Federal Bankruptcy Code in a bankruptcy
proceeding by or against the Lessee and will not otherwise result
in the payment being subject to recapture from the Lessor.  The
Lessee shall be entitled (1) to purchase Pork Production Facility
Equipment pursuant to this paragraph (c) only in conjunction with
a purchase pursuant to this paragraph (c) of the Lessor's
interest in the Pork Production Facility at which such Equipment
is used, or is to be used, and conversely, the Lessee shall be
entitled to purchase the Lessor's interest in a Pork Production
Facility pursuant to this paragraph (c) only in conjunction with
a purchase pursuant to this paragraph (c) of the Pork Production
Facility Equipment used, or to be used, at such Pork Production
Facility and (2) to purchase Poultry Production Facility
Equipment pursuant to this paragraph (c) only in conjunction with
a purchase pursuant to this paragraph (c) of the Lessor's
interest in the Poultry Production Facility at which such
Equipment is used, or is to be used, and conversely, the Lessee
shall be entitled to purchase the Lessor's interest in a Poultry
Production Facility pursuant to this paragraph (c) only in
conjunction with a purchase pursuant to this paragraph (c) of the
Poultry Production Facility Equipment used, or to be  used, at
such Poultry Production Facility.  In connection with, and as a
condition to, the purchase of any Property and Equipment pursuant
hereto, (i) the Lessee shall pay at the time of purchase, in
addition to the purchase price, all Basic Rent payable through
the date of termination, the Variable Component of Basic Rent
accrued with respect to such Property and Equipment, any
Additional Rent and other amounts owing hereunder, including,
without limitation, all Accrued Default Obligations, and all
transfer taxes, transfer gains taxes, mortgage recording tax, if
any, recording and filing fees and all other similar taxes, fees,
expenses and closing costs (including reasonably attorneys' fees)
in connection with the conveyance of such Property and Equipment
to the Lessee and all other amounts owing hereunder, and (ii)
when the Lessor transfers title, such transfer shall be on an
as-is, non installment sale basis, without warranty by, or
recourse to, the Lessor.

          SECTION 14.  LESSOR'S RIGHT TO TERMINATE.

     (a)  The Lessor shall have the right upon written notice to
the Lessee to terminate the lease of any or all Property or
Equipment as of a Basic Rent Payment Date stipulated in such
notice if at any time, for any reason (other than an Event of
Default by the Lessor under a Credit Agreement (as therein
defined) which has not been caused by or resulted from an Event
of Default under this Lease or from a breach by the Lessee of its
obligations under any agreement or document executed and
delivered in connection with this Lease), Commercial Paper cannot
be issued by the Lessor upon terms reasonably acceptable to the
Lessor, the Lessor cannot arrange for bank borrowings to finance
or refinance the purchase of such Property or Equipment upon
terms reasonably acceptable to the Lessor, and the Lessor may no
longer make or continue to obtain financing under a Credit
Agreement sufficient to finance or refinance such purchase.

     (b)  In the event of a termination with respect to any or
all Property or Equipment pursuant to paragraph (a) of this
Section 14, the Lessee shall be required, at its option, either
(i) to arrange for such Property or Equipment to be sold in
accordance with the terms, and subject to satisfying the
conditions for the use, of Section 12 above and with the
consequences therein provided, except that such sale must occur
on the Basic Rent Payment Date stipulated in the written notice
contemplated in paragraph (a) of this Section 14, or (ii) to
purchase, on the Basic Rent Payment Date stipulated in the
written notice contemplated by paragraph (a) of this Section 14,
such Property or Equipment for cash at its Adjusted Acquisition
Cost.  If a notice under paragraph (a) of this Section 14 shall
be given with  respect to the Lessor's inability to finance a
Pork Production Facility or Pork Production Facility Equipment,
the sale or purchase referred to in this paragraph (b) shall
include both the affected Pork Production Facility and all Pork
Production Facility Equipment used, or to be used, at such Pork
Production Facility and if a notice under paragraph (a) of this
Section 14 shall be given with respect to the Lessor's inability
to finance a Poultry Production Facility or Poultry Production
Facility Equipment the sale or purchase referred to in this
paragraph (b) shall include both the affected Poultry Production
Facility and all Poultry Production Facility Equipment used, or
to be used, at such Poultry Production Facility.  In connection
with any purchase or sale under this paragraph, on the Basic Rent
Payment Date upon which such purchase or sale occurs, the Lessee
shall pay to the Lessor, in addition to any purchase price
payable, all Basic Rent payable, the Variable Component of Basic
Rent accrued with respect to such Property or Equipment and any
Additional Rent and other amounts owing hereunder.

          SECTION 15.  LOSS OF OR DAMAGE TO PROPERTY OR
                    EQUIPMENT.

     (a)  The Lessee hereby assumes all risk of loss of or damage
to Property or Equipment, however caused.  No loss of or damage
to any Property or Equipment shall impair any obligation of the
Lessee under this Lease, which shall continue in full force and
effect with respect to any lost or damaged Property or Equipment.

     (b)  In the event of damage of any kind whatsoever to any
Property or Equipment (unless the same is determined by the
Lessee to be damaged beyond repair) the Lessee, at its own cost
and expense, shall place the same in good operating order,
repair, condition and appearance.  The Lessee's right to any
proceeds paid under any insurance policy or policies required
under Section 10 of this Lease with respect to any such damage to
any Property or Equipment which has been so placed by the Lessee
in good operating order, repair, condition and appearance is
governed by paragraph (h) of Section 10 hereof.

     (c)  If any Property or Equipment is lost, stolen,
destroyed, seized, confiscated, rendered unfit for use or damaged
beyond repair (in the reasonable judgment of the Lessee), or if
the use thereof by the Lessee in the ordinary course of business
is prevented by the act of any third Person or Persons or
governmental instrumentality for a period exceeding forty-five
(45) days, or if such Property or Equipment is attached (other
than on a claim against the Lessor as to which the Lessee is not
obligated to indemnify the Lessor) and the attachment is not
removed within forty-five (45) days, or if a Taking as described
in Section 16 shall occur, then in any such event, (i) the Lessee
shall promptly notify the Lessor in writing of such event, (ii)
on the Basic Rent Payment Date following such event the Lessee
shall pay to the Lessor an amount equal to the Adjusted
Acquisition Cost of such Property or Equipment, (iii) the Lease
Term or Renewal Term of such Property or Equipment shall continue
until the Basic Rent Payment Date on which the Lessor receives
payment from the Lessee of the amount payable pursuant to this
paragraph (c) and of Basic Rent payable, the Variable Component
of Basic Rent accrued with respect to such Property or Equipment
and any Additional Rent and other amounts owing hereunder, and
shall thereupon terminate and (iv) the Lessor shall on such Basic
Rent Payment Date transfer title to such Property or Equipment to
the Lessee, and the Lessee shall be subrogated to the Lessor's
rights resulting from such event.  Insurance and condemnation
proceeds, if any, received by the Lessor in excess of the
Adjusted Acquisition Cost of the affected Property or Equipment,
so long as no Event of Default has occurred and is continuing,
shall be paid by the Lessor to the Lessee upon the payment by the
Lessee of all amounts referred to in the preceding sentence.  If
the lease of a Pork Production Facility or Pork Production
Facility Equipment is terminated pursuant to this paragraph (c),
then the lease of both the affected Pork Production Facility and
the Pork Production Facility Equipment used, or to be used, at
such Pork Production Facility shall be terminated in accordance
with this paragraph (c) and if the lease of a Poultry Production
Facility or Poultry Production Facility Equipment is terminated
pursuant to this paragraph (c), then the lease of both the
affected Poultry Production Facility and the Poultry Production
Facility Equipment used, or to be used, at such Poultry
Production Facility shall be terminated in accordance with this
paragraph (c)

          SECTION 16.  CONDEMNATION AND DEDICATION OF
                    PROPERTY; EASEMENTS.

     (a)  If the use, occupancy or title to all or a substantial
portion of a Parcel of Property is taken, requisitioned or sold
in, by or on account of actual or threatened eminent domain
proceedings or other action by any person or authority having the
power of eminent domain (such events collectively referred to as
a "Taking"), then the Lease Term or Renewal Term shall terminate
as provided in paragraph (c) of Section 15 hereof.  Upon receipt
of proceeds from any award or sale made in connection with such
Taking, if the Lessee has paid all amounts owing under paragraph
(c) of Section 15 hereof, so long as no Event of Default has
occurred and is continuing, the Lessor shall remit to the Lessee
the net amount of such proceeds remaining after reimbursement for
all costs and expenses (including, without limitation, reasonable
attorneys' fees) incurred by the Lessor in connection with the
negotiation and settlement of any proceedings related to such
Taking.  A Taking shall be deemed to relate to a "substantial
portion" if after giving effect to such Taking a Parcel of
Property is, or will be, unusable for the Lessee's ordinary
business purposes.

     (b)  If less than a substantial portion of a Parcel of
Property is subject to a Taking, then this Lease shall continue
in effect as to the portion of the Parcel not taken and any net
proceeds, so long as no Event of Default has occurred and is
continuing, shall be paid to the Lessee.

     (c)  So long as no Event of Default hereunder has occurred
and is continuing, the Lessee shall have the right (i) to grant
minor easements for the benefit of any Parcel of Property, (ii)
to voluntarily dedicate or convey, as required, portions of any
Parcel of Property for road, highway and other public purposes
and (iii) to voluntarily execute petitions to have any Parcel of
Property or a portion thereof annexed to any municipality or
included within any utility, highway or other improvement or
service district, provided that no more than minor restoration is
required.  If any monetary consideration is paid for such
easement or dedication, the Lessee shall be entitled to receive
or retain such consideration.

     The Lessee shall exercise the above power to grant without
the joinder of the Lessor, except that the Lessor will cooperate,
without unreasonable delay and at the Lessee's expense, as
necessary and join in the execution of any appropriate instrument
or shall execute any separate instrument as necessary.  As a
condition precedent to the Lessee's exercise of any of the
Lessee's powers under this Section 16, (i) the Lessee shall give
the Lessor five (5) Business Days' prior written notice of the
proposed action and (ii) the Lessee shall provide to the Lessor a
certificate of the Lessee stating that such action will not
adversely affect either the fair market value of such Property or
the use of such Property for its intended purpose, will not
affect the Lessor's ability to exercise its rights and remedies
under this Lease and that the Lessee undertakes to remain
obligated under this Lease to the same extent as if the Lessee
had not exercised its powers under this Section 16 and the Lessee
will perform all obligations under such instrument and shall
prepare all required documents and provide all other instruments
and certificates as the Lessor may reasonably request.

          SECTION 17.  SURRENDER OF PROPERTY OR EQUIPMENT.

     (a)  Subject to the provisions of Sections 12, 13, 14, 15,
19, 20 and 29 hereof, upon termination of the lease of any
Property or Equipment hereunder, the Lessee shall surrender such
Property or Equipment to the Lessor. Equipment shall be
surrendered by delivering the same to the Lessor at such location
as the Lessor and the Lessee may agree and, if they are unable to
agree, at such location as the Lessor may reasonably direct.
Such Property or Equipment shall be surrendered in the condition
required by paragraph (b) of Section 9 or, in the case of the
Aircraft, paragraph (h) of Section 9 of this Lease.  Any cost of
removal and delivery of Equipment to the Lessor shall be paid by
the Lessee.

     (b)  Subject to the provisions of Sections 12, 13, 14, 15,
19 and 20 hereof, upon termination of the lease of the Aircraft,
the Lessee, at its own expense, will cause such Aircraft, if not
then registered in the name of the Lessor, to be registered in
the name of the Lessor or its designee.  At the time of such
return the Aircraft shall be duly certified as airworthy by the
Federal Aviation Administration.

     (c)  Subject to the provisions of Sections 12, 13, 14, 15,
19, and 20 hereof, upon termination of the lease of the Aircraft,
the Lessee shall have the option of having the aircraft engines
installed on the Aircraft be engines of the same model as the
original Engines or substitute engines suitable and approved by
the Federal Aviation Administration for the Aircraft, free and
clear of all Liens, encumbrances or rights of others whatsoever
and having a value and utility at least equal to, and being in as
good operation and condition, ordinary wear and tear excepted, as
such original Engines.  "Ordinary wear and tear" as used herein
is intended to reflect the Federal Aviation Administration
regulations pertaining to the requirement of a periodic
overhauling of aircraft engines.  Thus, in returning the Engines,
the Lessee, under normal circumstances, shall be required to
overhaul them only if the total flying hours of such Engines
would require an overhaul under the Federal Aviation
Administration regulations.

     (d)  Upon the return of the Aircraft, the Lessee shall
deliver to the Lessor or its designee, all logs, manuals,
inspection data, modification and overhaul records or copies
thereof which are applicable to the Aircraft and are of the type
that the Lessee customarily retains or is required by law to
retain with respect to its own aircraft.

          SECTION 18.  EVENTS OF DEFAULT.

     Any of the following events of default shall constitute an
"Event of Default" and shall give rise to the rights on the part
of the Lessor described in Section 19 hereof:

     (a)  Failure of the Lessee to pay amounts due to the Lessor
at the time of any scheduled sale of any Parcel of Property or
Unit of Equipment hereunder, failure of the Lessee to pay Basic
Rent for more than five (5) days after such payment is due
pursuant to Section 7 hereof, or failure of the Lessee to pay any
other amount payable by the Lessee hereunder or more than ten
(10) days after such payment is due; or

     (b)  Failure to comply with paragraph (b) of Section 14
hereof or to maintain the insurance required by Section 10
hereof, or default in the performance of the covenant contained
in paragraph (1) of Section 10 hereof; or

     (c)  Default in the performance of any other obligation or
covenant of the Lessee pursuant to this Lease or any Consent and
the continuance of such default for thirty (30) days after
written notice to the Lessee by the Lessor or any Assignee;
provided that such default shall not constitute an Event of
Default if (i) such default is of a nature that it cannot be
completely remedied with reasonable and diligent efforts within
such thirty (30) day period, but is capable of being remedied
within an additional ninety (90) days and (ii) the Lessee shall
have commenced and thereafter diligently prosecuted to completion
all steps necessary to remedy such default and such default is in
fact remedied within such additional ninety (90) day period and
(iii) the continuance of such default does not at any time place
the Lessor or any Assignee in any danger of civil liability for
which the Lessor or such Assignee is not adequately indemnified
(the Lessee's obligations under Section 11 of this Lease shall be
deemed to be adequate indemnification if no other Event of
Default exists hereunder and if such civil liability is
reasonably likely to be less than $5,000,000) or subject the
Lessor or any Assignee to any criminal liability as a result of
such default; or

     (d)  The entry of a decree or order for relief in respect of
the Lessee by a court having jurisdiction in the premises in an
involuntary case under the Federal bankruptcy laws, as now or
hereafter constituted, or any other applicable Federal or state
bankruptcy, insolvency or other similar law, or appointing a
receiver, liquidator, assignee, custodian, trustee, sequestrator
(or similar official) of the Lessee or of any substantial part of
the Lessee's property, or ordering the winding up or liquidation
of the Lessee's affairs, and the continuance of any such decree
or order unstayed and in effect for a period of sixty (60)
consecutive days; or

     (e)  The suspension or discontinuance of the Lessee's
business operations, its insolvency (however evidenced) or its
admission of insolvency or bankruptcy, or the commencement by the
Lessee of a voluntary case under the Federal bankruptcy laws, as
now or hereafter constituted, or any other applicable Federal or
state bankruptcy, insolvency or other similar law, or the consent
by it to the appointment of or taking possession by a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or other
similar official) of the Lessee or of any substantial part of its
property, or the making by it of an assignment for the benefit of
creditors, or the failure of the Lessee generally to pay its
debts as such debts become due, or the taking of corporate action
by the Lessee in furtherance of any such action; or

     (f)  A default or event of default, the effect of which is
to permit the holder or holders of any indebtedness (including,
without limitation, lease obligations which are shown on the
balance sheet of the Lessee or which relate to sale-leaseback
transactions), or a trustee or agent on behalf of such holder or
holders, to cause such indebtedness to become due prior to its
stated maturity shall occur under the provisions of any agreement
pursuant to which such indebtedness was created or any instrument
evidencing such indebtedness of the Lessee in excess of
$5,000,000 in the aggregate or any obligation of the Lessee for
the payment of such indebtedness shall become or be declared to
be due and payable prior to its stated maturity, or shall not be
paid when due; or

     (g)  Any representation or warranty made by the Lessee in
this Lease, any Consent or any document contemplated hereby or
thereby proves to be false or inaccurate in any material respect
on or as of the date made or deemed made; or

     (h)  Final judgment or judgments for the payment of money in
excess of $250,000 shall be rendered against the Lessee by any
U.S. Federal or state court and the same shall remain
undischarged for a period of thirty (30) days during which
execution of such judgment or judgments shall not be effectively
stayed; or

     (i)  An Event of Default (as defined in the Agreement for
Lease) shall occur under the Agreement for Lease; or

     (j)  The letter agreement dated the date hereof between the
Lessee and the Lessor ceases to be in full force and effect or
the Lessee defaults in the performance of any obligation or
covenant contained in such letter agreement.

          SECTION 19.  RIGHTS UPON DEFAULT.

     Upon the occurrence and continuation of any Event of Default
the Lessor may do any one or more of the following (subject to
the provisions of paragraph (c) of Section 13 of this Lease):

     (a)  Terminate the lease of any or all Property or Equipment
leased hereunder;

     (b)  Whether or not the lease of any Property or Equipment
is terminated, take immediate possession of and remove any or all
Equipment and other equipment or property of the Lessor in the
possession of the Lessee, wherever situated, and for such
purpose, enter upon any premises without liability to the Lessee
for so doing;

     (c)  Whether or not any action has been taken under
paragraph (a) or (b) above, sell any Property or Equipment (with
or without the concurrence or request of the Lessee);

     (d)  Hold, use, occupy, operate, remove, lease or keep idle
any or all Property or Equipment as the Lessor in its sole
discretion may determine, without any duty to account to the
Lessee with respect to any such action or inaction or for any
proceeds thereof; and

     (e)  Exercise any other right or remedy which may be
available under applicable law and in general proceed by
appropriate judicial proceedings, either at law or in equity, to
enforce the terms hereof or to recover damages for the breach
hereof.

     Suit or suits for the recovery of any default in the payment
of any sum due hereunder or for damages may be brought by the
Lessor from time to time at the Lessor's election, and nothing
herein contained shall be deemed to require the Lessor to await
the date whereon this Lease or the term hereof would have expired
by limitation had there been no such default by the Lessee or no
such termination or cancellation.

     The receipt of any payments under this Lease by the Lessor
with knowledge of any breach of this Lease by the Lessee or of
any default by the Lessee in the performance of any of the terms,
covenants or conditions of this Lease, shall not be deemed to be
a waiver of any provision of this Lease.

     No receipt of moneys by the Lessor from the Lessee after the
termination or cancellation hereof in any lawful manner shall
reinstate, continue or extend the Lease Term or any Renewal Term,
or affect any notice theretofore given to the Lessee, or operate
as a waiver of the right of the Lessor to enforce the payment of
Basic Rent or Additional Rent or other charges payable hereunder,
or operate as a waiver of the right of the Lessor to recover
possession of any Unit of Equipment or Parcel of Property by
proper suit, action, proceedings or remedy; it being agreed that,
after the service of notice to terminate or cancel this Lease,
and the expiration of the time therein specified, if the default
has not been cured in the meantime, or after the commencement of
any suit, action or summary proceedings or of any other remedy,
or after a final order, warrant or judgment for the possession of
any Unit of Equipment or Parcel of Property, the Lessor may
demand, receive and collect any moneys payable hereunder, without
in any manner affecting such notice, proceedings, suit, action,
order, warrant or judgment; and any and all such moneys so
collected shall be deemed to be payments on account for the use
and operation of any Unit of Equipment or the use, operation and
occupation of any Parcel of Property, or at the election of the
Lessor, on account of the Lessee's liability hereunder.
Acceptance of the keys to any Parcel of Property, or any similar
act, by the Lessor, or any agent or employee of the Lessor,
during the term hereof, shall not be deemed to be an acceptance
of a surrender of any Parcel of Property unless the Lessor shall
consent thereto in writing.

     After any Event of Default, the Lessee shall be liable for,
and the Lessor may recover from the Lessee, (i) all Basic Rent
accrued to the date of payment, (ii) any Additional Rent owing
with respect to all Property or Equipment leased by the Lessee,
(iii) all amounts payable pursuant to Sections 11, 25 and 27
hereof and (iv) all losses, damages, costs and expenses
(including, without limitation, attorneys' fees and expenses,
commissions, filing fees and sales or transfer taxes) sustained
by the Lessor by reason of such Event of Default and the exercise
of the Lessor's remedies with respect thereto, including, in the
event of a sale by the Lessor of any Property or Equipment
pursuant to this Section 19, all costs and expenses associated
with such sale.  The amounts payable in clauses (i) through (iv)
above are hereinafter sometimes referred to as the "Accrued
Default Obligations".

     After an Event of Default, the Lessor may sell (in a
commercially reasonable manner) its interest in any Property and
Equipment upon any terms that the Lessor deems satisfactory, free
of any rights of the Lessee or any Person claiming through or
under the Lessee.  In the event of any such sale, in addition to
the Accrued Default Obligations, the Lessor shall be entitled to
recover from the Lessee, as liquidated damages, and not as a
penalty, an amount equal to the Adjusted Acquisition Cost of any
Property or Equipment so sold, minus the proceeds of such sale
received by the Lessor.  Proceeds of sale received by the Lessor
in excess of the Adjusted Acquisition Cost of such Property or
Equipment sold shall be credited against the Accrued Default
Obligations the Lessee is required to pay under this Section 19.
If such proceeds exceed the Accrued Default Obligations, or, if
the Lessee has paid all amounts required to be paid under this
Section 19, such excess shall be paid by the Lessor to the
Lessee.  As an alternative to any such sale, or if the Lessee
converts any Property or Equipment after an Event of Default, or
if such Property or Equipment is lost or destroyed, in addition
to the Accrued Default Obligations, the Lessor may cause the
Lessee to pay to the Lessor, and the Lessee shall pay to the
Lessor, as liquidated damages and not as a penalty, an amount
equal to the Adjusted Acquisition Cost of such Property or
Equipment. In the event the Lessor receives payment pursuant to
the previous sentence of this paragraph, the Lessor shall
transfer all of the Lessor's right, title and interest in and to
the Property and Equipment to the Lessee.

     In the event of a sale pursuant to this Section 19 to a
purchaser other than the Lessee, upon receipt by the Lessor of
the proceeds of such sale, the Lessor shall transfer all of the
Lessor's right, title and interest in and to the Property and
Equipment to such purchaser.

     No remedy referred to in this Section 19 is intended to be
exclusive, but each shall be cumulative and in addition to any
other remedy referred to above or otherwise available to the
Lessor at law or in equity, and the exercise in whole or in part
by the Lessor of any one or more of such remedies shall not
preclude the simultaneous or later exercise by the Lessor of any
or all such other remedies.  No waiver by the Lessor of any Event
of Default hereunder shall in any way be, or be construed to be,
a waiver of any future or subsequent Event of Default.

     With respect to the termination of this Lease as to any
Parcel of Property as a result of an Event of Default, the Lessee
hereby waives service of any notice of intention to re-enter.
The Lessee hereby waives any and all rights to recover or regain
possession of any Parcel of Property or to reinstate this Lease
as permitted or provided by or under any statute, law or decision
now or hereafter in force and effect.

          SECTION 20.  EQUIPMENT TO BE PERSONAL PROPERTY.

     It is the intention and understanding of the Lessor and the
Lessee that all Equipment shall be and at all times remain
personal property.  The Lessee shall obtain and record such
instruments and take such steps as may be necessary to prevent
any Person from acquiring any rights in Equipment paramount to
the rights of the Lessor by reason of such Equipment being deemed
to be real property.  If, notwithstanding the intention of the
parties and the provisions of this Section 20, any Person
acquires or claims to have acquired any rights in any Equipment
superior to the rights of the Lessor, by reason of such Equipment
being deemed to be real property, the Lessee shall promptly
notify the Lessor in writing of such fact and (unless the basis
for such claim is waived or eliminated to the satisfaction of the
Lessor within a period of thirty (30) days from the date it is
asserted) the Lessee shall on the Basic Rent Payment Date
following the expiration of the thirty (30) day period referred
to above in this sentence pay to the Lessor an amount equal to
the Adjusted Acquisition Cost of such Equipment at the time of
payment.  On such Basic Rent Payment Date, in addition to the
payment of the Adjusted Acquisition Cost, the Lessee shall pay to
the Lessor Basic Rent payable, the Variable Component of Basic
Rent accrued with respect to such Equipment and any Additional
Rent and other amounts owing hereunder and the lease of such
Equipment shall thereupon terminate.  The Lessor shall on such
Basic Rent Payment Date transfer title to such Equipment to the
Lessee, and the Lessee shall be subrogated to the Lessor's rights
in the affected transaction.

          SECTION 21.  SALE OR ASSIGNMENT BY LESSOR.

     (a)  The Lessor shall have the right to obtain equity and
debt financing for the acquisition and ownership of the Property
or Equipment by selling or assigning its right, title and
interest in any or all amounts due from the Lessee or any third
party under this Lease; provided, that any such sale or
assignment shall be subject to the rights and interests of the
Lessee under this Lease.

     (b)  Any Assignee shall, except as otherwise agreed by the
Lessor and such Assignee, have all the rights, powers, privileges
and remedies of the Lessor hereunder, and the Lessee's
obligations as between itself and such Assignee hereunder shall
not be subject to any claims or defense that the Lessee may have
against the Lessor.  Upon written notice to the Lessee of any
such assignment, the Lessee shall thereafter make payments of
Basic Rent, Additional Rent and other sums due hereunder to such
Assignee, to the extent specified in such notice, and such
payments shall discharge the obligation of the Lessee to the
Lessor hereunder to the extent of such payments.  Anything
contained herein to the contrary notwithstanding, no Assignee
shall be obligated to perform any duty, covenant or condition
required to be performed by the Lessor hereunder, and any such
duty, covenant or condition shall be and remain the sole
obligation of the Lessor.

          SECTION 22.  INCOME TAXES.

     (a)  The Lessor agrees that it will not file any Federal,
state or local income tax returns during the Lease Term or
Renewal Term, if any, with respect to any Property or Equipment
that are inconsistent with the treatment of the Lessee as owner
of such Property or Equipment for Federal, state and local income
tax purposes.

     (b)  Paragraph (a) of Section 22 above notwithstanding, the
Lessor agrees that, at the written request of the Lessee, it will
take all such action as may be required to be taken by a lessor
to elect under any provision of the Code substantially similar to
section 48(d) of the Internal Revenue Code of 1954, as amended
prior to the enactment of the Tax Reform Act of 1986, permitting
a pass-through of an investment tax credit to a lessee, to treat
the Lessee as having acquired any Unit of Equipment or any
qualifying appliances, equipment and machinery attached to any
Parcel of Property acquired by the Lessor that would qualify for
such a credit (within the meaning of section 48(b) of the Code);
provided, that such request is received by the Lessor reasonably
in advance of the date on which the Lessor is required to take
such action, and the Lessee provides the Lessor in a timely
fashion with all information (other than identifying information
pertaining to the Lessor) required to take such action.  The
Lessor does not represent or warrant to the Lessee that credits
will be allowable with respect to any Unit of Equipment or other
property under the Code or that any election will be effective to
transfer any such credits that are allowable to the Lessee.  The
Lessor, Merrill, Merrill Lynch and Merrill Leasing shall have no
liability to the Lessee resulting from the disallowance to the
Lessee of credits under the Code with respect to any Unit of
Equipment or other property unless such disallowance is directly
and primarily attributable to the failure of the Lessor to comply
with its obligations under the first sentence of this paragraph
(b).

          SECTION 23.  NOTICES AND REQUESTS.

     All notices, offers, acceptances, approvals, waivers,
requests, demands and other communications hereunder or under any
other instrument, certificate or other document delivered in
connection with the transactions described herein shall be in
writing, shall be addressed as provided below and shall be
considered as properly given (a) if delivered in person, (b) if
sent by express courier service (including, without limitation,
Federal Express, Emery, DHL, Airborne Express, and other similar
express delivery services), (c) in the event overnight delivery
services are not readily available, if mailed by international
airmail, postage prepaid, registered or certified with return
receipt requested, or (d) if sent by telecopy and confirmed;
provided, that in the case of a notice by telecopy, the sender
shall in addition confirm such notice by writing sent in the
manner specified in clauses (a), (b) or (c) of this Section 23.
All notices shall be effective upon receipt by the addressee;
provided, however, that if any notice is tendered to an addressee
and the delivery thereof is refused by such addressee, such
notice shall be effective upon such tender.  For the purposes of
notice, the addresses of the parties shall be as set forth below;
provided, however, that any party shall have the right to change
its address for notice hereunder to any other location by giving
written notice to the other party in the manner set forth herein.
The initial addresses of the parties hereto are as follows:

          If to the Lessor:

          Shawnee Funding, Limited Partnership
          c/o ML Leasing Equipment Corp.
            Project and Lease Finance Group
          North Tower-27th Floor
          World Financial Center
          250 Vesey Street
          New York, New York  10281-1327

          Attention: Jean M. Tomaselli
          Telephone: (212) 449-7925
          Telecopy: (212) 449-2854

With a copy of all notices under this Section 23 to be
simultaneously given, delivered or served to Martin I. McInerney
at the following address:

          ML Leasing Equipment Corp.
          Controller's Office
          World Financial Center
          South Tower-14th Floor
          225 Liberty Street
          New York, New York  10080-6114

          If to the Lessee:

          Seaboard Corporation
          P.O. Box 2972
          9000 West 67th Street
          Shawnee Mission, Kansas  66201
          Attention: Legal Department
          Telephone: (913) 676-8800
          Telecopy: (913) 676-8976

          with a copy to:

          Sullivan & Worcester
          One Post Office Square
          Boston, Massachusetts  02109
          Attention: Marshall Tutun
          Telephone: (617) 338-2800
          Telecopy: (617) 338-2880

With a copy of all notices under this Section 23 to any Assignee
at such address as such Assignee may specify by written notice to
the Lessor and the Lessee.

          SECTION 24.  COVENANT OF QUIET ENJOYMENT.

     During the Lease Term or Renewal Term, if any, of any
Property or Equipment hereunder and so long as no Event of
Default or Potential Default shall have occurred and be
continuing, the Lessor recognizes the Lessee's right to quiet
enjoyment of the Property or Equipment on the terms and
conditions provided in this Lease without any interference from
the Lessor or anyone claiming through or under the Lessor.

          SECTION 25.  RIGHT TO PERFORM FOR LESSEE.

     (a)  If the Lessee fails to perform or comply with any of
its covenants or agreements contained in this Lease, the Lessor
may, upon notice to the Lessee but without waiving or releasing
any obligations or default, itself perform or comply with such
covenant or agreement, and the amount of the reasonable expenses
of the Lessor incurred in connection with such performance or
compliance, shall be payable by the Lessee, not later than ten
(10) days after written notice by the Lessor.

     (b)  Without in any way limiting the obligations of the
Lessee hereunder, the Lessee hereby irrevocably appoints the
Lessor as its agent and attorney at the time at which the Lessee
is obligated to deliver possession of any Parcel of Property or
Unit of Equipment to the Lessor, to demand and take possession of
such Parcel of Property or Unit of Equipment in the name and on
behalf of the Lessee from whomsoever shall be at the time in
possession thereof.

          SECTION 26.  MERGER, CONSOLIDATION OR SALE OF ASSETS.

     The Lessee may not consolidate with or merge into any other
corporation or sell all or substantially all of its assets to any
Person, except that the Lessee may consolidate with or merge into
any other corporation which is an Affiliate of the Lessee, or
sell all or substantially all of its assets to any Person which
is an Affiliate of the Lessee; provided, that the surviving
corporation or transferee Person shall assume, by execution and
delivery of instruments satisfactory to the Lessor, the
obligations of the Lessee hereunder and become successor to the
Lessee, but the Lessee shall not thereby be released, without the
consent of the Lessor, from its obligations hereunder and;
provided, further, that such surviving corporation or transferee
Person will, on a pro forma basis, immediately after such
consolidation, merger or sale, possess a consolidated net worth
and credit rating substantially equivalent to or greater than
that of the Lessee immediately prior to such consolidation,
merger or sale.  The terms and provisions of this Lease shall be
binding upon and inure to the benefit of the Lessee and its
respective successors and assigns.

          SECTION 27.  EXPENSES.

     The Lessee shall pay all of the out-of-pocket costs and
expenses incurred by the Lessor, and any Assignee in connection
with this Lease including, without limitation, the reasonable
fees and disbursements of counsel to the Lessor and counsel to
any Assignee.

          SECTION 28.  PERMITTED CONTESTS.

     (a)  The Lessee shall not be required, nor shall the Lessor
have the right, to pay, discharge or remove any tax, assessment,
levy, fee, rent, charge or Lien, or to comply or cause any Parcel
of Property or Unit of Equipment to comply with any Legal
Requirements applicable to any Parcel of Property or Unit of
Equipment or the occupancy, use or operation thereof, so long as
no Event of Default exists under this Lease, the Lessee is
contesting or plans to contest the existence, amount,
applicability or validity thereof by appropriate proceedings and,
in the opinion of the Lessee's counsel, the Lessee shall have
reasonable grounds to contest the existence, amount,
applicability or validity thereof by appropriate proceedings,
which proceedings in the reasonable judgment of the Lessor, (i)
shall not involve any material danger that any Parcel of Property
or Unit of Equipment or any Basic Rent or any Additional Rent
would be subject to sale, forfeiture or loss, as a result of
failure to comply therewith, (ii) shall not affect the payment of
any Basic Rent or any Additional Rent or other sums due and
payable hereunder or result in any such sums being payable to any
Person other than the Lessor or any Assignee, (iii) will not
place the Lessor or any Assignee in any danger of civil liability
for which the Lessor is not adequately indemnified (the Lessee's
obligations under Section 11 of this Lease shall be deemed to be
adequate indemnification if no Event of Default or Potential
Default exists and if such civil liability is reasonably likely
to be less than $500,000 per Parcel or Unit and $5,000,000 in the
aggregate) or to any criminal liability, (iv) if involving taxes,
shall suspend the collection of taxes, and (v) shall be permitted
under and be conducted in accordance with the provisions of any
other instrument to which the Lessee or the Parcel of Property or
Unit of Equipment is subject and shall not constitute a default
thereunder (the "Permitted Contest").  The Lessee shall conduct
all Permitted Contests in good faith and with due diligence and
shall promptly after the final determination (including appeals)
of any Permitted Contest, pay and discharge all amounts which
shall be determined to be payable therein.  The Lessor shall
cooperate in good faith with the Lessee with respect to all
Permitted Contests conducted by the Lessee pursuant to this
Section 28.

     (b)  In the event the Lessor deems, in its sole discretion,
that its interests under this Lease or in any Parcel of Property
or Unit of Equipment are not adequately protected in connection
with a Permitted Contest brought by the Lessee under this Section
28, the Lessee shall give such reasonable security, as may be
demanded by the Lessor to insure payment of such tax, assessment,
levy, fee, rent, charge or Lien and compliance with Legal
Requirements and to prevent any sale or forfeiture of any Parcel
of Property or Unit of Equipment, any Basic Rent or any
Additional Rent by reason of such nonpayment or noncompliance.
The Lessee hereby agrees that the Lessor may assign such security
provided by the Lessee to any Assignee.

     (c)  At least ten (10) days prior to the commencement of any
Permitted Contest, the Lessee shall notify the Lessor in writing
thereof if the amount to be contested exceeds $100,000, and shall
describe such proceeding in reasonable detail.  In the event that
a taxing authority or subdivision thereof proposes an additional
assessment or levy of any tax for which the Lessee is obligated
to reimburse the Lessor under this Lease, or in the event that
the Lessor is notified of the commencement of an audit or similar
proceeding which could result in such an additional assessment,
then the Lessor shall in a timely manner notify the Lessee in
writing of such proposed levy or proceeding.

          SECTION 29.  LEASEHOLD INTERESTS.

     The following provisions relate to each lease (a "Ground
Lease") under which a leasehold interest in a Parcel of Property
is subleased to the Lessee hereunder:

     (a)  The Lessee hereunder covenants and agrees to perform
and to observe all of the terms, covenants, provisions,
conditions and agreements of the underlying Ground Leases on the
Lessor's part as lessee thereunder to be performed and observed
(including, without limitation, payment of all rent, additional
rent and other amounts payable by the Lessor as lessee under any
Ground Lease) to the end that all things shall be done which are
necessary to keep unimpaired the rights of the Lessor as lessee
under any Ground Lease.  The Lessee further covenants that it
shall cause to be exercised any renewal option contained in the
Ground Lease which relates to renewal occurring in whole or in
part during the term of this Lease.

     (b)  The Lessee covenants and agrees pursuant to Section 11
hereof to indemnify and hold harmless the Lessor and any Assignee
from and against any and all liability, loss, damage, suits,
penalties, claims and demands of every kind and nature
(including, without limitation, reasonable attorneys' fees and
expenses) by reason of the Lessee's failure to comply with any
Ground Lease or the provisions of this Section 29.

     (c)  The Lessor and the Lessee agree that the Lessor shall
have no obligation or responsibility to provide services or
equipment required to be provided or repairs or restorations
required to be made in accordance with the provisions of any
Ground Lease by the Lessor thereunder. The Lessor shall in no
event be liable to the Lessee nor shall the obligations of the
Lessee hereunder be impaired or the performance thereof excused
because of any failure or delay on the part of the Lessor under
any Ground Lease in providing such services or equipment or
making such restorations or repairs and such failure or delay
shall not constitute a basis for any claim against the Lessor or
any offset against any amount payable to the Lessor under this
Lease.

     (d)  If the Lessor's interest under any Ground Lease shall
expire, terminate or otherwise be extinguished, the Lease of the
Parcel of Property to which such Ground Lease relates shall
thereupon terminate as provided in this paragraph (d).  Upon such
expiration, termination or extinguishment, the Lessee shall be
required to purchase the Lessor's interest in such Parcel of
Property at its Adjusted Acquisition Cost.  If the Lessee shall
be required to purchase the Lessor's interest in such affected
Parcel, then (i) on the Basic Rent Payment Date next succeeding
such event, the Lessee shall pay to the Lessor an amount equal to
the Adjusted Acquisition Cost of such Property, (ii) the Lease
Term or Renewal Term of such Property shall continue until the
date on which the Lessor receives payment from the Lessee of the
amount payable pursuant to this paragraph (d) and of all Basic
Rent payable, the Variable Component of Basic Rent accrued with
respect to such Parcel of Property and any Additional Rent and
other amounts owing hereunder, and shall then terminate upon the
payment of such amounts and (iii) the Lessor shall on such date
transfer title to the Lessor's interest in such Parcel to the
Lessee.

     (e)  The Lessee shall ensure that each Ground Lease shall be
a Mortgageable Ground Lease.

          SECTION 30.  MISCELLANEOUS.

     (a)  All agreements, indemnities, representations and
warranties, and the obligation to pay Additional Rent contained
in this Lease shall survive the expiration or other termination
hereof.

     (b)  This Lease, the Unit Leasing Records and the AFL Unit
Leasing Records covering Property or Equipment leased pursuant
hereto and the instruments, documents or agreements referred to
herein constitute the entire agreement between the parties and no
representations, warranties, promises, guarantees or agreements,
oral or written, express or implied, have been made by any party
hereto with respect to this Lease or the Property or Equipment,
except as provided herein or therein.

     (c)  This Lease may not be amended, modified or terminated,
nor may any obligation hereunder be waived orally, and no such
amendment, modification, termination or waiver shall be effective
for any purpose unless it is in writing, signed by the party
against whom enforcement thereof is sought.  A waiver on one
occasion shall not be construed to be a waiver with respect to
any other occasion.

     (d)  The captions in this Lease are for convenience of
reference only and shall not be deemed to affect the meaning or
construction of any of the provisions hereof.  Any provision of
this Lease which is prohibited by law or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and the parties
hereto shall negotiate in good faith appropriate modifications to
reflect such changes as may be required by law, and, as nearly as
possible, to produce the same economic, financial and tax effects
as the provision which is prohibited or unenforceable; and any
such prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any
other jurisdiction.  To the extent permitted by applicable law,
the Lessee and the Lessor hereby waive any provision of law which
renders any provision hereof prohibited or unenforceable in any
respect.  THIS LEASE HAS BEEN EXECUTED AND DELIVERED IN THE STATE
OF NEW YORK.  THE LESSEE AND THE LESSOR AGREE THAT, TO THE
MAXIMUM EXTENT PERMITTED BY THE LAW OF THE STATE OF NEW YORK,
THIS LEASE, AND THE RIGHTS AND DUTIES OF THE LESSEE AND THE
LESSOR HEREUNDER, SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING
WITHOUT LIMITATION SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK
GENERAL OBLIGATIONS LAW) IN ALL RESPECTS, INCLUDING WITHOUT
LIMITATION IN RESPECT OF ALL MATTERS OF CONSTRUCTION, VALIDITY
AND PERFORMANCE.  THE LESSEE HEREBY IRREVOCABLY SUBMITS, FOR
ITSELF AND ITS PROPERTY, TO THE JURISDICTION OF THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND THE
SUPREME COURT OF THE STATE OF NEW YORK IN THE COUNTY OF NEW YORK
IN ANY ACTION, SUIT OR PROCEEDING BROUGHT AGAINST IT AND RELATED
TO OR IN CONNECTION WITH THIS LEASE OR THE TRANSACTIONS
CONTEMPLATED HEREBY, AND TO THE EXTENT PERMITTED BY APPLICABLE
LAW, THE LESSEE HEREBY WAIVES AND AGREES NOT TO ASSERT BY WAY OF
MOTION, AS A DEFENSE OR OTHERWISE IN ANY SUCH SUIT, ACTION OR
PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE
JURISDICTION OF SUCH COURT, THAT THE SUIT, ACTION OR PROCEEDING
IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT,
ACTION OR PROCEEDING IS IMPROPER, OR THAT THIS LEASE OR ANY
DOCUMENT OR ANY INSTRUMENT REFERRED TO HEREIN OR THE SUBJECT
MATTER HEREOF MAY NOT BE LITIGATED IN OR BY SUCH COURT.  TO THE
EXTENT PERMITTED BY APPLICABLE LAW, THE LESSEE AGREES NOT TO SEEK
AND HEREBY WAIVES THE RIGHT TO ANY REVIEW OF THE JUDGMENT OF ANY
SUCH COURT BY ANY COURT OF ANY OTHER NATION OR JURISDICTION WHICH
MAY BE CALLED UPON TO GRANT AN ENFORCEMENT OF SUCH JUDGMENT.  THE
LESSEE AGREES THAT SERVICE OF PROCESS MAY BE MADE UPON IT BY
CERTIFIED OR REGISTERED MAIL TO THE ADDRESS FOR NOTICES SET FORTH
IN THIS LEASE OR ANY METHOD AUTHORIZED BY THE LAWS OF NEW YORK.
THE LESSOR AND THE LESSEE EXPRESSLY WAIVE ALL RIGHT TO TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM RELATED TO THIS
LEASE OR THE TRANSACTIONS CONTEMPLATED HEREBY.  THE LESSOR AND
THE LESSEE ACKNOWLEDGE THAT THE PROVISIONS OF THIS PARAGRAPH (D)
OF SECTION 30 HAVE BEEN BARGAINED FOR AND THAT THEY HAVE BEEN
REPRESENTED BY COUNSEL IN CONNECTION THEREWITH.

     (e)  In connection with any sale of Property or Equipment
pursuant to Section 12, 13, 14, 15, 19, 20 or 29 of this Lease,
when the Lessor transfers title, such transfer shall be on an
as-is, non-installment sale basis, without warranty by, or
recourse to, the Lessor.  The purchase price for any such sale
shall be paid entirely in cash and in immediately available
funds.

     (f)  In connection with the sale or purchase of Property or
Equipment pursuant to Section 12, 13, 14, 15, 19, 20 or 29 of
this Lease, the Lessee shall pay or shall cause the purchaser of
such Property or Equipment to pay in addition to the purchase
price, all transfer taxes, transfer gains taxes, mortgage
recording tax, if any, recording and filing fees and all other
similar taxes, fees, expenses and closing costs (including
reasonable attorneys' fees) in connection with the conveyance of
such Property or Equipment to the Lessee or any purchaser.

     (g)  When used in Section 12, 13, 14, 15, 20 or 29 of this
Lease, the phrase "the Variable Component of Basic Rent accrued"
means the Variable Component of Basic Rent accrued through the
date of termination of this Lease pursuant to such Section which
has not been included in Basic Rent then payable or previously
paid.

     (h)  If any costs of the Lessor related to the Agreement for
Lease which were not included in the Acquisition Cost of a Parcel
of Property are allocated to such Parcel of Property pursuant to
the definition of Unit Acquisition Cost in the Agreement for
Lease, the Lessee and the Lessor shall execute a revised AFL Unit
Leasing Record to amend the Adjusted Acquisition Cost for such
Parcel to reflect the increase in the Acquisition Cost.

     (i)  The Lessor agrees that it shall not cause or permit to
exist any Lien with respect to any Parcel of Property or Unit of
Equipment arising as a result of any willful act or omission of
the Lessor which is not permitted or contemplated by this Lease,
the Agreement for Lease, any Credit Agreement or the transactions
contemplated thereby.

          SECTION 31.  NO RECOURSE.

     The Lessor's obligations hereunder are intended to be the
obligations of the limited partnership and of the corporation
which is the general partner thereof only and no recourse for the
payment of any amount due under this Lease or for any claim based
thereon or otherwise in respect thereof, shall be had against any
limited partner of the Lessor or any incorporator, shareholder,
officer, director or Affiliate, as such, past, present or future
of such corporate general partner or of any corporate limited
partner or of any successor corporation to such corporate general
partner or any corporate limited partner of the Lessor, or
against any direct or indirect parent corporation of such
corporate general partner or of any limited partner of the Lessor
or any other subsidiary or Affiliate of any such direct or
indirect parent corporation or any incorporator, shareholder,
officer or director, as such, past, present or future, of any
such parent or other subsidiary or Affiliate, it being understood
that the Lessor is a limited partnership formed for the purpose
of the transactions involved in and relating to this Lease on the
express understanding aforesaid.   Nothing contained in this
Section 31 shall be construed to limit the exercise or
enforcement, in accordance with the terms of this Lease and any
other documents referred to herein, of rights and remedies
against the limited partnership or the corporate general partner
of the Lessor or the assets of the limited partnership or the
corporate general partner of the Lessor.

          SECTION 32.  NO MERGER.

     There shall be no merger of this Lease or of the leasehold
estate hereby created with the fee estate in any Parcel of
Property by reason of the fact that the same person acquires or
holds, directly or indirectly, this Lease or the leasehold estate
hereby created or any interest herein or in such leasehold estate
as well as the fee estate in any Parcel of Property or any
interest in such fee estate.

          SECTION 33.  CONFIDENTIALITY.

     (a)  The Lessee agrees to treat information concerning the
structure and documentation of the Agreement for Lease and this
Lease confidentially, except to the extent that disclosure is
required by law (in which circumstance the Lessee will notify the
Lessor prior to such disclosure of any information). The
foregoing constraint shall not include (i) information that is
now in the public domain or subsequently enters the public domain
without fault on the part of the Lessee, (ii) information
currently known to the Lessee from its own sources as evidenced
by its prior written records, and (iii) information that the
Lessee receives from a third party not under any obligation to
keep such information confidential.

     (b)  The Lessor agrees to treat information which is
designated as confidential concerning the structure and
documentation of this Lease, the Agreement for Lease, the
Lessee's operations and the Property and Equipment
confidentially, except to the extent that disclosure is required
by law (in which circumstance the Lessor will notify the Lessee
prior to such disclosure of any information). The foregoing
constraint shall not include (i) information that is now in the
public domain or subsequently enters the public domain without
fault on the part of the Lessor, (ii) information currently known
to the Lessor from its own sources as evidenced by its prior
written records, (iii) information that the Lessor receives from
a third party not under any obligation to keep such information
confidential, (iv) information disclosed to any Assignee or any
lender for the purpose of financing or refinancing the purchase
or ownership of any Property or Equipment or (v) information
disclosed to any Person for the purpose of enforcing the rights
of the Lessor under this Lease, the Agreement for Lease, the
Credit Agreement or any other document contemplated hereby or
thereby.

          SECTION 34.  CERTAIN LIMITATIONS.

     It is the intention of the parties hereto to conform
strictly to all usury laws that are applicable to each such
party, this Lease, and to each of the transactions contemplated
by this Lease (collectively the "Transactions").  Accordingly,
notwithstanding anything to the contrary in this Lease, or any
other document, certificate, instrument or agreement entered in
connection with the Transactions (collectively the "Transaction
Documents"), it is agreed as follows: (i) the aggregate of all
consideration which constitutes interest under Applicable Usury
Law (hereinafter defined) that is contracted for, taken,
reserved, charged or received by any party under the Transaction
Documents or otherwise in connection with the Transactions shall
under no circumstances exceed the maximum amount of interest that
could lawfully be charged by such party under Applicable Usury
Law, (ii) in the event that the maturity of any indebtedness
evidenced by or payable pursuant to the Transaction Documents is
accelerated for any reason, or in the event of any required or
permitted payment or prepayment of all or any part of such
indebtedness (including, without limitation, and if applicable,
any required or permitted purchase of any Property or Equipment,
or any required or permitted payment of the Adjusted Acquisition
Cost), then such consideration that constitutes interest as to
any such indebtedness under Applicable Usury Law may never
include more than the maximum amount allowed by such Applicable
Usury Law, and (iii) excess interest, if any, provided for in the
Transaction Documents or otherwise in connection with the
Transactions shall be, in accordance with the following
provisions of this Section 33, canceled automatically and, if
theretofore paid, shall be credited by the recipient on the
principal or stated amount of the affected indebtedness (or, to
the extent that the principal or stated amount of such
indebtedness shall have been or would thereby be paid in full,
refunded by such recipient to the party entitled thereto).  If at
any time the rate of interest (denominated as such) contractually
called for in any Transaction Document (as the same may vary from
time to time pursuant to the terms of such Transaction Document,
the "Stated Rate"), exceeds the maximum non-usurious rate of
interest permitted by Applicable Usury Law (the "Maximum Rate")
in respect of the indebtedness evidenced by such Transaction
Document, taking into account all other amounts paid or payable
pursuant to the Transaction Documents which constitute interest
with respect to such indebtedness under Applicable Usury Law
regardless of whether denominated as interest (collectively, the
"Other Charges"), then the rate of interest to accrue on such
indebtedness shall be limited to such Maximum Rate (taking into
account the Other Charges), but any subsequent reduction in the
Stated Rate applicable to such indebtedness shall not reduce the
rate of interest or yield to accrue on such indebtedness to a
rate that is less than such Maximum Rate (taking into account the
Other Charges) until such time as the total amount of interest or
yield on such indebtedness equals the amount of interest or yield
which would have accrued if the Stated Rate applicable to such
indebtedness had at all times been in effect.  If at the maturity
or final payment of any indebtedness the total amount of interest
or yield paid or accrued on such indebtedness under the preceding
sentence is less than the total amount of interest or yield which
would have accrued if the Stated Rate applicable to such
indebtedness had at all times been in effect, then  to the
fullest extent permitted by Applicable Usury Law there shall be
due and payable with respect to such indebtedness an amount equal
to the excess, if any, of (a) the lesser of (i) the amount of
interest which would have accrued on such indebtedness if such
Maximum Rate in respect of such indebtedness had at all times
been in effect and been chosen as the rate of interest or yield
to be applicable throughout the term of such indebtedness (taking
into account the Other Charges) and (ii) the amount of interest
which would have accrued on such indebtedness if the Stated Rate
applicable to such indebtedness had at all times been in effect,
over (b) the amount of interest accrued in accordance with the
provisions of the Transaction Document evidencing such
indebtedness after giving effect to the preceding sentence.  All
amounts paid or agreed to be paid for the use, forbearance or
detention of sums pursuant to or in connection with the
Transaction Documents shall, to the extent permitted by
Applicable Usury Law, be amortized, prorated, allocated and
spread throughout the full term thereof so that the rate or
amount of interest paid or payable with respect to any amount of
indebtedness evidenced by or payable pursuant to the Transaction
Documents does not exceed the applicable usury ceiling, if any.
As used herein, the term "Applicable Usury Law" means that law,
if any, that is applicable to any particular Transaction and that
limits the maximum non-usurious rate of interest that may be
taken, contracted for, charged, reserved or received with respect
to such Transaction, including the Federal laws of the United
States of America, the laws of the State of New York, the laws of
the State of Texas, and the laws of any other jurisdiction that
may be mandatorily applicable to such Transaction notwithstanding
other provisions of this Lease and the other Transaction
Documents.  As used herein, the term "interest" means interest as
determined under Applicable Usury Law, regardless of whether
denominated as interest in the Transaction Documents (except to
the extent that this Section 34 specifically refers to interest
denominated as interest).  The right to accelerate maturity of
any indebtedness evidenced by any Transaction Document, and the
right to demand payment of the Adjusted Acquisition Cost does not
include the right to accelerate any interest, or to receive any
other amounts, which would cause the Transactions to be usurious
under Applicable Usury Law.  To the extent (if any) that Texas
law determines the Maximum Rate, such Maximum Rate shall be
determined by utilizing the indicated rate (weekly) ceiling from
time to time in effect pursuant to Texas Revised Civil Statutes
Annotated Article 5069-1.04, as amended.  In no event will the
provisions of Texas Revised Civil Statutes Annotated Articles
5069-2.01 through 5069-8.06 or 5069-15.01 through 5069-15.11 be
applicable to the Transactions.  All computations of the maximum
amount allowed under Applicable Usury Law will be made on the
basis of the actual number of days elapsed over a 365 or 366 day
year, whichever is applicable pursuant to such Applicable Usury
Law.  The provisions of this Section 34 shall prevail over any
contrary provisions in this Lease or any of the other Transaction
Documents.

          IN WITNESS WHEREOF, the Lessor and the Lessee have
caused this Lease to be executed and delivered by their duly
authorized officers as of the day and year first above written.


(Corporate Seal)              Shawnee Funding, Limited Partnership
ATTEST                        by Shawnee Capital, Inc.,
                              its General Partner



________________________               By_________________________
Name:                                  Name:
Title:                                 Title:


(Corporate Seal)                   Seaboard Corporation
ATTEST:


________________________               By_________________________
Name:                                  Name:
Title:                                 Title:

          IN WITNESS WHEREOF, the Lessor and the Lessee have
caused this Lease to be executed and delivered by their duly
authorized officers as of the day and year first above written.

(Corporate Seal)              Shawnee Funding, Limited Partnership
ATTEST                        by Shawnee Capital, Inc.,
                              its General Partner



________________________               By_________________________
Name:                                  Name:
Title:                                 Title:


(Corporate Seal)                   Seaboard Corporation
ATTEST:


________________________               By_________________________
Name:                                  Name:
Title:                                 Title:


STATE OF       )
               : ss.:
COUNTY OF      )


     The foregoing instrument was acknowledged before me on this
____ day of August, 1994 by ____________________, as
_________________________ of Seaboard Corporation, a Delaware
corporation.




(Notarial Seal)                         _______________________
                                        Notary Public

My commission expires:


________________________



STATE OF NEW YORK        )
                         : ss.:
COUNTY OF NEW YORK       )


     The foregoing instrument was acknowledged before me on this
____ day of August, 1994 by ____________________, as Vice
President of Shawnee Capital, Inc., a Delaware corporation,
general partner of Shawnee Funding, Limited Partnership, a
Delaware limited partnership.




(Notarial Seal)                         _________________________
                                        Notary Public

My commission expires:


_______________________

STATE OF            )
                    : ss.:
COUNTY OF           )


     The foregoing instrument was acknowledged before me on this
____ day of August, 1994 by ____________________, as
_________________ of Seaboard Corporation, a Delaware
corporation.



(Notarial Seal)                         ________________________
                                        Notary Public


My commission expires:


________________________


STATE OF NEW YORK        )
                         : ss.:
COUNTY OF NEW YORK       )


     The foregoing instrument was acknowledged before me on this
____ day of August, 1994 by ____________________, as Vice
President of Shawnee Capital, Inc., a Delaware corporation,
general partner of Shawnee Funding, Limited Partnership, a
Delaware limited partnership.



(Notarial Seal)                              _______________________
                                             Notary Public

My Commission Expires:

______________________



                            EXHIBIT A


Type of                            Initial     Extended      Renewal
Equipment                           Term         Term         Term
or Property                      (in months)  (in months)  (in months)
Pork Production Facilities           36           324           *
Pork Production Facility             **           ***           *
Equipment
Poultry Production Facilities        36           324           *
Poultry Production Facility          **           ***           *
Equipment
automobiles                          12          12-60          *
light trucks (< 13,000 pounds)       12          12-84          *
heavy trucks ( 13,000 pounds)        12         12-120          *
telecommunica-                       12         24-108          *
tions equipment
computer and peri-                   12          12-72          *
pheral equipment
manufacturing equipment              12          12-60          *
real property                        60           420           *
office equipment                     12         12-108          *
aircraft                             12         108-348         *
furniture and fixtures               12         72-132          *
other****



*  To be determined by agreement of the Lessee and the Lessor.
** The Initial Term for Pork Production Facility Equipment will
   end on the Basic Rent Payment Date on which the Initial Term
   ends with respect to the Pork Production Facility at which
   such Pork Production Facility Equipment is used or to be used
   ends.  If such Term has ended prior to the Effective Date of
   such Pork Production Facility Equipment, then such Pork
   Production Facility Equipment shall be deemed to have only an
   Extended Term.  The Initial Term for Poultry Production
   Facility Equipment will end on the Basic Rent Payment Date on
   which the Initial Term ends with respect to the Poultry
   Production Facility at which such Poultry Production Facility
   Equipment is used or to be used ends.  If such Term has ended
   prior to the Effective Date of such Poultry Production
   Facility Equipment, then such Poultry Production Facility
   Equipment shall be deemed to have only an Extended Term.
***     The Lease Term for Pork Production Facility Equipment and
   Poultry Production Facility Equipment will equal 36-120 months
   and its Extended Term will be such Lease Term (i) minus the
   number of months of the Initial Term for such Equipment, if
   any, and (ii) plus any partial calendar month during which the
   Effective Date of such Equipment not having an Initial Term
   occurs.
****    To be determined by agreement of the Lessee and the
   Lessor.

                            EXHIBIT B

                     Description of Aircraft


                    Intentionally left blank





                            EXHIBIT C


AFL UNIT LEASING RECORD to    Lessor:   Shawnee Funding,
the Lease Agreement, dated                     Limited
Partnership
as of August 11, 1994,        Lessee:        Seaboard Corporation
between Shawnee Funding,
Limited Partnership,
as lessor, and Seaboard Corporation,
as lessee (the "Lease Agreement").

A.   AFL ULR No.:
     Effective Date of this AFL
     Unit Leasing Record ("AFL ULR") _______ ___, 19__.


B.   PLEASE COMPLETE THE FOLLOWING STATEMENTS, IF APPLICABLE:

     1.   This AFL ULR relates to [Deed/Ground Lease] dated
          __________ ____ 19___.

     PROPERTY DESCRIPTION AND RENTAL INFORMATION.

C.   Type of Property (use category specified in Exhibit A to the
     Lease Agreement)

     ___________________________

D.   Specific Description: (See Schedule A hereto if more space
     needed)

     ____________________________________________________________

E.   Location of
     Property  __________________________________________________
                    State          County    City

F.   Unit Acquisition Cost under the Agreement for Lease is
     $__________.

G.   If the Effective Date of this AFL ULR is after the first day
     of the month and prior to the Lease Rate Date in such month,
     the partial first month's Basic Rent for Property placed
     under lease by this AFL ULR will be paid from the date of
     this AFL ULR until the end of the month on the Basic Rent
     Payment Date in such month.  If the Effective Date of the
     AFL ULR falls on or after the Lease Rate Date, the partial
     first month's Basic Rent will be paid from the date of this
     AFL ULR until the end of the month on the next succeeding
     Basic Rent Payment Date.

H.   The Initial Term, Extended Term and Renewal Term for the
     Property placed under lease pursuant to this AFL ULR will be
     in accordance with Exhibit A to the Lease Agreement.

I.   The Basic Rent is as defined in the Lease Agreement.  The
     Monthly Rent Component will be in accordance with Schedule B
     hereto.

J.   The Property will be fully amortized as of the last day of
     the Lease Term on _________ ___, ______.

K.   The Basic Rent for the Renewal Term (after the Property is
     fully amortized) equals fair market rental value.

L.   Termination of the lease of the Property leased pursuant to
     this AFL ULR will be in accordance with the Lease Agreement.

M.   ACKNOWLEDGEMENT AND EXECUTION

     The undersigned Lessor hereby leases to the undersigned
     Lessee, and the Lessee acknowledges delivery to it in good
     condition of the Property described on this AFL ULR. The
     Lessee agrees to pay the Basic Rent, Additional Rent and
     additional payments set forth in the Lease Agreement.  The
     covenants, terms and conditions of this lease are those
     appearing in the Lease Agreement, as it may from time to
     time be amended, which covenants, terms and conditions are
     hereby incorporated by reference.  The terms used herein
     have the meaning assigned to them in the Lease Agreement.

     Seaboard Corporation,          Shawnee Funding, Limited
     Lessee                         Partnership, Lessor By Shawnee
                                    Capital, Inc., its General Partner

     By______________________        By__________________________
       Name:                         Name:
       Title:                        Title:

     (Corporate Seal)                   (Corporate Seal)
     ATTEST:                       ATTEST:


     ________________________           _________________________
     Name:                              Name:
     Title:                             Title:


STATE OF       )
               : ss.:
COUNTY OF      )


     The foregoing instrument was acknowledged before me on this
____ day of _______, 2002 by ________________________, as
________________________ of Seaboard Corporation, a Delaware
corporation.




(Notarial Seal)                         _________________________
                                        Notary Public

My commission expires:


_____________________________



STATE OF NEW YORK   )
                    : ss.:
COUNTY OF NEW YORK  )


     The foregoing instrument was acknowledged before me on this
____ day of __________, 2002 by ____________________, as Vice
President of Shawnee Capital, Inc., a Delaware corporation,
general partner of Shawnee Funding, Limited Partnership, a
Delaware limited partnership.




(Notarial Seal)                         ________________________
                                        Notary Public

My commission expires:


_____________________________


                            EXHIBIT D


UNIT LEASING RECORD to the         Lessor:  Shawnee Funding,
Limited
Lease Agreement, dated as                      Partnership
of August 11, 1994, between             Lessee:  Seaboard
Corporation
Shawnee Funding, Limited
Partnership, as lessor, and Seaboard
Corporation, as lessee
(the "Lease Agreement").


A.   ULR No.:___
     Effective Date of this
     Unit Leasing Record ("ULR") _________ ___, 19___.

B.   PLEASE COMPLETE THE FOLLOWING STATEMENTS, IF APPLICABLE:

     1.   This ULR relates to [Deed/Ground Lease/
          Bill of Sale/Invoice] dated __________ ___, 19___.

     PROPERTY OR EQUIPMENT DESCRIPTION AND RENTAL INFORMATION.

C.   Type of Property or Equipment (use category specified in
     Exhibit A to the Lease Agreement)

     ____________________________________________________________

D.   Specific Description (See Schedule A hereto if more space
     needed)

     ____________________________________________________________
     ____________________________________________________________

E.   Location of Property
     or
Equipment________________________________________________________
                    State               County         City

F.   Basic     Additional     Sale & Use     Acquisition
    Cost Charges   Tax  Cost

    $____+ $____   + $____   =
    $____

G.   If the Effective Date of this ULR is after the first day of
     the month and prior to the Lease Rate Date in such month,
     the partial first month's Basic Rent for Property or
     Equipment placed under lease by this ULR will be paid from
     the date of this ULR until the end of the month on the Basic
     Rent Payment Date in such month.  If the Effective Date of
     this ULR falls on or after the Lease Rate Date, the partial
     first month's Basic Rent will be paid from the date of this
     ULR until the end of the month on the next succeeding Basic
     Rent Payment Date.

H.   The Initial Term, Extended Term and Renewal Term for the
     Property or Equipment placed under lease pursuant to this
     ULR will be in accordance with Exhibit A to the Lease
     Agreement.

I.   The Basic Rent is as defined in the Lease Agreement.  The
     Monthly Rent Component will be in accordance with [Schedule
     B hereto] [the definition set forth in the Lease Agreement].

J.   The Property or Equipment will be fully amortized as of the
     last day of the Lease Term on _____________ ___, ______.

K.   The Basic Rent for the Renewal Term (after the Property or
     Equipment is fully amortized) equals fair market rental
     value.

L.   Termination of the lease of the Property or Equipment leased
     pursuant to this ULR be in accordance with the Lease
     Agreement.

M.   ACKNOWLEDGMENT AND EXECUTION

     The undersigned Lessor hereby leases to the undersigned
     Lessee, and the Lessee acknowledges delivery to it in good
     condition of the Property or Equipment described on this
     ULR.  The Lessee agrees to pay the Basic Rent, Additional
     Rent and additional payments set forth in the Lease
     Agreement.  The covenants, terms and conditions of this
     lease are those appearing in the Lease Agreement, as it may
     from time to time be amended, which covenants, terms and
     conditions are hereby incorporated by reference.  The terms
     used herein have the meaning assigned to them in the Lease
     Agreement.

     Seaboard Corporation,       Shawnee Funding, Limited Partnership,
     Lessee                      Lessor By Shawnee Capital, Inc.,
                                 its General Partner


     By______________________  By______________________
       Name:                   Name:
       Title:                  Title:

     (Corporate Seal)         (Corporate Seal)
     ATTEST:                  ATTEST:


     ________________________ ________________________
     Name:                    Name:
     Title:                   Title:


STATE OF       )
               : ss.:
COUNTY OF      )


     The foregoing instrument was acknowledged before me on this
___ day of _________, 2002 by ________________________, as
_________________________ of Seaboard Corporation, a Delaware
corporation.




(Notarial Seal)                              _____________________
                                             Notary Public

My commission expires:


_____________________________


STATE OF NEW YORK   )
                    : ss.:
COUNTY OF NEW YORK  )


     The foregoing instrument was acknowledged before me on this
____ day of ____________, 2002 by _______________________, as
Vice President of Shawnee Capital, Inc., a Delaware corporation,
general partner of Shawnee Funding, Limited Partnership, a
Delaware limited partnership.




(Notarial Seal)                              ______________________
                                             Notary Public

My commission expires:_____________________________



                         AMENDMENT NO. 1

                   Dated as of August 9, 1995

                               to


                         LEASE AGREEMENT

                   Dated as of August 11, 1994

                             between

              Shawnee Funding, Limited Partnership

                                        as Lessor

                               and

                      Seaboard Corporation

                                        as Lessee





     This   Amendment  has  been  manually  executed  in   8
     counterparts, numbered consecutively from 1 through  8,
     of  which this is No. __.  To the extent, if any,  that
     this  Amendment constitutes chattel paper (as such term
     is  defined in the Uniform Commercial Code as in effect
     in  any  jurisdiction), no security  interest  in  this
     Amendment  may  be  created or  perfected  through  the
     transfer  or possession of any counterpart  other  than
     the  original executed counterpart which shall  be  the
     counterpart identified as counterpart No. 1.

           Amendment  No. 1 dated as of August 9, 1995  to  Lease
Agreement  ("Amendment  No. 1"), dated as  of  August  11,  1994,
between  Shawnee Funding, Limited Partnership, a Delaware limited
partnership   ("Lessor"),  and Seaboard Corporation,  a  Delaware
corporation ("Lessee"), amending the Lease Agreement referred  to
below.

           WHEREAS,   Lessor  and Lessee have heretofore  entered
into  a  Lease Agreement, dated as of August 11, 1994 (the "Lease
Agreement"); and

           WHEREAS,  Lessor and Lessee wish to  amend  the  Lease
Agreement as hereinafter provided;

          NOW, THEREFORE, Lessor and Lessee hereby agree that the
Lease Agreement is amended as follows:

           1.   A new Exhibit E is added to the Lease to read  in
its entirety as set forth in Annex I hereto.

           2.    Paragraph (a)(iii) of the definition  of  "Basic
Rent"  in Section 1 of the Lease Agreement is amended to read  in
its entirety as follows:

          "the  decimal  equivalent of a percentage  (which
          percentage will be based upon the Lessee's debt  rating
          as follows: (1) if the Lessee's debt rating is Level 1,
          the  percentage  shall be (A) during the  Initial  Term
          0.505%   with   respect  to  the   aggregate   Adjusted
          Acquisition Cost of Property and 0.515% with respect to
          the  aggregate Adjusted Acquisition Cost of  Equipment,
          at  any time subject to this Lease; and (B) during  the
          Extended  Term,  0.50% with respect  to  the  aggregate
          Adjusted Acquisition Cost of Property and Equipment  at
          any  time  subject to this Lease; (2) if  the  Lessee's
          debt  rating  is Level 2, the percentage shall  be  (A)
          during  the  Initial Term, 0.555% with respect  to  the
          aggregate  Adjusted Acquisition Cost  of  Property  and
          0.567%   with   respect  to  the   aggregate   Adjusted
          Acquisition Cost of Equipment, at any time  subject  to
          this Lease and (B) during the Extended Term, 0.55% with
          respect  to the aggregate Adjusted Acquisition Cost  of
          Property  and  Equipment at any time  subject  to  this
          Lease; (3) if the Lessee's debt rating is Level 3,  the
          percentage shall be (A) during the Initial Term, 0.606%
          with respect to the aggregate Adjusted Acquisition Cost
          of  Property  and 0.620% with respect to the  aggregate
          Adjusted  Acquisition Cost of Equipment,  at  any  time
          subject to this Lease and (B) during the Extended Term,
          0.60%   with   respect   to  the   aggregate   Adjusted
          Acquisition Cost of Property and Equipment at any  time
          subject to this Lease; (4) if the Lessee's debt  rating
          is  Level  4,  the percentage shall be (A)  during  the
          Initial  Term,  0.708% with respect  to  the  aggregate
          Adjusted  Acquisition Cost of Property and 0.724%  with
          respect to the aggregate Acquisition Cost of Equipment,
          at  any  time subject to this Lease and (B) during  the
          Extended  Term  0.70%  with respect  to  the  aggregate
          Adjusted Acquisition Cost of Property and Equipment  at
          any  time  subject to this Lease; (5) if  the  Lessee's
          debt  rating  is Level 5, the percentage shall  be  (A)
          during  the  Initial Term, 0.809% with respect  to  the
          aggregate  Adjusted Acquisition Cost  of  Property  and
          0.829%   with   respect  to  the   aggregate   Adjusted
          Acquisition Cost of Equipment, at any time  subject  to
          this  Lease and (B) during the Extended Term 0.80% with
          respect  to the aggregate Adjusted Acquisition Cost  of
          Property  and  Equipment at any time  subject  to  this
          Lease; and (6) if the Lessee's debt rating is Level  6,
          the  percentage shall be (A) during the  Initial  Term,
          1.214%   with   respect  to  the   aggregate   Adjusted
          Acquisition Cost of Property and 1.249% with respect to
          the  aggregate Adjusted Acquisition Cost of  Equipment,
          at  any  time subject to this Lease and (B) during  the
          Extended  Term,  1.20% with respect  to  the  aggregate
          Adjusted Acquisition Cost of Property and Equipment  at
          any  time  subject to this Lease, plus (A) the weighted
          average bond yield equivalent percentage cost per annum
          (including as part of such cost any fees payable  under
          or  pursuant  to  any Credit Agreement and  any  dealer
          discount or placement agency commission payable by  the
          Lessor  in  respect  of its Commercial  Paper)  on  all
          Commercial  Paper of the Lessor issued  to  finance  or
          refinance the acquisition and ownership of Property and
          Equipment  outstanding at any time  during  the  period
          from  and  including  the 16th  day  of  the  preceding
          calendar  month to and including the 15th  day  of  the
          calendar  month for which Basic Rent is being  computed
          (the   "Computation  Period"),  or  (B)  if   no   such
          Commercial  Paper  of the Lessor is outstanding  during
          the  Computation Period, the Lessor's weighted  average
          percentage  cost per annum (including as part  of  such
          cost  any fees payable under or pursuant to any  Credit
          Agreement and whether or not interest is accruing at  a
          default  rate) of other borrowings outstanding  at  any
          time during the Computation Period for which Basic Rent
          is   being   computed  to  finance  or  refinance   the
          acquisition  and ownership of Property or Equipment  or
          (C)  if both Commercial Paper and other borrowings  are
          outstanding  at any time during the Computation  Period
          for  which  Basic  Rent is being computed,  a  weighted
          average blended rate based on the calculations referred
          to in clauses (A) and (B) above."

           3.    A  definition  of the term "Consolidated  Funded
Debt"  is  added to Section 1 of the Lease immediately  following
the  definition  of "Consent" in such Section,  to  read  in  its
entirety as follows:

                     ""Consolidated Funded Debt"  means,  at  any
          time,  the amount of Funded Debt of the Lessee and  the
          amount  of  Subsidiary Funded Debt of all Subsidiaries,
          determined on a consolidated basis at such time."

          As used in this definition,

           "Funded Debt" means, at any time, with respect to  any
Person,  Indebtedness of such Person having a final  maturity  of
more  than  one (1) year from such time or that is  renewable  or
extendible  at the option of such Person for a period  more  than
one (1) year from the date of determination.

           "Subsidiary  Funded Debt" means,  at  any  time,  with
respect to any Subsidiary, (a) Funded Debt of such Subsidiary and
(b)  Preferred  Stock  of  such  Subsidiary.   For  purposes   of
determining the amount of Subsidiary Funded Debt at any time, the
amount of Subsidiary Funded Debt shall include the amount of  the
principle  of  all  Indebtedness constituting  Subsidiary  Funded
Debt, the amount of accrued and unpaid interest thereon, the  par
or  stated  value of all Preferred Stock constituting  Subsidiary
Funded  Debt,  and  the amount of declared but  unpaid  dividends
thereon,   and  any  other  amounts  due  in  respect   of   such
Indebtedness and Preferred Stock.

           "Indebtedness"  means  with  respect  to  any  Person,
without  duplication,  (a)  its liabilities  for  borrowed  money
(whether or not evidenced by a Security (as such term is  defined
in  section 2(1) of the Securities Act of 1933, as amended))  and
its  obligations  in respect of mandatorily redeemable  preferred
stock; (b) any liabilities for borrowed money secured by any Lien
existing  on  any  interest in any kind  of  property  or  asset,
whether  real,  personal  or  mixed,  and  whether  tangible   or
intangible  owned by such Person (whether or not such liabilities
have  been  assumed); (c) any obligations in respect of,  at  any
time,  any lease of such Person, with respect to which lease  the
lessee  is required to recognize the acquisition of an asset  and
the  incurrence of a liability at such time (a "Capital  Lease");
(d)  the  present value of all payments due under any arrangement
for  retention of title or any conditional sale agreement  (other
than  a Capital Lease) discounted at the implicit rate, if known,
with  respect  thereto  or, if unknown,  at  8%  per  annum;  (e)
obligations  of such Person in respect of letters  of  credit  or
instruments  serving  a similar function issued  or  accepted  by
banks  and other financial institutions for the account  of  such
Person  (whether  or  not representing obligations  for  borrowed
money);  (f)  the aggregate net obligations under Swaps  of  such
Person; and (g) any Guaranty of such Person of any obligation  or
liability of another Person.

           "Swaps" means, with respect to any Person, obligations
with  respect  to  interest rate swaps  and  currency  swaps  and
similar  obligations  obligating such Person  to  make  payments,
whether  periodically  or upon the happening  of  a  contingency,
except that if any agreement relating to such obligation provides
for  the  netting  of  amounts payable  by  and  to  such  Person
thereunder   or   if   any  such  agreement  provides   for   the
simultaneous  payment of amounts by and to such Person,  then  in
each  such case, the amount of such obligations shall be the  net
amount  thereof.  The aggregate net obligation of  Swaps  at  any
time  shall  be the aggregate amount of the obligations  of  such
Person  under  all  Swaps  assuming  all  such  Swaps  had   been
terminated by such Person as of the end of the then most recently
ended  fiscal  quarter  of such Person.  If  such  net  aggregate
obligation  shall  be an amount owing to such  Person,  then  the
amount shall be deemed to be Zero Dollars ($0).

           "Guaranty"  means  with respect  to  any  Person  (for
purposes  of  this  definition, the "Guarantor")  any  obligation
(except  the  endorsement in the ordinary course of  business  of
negotiable instruments for deposit or collection) of such  Person
guaranteeing or in effect guaranteeing any indebtedness, dividend
or  other  obligation of any other Person (the "Primary Obligor")
in any manner, whether directly or indirectly, including, without
limitation, obligations incurred through an agreement, contingent
or otherwise, by the Guarantor:

                      (a)   to  purchase  such  indebtedness   or
          obligation  or any interest in any kind of property  or
          asset,  whether  real, personal or mixed,  and  whether
          tangible or intangible, constituting security therefor;

                      (b) to advance or supply funds

                          (i) for the purchase or payment of such
          indebtedness or obligation, or

                          (ii)  to  maintain working  capital  or
          other  balance sheet condition or any income  statement
          condition  of  the  Primary  Obligor  or  otherwise  to
          advance  or  make available funds for the  purchase  or
          payment of such indebtedness or obligation;

                     (c) to lease or purchase any interest in any
          kind  of  property or asset, whether real, personal  or
          mixed,  and  whether  tangible  or  intangible  or   to
          purchase  Securities  or  services  primarily  for  the
          purpose  of assuring the owner of such indebtedness  or
          obligation  of  the ability of the Primary  Obligor  to
          make payment of the indebtedness or obligation; or

                     (d)  otherwise to assure the  owner  of  the
          indebtedness  or  obligation  of  the  Primary  Obligor
          against loss in respect thereof.

          For  purposes  of  computing the  amount  of  any
          Guaranty,   in  connection  with  any  computation   of
          indebtedness  or other liability, it shall  be  assumed
          that the indebtedness or other liabilities that are the
          subject of such Guaranty are direct obligations of  the
          issuer of such Guaranty, and the amount of the Guaranty
          is   the   amount   of  the  direct   obligation   then
          outstanding.

            4.     A   definition   of  the  term   "Consolidated
Shareholders'  Equity"  is  added  to  Section  1  of  the  Lease
immediately  following  the definition  of  "Consolidated  Funded
Debt" in such Section, to read in its entirety as follows:

                     ""Consolidated Shareholders' Equity"  means,
          at any time,

                     (a)  the amount of shareholders's equity  of
          the Lessee and the Subsidiaries (but excluding, without
          limitation,  all Preferred Stock other  than  perpetual
          Preferred  Stock  and, to the extent included  therein,
          minority interest), minus

                     (b)   (i)   the  Restricted Basket  Transfer
          Proceeds Amount, plus

                           (ii)  the  Restricted Subsidiary  Net  Worth
                Amount,

          all determined on a consolidated basis at such time."

           5.    A  definition of the term "Consolidated Tangible
Net  Worth"  is  added  to  Section 1 of  the  Lease  immediately
following  the definition of "Consolidated Shareholders'  Equity"
in such Section, to read in its entirety as follows:

                     ""Consolidated Tangible Net Worth" means, at
          any time, the amount equal to

               (a) the sum of

                               (i)  the par value or stated value
               (as   the  case  may  be)  at  such  time  of  all
               authorized,  issued and outstanding capital  stock
               of  the  Lessee  and  the Subsidiaries  (excluding
               capital stock held in treasury), plus (or minus in
               each case of a deficit),

                               (ii)  the  amount of  the  paid-in
               capital and retained earnings at such time of  the
               Lessee and the Subsidiaries, plus

                              (iii) the amount of Unamortized Tax
               Incentive  Grants  and  Tax Incentive  Financings,
               plus

                               (iv)  the  amount  of  IRC  447(i)
               Suspense Account Amount,

          minus

               (b)             (i)  the  net book  value  (after
               deducting   related  depreciation,   obsolescence,
               amortization, valuation and other proper reserves)
               of  all  Intangible Assets of the Lessee  and  the
               Subsidiaries, plus

                              (ii) the Restricted Basket Transfer
               Proceeds Amount, plus

                             (iii)  the Restricted Subsidiary  Net  Worth
               Amount,

          all determined on a consolidated basis at such time."


          As used in this definition,

      "Intangible Assets" with respect to any Person,  means  the
following:

           (a)   deferred assets (including, without  limitation,
insurance  and prepaid taxes), other than prepaid expenses  which
are refundable;

           (b)   patents,  copyrights, trademarks,  trade  names,
service  marks,  brand names, franchises, goodwill,  experimental
expenses and other similar intangibles;

           (c)  unamortized debt discount and expense; and

           (d)   any  other interest in any kind of  property  or
asset,  whether real, personal or mixed, and whether tangible  or
intangible,  which  would be considered to  be  intangible  under
generally accepted accounting principles.

     "IRC 447(i) Suspense Account Amount" means, at any time, the
amount  included  in deferred tax liabilities on  a  consolidated
balance  sheet  of  the Lessee and the Subsidiaries  prepared  in
accordance  with  GAAP at such time in respect  of  deferred  tax
liabilities  incurred in connection with section  447(i)  of  the
Code.

       "Unamortized   Tax  Incentive  Gains  and  Tax   Incentive
Financings"   means,  at  any  time,  the  amount   included   in
liabilities on a consolidated balance sheet of the Lessee and the
Subsidiaries  prepared in accordance with GAAP at  such  time  in
respect  of  all  monies  granted by  political  subdivisions  as
contractual concessions for economic development by the Lessee or
the Subsidiaries in such political subdivisions.

           6.    A  definition  of the term "GAAP"  is  added  to
Section  1  of the Lease immediately following the definition  of
"Extended  Term"  in  such Section, to read in  its  entirety  as
follows:

                      ""GAAP"  means  accounting  principles   as
          promulgated  from time to time in statements,  opinions
          and   pronouncements  by  the  American  Institute   of
          Certified   Public   Accountants  and   the   Financial
          Accounting  Standards  Board and  in  such  statements,
          opinions and pronouncements of such other entities with
          respect  to financial accounting of for-profit entities
          as  shall be accepted by a substantial segment  of  the
          accounting profession in the United States."

           7.    The definition of "Level 2" in Section 1 of  the
Lease  is  amended by adding the following phrase at the  end  of
such definition, to read in its entirety as follows:

                "and  the minimum Consolidated Tangible Net Worth
          of  the  Lessee  is  greater  than  or  equal  to  $300
          million".

           8.    The definition of "Level 3" in Section 1 of  the
Lease is amended to read in its entirety as follows:

                     ""Level  3"  means when the Lessee's  senior
          debt  rating  or,  if  the Lessee has  no  senior  debt
          rating, when the Lessee's Implied Senior Debt Rating is
          not  Level  1  or Level 2 and when the Lessee's  senior
          debt  rating,  or  if  the Lessee has  no  senior  debt
          rating, when the Lessee's Implied Senior Debt Rating is
          BBB+  to  BBB- by S&P, or if the Lessee has  no  senior
          debt  rating  or Implied Senior Debt Rating  from  S&P,
          Baa1 to Baa3 by Moody's, or if the Lessee has no senior
          debt  rating or Implied Senior Debt Rating from  either
          S&P  or Moody's, BBB+ to BBB- by Duff & Phelps,  or  if
          the  Lessee's senior debt or subordinated debt  is  not
          rated by any of S&P, Moody's or Duff & Phelps, when the
          Lessee's  private debt is rated NAIC  2  by  the  NAIC,
          provided,  however, that if the Lessee's  private  debt
          rating  has not been reviewed and affirmed by the  NAIC
          within  the  previous 15 month period,  then  when  the
          Merrill  Lynch Fixed Income Research Rating is  6.0  or
          higher but less than 7.0."

           9.    The definition of "Level 4" in Section 1 of  the
Lease is amended to read in its entirety as follows:

                     ""Level  4"  means when the Lessee's  senior
          debt  rating  or,  if  the Lessee has  no  senior  debt
          rating, when the Lessee's Implied Senior Debt Rating is
          not  Level 1, Level 2 or Level 3, and when the Lessee's
          senior debt rating, or if the Lessee has no senior debt
          rating, when the Lessee's Implied Senior Debt Rating is
          BB+  to BB- by S&P, or if the Lessee has no senior debt
          rating  or Implied Senior Debt Rating from S&P, Ba1  to
          Ba3  by  Moody's, or if the Lessee has no  senior  debt
          rating or Implied Senior Debt Rating from either S&P or
          Moody's,  BB+  to  BB-  by Duff &  Phelps,  or  if  the
          Lessee's senior debt or subordinated debt is not  rated
          by  any  of  S&P,  Moody's or Duff & Phelps,  when  the
          Lessee's  private debt is rated NAIC  3  by  the  NAIC,
          provided,  however, that if the Lessee's  private  debt
          rating  has not been reviewed and affirmed by the  NAIC
          within  the  previous 15 month period,  then  when  the
          Merrill  Lynch Fixed Income Research Rating is  5.0  or
          higher  but  less than 6.0 and the minimum Consolidated
          Tangible  Net  Worth of the Lessee is greater  than  or
          equal to $250 million."

           10.   The definition of "Level 5" in Section 1 of  the
Lease is amended to read in its entirety as follows:

                     ""Level  5"  means when the Lessee's  senior
          debt  rating  or,  if  the Lessee has  no  senior  debt
          rating, when the Lessee's Implied Senior Debt Rating is
          not  Level 1, Level 2, Level 3 or Level 4, and when the
          Lessee's  senior debt rating, or if the Lessee  has  no
          senior  debt  rating, when the Lessee's Implied  Senior
          Debt Rating is BB+ to BB- by S&P, or if the Lessee  has
          no  senior  debt rating or Implied Senior  Debt  Rating
          from  S&P, Ba1 to Ba3 by Moody's, or if the Lessee  has
          no  senior  debt rating or Implied Senior  Debt  Rating
          from  either  S&P  or Moody's, BB+ to  BB-  by  Duff  &
          Phelps,  or if the Lessee's senior debt or subordinated
          debt  is  not rated by any of S&P, Moody's  or  Duff  &
          Phelps, when the Lessee's private debt is rated NAIC  3
          by  the  NAIC, provided, however, that if the  Lessee's
          private  debt rating has not been reviewed and affirmed
          by  the NAIC within the previous 15 month period,  then
          when the Merrill Lynch Fixed Income Research Rating  is
          5.0 or higher but less than 6.0."

           11.    A definition of the term "Level 6" is added  to
Section 1 of the Lease to read in its entirety as follows:

                     ""Level  6"  means when the Lessee's  senior
          debt  rating  or,  if  the Lessee has  no  senior  debt
          rating, when the Lessee's Implied Senior Debt Rating is
          not  Level 1, Level 2, Level 3, Level 4 or Level 5, and
          when  the Lessee's senior debt rating, or if the Lessee
          has  no  senior debt rating, when the Lessee's  Implied
          Senior  Debt Rating is B+ or below by S&P,  or  if  the
          Lessee has no senior debt rating or Implied Senior Debt
          Rating  from  S&P, B1 or below by Moody's,  or  if  the
          Lessee has no senior debt rating or Implied Senior Debt
          Rating from either S&P or Moody's, B+ or below by  Duff
          &   Phelps,   or  if  the  Lessee's  senior   debt   or
          subordinated  debt is not rated by any of S&P,  Moody's
          or  Duff  & Phelps, when the Lessee's private  debt  is
          rated  NAIC 4 by the NAIC, provided, however,  that  if
          the  Lessee's private debt rating has not been reviewed
          and  affirmed by the NAIC within the previous 15  month
          period,  then  when  the  Merrill  Lynch  Fixed  Income
          Research Rating is below 5.0."

           12.     A definition of the term "Preferred Stock"  is
added  to  Section  1  of  the  Lease immediately  following  the
definition  of  "Poultry Production Facility Equipment"  in  such
Section, to read in its entirety as follows:

                ""Preferred  Stock" means, with  respect  to  any
corporation, capital shares or capital stock of such  corporation
that  are  entitled  to  preference or priority  over  any  other
capital shares or capital stock of such corporation in respect of
either or both of the payment of dividends or the distribution of
assets upon liquidation."

           13.    A  definition  of the term  "Restricted  Basket
Transfer  Proceeds Amount" is added to Section  1  of  the  Lease
immediately following the definition of "Responsible Officer"  in
such Section, to read in its entirety as follows:

                    ""Restricted Basket Transfer Proceeds Amount"
          means,  at  any  time,  the  net  book  value  of   all
          Restricted  Basket Transfer Proceeds of the Lessee  and
          the Subsidiaries, determined at such time."

          As used in this definition, "Restricted Basket Transfer
Proceeds" means all consideration other than cash received by the
Lessee  or any Subsidiary in respect of any Transfer (as  defined
in  the  Note Purchase Agreement, dated as of December  1,  1993,
between  the Lessee and the purchasers listed on Annex 1  thereto
(the  "Note Purchase Agreement")) of any interest in any kind  of
property  or asset, whether real, personal or mixed, and  whether
tangible  or intangible of the Lessee or any Subsidiary permitted
solely  by Section 6.8(b) of the Note Purchase Agreement  and  in
which  the  Fair  Market  Value  (as  defined  in  the  following
sentence)  of  the  aggregate  consideration  payable  for   such
Transfer and all related Transfers is greater than Seven  Million
Five  Hundred Thousand Dollars ($7,500,000).  "Fair Market Value"
means,  with  respect to any interest in any kind of property  or
asset,  whether real, personal or mixed, and whether tangible  or
intangible,  the  sale  value  of such  property  that  would  be
realized in an arm's-length sale at such time between an informed
and  willing buyer, and an informed and willing seller, under  no
compulsion to buy or sell, respectively.

           14.    A definition of the term "Restricted Subsidiary
Net  Worth Amount" is added to Section 1 of the Lease immediately
following the definition of "Restricted Basket Transfer Proceeds"
in such Section, to read in its entirety as follows:

                     ""Restricted  Subsidiary Net  Worth  Amount"
          means, at any time, with respect to any Subsidiary, the
          amount  of  the shareholders' equity of such Subsidiary
          that  cannot at such time be paid as a dividend on  the
          capital   stock  of  such  Subsidiary  by   virtue   of
          restrictions,  direct or indirect, on  the  payment  of
          such   dividends   imposed  by   the   terms   of   any
          Indebtedness,  whether  or  not  such  Indebtedness  is
          recourse or non-recourse to such Subsidiary."

          15.   A definition of the term "Subsidiary" is added to
Section  1  of the Lease immediately following the definition  of
"S&P" in such Section, to read in its entirety as follows:

                      ""Subsidiary"  means,  at   any   time,   a
          corporation that, in accordance with GAAP, is  properly
          included in a consolidated balance sheet of the  Lessee
          and  its  consolidated subsidiaries  prepared  at  such
          time, as a subsidiary of the Lessee."

           16.   Clause (i) of paragraph (h) of Section 2 of  the
Lease is amended to read in its entirety as follows:

               "promptly, and in any event not more than 120 days
          after the end of each fiscal year of the Lessee, copies
          of its Annual Reports on Form
           10-K  and promptly, and in any event not more than  50
days  after  the  end of each fiscal quarter of the  Lessee,  its
Quarterly Reports on Form 10-Q, and promptly any other reports it
files with the Securities and Exchange Commission,".

A  new  clause  (ii) is added to such paragraph to  read  in  its
entirety as follows:

                ",  (ii) simultaneously with the delivery of each
          set  of  Annual  Reports  on Form  10-K  and  Quarterly
          Reports on Form 10-Q referred to in clause (i) of  this
          paragraph  (h), a certificate of a Responsible  Officer
          of  the  Lessee substantially in the form of Exhibit  E
          hereto,"

and clauses (ii), (iii) and (iv) of such paragraph are renumbered
(iii), (iv) and (v), respectively.

           17.    Section  2 of the Lease is further  amended  by
adding the following paragraphs (o), (p) and (q) to the Lease, to
read in their entirety as follows:

                "(o)  The  Lessee  will not at  any  time  permit
          Consolidated  Tangible Net Worth to be  less  than  Two
          Hundred Fifty Million Dollars ($250,000,000).

                (p)  The  Lessee  will not  at  any  time  permit
          Consolidated  Funded  Debt to be  greater  than  ninety
          percent  (90%)  of  Consolidated Shareholders'  Equity,
          determined in each case at such time.

                (q)  The  Lessee will not enter into any  written
          agreement  that  would  cause any  obligations  of  the
          Lessee  hereunder and under the Agreement for Lease  to
          rank  on  a  less than pari passu basis with any  other
          unsecured  and unsubordinated loans, debts,  guarantees
          or other obligations of the Lessee."

          18.   The first sentence of paragraph (a) of Section 12
of the Lease is amended to read in its entirety as follows:

                     "(a)  So  long  as no Event of  Default  has
          occurred  and  is continuing and with  respect  to  any
          Parcel   of   Property  not  undergoing  any   repairs,
          additions  or  alterations, the Lessee shall  have  the
          right, upon ninety (90) days' notice to the Lessor  and
          until  August  9, 2005, to terminate the lease  of  any
          Parcel of Property or any or all Units of Equipment  on
          the  Basic Rent Payment Date of the last month  of  the
          Initial  Term or on any Basic Rent Payment Date  during
          the  Extended  Term or the Renewal  Term,  if  any,  by
          arranging, at its own cost and expense, for the sale of
          such   Property  or  Equipment  in  an   arms'   length
          transaction on the date of termination and the  receipt
          by  the  Lessor of cash in an amount equal to the  sale
          price   of  such  Property  or  Equipment  (the   "Cash
          Proceeds"); provided that, if such sale does not occur,
          this  Lease  shall not terminate with respect  to  such
          Property and Equipment."

           19.    This Amendment No. 1 may be executed in several
counterparts, each of which when executed and delivered shall  be
deemed an original and all of which counterparts, taken together,
shall constitute but one and the same Amendment No. 1.

           20.    This  Amendment No. 1 shall in all respects  be
governed  by, and construed in accordance with, the laws  of  the
State  of  New  York,  including  all  matters  of  construction,
validity and performance.

           21.   Except as provided herein, all provisions, terms
and  conditions of the Lease Agreement shall remain in full force
and  effect.  As amended hereby, the Lease Agreement is  ratified
and confirmed in all respects.

          IN WITNESS WHEREOF, the parties hereto have caused this
Amendment  No. 1 to be duly executed as of the date  first  above
written.


                            Shawnee Funding, Limited Partnership
                            By Shawnee Capital, Inc., its general partner



                            By:______________________
                            Name:
                            Title:



                            Seaboard Corporation



                            By:______________________
                            Name:
                            Title:
                                                         ANNEX 1

                                                       EXHIBIT E


                 Form of Compliance Certificate


                      SEABOARD CORPORATION


        Compliance Certificate as of ___________, 199_.
                (Capitalized terms used but not
            defined herein shall have the respective
      meanings given to such terms in the Lease Agreement)

A.     CONSOLIDATED TANGIBLE NET WORTH
       1.   Par value or stated value of     $
            issued and outstanding capital
            stock of Lessee and its
            Subsidiaries; plus
       2.   Amount of paid-in capital or     $
            retained earnings of the Lessee
            and its Subsidiaries; plus
       3.   Amount of Unamortized Tax        $
            Incentive Grants and Tax
            Incentive Financings; plus
       4.   Amount of IRC 447(i) Suspense    $
            Account Amount; minus
       5.   Net Book Value (after deducting  $
            related depreciation,
            obsolescence, amortization,
            valuation and other proper
            reserves) of all Intangible
            Assets of the Lessees and its
            Subsidiaries; minus
       6.   Restricted Transfer Proceeds     $
            Amount; minus
       7.   Restricted Subsidiary Net Worth  $
            Amount
       Consolidated Tangible Net Worth as    $
       of ________________:
       Minimum Covenant Requirement:         $250,000,000


B.     CONSOLIDATED FUNDED DEBT RATIO
I.     Consolidated Funded Debt
       1.   Amount of Funded Debt of the     $
            Lessee; plus
       2.   Amount of Subsidiary Funded      $
            Debt.
       Consolidated Funded Debt as of        $
                               .

II.    Consolidated Shareholders' Equity
       1.   Amount of shareholders' equity   $
            of the Lessee and its
            Subsidiaries (excluding all
            Preferred Stock other than
            perpetual Preferred Stock and,
            to the extent included therein,
            minority interest); minus
       2.   The sum of:
                 a.   Restricted Basket      $
                 Transfer Proceeds; plus
                 b.   Restricted Subsidiary  $
                 Net Worth.
       Consolidated Shareholders' Equity as  $
       of                        .
       Consolidated Funded Debt Ratio
       (I / II)                     .
       Maximum covenant requirement:
              .90

C.     CONSOLIDATED NET DEBT RATIO (as
       defined in the Amended and Restated
       Credit Agreement dated as of August
       9, 1995)
I.     Consolidated Funded Debt              $
       (B. I above) as of               .

II.    Unrestricted Cash (as defined in the  $
       Amended and Restated Credit
       Agreement dated as of August 9,
       1995) as of                        .

III.   Adjusted Consolidated Shareholders'
       Equity
       1.   Consolidated Shareholders'       $
            Equity (B. II above); plus
       2.   Amount of Unamortized Tax        $
            Incentive Grants and Tax
            Incentive Financings; plus
       3.   Amount of IRC 447(i) Suspense    $
            Account.
       Adjusted Consolidated Shareholders'   $
       Equity as of ___________________.
       Consolidated Net Debt Ratio
        [(I - II) / III)]                %.



I hereby certify that the information set forth above is accurate
and complete as of __________________________, 199_.



                                   SEABOARD CORPORATION

                                   By:____________________
                                      Name:
                                      Title:
                                      Date:














                         AMENDMENT NO. 2

                  Dated as of December 19, 1995

                               to


                         LEASE AGREEMENT

                   Dated as of August 11, 1994

                             between

              Shawnee Funding, Limited Partnership

                                        as Lessor

                               and

                      Seaboard Corporation

                                        as Lessee





     This   Amendment  has  been  manually  executed  in   8
     counterparts, numbered consecutively from 1 through  8,
     of  which this is No. __.  To the extent, if any,  that
     this  Amendment constitutes chattel paper (as such term
     is  defined in the Uniform Commercial Code as in effect
     in  any  jurisdiction), no security  interest  in  this
     Amendment  may  be  created or  perfected  through  the
     transfer  or possession of any counterpart  other  than
     the  original executed counterpart which shall  be  the
     counterpart identified as counterpart No. 1.

           Amendment No. 2 dated as of December 19, 1995 to Lease
Agreement  ("Amendment  No. 2"), dated as  of  August  11,  1994,
between  Shawnee Funding, Limited Partnership, a Delaware limited
partnership   ("Lessor"),  and Seaboard Corporation,  a  Delaware
corporation ("Lessee"), amending the Lease Agreement referred  to
below.

           WHEREAS,   Lessor  and Lessee have heretofore  entered
into  a  Lease Agreement, dated as of August 11, 1994, as amended
by Amendment No. 1 to Lease Agreement, dated as of August 9, 1995
(as amended, the "Lease Agreement"); and

           WHEREAS,  Lessor and Lessee wish to further amend  the
Lease Agreement as hereinafter provided;

          NOW, THEREFORE, Lessor and Lessee hereby agree that the
Lease Agreement is amended as follows:


          1.   Section 1 of the Lease Agreement is amended to:

           (a) amend section (a)(iii)(B) (which begins on page 6)
of  the  definition of "Basic Rent" to read in  its  entirety  as
follows:

           "(B) if no such Commercial Paper of the Lessor is
          outstanding during the Computation Period, the Lessor's
          weighted  average percentage cost per anuum  (including
          as part of such cost any fees payable under or pursuant
          to   any  Financing  Arrangement  and  whether  or  not
          interest  is  accruing  at a  default  rate)  of  other
          borrowings,   reimbursement   obligations   or    other
          repayment  obligations outstanding at any  time  during
          the  Computation Period for which Basic Rent  is  being
          computed  to  finance or refinance the acquisition  and
          ownership of Property or Equipment or"

            (b)  delete  the  definition  of  "Credit  Agreement"
therein; and

           (c)  add  a  new definition of "Financing Arrangement"
immediately  after  the  definition of "Extended  Term"  in  such
Section, to read in its entirety as follows:

                 "'Financing  Arrangement'  means   each   credit
          agreement,   each   loan  agreement,   each   indenture
          providing  for the issuance of securities in connection
          with  the  acquisition  and financing  of  Property  or
          Equipment,  each other indenture or deed of  trust  and
          each  other agreement or arrangement between the Lessor
          and  a  lender to the Lessor or other person  providing
          credit support to the Lessor or to debt issued by or on
          behalf  of  the  Lessor related  to  the  financing  of
          Property   or  Equipment,  as  each  may  be   amended,
          restated, modified or supplemented from time to time."

          2.   The Lease Agreement is amended to replace the term
"Credit Agreement" with the term "Financing Arrangement" in  each
place  where  the term "Credit Agreement" appears  in  the  Lease
Agreement.

          3.   Paragraph (a) of Section 14 of the Lease Agreement
is amended to read in its entirety as follows:

                "(a) The Lessor shall have the right upon written
          notice  to the Lessee to terminate the lease of any  or
          all  Property  or Equipment as of a Basic Rent  Payment
          Date stipulated in such notice if at any time, for  any
          reason  (other than an Event of Default by  the  Lessor
          under  a  Financing  Arrangement (as  therein  defined)
          which  has not been caused by or resulted from an Event
          of  Default  under this Lease or from a breach  by  the
          Lessee  of  its  obligations  under  any  agreement  or
          document executed and delivered in connection with this
          Lease), Commercial Paper cannot be issued by the Lessor
          upon  terms  reasonably acceptable to the  Lessor,  the
          Lessor   cannot  arrange  for  financing   upon   terms
          reasonably  acceptable  to the  Lessor  to  finance  or
          refinance  the purchase of such Property  or  Equipment
          and the Lessor may no longer make or continue to obtain
          financing  under a Financing Arrangement sufficient  to
          finance or refinance such purchase."

           4.    This Amendment No. 2 may be executed in  several
counterparts, each of which when executed and delivered shall  be
deemed an original and all of which counterparts, taken together,
shall constitute but one and the same Amendment No. 2.

           5.    This  Amendment No. 2 shall in all  respects  be
governed  by, and construed in accordance with, the laws  of  the
State  of  New  York,  including  all  matters  of  construction,
validity and performance.

           6.    Except as provided herein, all provisions, terms
and  conditions of the Lease Agreement shall remain in full force
and  effect.  As amended hereby, the Lease Agreement is  ratified
and confirmed in all respects.

          IN WITNESS WHEREOF, the parties hereto have caused this
Amendment  No. 2 to be duly executed as of the date  first  above
written.


                       Shawnee Funding, Limited Partnership
                       By Shawnee Capital, Inc., its general partner



                       By:___________________________
                       Name:
                       Title:



                       Seaboard Corporation



                       By:____________________________
                       Name:
                       Title:
































                         AMENDMENT NO. 3

                  Dated as of November 26, 1997
                               to
                         LEASE AGREEMENT
                   Dated as of August 11, 1994
                             between
              Shawnee Funding, Limited Partnership
                            as Lessor
                               and
                      Seaboard Corporation
                            as Lessee







This  Amendment  has  been manually executed in  8  counterparts,
numbered consecutively from 1 through 8, of which this is No.  1.
To  the  extent, if any, that this Amendment constitutes  chattel
paper (as such term is defined in the Uniform Commercial Code  as
in  effect  in  any jurisdiction), no security interest  in  this
Amendment  may  be created or perfected through the  transfer  or
possession  of  any counterpart other than the original  executed
counterpart   which  shall  be  the  counterpart  identified   as
counterpart No. 1.


     Amendment  No.  3, dated as of November 26, 1997,  to  Lease
Agreement  ("Amendment  No. 3"), dated as  of  August  11,  1994,
between  Shawnee Funding, Limited Partnership, a Delaware limited
partnership  ("Lessor"),  and Seaboard  Corporation,  a  Delaware
corporation ("Lessee"), amending the Lease Agreement referred  to
below.

     WHEREAS,  Lessor and Lessee have heretofore entered  into  a
Lease  Agreement,  dated as of August 11,  1994,  as  amended  by
Amendment  No. 1 to Lease Agreement, dated as of August  9,  1995
and  Amendment No. 2 to Lease Agreement, dated as of December 19,
1995 (as amended, the "Lease Agreement"), and

     WHEREAS,  Lessor and Lessee wish to further amend the  Lease
Agreement as hereinafter provided;

     NOW,  THEREFORE,  Lessor and Lessee hereby  agree  that  the
Lease Agreement is amended as follows:

     1.   The definition of Adjusted Acquisition Cost in Section 1 of
the  Lease  Agreement  is  amended to read  in  its  entirety  as
follows:

          "Acquisition Cost means, at any time, with respect
          to  any  Parcel of Property or Unit of  Equipment,
          its Acquisition Cost less the aggregate amount  of
          all  Monthly  Rent Components paid as portions  of
          Basic Rent for such Parcel of Property or Unit  of
          Equipment  as  of the time of determination,  less
          any   reduction   in  Adjusted  Acquisition   Cost
          provided  for under paragraph ) of Section  30  of
          this Lease."

     2.   A new paragraph (j) is added to Section 30 of the Lease
Agreement to read in its entirety as follows:

          "a)    the  Lessee  shall  have  the  right,  upon
             fifteen  (15)  days' notice to the  Lessor,  to
             terminate  the  lease of  any  portion  of  any
             Parcel  of  Property  constituting  undeveloped
             land   acquired  pursuant  to  this   Lease   -
             Agreement (the "Undeveloped Property"), at  any
             time  during  the  Initial Term,  the  Extended
             Term   or   the  Renewal  Term,  if   any,   by
             arranging,  at  its own cost and  expense,  for
             the  sale  of such Undeveloped Property  in  an
             arms'   length  transaction  on  the  date   of
             termination  and the receipt by the  Lessor  of
             cash  in an amount equal to the Net Sale  Price
             (as   defined  below);  provided  that,  as   a
             condition  to  any  such sale  (i)  the  Lessee
             shall  determine,  in  its reasonable  business
             judgment, that such Undeveloped Property  shall
             not  be  necessary for the use, maintenance  or
             operation  of any Pork Production  Facility  or
             Poultry  Production Facility, as the  case  may
             be,  except for rights to be obtained  pursuant
             to   an   Effluent  Easement  and  Waiver   and
             Perpetual  Easement  and Right-of-Way  on  such
             Undeveloped  Property;  and  (ii)  the   Lessee
             shall  provide to the Lessor, upon the Lessor's
             request,  evidence reasonably  satisfactory  to
             the  Lessor that such sale will not impair  the
             value,   utility  or  condition  of  any   Pork
             Production   Facility  or  Poultry   Production
             Facility,  as the case may be. The proceeds  of
             any  sale  net of all transfer taxes,  transfer
             gains taxes, if any, recording and tiling  fees
             and  all  other  similar taxes, fees,  expenses
             and   closing   costs   (including   reasonable
             attorneys'  fees)  that  are  customarily   the
             seller's expense (such proceeds being the  "Net
             Sale  Price")  pursuant to this  paragraph  (j)
             shall  be  remitted  to  and  retained  by  the
             Lessor  and Adjusted Acquisition Cost shall  be
             reduced  by  the Lessor by the amount  of  such
             proceeds.  Upon receipt by the  Lessor  or  the
             Lessor's  closing  agent  of  the  proceeds  of
             sale,  the Lessor shall transfer title to  such
             Undeveloped  Property to the purchaser  at  the
             sale  designated by the Lessee.  In  connection
             with  any sale pursuant to this paragraph  (j);
             (i)  when  the  Lessor  transfers  title,  such
             transfer  shall be on an as-is, non-installment
             sale  basis,  and, upon the reasonable  request
             of  the Lessee and subject to the provisions of
             paragraph  (d) of Section 7 and Section  11  of
             this  Lease,  shall include a warranty  limited
             to  any Person claiming an interest by, through
             or  under  the Lessor; (ii) the purchase  price
             for  any  such sale shall be paid  entirely  in
             cash  and  in immediately available funds;  and
             (iii)  the Lessee shall pay or shall cause  the
             purchaser  to  pay in addition to the  purchase
             price,  all mortgage recording taxes,  if  any,
             recording   and  filing  fees  and  all   other
             similar   taxes,  fees,  expenses  and  closing
             costs  (including  reasonable attorneys'  fees)
             that  are  the responsibility of the  purchaser
             in   connection  with  the  conveyance  to  any
             purchaser.  The Lessee hereby acknowledges  and
             agrees   that  any  sale  by  the   Lessor   of
             Undeveloped   Property   pursuant    to    this
             paragraph   (j)   shall  be  subject   to   the
             provisions  of paragraph (d) of Section  7  and
             Section 11 of this Lease."

     3.    This  Amendment  No.  3 may  be  executed  in  several
counterparts, each of which when executed and delivered shall  be
deemed  an  original,  and  all  of  which  counterparts,   taken
together, shall constitute but one and the same Amendment No. 3.

     4.   This Amendment No. 3 shall, in all respects, be governed by
and  construed in accordance with the laws of the  State  of  New
York,   including  all  maters  of  construction,  validity   and
performance.

     5.    Except  as provided herein, all provisions, terms  and
conditions of the Lease Agreement shall remain in full force  and
effect.   As amended hereby, the Lease Agreement is ratified  and
confirmed in all respects.


     IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 3 to be duly executed as of the date first above
written.

                                   Shawnee Funding, Limited
                                   Partnership

                                   By:  Shawnee Capital, Inc.,
                                        its general partner



                                   By:
                                   Name:  Jean M. Tomaselli
                                   Title: Vice President and
                                          Assistant Secretary


                                   Seaboard Corporation



                                   By:
                                   Name:
                                   Title:

EX-13

                Summary of Selected Financial Data

                             Years ended December 31,
(Thousands of dollars except per share amounts)
                            2001       2000       1999       1998       1997

Net sales                $1,804,610 $1,583,696 $1,284,262 $1,294,492 $1,328,841

Earnings (loss) from
 continuing operations   $   53,305 $    8,872 $  (13,587)$   31,427 $   35,070

Net earnings             $   53,305 $   98,909 $       47 $   50,938 $   29,079

Earnings (loss) per
 common share from
 continuing operations   $    35.83 $     5.96 $    (9.13)$    21.12 $    23.58

Earnings per common share$    35.83 $    66.49 $     0.03 $    34.24 $    19.55

Total assets             $1,235,592 $1,274,234 $1,249,022 $1,211,096 $1,083,952

Long-term debt, less
 current maturities      $  255,819 $  312,418 $  318,017 $  313,324 $  290,521

Stockholders' equity     $  527,203 $  540,685 $  443,168 $  444,728 $  395,368

Dividends per common
 share                   $     1.00 $     1.00 $     1.00 $     1.00 $     1.00


As a result of the devaluation of the Argentine peso, in 2001 the
Company recorded a $68,974,000 reduction to shareholders'  equity
through  a  charge of $7,830,000 against net earnings related  to
dollar  denominated  net liabilities of its Argentine  subsidiary
and  a foreign currency translation adjustment of $61,144,000  as
an  other  comprehensive loss related to  the  subsidiary's  peso
denominated   net  assets.   See  Note  12  to  the  Consolidated
Financial Statements for further discussion.

The  Company  completed  the  sale of  its  Poultry  Division  on
January  3,  2000, recognizing an after-tax gain on  disposal  of
discontinued operations of $90,037,000 or $60.53 per common share
after a final adjustment in the fourth quarter of 2000.  See Note
14   to   the  Consolidated  Financial  Statements  for   further
discussion.

The   Company  changed  its  method  of  accounting  for  certain
inventories  from FIFO to LIFO in 1999.  The net effect  of  this
change  in  1999  was to increase net earnings by  $2,456,000  or
$1.65 per common share.

In  December 1998, the Company sold its baking and flour  milling
operations  in  Puerto  Rico, recognizing an  after-tax  gain  of
$33,272,000 or $22.37 per common share.


                      Quarterly Financial Data (unaudited)


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

2001

Net sales                  $435,260  468,513  466,898  433,939    $1,804,610

Operating income           $ 18,036   39,640   29,680   26,996    $  114,352

Net earnings               $  7,615   31,519    6,426    7,745    $   53,305

Earnings per common share  $   5.12    21.19     4.32     5.20    $    35.83

Dividends per common share $   0.25     0.25     0.25     0.25    $     1.00

Market price range per
 common share:
                  High     $ 182.00   207.90   280.00   325.00
                  Low      $ 149.00   181.00   197.00   190.00

2000

Net sales                  $369,807  393,917  372,260  447,712    $ 1,583,696

Operating income           $ 18,035   12,228   10,903    6,899    $    48,065

Earnings (loss) from
 continuing operations     $  9,859    5,484    3,664  (10,135)   $     8,872

Net earnings (loss)        $101,031    5,484    3,664  (11,270)   $    98,909

Earnings (loss) per common
 share from continuing
 operations                $   6.63     3.68     2.46    (6.81)   $      5.96

Earnings (loss) per common
 share                     $  67.92     3.68     2.46    (7.57)   $     66.49

Dividends per common share $   0.25     0.25     0.25     0.25    $      1.00

Market price range per
 common share:
                  High     $ 200.00   206.00   204.00   182.00
                  Low      $ 153.00   170.00   162.00   150.00

As  a result of the devaluation of the Argentine peso, during the
fourth  quarter  of  2001,  the  Company  recorded  a  charge  of
$7,830,000 against net earnings related to dollar denominated net
liabilities  of  its Argentine subsidiary.  See Note  12  to  the
Consolidated Financial Statements for further discussion.

In  the  second quarter of 2001, the Company exchanged  its  non-
controlling interest in a domestic seafood affiliate for a lesser
interest  in a foreign seafood business recognizing an  after-tax
gain  of $11,434,000 or $7.69 per common share.  During the third
quarter  of 2001, as a result of a decline in the stock price  of
this  foreign  seafood  business considered other-than-temporary,
the  Company recognized an after-tax loss of $11,367,000 or $7.64
per  share.   See Note 3 to the Consolidated Financial Statements
for further discussion.

The  Company  completed  the  sale of  its  Poultry  Division  on
January  3,  2000, recognizing an after-tax gain on  disposal  of
discontinued operations of $90,037,000 or $60.53 per common share
after  a  final adjustment to decrease the gain by $1,135,000  or
$0.76  per common share in the fourth quarter of 2000.  See  Note
14   to   the  Consolidated  Financial  Statements  for   further
discussion.

In  the  fourth  quarter  of  2000,  the  Company  exchanged  its
controlling  interest in a Bulgarian wine company and $10,400,000
cash  for  a non-controlling interest in a larger Bulgarian  wine
operation,  realizing  an  after-tax  loss  on  the  exchange  of
$3,648,000  or  $2.45  per  common share.   See  Note  2  to  the
Consolidated Financial Statements for further discussion.


Management's Discussion and Analysis of Financial Condition and
Results of Operations

Liquidity and Capital Resources

Cash  from operating activities for 2001 increased $159.8 million
compared  to  2000.  The increase was primarily due  to  positive
cash flows from components of working capital and an increase  in
net  earnings from continuing operations.  Changes in  components
of  working capital, net of businesses acquired and disposed, are
primarily related to the timing of normal transactions for voyage
settlements,   trade  payables  and  receivables.    Within   the
Commodity  Trading & Milling segment, strong sales in the  fourth
quarter of 2000 and subsequent related collections resulted in  a
higher receivable balance at December 31, 2000 compared with year-
end 2001.

Cash  from operating activities for 2000 increased $39.9  million
compared  to  1999.   The increase was primarily  related  to  an
increase  in  cash from net earnings from continuing  operations,
partially  offset  by changes in components of  working  capital.
Changes  in  components  of working capital,  net  of  businesses
acquired  and  exchanged/disposed, are primarily related  to  the
timing  of  normal  transactions for  voyage  settlements,  trade
payables,  accrued  liabilities  and  receivables.   Within   the
Commodity  Trading and Milling, and Power segments, higher  sales
in  the fourth quarter of 2000 compared to the fourth quarter  of
1999    resulted    in   increased   receivable    balances    at
December  31,  2000.   Within the Commodity Trading  and  Milling
segment,  receivables  and deferred revenues  also  increased  at
December  31,  2000 related to an increase in incomplete  voyages
compared  to December 31, 1999.  Despite the increase in deferred
revenue,  the  change in current liabilities  exclusive  of  debt
resulted  in  a  use  of cash during 2000 as the  Company  funded
approximately  $16.0  million  for  accruals  established  as   a
component  of  the  discontinued  poultry  operations   sale   in
January  2000,  primarily  offsetting the  increase  in  deferred
revenues.   These accruals related primarily to funding  required
for  certain  expansion projects in accordance with the  original
sales  agreement.   See  Note  14 to the  Consolidated  Financial
Statements  for  further discussion of the  discontinued  poultry
operations.

Cash  from investing activities for 2001 decreased $262.9 million
compared  to 2000.  The decrease is primarily related to proceeds
in  the  first  quarter  of 2000 from the  sale  of  the  poultry
operations,   partially  offset  by  acquisitions   and   capital
expenditures  during 2000.  During 2001, the Company  invested  a
total  of  $55.0  million  in property, plant  and  equipment  as
described below as compared to $116.9 million in 2000.

During  2001,  the  Company invested $20.7 million  in  the  Pork
segment   primarily  to  expand  the  existing   hog   production
facilities,  complete construction of a new feed  mill  and  make
improvements  to  the pork processing plant.   During  2002,  the
Company  expects to invest $25.9 million for continued  expansion
of  existing hog production facilities and upgrades to  the  pork
processing  plant,  excluding  new construction  plans  discussed
below.

In  March 2001, the Company terminated previously announced plans
to  begin  construction  of a second hog processing  plant  at  a
location  in  northeast Kansas.  In February  2002,  the  Company
announced  plans to build a second processing plant  in  northern
Texas   along  with  related  plans  to  expand  its   vertically
integrated hog production facilities.  These plans are contingent
on  a  number of factors, including obtaining necessary  permits,
commitments  for  a sufficient quantity of hogs  to  operate  the
plant, and no statutory impediments being imposed by the proposed
farm  bill currently being debated in the U.S. Congress (see Note
11  to the Consolidated Financial Statements).  These plans  will
require  extensive  capital outlays and financing  demands.   The
current  cost  estimates  to build the  plant  are  approximately
$150.0  million  with  an  additional  $200.0  million  for  live
production    facilities   for   a   total    of    approximately
$350.0  million.   The Company also anticipates pursuing  various
contract grower finishing arrangements.  The Company is currently
evaluating its alternatives for financing these expansion  plans,
including   additional  borrowings,  leases  or  other   business
ventures   with   third  parties.   Due  to   the   uncertainties
surrounding  permitting and the potential impact of the  proposed
farm  bill,  the  Company is currently not able  to  predict  the
timing of the expansion project.

During  2001,  the Company invested $20.9 million in  the  Marine
segment  primarily  for  the purchase of a  previously  chartered
vessel  and  for  equipment.  During 2002, the Company  plans  to
invest $6.7 million for additional equipment.

During 2001, the Company invested $10.3 million in the Sugar  and
Citrus  segment primarily for improvements to existing facilities
and  sugarcane fields.  During 2002, the Company expects to spend
$3.0 million for additional improvements.

During  2001, Capital expenditures in all other segments  totaled
$3.1 million in general modernization and efficiency upgrades  of
plant and equipment.

Management   anticipates   the  planned   fiscal   2002   capital
expenditures  for  existing  operations,  discussed   above   and
excluding   the  Pork  expansion  plans,  will  be  financed   by
internally  generated cash, including potential use of  available
short-term investments.

During the second quarter of 2001, the Company exchanged its non-
controlling interest in a domestic affiliate primarily engaged in
the  production  and  processing  of  salmon  and  other  seafood
products  for  a  smaller share of Fjord Seafood ASA  (Fjord),  a
larger   seafood   operation  headquartered  in   Norway.    This
investment is accounted for as a non-current available  for  sale
investment  security.   During the fourth  quarter  of  2001  the
Company participated in a private placement of additional  shares
and  invested an additional $10.8 million in Fjord shares  valued
at  NOK  6  per share.  See Note 3 to the Consolidated  Financial
Statements for further discussion.

Cash  from investing activities for 2000 increased $178.3 million
compared  to 1999.  The increase is primarily related to proceeds
from  the  sale  of  discontinued poultry  operations,  partially
offset  by  acquisitions, investments in foreign  affiliates  and
capital  expenditures.  See Note 14 to the Consolidated Financial
Statements  for further discussion of the Poultry  Division  sale
and  Note 2 for discussion of the acquisition of the assets of  a
hog  production operation, a cargo terminal facility, and a flour
and  feed  milling  facility and the exchange  of  a  controlling
interest  in  a  Bulgarian wine operation and  cash  for  a  non-
controlling interest in a larger Bulgarian wine operation.

During  2000,  the Company invested $116.9 million  in  property,
plant  and equipment.  The Company invested $26.4 million in  the
Pork  segment  primarily  for  the expansion  of  hog  production
facilities, including starting construction on a new  feed  mill,
and  for  improvements to the pork processing plant.  The Company
invested  $17.1  million  in  the  Marine  segment  primarily  to
purchase  a  previously chartered vessel and for  containers  and
other   material   handling  equipment.   The  Company   invested
$14.4  million  in  the  Sugar and Citrus segment  primarily  for
improvements  to existing facilities and sugarcane  fields.   The
Company invested $52.1 million in the Power segment primarily for
the  construction  of a 71.2 megawatt barge-mounted  power  plant
located in the Dominican Republic which became operational during
the  fourth quarter of 2000.  Capital expenditures in  all  other
segments   during   2000   totaled  $6.9   million   in   general
modernization and efficiency upgrades of plant and equipment.

During  the  first  quarter  of 2000,  the  Company  purchased  a
minority interest in a flour and feed mill operation in Kenya for
$7.5  million.   This  transaction was accounted  for  using  the
equity method.

During  the  fourth  quarter of 2000, the Company  exchanged  its
controlling   interest   in   a  Bulgarian   wine   company   and
$10.4  million cash for a non-controlling interest  in  a  larger
Bulgarian  wine operation, realizing a $5.6 million pre-tax  loss
in  the  exchange.  This investment has since been accounted  for
using the equity method.

Cash  from  financing activities increased $98.2  million  during
2001  compared to 2000 primarily reflecting the higher  level  of
note  and  industrial revenue bond repayments  during  2000  with
proceeds from the sale of the Poultry Division.

During  2001, the Company's one-year revolving credit  facilities
totaling $141.0 million were extended for an additional year  and
the  short-term uncommitted credit lines totaling $119.5  million
were  reduced  to $85.3 million.  As of December  31,  2001,  the
Company   had    $37.7  million  outstanding   under   short-term
uncommitted credit lines.

Subsequent  to  year-end, the Company extended  for  one  year  a
$20.0  million  revolving credit facility and  let  expire  other
revolving credit facilities totaling $121.0 million.  The Company
currently  anticipates  replacing the expired  facilities  during
2002,  although  the  total  amount  and  related  terms  of  the
facilities have not yet been determined.

The  following  table  represents  a  summary  of  the  Company's
commercial  commitments as of December 31,  2001,  all  of  which
expire in 2002.

                                                       Total amount
(Thousands of dollars)                                  Available

Revolving credit agreement - committed                  $ 26,667
Short-term revolving credit facilities - committed       141,000
Short-term uncommitted demand notes                       85,304
Letters of credit                                          5,224
Total at December 31, 2001                               258,195
Amounts drawn against lines                               64,370
Remaining at December 31, 2001                          $193,825

Effective  December  31, 2001, the Company  sold  a  ten  percent
minority interest in its power barge placed in service during the
fourth   quarter   of   2000  in  the  Dominican   Republic   for
$6.0 million, consisting of $5.0 million cash and $1.0 million in
contributed payables previously recorded by the Company.  No gain
or  loss  was  recognized  on the sale.   As  part  of  the  sale
agreement, the buyer has the option to sell its interest back  to
the  Company  at any time until December 31, 2004  for  the  book
value at the time of the sale.

Cash  from financing activities in 2000 decreased $232.9  million
compared to 1999 primarily from the repayment of notes payable in
2000  compared  to  net  borrowings in 1999.   During  2000,  the
Company  repaid  approximately $165.8 million in  notes  payable,
industrial  development revenue bonds and  other  debt  primarily
with  proceeds from the Poultry Division sale.  As  a  result  of
these  repayments,  approximately  $3.8  million  in  unamortized
proceeds  from  prior  terminations of interest  rate  agreements
related  to these notes were recognized as miscellaneous  income.
During 2000, the Company borrowed proceeds of $5.2 million  under
an   industrial  development  revenue  bond.   These  funds  were
acquired  for  construction of a Pork Division feed mill.  During
1999,  the  Company terminated interest rate exchange  agreements
effectively fixing the interest rate on $200 million of  variable
rate debt for proceeds totaling $6.0 million.

The  Company  is a party to various master lease programs  and  a
contract  finishing  agreement (the "Facility  Agreements")  with
limited  partnerships and a limited liability company  which  own
certain  of the facilities that are used in connection  with  the
Company's   vertically   integrated   hog   production.     These
arrangements   are  accounted  for  as  operating   leases.    At
December  31,  2001,  the  total  amount  of  unamortized   costs
representing  fixed  asset values and the underlying  outstanding
debt   under   these   Facility  Agreements   was   approximately
$188.2  million.   At December 31,  2001, total  future  payments
including interest, assuming the Company renews through  the  end
of  the  final  terms,  amount  to  $257.1  million.   These  hog
production  facilities produce approximately 45% of  the  Company
owned   hogs   processed   at  the  plant.    In   August   2002,
$130.0  million of the underlying bank facility  in  one  of  the
limited partnerships for certain properties expires.  The Company
has  not  currently  determined if it will  request  the  limited
partnership to renew the bank facility or refinance in a new bank
facility  in  order  to  permit the  current  arrangement  to  be
continued.  If the bank facility is neither renewed nor replaced,
the  Company  may exercise its right to purchase the assets  from
the limited partnership ($123.3 million at December 31, 2001)  or
the  limited partnership may attempt to sell the properties to  a
third  party  with  which the Company may  enter  into  a  grower
finishing  arrangement.  Currently, management believes  that  it
will   have  sufficient  liquidity  and  financing  capacity   to
accomplish  any  of  the  alternatives.   The  contractual   cash
obligation  table  below  presents  additional  optional  renewal
payments,  at current interest rates, as if the Company continues
to renew the Facility Agreements through the final optional date.
See  Note 8 to the Consolidated Financial Statements for  further
discussion.

A  summary  of  the  Company's contractual cash  obligations  and
optional renewal amounts as of December 31, 2001 is as follows:


(Thousands of dollars)         2002    2003    2004    2005    2006  Thereafter

Contract grower finishing
 agreements                  $ 5,279 $ 4,545 $ 3,197 $ 1,968 $ 2,008 $ 11,908
Obligations under Facility
 Agreements                   12,939   9,412   4,585       -       -        -
Other  operating lease
 payments                     13,401   8,084   5,884   5,177   5,281    7,898
Total  lease  obligations     31,619  22,041  13,666   7,145   7,289   19,806
Long-term debt                55,166  50,365  50,490  50,776  31,151   73,037
Other  purchase  commitments   1,100     515       -       -       -        -
Total cash obligations
 and commitments              87,885  72,921  64,156  57,921  38,440   92,843
Additional optional annual
 renewal payments under
 Facility  Agreements          3,917   8,108  13,953  18,900  17,603  194,627
Total                        $91,802 $81,029 $78,109 $76,821 $56,043 $287,470


In  addition  to the Pork segment expansion plans  and  potential
financing   requirements  related  to   assets   under   Facility
Agreements  discussed  above, the Company's  Senior  Notes  began
maturing  during  2001  and  continue  to  mature  through  2007.
Management  believes  that the Company's current  combination  of
liquidity, capital resources and borrowing capabilities  will  be
adequate   for  its  existing  operations  during  fiscal   2002.
Management   is  evaluating  various  alternatives   for   future
financings to provide adequate liquidity for the Company's future
operating  and expansion plans.  In addition, management  intends
to continue seeking opportunities for expansion in the industries
in which it operates.

Results of Operations

Net   sales   totaled  $1,804.6  million  for  the   year   ended
December  31,  2001, compared to $1,583.7 million  for  the  year
ended December 31, 2000.  Operating income of $114.4 million  for
2001 increased $66.3 million compared to $48.1 million in 2000.

Net   sales   totaled  $1,583.7  million  for  the   year   ended
December  31,  2000, compared to $1,284.3 million  for  the  year
ended  December 31, 1999.  Operating income of $48.1 million  for
2000  increased  by $35.7 million compared to  $12.4  million  in
1999.


Pork Segment

(Dollars in millions)                  2001      2000      1999
Net sales                           $ 772.4     724.7     600.1
Operating income                    $  68.7      63.4      37.7

Net  sales  for  the  Pork  segment increased  $47.7  million  to
$772.4  million  in  2001  compared to 2000.   This  increase  is
primarily the result of higher pork prices.  Management  believes
pork  prices  have  increased primarily  as  the  result  of  the
favorable relationship of pork supplies and pork demand.

Operating  income for the Pork segment increased $5.3 million  to
$68.7  million  in  2001  compared to  2000.   This  increase  is
primarily  the  result of sales prices, as discussed  above,  and
processing  an increased proportion of lower cost, Company-raised
hogs  versus  third  party  hogs.  Expanded  production  capacity
allowed  the  company  to raise more of its  own  hogs  in  2001.
Partially  offsetting these increases, the cost of Company-raised
hogs   has   increased   over  2000,  reflecting   higher   feed,
maintenance, medical and energy costs.  While unable  to  predict
future   market   prices,  management  expects   overall   market
conditions  for 2002 will continue to provide profitable  results
although potentially lower than 2001.  Future results may also be
adversely  affected  by the pending U.S.  Farm  Bill  as  further
discussed in Note 11 to the Consolidated Financial Statements.

Net  sales  increased $124.6 million to $724.7  million  in  2000
compared  to  1999.   This increase is a result  of  higher  pork
prices and, to a lesser extent, an increase in sales volume.   An
excess supply of hogs had depressed pork prices through the first
half  of  1999.  The excess then declined resulting  in  improved
prices.  Sales volume increased as the plant ran extended  shifts
to take advantage of positive margins.

Operating income increased $25.7 million to $63.4 million in 2000
compared to 1999.  This increase primarily resulted from improved
sales  prices and volumes, as discussed above.  As  a  result  of
production  acquisitions, the Company also benefited during  2000
from  an  increased  number  of lower-cost,  Company-raised  hogs
processed  compared to 1999.  While the cost of third-party  hogs
increased, third-party hogs as a percent of total hogs  processed
decreased.


Marine Segment

(Dollars in millions)                  2001      2000      1999
Net sales                           $ 384.9     364.9     307.7
Operating income (loss)             $  24.0      14.5      (1.9)

Net  sales  for  the Marine Segment increased  $20.0  million  to
$384.9 million in 2001 compared to 2000.  This increase primarily
reflects  increased volumes to certain markets  during  the  year
while  average  cargo rates decreased slightly  compared  to  the
prior year average.  The increased sales also reflect a full year
of  services provided at a cargo terminal facility at the Port of
Houston  which  was acquired during the second quarter  of  2000.
Although  economic  uncertainties still exist  in  certain  South
American  markets, volumes in these markets improved during  2001
compared to 2000, partially offset by a decline in volumes to the
Caribbean Basin.

Operating income for the Marine Segment increased $9.5 million to
$24.0  million  in  2001 compared to 2000,  primarily  reflecting
improved  results  in  certain South American  markets  discussed
above.   Management expects operating income will remain positive
during  2002  although economic uncertainties in  markets  served
could reduce overall profitability.

Net  sales  increased  $57.2 million to $364.9  million  in  2000
compared   to  1999.   This  increase  resulted  primarily   from
significant  increases  in volumes, while cargo  rates  increased
slightly.   Weak  economic conditions in certain  South  American
markets  depressed rates during 1999 and the first half of  2000;
however, volumes increased and cargo rates improved in the second
half  of  2000.   Operating  income increased  $16.4  million  to
$14.5 million in 2000 compared to 1999, primarily as a result  of
the  increased volumes discussed above partially offset by higher
fuel costs.


Commodity Trading and Milling Segment

(Dollars in millions)                  2001      2000      1999
Net sales                           $ 476.2     359.0     259.5
Operating income (loss)             $  13.2      (3.5)      2.6
Loss from foreign affiliates        $  (4.5)     (2.4)     (1.4)

Net  sales  for the Commodity Trading & Milling segment increased
$117.2 million to $476.2 million in 2001 compared to 2000.   This
increase is primarily the result of increased trading volumes  of
soybean  meal and wheat to third parties and, to a lesser extent,
wheat to foreign affiliates.

Operating  income  for the Commodity Trading  &  Milling  segment
increased  $16.7  million to $13.2 million in  2001  compared  to
2000.   This  increase is primarily a result of  improvements  in
operating certain mills in foreign countries, including the first
year   of   profitable  operations  in  Zambia,  and   profitable
operations  of  a new mill acquired during the third  quarter  of
2000.  To a lesser extent, the increase reflects $3.5 million  of
recoveries  of  previously  reserved  receivables  and  increased
commodity  sales as discussed above.  Due to the nature  of  this
segment's  operations  and  its  exposure  to  foreign  political
situations,  management  is unable to predict  future  sales  and
operating results.

Loss   from   foreign  affiliates  increased  $2.1   million   to
$4.5  million in 2001 compared to 2000.  As a result of recurring
losses  in  a  shrimp  business operated as a  subsidiary  of  an
investment    in   a   foreign   affiliate   in    Ecuador,    at
December 31, 2001, management evaluated its carrying value of its
investment  in Ecuador.  Based on the evaluation, in  the  fourth
quarter  of  2001,  a  $1.0 million loss was recognized  for  the
decline  in  value other than temporary in this investment.   The
increase  was  also  the result of lower earnings  at  a  milling
operation  in  Haiti.   Based on current political  and  economic
situations  in  the countries the flour and feed  mills  operate,
management anticipates losses from foreign affiliates to continue
in 2002.

Net  sales  increased  $99.5 million to $359.0  million  in  2000
compared to 1999, primarily as a result of increased wheat  sales
to  third  parties  in  certain markets and  to  certain  foreign
affiliates.    Operating  income  decreased   $6.1   million   to
$(3.5)  million in 2000 compared to 1999, primarily as result  of
losses  from  the  Company's milling  operations  in  Zambia  and
decreased   income  from  operating  certain  mills  in   foreign
countries.

Loss   from   foreign  affiliates  increased  $1.0   million   to
$2.4 million in 2000 compared to 1999, primarily as a result of a
new  milling  operation and lower earnings  at  certain  existing
milling operations in Africa.


Sugar and Citrus Segment

(Dollars in millions)                  2001      2000      1999
Net sales                           $  77.7      60.1      46.9
Operating income (loss)             $   6.6      (7.6)    (15.9)

Net   sales   for   the   Sugar  and  Citrus  segment   increased
$17.6  million  to  $77.7  million  in  2001  compared  to  2000,
primarily  as a result of improved sugar prices and higher  sales
volumes.   Sales volumes increased primarily as a  result  of  an
increase  in  the resale of sugar purchased from  third  parties.
Operating income for 2001 increased $14.2 million to $6.6 million
in  2001 compared to 2000, primarily as a result of higher  sugar
prices,   increased  sales  volumes,  increases   in   production
efficiencies  and  a  lower  provision  for  doubtful   accounts.
Management is unable to predict future sugar prices or  operating
results  of  this  segment  in light  of  the  recent  events  in
Argentina discussed below.

Beginning in December, 2001, the Argentine government had  placed
restrictions  on the exchange of currency.  On January  6,  2002,
the  government of Argentina officially ended the one peso to one
U.S.  dollar  parity.  On January 11, 2002, the currencies  began
market  trading resulting in a devaluation of over 40%.  Although
there was no effect on operating income in 2001, the Company  did
record  a  reduction to shareholders' equity  of  $69.0  million,
through  a  charge  against net earnings of $7.8  million  and  a
foreign  currency translation adjustment of $61.1 million  as  of
December  31,  2001.   See Note 12 to the Consolidated  Financial
Statements for further discussion.  The economy of Argentina  has
been  severely,  negatively impacted by the devaluation  and  the
continuing  recession.  At this time, management is not  able  to
predict  the  effects these events will have on operating  income
for 2002.

Net  sales  increased  $13.2 million to  $60.1  million  in  2000
compared  to  1999, primarily a result of higher  sales  volumes,
partially  offset  by  slightly lower prices.   Operating  income
increased  $8.3  million  to  $(7.6) million  compared  to  1999,
primarily  as  a  result of improved margins and lower  operating
costs.   During the second quarter of 1999, severance charges  of
$3.0 million were incurred related to certain employee layoffs.


Power Segment

(Dollars in millions)                  2001      2000      1999
Net sales                           $  63.6      35.8      23.0
Operating income                    $  14.6       6.0       7.9

Net  sales  for  the  Power segment increased  $27.8  million  to
$63.6 million in 2001 compared to 2000 reflecting a full year  of
new  power  barge  operations that  began  in  October  of  2000.
Through  the third quarter of 2001, all sales from this  division
were  made  under  contract to the state-owned electric  company.
That contract was rescinded during September 2001 and the Company
began selling power at market rates on the spot market.

Operating income for the Power segment increased $8.6 million  to
$14.6  million in 2001 compared to 2000 primarily reflecting  the
operations of the new power barge. While the demand for power  in
the Dominican Republic is expected to remain strong allowing this
segment  to remain profitable, management is not able to  predict
future spot market rates.

Net  sales  increased  $12.8 million to  $35.8  million  in  2000
compared  to  1999, primarily as a result of the new power  barge
beginning  operation in October 2000 and, to a lesser  extent,  a
fuel  adjustment clause allowing the Company to  pass  on  higher
fuel   costs.   Operating  income  decreased  $1.9   million   to
$6.0  million in 2000 compared to 1999, primarily as a result  of
the  recovery of previously written-off receivables in 1999  and,
to a lesser extent, certain start up expenses associated with the
new power barge.


Wine Segment

(Dollars in millions)                  2001      2000      1999
Net sales                           $     -       6.8      12.9
Operating loss                      $     -      (9.2)     (5.9)
Loss from foreign affiliate         $  (3.7)        -         -

As  discussed in Note 2 to the Consolidated Financial Statements,
Seaboard's consolidated wine segment and a cash contribution were
exchanged  for  a non-controlling interest in a larger  Bulgarian
wine operation on December 29, 2000.

For  2001, as a result of the exchange discussed above, the  wine
segment   results  are  reported  using  the  equity  method   of
accounting.  The results for 2001 only include nine months as  it
is  recorded  on  a  three-month lag.  Overall operating  results
continued   to  be  negative  for  2001.   Management   currently
anticipates additional losses for 2002.

As  the Wine segment was previously consolidated on a three-month
lag,  in  order  to  reflect the operating results  of  the  Wine
segment  through  the date of the exchange,  the  Wine  segment's
results for 2000 include 15 months of operations.  The effect  of
including  the  additional three month activity  in  fiscal  2000
increased revenues by $1.2 million and decreased operating income
by  $1.9 million.  Despite the inclusion of the additional  three
months'  revenue  for 2000, net sales decreased $6.1  million  to
$6.8  million in 2000 compared to 1999, primarily as a result  of
lower sales volumes in certain European markets.  Operating  loss
increased $3.3 million to $9.2 million in 2000 compared to  1999,
primarily  resulting  from  lower  sales  and  the  inclusion  of
additional  losses  through the date  of  exchange  as  discussed
above, the cost of acquiring wine materials on the open market to
supplement  local  grape shortages, and increasing  reserves  for
uncollectible receivables and advances for raw materials.


All Other Segments

(Dollars in millions)                  2001      2000      1999
Net sales                           $  29.8      32.3      34.3
Operating loss                      $  (8.8)    (11.5)     (4.7)

Net  Sales  for  All  Other segments decreased  $2.5  million  to
$29.8   million  in  2001  compared  to  2000.   Sales  decreased
primarily  as  the  result of lower prices and yields  of  shrimp
grown  and  sold  within  the Produce Division.   Operating  loss
decreased $2.7 million to $8.8 million in 2001 compared to  2000.
The  improvement in operating loss is primarily the result of the
Company  discontinuing  the  business  of  marketing  fruits  and
vegetables grown through joint ventures or independent growers by
selling  certain assets of its Produce Division during the  third
quarter  of  2000  (see  Note  2 to  the  Consolidated  Financial
Statements).  Partially offsetting the improvement were increased
operating  losses from the existing Produce Division  operations,
including  the severance charge discussed below.  As a result  of
strategic    business   changes   discussed   below,   management
anticipates reduced operating losses for this division in 2002.

Management    is   currently   considering   various    strategic
alternatives for the Produce Division.  Currently, management has
decided to cease shrimp, pickle and pepper farming operations  in
Honduras.   As  a result, during the fourth quarter  of  2001,  a
$1.3  million charge to earnings was recorded related to employee
severance  at these locations.  Total long-lived assets  for  the
Produce  Division  at December 31, 2001, are $6.5  million.   The
Company  has  evaluated the recoverability  of  these  long-lived
assets  and  believes  the  value of those  assets  is  presently
recoverable.   However,  final  decisions  of  various  strategic
alternatives  or  continuing losses of existing operations  could
result in the carrying values not being recoverable, which  could
result  in  a  material charge to earnings for the impairment  of
these assets.

Operating  loss increased $6.8 million to $11.5 million  in  2000
compared to 1999, primarily as a result of low yields and quality
which  decreased  margins  on seasonal produce  sales,  primarily
melons and, to a lesser extent, losses related to the pickle  and
pepper  operations in Honduras.  In addition, at the end  of  the
melon  growing season in June 2000, management increased reserves
for certain melon grower advances.


Selling, General and Administrative Expenses

Selling,  general  and administrative (SG&A)  expenses  decreased
$14.0  million to $115.2 million in 2001 compared to 2000.   This
decrease  is primarily a result of changing to the equity  method
of  accounting  for the Wine business for 2001 (as  discussed  in
Note 2 to the Consolidated Financial Statements) and, to a lesser
extent,   recoveries  of  previously  reserved  receivables   and
discontinuing the business of marketing fruits and vegetables  by
the  Produce  Division  in the prior year,  as  discussed  above,
partially  offset  by increases discussed below.   The  increases
reflect  increased  service  and  support  functions  related  to
expanded operations in the Commodity Trading and Milling,  Marine
and  Power segments.  As a percentage of revenues, SG&A decreased
to  6.4%  for  2001 from 8.2% in 2000, primarily as a  result  of
increased  revenues in these segments in excess  of  the  related
SG&A increases.

SG&A  increased $21.4 million to $129.2 million in 2000  compared
to 1999.  This increase is primarily a result of costs associated
with  acquired  operations in the Pork segment, additional  three
month  expenses  in the Wine segment, increases in  reserves  for
certain  uncollectible grower advances in the  Produce  Division,
uncollectible advances for raw materials in the Wine segment  and
increases  in the Power segment associated with the  recovery  of
receivables  written-off  in prior years.   As  a  percentage  of
revenues,  SG&A  decreased to 8.2% in 2000  from  8.4%  in  1999,
primarily  attributable to increases in revenues in  the  Marine,
Trading  and  Milling, and Sugar segments without a corresponding
increase in SG&A costs.


Interest Expense

Interest  expense  totaled  $27.7  million,  $30.1  million   and
$31.4  million  for the years ended December 31, 2001,  2000  and
1999,  respectively.   The decrease in 2001 from  2000  primarily
reflects  a  decrease in short-term borrowings and, to  a  lesser
extent, lower interest rates on variable rate debt.  The decrease
in  2000  from  1999 primarily reflects a decrease in  short-term
borrowings.   In  addition, interest expense  for  1999  excludes
amounts  allocated  to the discontinued poultry  operations  (see
Note 14 to the Consolidated Financial Statements).


Interest Income

Interest   income  totaled  $8.5  million,  $12.6   million   and
$7.4  million  for the years ended December 31,  2001,  2000  and
1999,  respectively.   The decrease in 2001 from  2000  primarily
reflects lower interest rates and, to a lesser extent, a decrease
in  average  funds  invested.  The increase  in  2000  from  1999
reflects  an increase in average funds invested and, to a  lesser
extent,  an  increase in interest rates.  Average funds  invested
increased primarily as a result of the proceeds from the sale  of
the Poultry Division in January 2000.


Other Investment Income, Net

Other  investment income, net totaled $4.8 million, $5.7  million
and  $0.2 million for the years ended December 31, 2001, 2000 and
1999,  respectively.   During the second  quarter  of  2001,  the
Company  exchanged its investment in a domestic seafood  business
for shares of common stock of Fjord Seafood ASA (Fjord) resulting
in  a  gain  of  $18.7 million.  Primarily as a result  of  lower
operating results, the need for additional capital and the  price
decline  of  Fjord's  common  stock,  management  determined  the
decline  in  value  of  its total investment  to  be  other  than
temporary.   As  a result, the Company recorded a  $18.6  million
loss in the third quarter of 2001.  Also during 2001, the Company
sold  its  shares of a long-term investment in a foreign  company
recognizing  a gain of $3.7 million.  The increase in  2000  from
1999  is primarily attributable to a $3.6 million gain recognized
on  the  sale of certain marketable securities held for sale  and
increased  profitability  from  the  domestic  seafood   business
investment discussed above.


Loss on Exchange/Disposition of Businesses

On  December  29,  2000,  the Company exchanged  its  controlling
interest  in  a  Bulgarian wine operation and  cash  for  a  non-
controlling  interest in a larger wine operation resulting  in  a
$5.6 million loss.  During the third quarter of 2000, the Company
discontinued  the  business of marketing  fruits  and  vegetables
grown  through joint ventures or independent growers  by  selling
certain   assets   of  its  Produce  Division  resulting   in   a
$2.0 million loss.


Foreign Currency Losses

Foreign currency losses totaled $8.8 million during 2001 compared
to  $0.1 million in 2000 primarily reflecting the Argentine  peso
devaluation effect on dollar denominated net liabilities  of  the
Company's  Argentine  subsidiary.  Based on additional  Argentine
peso   devaluation  during  the  beginning  of  2002,  management
anticipates recognizing additional foreign currency losses during
2002.   See Note 12 to the Consolidated Financial Statements  for
further discussion.


Miscellaneous, Net

Miscellaneous,  net  totaled  $5.6  million,  $7.5  million   and
$3.0  million  for the years ended December 31,  2001,  2000  and
1999,  respectively.   During 2001, gains of  $2.8  million  were
recognized   on  existing  interest  rate  swap  agreements   not
accounted  for  as hedges. During 2000, a $3.8 million  gain  was
realized from the recognition of unamortized proceeds from  prior
terminations  of  interest rate agreements associated  with  debt
repaid during the year.


Income Tax Expense

The  effective  tax  rate  decreased  significantly  during  2001
compared to 2000 primarily as the result of increased permanently
deferred  foreign earnings during 2001 partially  offset  by  the
effect of certain other permanent differences.  The effective tax
rates  increased  significantly  during  2000  compared  to  1999
primarily as a result of significant increases in overall  losses
from  foreign  entities for which tax benefits are not  available
within their respective countries or to offset domestic income.


Other Financial Information

The  Company  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  the
Company currently conducts its pork operations are becoming  more
restrictive.  These and future changes could delay the  Company's
expansion  plans or increase related development  costs.   Future
changes  in environmental or corporate farming laws could  affect
the  manner  in which the Company operates its business  and  its
cost structure.

The Financial Accounting Standards Board has issued Statement  of
Financial  Accounting  Standards No. 143, "Accounting  for  Asset
Retirement  Obligations", effective for  fiscal  years  beginning
after June 15, 2002.  This statement will require the Company  to
record  a  long-lived asset and related liability  for  estimated
future  costs  of  retiring certain assets.  The estimated  asset
retirement obligation, discounted to reflect present value,  will
grow to reflect accretion of the interest component.  The related
retirement asset will be amortized over the economic life of  the
related  asset.   Upon adoption of this statement,  a  cumulative
effect  of  a change in accounting principle will be recorded  at
the  beginning  of the effective year to recognize  the  deferred
asset  and  related  accumulated amortization  to  date  and  the
estimated  discounted  asset retirement liability  together  with
cumulative accretion since the inception of the liability.

The   Company  will  incur  asset  retirement  obligation   costs
associated  with  the closure of the hog lagoons  it  is  legally
obligated  to  close.   Accordingly, the  Company  has  performed
detailed  assessments  and obtained the  appraisals  required  to
estimate   the   future  retirement  costs   based   on   current
regulations.  Although these costs could change by  the  date  of
adoption, it is currently estimated that the Company will  record
a  cumulative effect of approximately $2.1 million as a charge to
earnings, an increase in net fixed assets of $2.9 million  and  a
liability of $5.0 million for this change in accounting principle
at  the date of adoption.  Currently, the Company plans to  adopt
this  statement during the first quarter of fiscal 2003.   During
2003, the Company currently estimates the total accretion of  the
liability  and depreciation of fixed assets to increase  cost  of
sales by approximately $0.5 million.

In  February 2002, the Company began a tender offer in  Argentina
to  purchase  the remaining outstanding shares of its  sugar  and
citrus  subsidiary, Tabacal, not currently owned by the  Company.
If  the Company is successful in completing this transaction,  it
would    increase    shareholders'   equity   by    approximately
$34.0  million  by  reducing its deferred  tax  liability.   This
benefit   would  be  recognized  by  reducing  other  accumulated
comprehensive   loss  and  recording  a  tax   benefit   in   the
Consolidated Statement of Earnings for 2002.  As a result of  the
current  economic  and  political  situation  in  Argentina,  the
Company  is not yet certain that it will be able to complete  the
remaining   required  legal  actions.   See  Note   11   to   the
Consolidated Financial Statements for further discussion.

The  Company does not believe its businesses have been materially
adversely affected by general inflation.


Critical Accounting Policies

The  preparation  of  the  consolidated financial  statements  in
conformity with accounting principles generally accepted  in  the
United  States of America requires the Company 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  policies
believed  to  be  the  most important to  the  portrayal  of  the
Company'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.   These  critical
accounting policies include:

Allowance for doubtful receivables - Management uses various data
and  historical  information to evaluate  the  adequacy  of  this
reserve for receivables estimated to be uncollectible as  of  the
consolidated   balance   sheet  date.   Changes   in   estimates,
developing  trends and other new information can have a  material
effect   on  future  evaluations.   In  addition,  the  Company's
receivables  are  heavily  weighted towards  foreign  receivables
($141.0  million  or  68%),  including receivables  from  foreign
affiliates discussed below, which generally represent more  of  a
collection risk than its domestic receivables.

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 the  value  of
certain equity investments for potential decline in value  deemed
other  than temporary when conditions warrant such an assessment.
Since  these  investments primarily involve entities  in  foreign
countries considered underdeveloped, changes in the local economy
or  political  environment may occur suddenly and can  materially
alter this evaluation.  In most cases, the Company has an ongoing
business  relationship through sales of grain to  these  entities
that  also  include  receivables from these  foreign  affiliates.
Management  considers the long-term business  prospects  of  such
investments when making its assessment.  At December   31,  2001,
the  total  investment in and advances to foreign affiliates  was
$52.3   million.   See  Note  5  to  the  Consolidated  Financial
Statements for further discussion.

Long-lived  assets - At each balance sheet date, management  will
review  long-lived  assets,  which consists  primarily  of  fixed
assets,  for  impairment  when 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.  The future net cash flows are  based
on  management's current estimates and assumptions.   Changes  in
facts or circumstances could result in changes to these estimates
and  assumptions resulting in a potential material impact to  the
Company's  future financial results.  Generally, fixed assets  in
foreign  countries  represent a higher recoverability  risk  than
domestic  long-lived assets.  At December 31, 2001, fixed  assets
in  foreign countries represent $147.4 million, or 26%  of  total
fixed   assets.   See  Note  13  to  the  Consolidated  Financial
Statements for discussion of recoverability of certain  segment's
long-lived assets.

Lease  accounting - Under existing accounting rules, the  Company
has  several  master lease agreements accounted for as  operating
leases.    Recent  and  planned  discussions  by  the   Financial
Accounting  Standards  Board  (FASB)  indicate  a  potential  for
changes to existing accounting rules and regulations whereby  the
assets  and liabilities related to such operating leases  may  be
required to be accounted for on the consolidated balance sheet of
the  Company.  At December 31, 2001, such operating lease  assets
and  the  related  operating  lease debt  of  the  owner  totaled
$188.2  million.   See  Note  8  to  the  Consolidated  Financial
Statements for further discussion.

Contingent  liabilities - Management has  evaluated  the  various
exposures,   including  environmental  exposures  of   its   Pork
division,  described  in  Note 11 to the  Consolidated  Financial
Statements.    Based  on  currently  available  information   and
analysis,  management  believes that all  such  items  have  been
adequately accrued for and reflected in the consolidated  balance
sheet  as  of  December 31, 2001.  Future changes in information,
legal  statutes or events, especially the pending U.S. Farm bill,
could  result in changes in estimates that could have a  material
adverse impact on the financial statements.

Determining  functional currencies of foreign  operations  -  The
Company  has  several  foreign subsidiaries  and  locations  that
account  for $618.0 million, or 34% of sales, $369.9 million,  or
30%  of assets and $157.5 million, or 22% of liabilities,  as  of
December  31,  2001.   Management is required  to  translate  the
financial statements of the foreign entities from the currency in
which  they  keep  their accounting records  into  United  States
dollars using the appropriate exchange rates.  Depending  on  the
entities'  functional  currency, this  process  creates  exchange
gains  and losses which are either included in the statements  of
operations  or  as foreign currency translation adjustment  as  a
separate   part  of  equity,  classified  as  accumulated   other
comprehensive  loss.  The functional currency  is  determined  by
management after consideration of the relevant economic facts and
circumstances  specific to each entity.  The magnitude  of  these
exchange  gains  or  losses is determined  by  movements  of  the
exchange  rates  of  the foreign currencies  against  the  United
States  dollar.   As  described in Note 12  to  the  consolidated
financial  statements,  during 2001  the  Company  experienced  a
devaluation of its assets in Argentina.  As of December 31, 2001,
the  Company  had  $62.2 million in cumulative  foreign  currency
translation adjustment recorded on the balance sheet.  Changes by
management in the designation of the foreign entities' functional
currency and fluctuations in prevailing exchange rates could have
a material impact on future Consolidated Financial Statements.


Derivative Information

The  Company is exposed to various types of market risks from its
day-to-day operations.  Primary market risk exposures result from
changing  interest rates, commodity prices and  foreign  currency
exchange  rates.   Changes  in interest  rates  impact  the  cash
required  to service variable rate debt and leases with  variable
rate  interest  components. From time to time, the  Company  uses
interest rate swaps to manage risks of increasing interest rates.
Changes  in  commodity prices impact the cost  of  necessary  raw
materials,  finished  product sales and firm  sales  commitments.
The  Company uses corn, wheat, soybeans and soybean meal  futures
and  options to manage certain risks of increasing prices of  raw
materials  and firm sales commitments.  From time  to  time,  the
Company uses hog futures to manage risks of increasing prices  of
live  hogs acquired for processing.  Changes in foreign  currency
exchange rates impact the cash paid or received by the Company on
foreign  currency denominated receivables and payables,  and  the
value  of  its  foreign currency denominated available  for  sale
equity  securities.  The Company manages certain of  these  risks
through the use of foreign currency forward exchange agreements.

The  table  below provides information about the  Company's  non-
trading  financial instruments sensitive to changes  in  interest
rates  at  December  31, 2001.  For debt obligations,  the  table
presents  principal  cash  flows  and  related  weighted  average
interest rates by expected maturity dates.  At December 31, 2001,
long-term   debt  included  foreign  subsidiary  obligations   of
$6.6 million payable in Argentine pesos, $2.6 million denominated
in  U.S.  dollars,  and  $2.0 million  denominated  in  Congolese
francs.   At  December 31, 2000, long-term debt included  foreign
subsidiary  obligations  of $11.0 million  payable  in  Argentine
pesos, $5.0 million denominated in U.S. dollars, and $2.5 million
denominated in Congolese francs.  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)   2002    2003    2004    2005    2006 Thereafter  Total

Long-term debt:
 Fixed rate            $27,248 $50,365 $50,490 $50,776 $31,151 $37,437 $247,467
 Average interest rate   7.07%   7.34%   7.34%   7.34%   7.88%   7.97%    7.47%
 Variable rate         $27,918       -       -       -       -  35,600$  63,518
 Average interest rate   2.51%       -       -       -       -   2.35%    2.42%

Non-trading  financial  instruments  sensitive  to   changes   in
interest rates at December 31, 2000 consisted of fixed rate long-
term  debt totaling $283.4 million with an average interest  rate
of 7.42%, and variable rate long-term debt totaling $63.5 million
with an average interest rate of 6.25%.

The  Company  entered into five, ten-year interest rate  exchange
agreements  during 2001 whereby the Company pays a  stated  fixed
rate and receives a variable rate of interest on a total notional
amount  of  $150,000,000.   The table below  shows  the  weighted
average  fixed rates and aggregate fair values for  contracts  in
gain    positions   and   contracts   in   loss   positions    at
December  31,  2001 recorded in other current  assets  and  other
accrued  liabilities, respectively.  There  were  no  outstanding
interest rate exchange agreements at December 31, 2000.

(Dollars in thousands)                 Weighted average
 Notional amount       Maturity           fixed rate          Fair value
   $125,000              2011               5.47%             $2,250,768
   $ 25,000              2011               5.80%              $(210,179)

Inventories  that  are sensitive to changes in commodity  prices,
including carrying amounts and fair values at December  31,  2001
and  2000  are presented in Note 4 to the Consolidated  Financial
Statements.    Projected  raw  material  requirements,   finished
product  sales, and firm sales commitments may also be  sensitive
to  changes  in  commodity  prices.   The  tables  below  provide
information  about  the Company's derivative contracts  that  are
sensitive  to  changes  in commodity prices.   Although  used  to
manage  overall market risks, during the fourth quarter of  2001,
the Company discontinued the extensive record-keeping required to
account  for any remaining commodity transactions as  fair  value
hedges  and expensed $1.1 million to cost of sales.  The  Company
continues  to  believe  its commodity  futures  and  options  are
economic hedges and not speculative transactions although they do
not  qualify as hedges under accounting rules.  Since the Company
does not account for these derivatives 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  Company's
open commodity derivative positions at December 31, 2001.


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

Corn purchases - long     6,368,360 bushels  $  2.33       2002   $    60
Corn sales - short        1,972,081 bushels     2.37       2002       161

Wheat purchases - long    1,335,000 bushels     2.90       2002       (38)
Wheat sales - short         780,000 bushels     2.92       2002        57

Soybean meal purchases
 - long                     335,500 tons      152.25       2002    (2,705)
Soybean meal sales - short  134,700 tons      152.39       2002       945

Soybean purchases - long    410,000 bushels     4.40       2002       (79)
Soybean sales - short       410,000 bushels     4.46       2002       102


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

Wheat puts written - long   585,000 bushels  $  2.80       2002         6
Wheat   calls   purchased
 -  long  collars           785,000 bushels     2.93       2002       (14)
Wheat calls written
 - short collars             50,000 bushels     2.80       2002        (2)

Corn puts purchased - short 125,000 bushels     2.10       2002         3
Corn calls purchased
 - long collars           2,500,000 bushels     2.64       2002      (114)
Corn  puts written - long   323,484 bushels     2.29       2002        55

At  December  31, 2000, the Company had net trading contracts  to
purchase  0.7  million bushels of grain (fair value of  $103,000)
and   7,000   tons   of  meal  (fair  value  of   $34,000).    At
December  31, 2000, the Company had net non-trading contracts  to
sell  0.1  million bushels of grain (fair value of $211,000)  and
net contracts to sell 500 tons of meal (fair value of $109,000).

The  table below provides information about the Company's forward
currency  exchange  agreements and the related trade  receivables
and  financial instruments sensitive to foreign currency exchange
rates  at  December 31, 2001.  Information is presented  in  U.S.
dollar  equivalents and all contracts mature in 2002.  The  table
presents the notional amounts and weighted average exchange rate.
The   notional   amount  is  generally  used  to  calculate   the
contractual payments to be exchanged under the contract.


                                             Contract/          Change in
(Dollars in thousands)                    Historical Cost      Fair Values

Trading:
 Forward exchange agreements
  (receive $U.S./pay South African
  rands (ZAR))                                $10,773            $  1,406
 Forward exchange agreements (receive
  ZAR/pay $U.S.)                              $    60            $    (10)

Nontrading:
 Firmly committed sales contracts (ZAR)       $66,008            $(11,443)
 Accounts receivable hedged
  (denominated in ZAR)                        $11,164            $ (2,699)
 Firmly committed purchase contracts (ZAR)    $ 1,749            $    260
 Related derivatives:
  Forward exchange agreements
   (receive $U.S./pay ZAR)                    $77,172            $ 14,201
  Forward exchange agreements
   (receive ZAR/pay $U.S.)                    $ 1,749            $   (260)

Average contractual exchange rates:
 Forward exchange agreements
  (receive $U.S./pay ZAR)                       10.23
 Forward exchange agreements
  (receive ZAR/pay $U.S.)                       10.33

At  December 31, 2000, the Company had net agreements to exchange
$35,819,000 of contracts denominated in South African rands at an
average contractual exchange rate of 7.63 ZAR to one U.S. dollar.

The  stock  of the Company's available for sale equity investment
in Fjord's common stock is denominated in Norwegian Kroner (NOK).
To  hedge a portion of the risk of change in the foreign currency
exchange rate on this investment, during 2001 the Company entered
into  a  foreign currency exchange agreement whereby the  Company
will  receive a fixed price in U.S. dollars at a future date  for
approximately  NOK 95,000,000.  The fair value of this  agreement
at December 31, 2001 was $(186,000).


Responsibility for Financial Statements

The  consolidated financial statements appearing in  this  annual
report  have  been  prepared by the Company  in  conformity  with
accounting principles generally accepted in the United States  of
America and necessarily include amounts based upon judgments with
due consideration given to materiality.

The  Company  relies on a system of internal accounting  controls
that is designed to provide reasonable assurance that assets  are
safeguarded, transactions are executed in accordance with Company
policy  and  are  properly recorded, and accounting  records  are
adequate  for  preparation  of  financial  statements  and  other
information.  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.

The  consolidated financial statements have been audited  by  the
independent accounting firm of KPMG LLP, whose responsibility  is
to  examine records and transactions and to gain an understanding
of  the  system  of internal accounting controls  to  the  extent
required  by auditing standards generally accepted in the  United
States  of  America  and  render  an  opinion  as  to  the   fair
presentation of the consolidated financial statements.

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
accountants to review the scope and results of audits.  Both  the
internal  auditors and independent accountants have  unrestricted
access  to  the audit committee with or without the  presence  of
management.


Independent Auditors' Report

We  have audited the accompanying consolidated balance sheets  of
Seaboard Corporation and subsidiaries as of December 31, 2001 and
2000,  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, 2001.  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 auditing  standards
generally  accepted  in  the  United  States  of  America.  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, 2001 and 2000, and the results of their  operations
and  their  cash  flows for each of the years in  the  three-year
period  ended  December 31, 2001, in conformity  with  accounting
principles generally accepted in the United States of America.


                                       /s/KPMG LLP


Kansas City, Missouri
March 4, 2002

                           SEABOARD CORPORATION
                        Consolidated Balance Sheets

                                                       December 31,
(Thousands of dollars)                                2001      2000

Assets
Current assets:
 Cash and cash equivalents                         $22,997  $   19,760
 Short-term investments                            126,795      91,375
 Receivables:
  Trade                                            156,779     178,290
  Due from foreign affiliates                       27,187      30,732
  Other                                             24,021      41,816
                                                   207,987     250,838
  Allowance for doubtful receivables               (20,571)    (29,801)
   Net receivables                                 187,416     221,037
 Inventories                                       205,345     211,339
 Deferred income taxes                              13,966      14,132
 Other current assets                               36,343      14,443
  Total current assets                             592,862     572,086
Investments in and advances to foreign affiliates   52,256      63,302
Net property, plant and equipment                  556,273     611,361
Other assets                                        34,201      27,485
Total Assets                                    $1,235,592  $1,274,234

See accompanying notes to consolidated financial statements.


                           SEABOARD CORPORATION
                        Consolidated Balances Sheets

                                                       December 31,
(Thousands of dollars)                                2001      2000

Liabilities and Stockholders' Equity
Current liabilities:
 Notes payable to banks                         $   37,703  $   80,480
 Current maturities of long-term debt               55,166      34,487
 Accounts payable                                   61,513      59,181
 Income taxes payable                               17,343      10,915
 Accrued compensation and benefits                  34,682      27,005
 Other accrued liabilities                          74,193      67,720
  Total current liabilities                        280,600     279,788
Long-term debt, less current maturities            255,819     312,418
Deferred income taxes                              131,957     107,833
Other liabilities                                   33,946      33,464
  Total non-current and deferred liabilities       421,722     453,715
Minority interest                                    6,067          46
Commitments and contingent liabilities
Stockholders' equity:
 Common stock of $1 par value.  Authorized
    4,000,000 shares; Issued 1,789,599 shares
    including 302,079 shares of treasury stock       1,790       1,790
 Shares held in treasury                              (302)       (302)
                                                     1,488       1,488
 Additional capital                                 13,214      13,214
 Accumulated other comprehensive loss              (65,406)       (106)
 Retained earnings                                 577,907     526,089
  Total stockholders' equity                       527,203     540,685
Total Liabilities and Stockholders' Equity      $1,235,592  $1,274,234

See accompanying notes to consolidated financial statements.



                             SEABOARD CORPORATION
                       Consolidated Statement of Earnings

                                                    Years ended December 31,
(Thousands of dollars except per share amounts)   2001       2000       1999

Net sales                                     $1,804,610 $1,583,696 $1,284,262
Cost of sales and operating expenses           1,575,070  1,406,439  1,164,134
 Gross income                                    229,540    177,257    120,128
Selling, general and administrative expenses     115,188    129,192    107,760
 Operating income                                114,352     48,065     12,368
Other income (expense):
 Interest expense                                (27,732)   (30,134)   (31,418)
 Interest income                                   8,500     12,580      7,446
 Other investment income, net                      4,823      5,686        249
 Loss from foreign affiliates                     (8,192)    (2,440)    (1,413)
 Loss on exchange/disposition of businesses            -     (7,607)         -
 Minority interest                                     -        785      1,283
 Foreign currency loss, net                       (8,776)       (89)      (168)
 Miscellaneous, net                                5,564      7,457      3,047
 Total other income (expense), net               (25,813)   (13,762)   (20,974)
Earnings (loss) from continuing operations before
     income taxes                                 88,539     34,303     (8,606)
Income tax expense                               (35,234)   (25,431)    (4,981)
Earnings (loss) from continuing operations        53,305      8,872    (13,587)
Earnings from discontinued operations, net
     of income taxes of  $8,278                        -          -     13,634
Gain on disposal of discontinued operations,
     net of income taxes of $57,305                    -     90,037          -
Net earnings                                  $   53,305 $   98,909 $       47
Earnings per common share:
 Earnings (loss) from continuing operations   $    35.83 $     5.96 $    (9.13)
 Earnings from discontinued operations                 -      60.53       9.16
Earnings per common share                     $    35.83 $    66.49 $     0.03

See accompanying notes to consolidated financial statements.


                                    SEABOARD CORPORATION
                          Consolidated Statements of Changes in Equity
                         (Thousands of dollars except per share amounts)


                                                                          Accumulated
                                                                            Other
                                         Common  Treasury  Additional    Comprehensive   Retained
                                          Stock    Stock     Capital        Loss         Earnings     Total
                                                                                   
Balances,January 1, 1999                $ 1,790  $ (302)   $ 13,214      $    (81)       $430,107    $444,728
 Comprehensive loss
  Net earnings                                                                                 47          47
  Other comprehensive loss
   net of income tax benefit of $77:
    Foreign currency translation
     adjustment                                                               (25)                        (25)
    Unrealized loss on investments                                            (95)                        (95)
 Comprehensive loss                                                                                       (73)
 Dividends on common stock
  ($1.00 per share)                                                                        (1,487)     (1,487)
Balances, December 31, 1999               1,790    (302)     13,214          (201)        428,667     443,168

 Comprehensive income
  Net earnings                                                                             98,909      98,909
  Other comprehensive income
   net of income tax expense of $61:
    Unrealized gain on investments                                             95                          95
 Comprehensive income                                                                                  99,004
 Dividends on common stock
  ($1.00 per share)                                                                        (1,487)     (1,487)
Balances, December 31, 2000               1,790    (302)     13,214          (106)        526,089     540,685

 Comprehensive loss
  Net earnings                                                                             53,305      53,305
  Other comprehensive loss net
   of income tax benefit of $1,954:
    Foreign currency translation
     adjustment                                                           (62,063)                    (62,063)
    Unrealized loss on investments                                         (3,116)                     (3,116)
    Unrecognized pension cost                                              (1,273)                     (1,273)
    Cumulative effect of SFAS 133
     adoption related to deferred
     gains on interest rate swaps                                           1,352                       1,352
    Amortization of deferred
     gains on interest rate swaps                                            (200)                       (200)
 Comprehensive loss                                                                                   (11,995)
 Dividends on common stock
  ($1.00 per share)                                                        (1,487)                     (1,487)
Balances, December 31, 2001             $ 1,790  $ (302)   $ 13,214      $(65,406)       $577,907    $527,203


See accompanying notes to consolidated financial statements.



                                     SEABOARD CORPORATION
                            Consolidated Statements of Cash Flows

                                                      Years ended December 31,
(Thousands of dollars)                               2001      2000     1999
Cash flows from operating activities:
 Net earnings                                    $  53,305 $  98,909 $      47
 Adjustments to reconcile net earnings to
  cash from operating activities:
  Net earnings from discontinued operations              -         -   (13,634)
  Net gain on disposal of discontinued operations        -   (90,037)        -
  Depreciation and amortization                     55,800    50,383    45,582
  Loss from foreign affiliates                       8,192     2,440     1,413
  Other investment income, net                      (4,823)   (5,686)     (249)
  Foreign currency loss                              7,830         -         -
  Deferred income taxes                             26,086    57,809    (2,985)
  Gain from recognition of deferred swap proceeds        -    (3,760)        -
  Gain from sale of fixed assets                    (1,958)     (492)   (1,984)
  Loss from exchange/disposition of business             -     7,607         -
 Changes in current assets and liabilities
  (net of businesses acquired and disposed):
  Receivables, net of allowance                      7,085   (87,240)  (21,012)
  Inventories                                       (8,831)  (31,186)  (49,562)
  Other current assets                             (21,725)   (5,587)   (8,510)
  Current liabilities exclusive of debt             31,202     3,491     8,333
 Other, net                                          7,065     2,812     2,086
Net cash from operating activities                 159,228      (537)  (40,475)
Cash flows from investing activities:
 Purchase of short-term investments               (388,786) (586,972) (165,498)
 Proceeds from the sale of short-term investments  270,204   528,571   178,423
 Proceeds from the maturity of short-term
   investments                                      84,016    58,791    51,073
 Investments in and advances to foreign affiliates,
   net                                               5,731   (23,310)   (1,446)
 Additional investment in foreign equity
   securities                                      (10,779)        -         -
 Capital expenditures                              (54,962) (116,933)  (67,713)
 Acquisition of businesses (net of cash acquired)        -   (45,444)        -
 Proceeds from disposal of discontinued operations,
   net                                                   -   356,107         -
 Other, net                                          7,101     4,589     2,251
Net cash from investing activities                 (87,475)  175,399    (2,910)
Cash flows from financing activities:
 Notes payable to banks, net                       (42,777) (140,873)   62,373
 Proceeds from issuance of long-term debt                -     5,211    26,667
 Principal payments of long-term debt              (31,773)  (24,901)  (26,807)
 Sale of minority interest in a controlled
   subsidiary                                        5,000         -         -
 Dividends paid                                     (1,487)   (1,487)   (1,487)
 Bond construction fund                              3,116    (4,091)        -
 Proceeds from termination of interest rate swap
   agreements                                            -         -     5,982
Net cash from financing activities                 (67,921) (166,141)   66,728
Net cash flows from discontinued operations              -         -   (33,020)
Effect of exchange rate change on cash                (595)        -         -
Net change in cash and cash equivalents              3,237     8,721    (9,677)
Cash and cash equivalents at beginning of year      19,760    11,039    20,716
Cash and cash equivalents at end of year         $  22,997 $  19,760 $  11,039

See accompanying notes to consolidated financial statements.


Note 1

Summary of Significant Accounting Policies

Operations of Seaboard Corporation and its Subsidiaries

Seaboard  Corporation and its subsidiaries  (the  Company)  is  a
diversified international agribusiness and transportation company
primarily engaged domestically in pork production and processing,
and  cargo shipping.  Overseas, the Company is primarily  engaged
in   commodity  merchandising,  flour  and  feed  milling,  sugar
production,  and  electric  power  generation.   Seaboard   Flour
Corporation  (the Parent Company) is the owner of  75.3%  of  the
Company'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 Company's investments  in  non-
controlled  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.  As more fully described in Note  14,  the
Company  completed  the  sale of its Poultry  Division  effective
January  3, 2000.  The Company's financial statements  and  notes
reflect the Poultry Division as a discontinued operation for  the
periods that include Poultry operations.

Short-term Investments

Short-term  investments  are  retained  for  future  use  in  the
business  and  include money market accounts,  tax-exempt  bonds,
corporate  bonds and U.S. government obligations.  All short-term
investments held by the Company are categorized as available-for-
sale  and  are reported at fair value with unrealized  gains  and
losses  reported net of tax, as a component of accumulated  other
comprehensive  income.  The cost of debt securities  is  adjusted
for  amortization  of  premiums and  accretion  of  discounts  to
maturity.  Such amortization is included in interest income.

Inventories

The  Company uses the lower of last-in, first-out (LIFO) cost  or
market for determining inventory cost of live hogs, dressed  pork
product and related materials.  All other inventories are  valued
at the lower of first-in, first-out (FIFO) cost or market.

Property, Plant and Equipment

Property,  plant and equipment are carried at cost and are  being
depreciated  generally on the straight-line  method  over  useful
lives  ranging from 3 to 30 years.  Property, plant and equipment
leases  which  are deemed to be installment purchase  obligations
have  been  capitalized and included in the property,  plant  and
equipment  accounts.   Routine  maintenance,  repairs  and  minor
renewals  are  charged  to operations while  major  renewals  and
improvements  are  capitalized.  Costs expected  to  be  incurred
during  regularly  scheduled drydocking of  vessels  are  accrued
ratably prior to the drydock date.

Deferred Grant Revenue

Included  in other liabilities at December 31, 2001 and  2000  is
$9,857,000  and  $10,280,000,  respectively,  of  deferred  grant
revenue.   Deferred grant revenue represents economic development
funds contributed to the Company by government entities that were
limited  to construction of a hog processing facility in  Guymon,
Oklahoma.  Deferred grants are being amortized to income over the
life of the assets acquired with the funds.

Income Taxes

Deferred income taxes are recognized for the tax consequences  of
temporary  differences by applying enacted  statutory  tax  rates
applicable  to future years to differences between the  financial
statement  carrying amounts and the tax bases of existing  assets
and liabilities.

Revenue Recognition

Revenue   of   the  Company's  containerized  cargo  service   is
recognized  ratably  over  the  transit  time  for  each  voyage.
Revenue of the Company's commodity trading business is recognized
when  the  commodity is delivered to the customer.   The  Company
recognizes all other revenues on commercial exchanges at the time
title to the goods transfers to the buyer.

Use of Estimates

The  preparation  of  the  consolidated financial  statements  in
conformity with accounting principles generally accepted  in  the
United  States of America requires the Company to make  estimates
and  assumptions that affect the reported amounts of  assets  and
liabilities   and  the  disclosure  of  contingent   assets   and
liabilities at the date of the consolidated financial  statements
and  the  reported  amounts of revenues and expenses  during  the
reporting  period.   Actual  results  could  differ  from   those
estimates.

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.  See Note 13 for  discussion  of
recoverability of certain segment's long-lived assets.

Earnings Per Common Share

Earnings  per  common  share are based upon  the  average  shares
outstanding  during the period.  Average shares outstanding  were
1,487,520  for each of the three years ended December  31,  2001,
2000  and  1999,  respectively.  Basic and diluted  earnings  per
share are the same for all periods presented.

Reclassifications

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

Cash and Cash Equivalents

For  purposes of the consolidated statements of cash  flows,  the
Company  considers all demand deposits and overnight  investments
as   cash   equivalents.   Included  in  accounts   payable   are
outstanding checks in excess of cash balances of $19,320,000  and
$22,836,000  at  December 31, 2001 and 2000,  respectively.   The
amounts paid for interest and income taxes are as follows:


                                            Years ended December 31,
(Thousands of dollars)                     2001      2000      1999

Interest (net of amounts capitalized)   $ 29,182    29,821    33,090
Income taxes                            $  2,557    11,805    15,432


Supplemental Noncash Transactions

As  more  fully  described  in Note  12,  a  devaluation  of  the
Argentine peso decreased the assets and liabilities of the  Sugar
and  Citrus segment during December 2001.  The devaluation of the
peso  denominated assets and liabilities reduced working  capital
and  fixed  assets by $22,355,000 and $47,244,000,  respectively,
and  increased  net long-term liabilities by  $625,000.   No  tax
benefit was recorded related to this devaluation.

As  more  fully  described in Note 2, $1.0 million in  previously
recorded   payables  was  contributed  as  partial  consideration
received for the sale of a minority interest in a power barge.

As  more  fully  described in Notes 2 and  14,  during  2000  the
Company  sold  its Poultry Division, acquired the  assets  of  an
existing hog production operation, a cargo terminal facility  and
a  flour and feed milling facility, and exchanged its controlling
interest  in  a  Bulgarian wine operation and  cash  for  a  non-
controlling  interest in a larger Bulgarian wine operation.   The
following  table  summarizes the noncash  transactions  resulting
from the disposition and exchange of businesses in 2000.


                                                                 Year ended
(Thousands of dollars)                                        December 31, 2000

Decrease in net working capital (including current income tax
  liability)                                                          $ 73,750
Increase in investments in and advances to foreign affiliates          (25,274)
Decrease in other fixed assets                                           7,865
Decrease in other net assets                                               102
Decrease in net assets of discontinued operation                       195,034
Increase in deferred income tax liability                                8,914
Gain (loss) on exchange/disposition of businesses                       (5,612)
Gain on disposal of discontinued operations, net of income taxes        90,037
  Net proceeds from exchange/disposition of businesses                $344,816

Net  proceeds  from  exchange/disposition of businesses  in  2000
include  $356,107,000 in proceeds from disposal  of  discontinued
operations  and $11,291,000 in cash paid and contributed  in  the
exchange of a business.

The following table summarizes the noncash transactions resulting
from acquisitions in 2000:
                                                        Year ended
(Thousands of dollars)                              December 31, 2000
Increase in other working capital                     $  8,654
Increase in fixed assets                                76,781
Increase in other net assets                               600
Increase in notes payable and long-term debt           (37,091)
Increase in other liabilities                           (3,500)
  Cash paid, net of cash acquired and consolidated    $ 45,444


Foreign Currency Transactions and Translation

The Company 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
Company's   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  the  Company'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  Company  remeasures  the  financial  statements  of
certain foreign subsidiaries and affiliates using the U.S. dollar
as the functional currency.

Certain   foreign  subsidiaries  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 for the year.  Translation gains and losses are recorded as
components  of other comprehensive loss.  U.S. dollar denominated
liability conversions to the local currency are recorded  through
income.

Derivative Instruments and Hedging Activities

Effective  January  1,  2001, the Company  adopted  Statement  of
Financial  Accounting Standards (SFAS) No. 133,  "Accounting  for
Derivative Investments and Hedging Activities," as amended.  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.  This statement imposes  extensive
record-keeping  requirements in order to designate  a  derivative
financial  instrument  as  a  hedge.   Derivatives  qualify   for
treatment as hedges 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.  For derivatives that qualify
as  effective hedges, the change in fair value has no net  impact
on  earnings until the hedged transaction affects earnings.   For
derivatives  that are not designated as hedging  instruments,  or
for  the ineffective portion of a hedging instrument, the  change
in fair value does affect current period net earnings.

The  Company  holds and issues certain derivative instruments  to
manage   various  types  of  market  risks  from  its  day-to-day
operations  including  commodity futures  and  option  contracts,
foreign  currency exchange agreements and interest rate  exchange
agreements.   While management believes each of these instruments
manages  various  market  risks,  only  certain  instruments  are
designated and accounted for as hedges under SFAS 133 as a result
of the extensive record-keeping requirements of this statement.

Adoption  of this statement resulted in adjustments primarily  to
the Company's balance sheet as derivative instruments and related
agreements  and  deferred amounts were  recorded  as  assets  and
liabilities with corresponding adjustments to other comprehensive
loss  or earnings.  The adoption resulted in a cumulative-effect-
type   adjustment  increasing  other  comprehensive   income   by
$1,352,000,  net  of related income taxes, as  deferred  proceeds
from previously terminated swap agreements were reclassified from
liabilities.  The adoption did not have a material impact on  the
Company's earnings or cash flows.

Transactions with Parent Company

At  December  31,  2001 and 2000, the Company  had  a  receivable
balance  from  the Parent Company of $8,576,000  and  $4,910,000,
respectively.  Interest on receivables was charged at  the  prime
rate.   During the third quarter of 2001, the receivable  balance
was   reclassified  as  a  long-term  note  receivable.   Related
interest  income for the years ended December 31, 2001, 2000  and
1999,  amounted to $580,000, $192,000 and $151,000, respectively.
Subsequent  to  December 31, 2001, the receivable was  formalized
into Promissory Notes payable upon demand, was collateralized  by
100,000 shares of the Company stock, and the Company advanced  an
additional  $1,553,000  to the Parent  Company  and  changed  the
interest  rate to be the greater of the prime rate or  7.88%  per
annum.

New Accounting Standards

The  Financial Accounting Standards Board (FASB) has issued  SFAS
No. 143, "Accounting for Asset Retirement Obligations", effective
for  fiscal years beginning after June 15, 2002.  This  statement
will require the Company to record a long-lived asset and related
liability for estimated future costs of retiring certain  assets.
The  estimated asset retirement obligation, discounted to reflect
present  value,  will grow to reflect accretion of  the  interest
component.   The related retirement asset will be amortized  over
the  economic life of the related asset.  Upon adoption  of  this
statement,   a  cumulative  effect  of  a  change  in  accounting
principle  will  be  recorded at the beginning  of  the  year  to
recognize the deferred asset and related accumulated amortization
to  date  and the estimated discounted asset retirement liability
together  with  cumulative accretion since the inception  of  the
liability.

The   Company  will  incur  asset  retirement  obligation   costs
associated  with  the closure of the hog lagoons  it  is  legally
obligated  to  close.   Accordingly, the  Company  is  performing
detailed  assessments  and obtaining the appraisals  required  to
estimate the future retirement costs.  Although these costs could
change  by  the date of adoption, it is currently estimated  that
the Company will record a cumulative effect of approximately $2.1
million as a charge to earnings, an increase in net fixed  assets
of  $2.9 million and a liability of $5.0 million for this  change
in  accounting principle at the date of adoption.  Currently, the
Company plans to adopt this statement during the first quarter of
fiscal  2003.   During 2003, the Company currently estimates  the
total accretion of the liability and depreciation of fixed assets
to increase cost of sales by approximately $0.5 million.

The  FASB  has  also  issued SFAS No. 144,  "Accounting  for  the
Impairment  or Disposal of Long-Lived Assets" (SFAS  144).   SFAS
144  supercedes SFAS No. 121, "Accounting for the  Impairment  of
Long-Lived  Assets and for Long-Lived Assets to Be Disposed  of;"
however,  it  retains most of the provisions  of  that  Statement
related  to the recognition and measurement of the impairment  of
long-lived  assets  to  be  "held and used."   In  addition,  the
Statement  provides more guidance on estimating cash  flows  when
performing  a  recoverability test, requires  that  a  long-lived
asset to be disposed of other than by sale be classified as "held
and   used"  until  it  is  disposed  of,  and  establishes  more
restrictive  criteria to classify an asset as  "held  for  sale."
The  Company was required to adopt SFAS 144 effective January  1,
2002.   The  adoption had no immediate impact  on  the  Company's
financial statements.


Note 2

Acquisitions and Dispositions of Businesses

Effective  December  31, 2001, the Company  sold  a  ten  percent
minority interest in its power barge placed in service during the
fourth   quarter   of   2000  in  the  Dominican   Republic   for
$6.0  million,  consisting  of $5.0  million  cash  and  $1.0  in
contributed payables previously recorded by the Company.  No gain
or  loss  was  recognized  on the sale.   As  part  of  the  sale
agreement, the buyer has the option to sell its interest back  to
the  Company at any time until December 31, 2004 for the recorded
book value at the time of the sale.

The  Company  completed  the  sale of  its  Poultry  Division  on
January  3,  2000.  The sale of this division is presented  as  a
discontinued operation and is more fully described in Note 14.

During  the  first  quarter of 2000, the  Company  purchased  the
assets  of an existing hog production operation for approximately
$75  million consisting of $34 million in cash and the assumption
of   $34  million  in  debt,  $4  million  of  currently  payable
liabilities and $3 million payable over the next four years.  The
transaction was accounted for using the purchase method and would
not  have  significantly affected net earnings  or  earnings  per
share on a pro forma basis.

During  the  second  quarter of 2000, the Company  purchased  the
assets  of  a  cargo  terminal facility  for  approximately  $9.1
million consisting of $8.2 million in cash, including transaction
expenses,  and  the  assumption of $0.9  million  in  debt.   The
transaction was accounted for using the purchase method and would
not  have  significantly affected net earnings  or  earnings  per
share on a pro forma basis.

During  the  third  quarter of 2000, the  Company  purchased  the
assets  of  a flour and feed milling facility in the Republic  of
Congo  for approximately $5.9 million, consisting of $3.4 million
in  cash  and $2.5 million payable over the next ten years.   The
transaction was accounted for using the purchase method and would
not  have  significantly affected net earnings  or  earnings  per
share on a pro forma basis.

During  the  third quarter of 2000, the Company discontinued  the
business  of marketing fruits and vegetables grown through  joint
ventures or independent growers by selling certain assets of  its
Produce Division resulting in a $2.0 million loss.

During  the  fourth  quarter of 2000, the Company  exchanged  its
controlling  interest  in  a Bulgarian  wine  company  and  $10.4
million cash for a non-controlling interest in a larger Bulgarian
wine  operation, realizing a $5.6 million pre-tax  ($3.6  million
after   tax)   loss  on  the  exchange.   This   investment   has
subsequently been accounted for using the equity method.


Note 3

Investments

The Company's marketable debt securities are treated as available
for  sale securities and are stated at their fair market  values,
which  approximate  amortized  cost.   All  available  for   sale
securities are readily available to meet current operating needs.
The  following  is  a  summary of the  estimated  fair  value  of
available-for-sale    securities   classified    as    short-term
investments at December 31, 2001 and 2000.

                                                     December 31,
(Thousands of dollars)                              2001      2000

Obligations of states and political subdivisions $ 69,158   $60,610
Money market funds                                 36,077     2,308
Corporate and asset-backed securities              13,839         -
U.S. Treasury securities and obligations of U.S.
  government agencies                               5,947    20,501
Other securities                                    1,774     7,956
Total securities                                 $126,795   $91,375

Long-term investments consist of the following:
                                                     December 31,
(Thousands of dollars)                              2001      2000

Available for sale foreign equity securities,
   at fair market value                          $ 12,877   $     -
Domestic equity method investment                       -     6,854
Other                                               1,135     1,184
Total long-term investments                      $ 14,012   $ 8,038

At  December  31,  2000,  the  Company  owned  a  non-controlling
interest  in  a joint venture in Maine primarily engaged  in  the
production  and processing of salmon and other seafood  products.
It  was  previously  accounted for under the equity  method.   On
May  2,  2001, this joint venture completed a merger  with  Fjord
Seafood  ASA (Fjord), an integrated salmon producer and processor
headquartered  in  Norway.  The merger resulted  in  the  Company
exchanging its interest for 5,950,000 shares of common  stock  of
Fjord.   Based  on  the  fair market  value  of  Fjord  stock  on
May  2,  2001, as quoted on the Oslo Stock Exchange, the  Company
recognized  a  gain in the second quarter of 2001 of  $18,745,000
($11,434,000  after  taxes) related  to  this  transaction.   The
Company's ownership interest in Fjord is accounted for as a long-
term available-for-sale equity security.

In  mid-August  2001, Fjord's management announced  significantly
lower  operating results primarily caused by sustained low market
prices  for salmon resulting in a decline of Fjord's stock price.
On  September 28, 2001, Fjord's management announced plans for  a
NOK  700  million private placement to raise needed capital.   In
November 2001, Fjord completed the private placement.  As part of
this  plan,  Seaboard  invested  an  additional  $10,779,000  for
15,800,000 shares at NOK 6 per share.

Seaboard's  management  continues to  believe  in  the  long-term
viability  of  this  investment as evidenced  by  the  additional
capital investment discussed above.  However, as a result of  the
events  discussed  above and the amount of the  per  share  price
decline, management determined the decline in value of its  total
investment  in  Fjord is other than temporary.  As  a  result,  a
charge to earnings was recorded in the third quarter of 2001  for
$18,635,000  ($11,367,000 after taxes).  The  carrying  value  of
this  investment  as of December 31, 2001 was  $12,877,000.   See
Note 9 for a discussion of cost versus fair value.


Other investment income for each year is as follows:
                                                   Years ended December 31,
(Thousands of dollars)                             2001      2000      1999

Realized gain on exchange of domestic affiliate  $18,745   $     -   $     -
Loss from other-than-temporary decline in
  investment value                               (18,635)        -         -
Realized gain on sale of securities                1,192     3,586         5
Other                                              3,521     2,100       244
Other investment income, net                     $ 4,823   $ 5,686   $   249


Note 4

Inventories

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

                                                  December 31,
(Thousands of dollars)                          2001      2000

At lower of LIFO cost or market:
 Live hogs and related materials              $124,212  $117,699
 Dressed pork and related materials             12,930    10,995
                                               137,142   128,694
 LIFO allowance                                 (5,231)     (326)
  Total inventories at lower of LIFO
    cost or market                             131,911   128,368
At lower of FIFO cost or market:
 Grain, flour and feed                          42,581    35,843
 Sugar produced and in process                  15,039    24,454
 Other                                          15,814    22,674
  Total inventories at lower of FIFO
    cost or market                              73,434    82,971
Total inventories                             $205,345  $211,339

The  use  of the LIFO method decreased net earnings in  2001  and
2000 by $2,992,000 ($2.01 per common share) and $2,655,000 ($1.78
per  common  share), respectively, and increased net earnings  in
1999  by $2,456,000 ($1.65 per common share).  If the FIFO method
had  been  used  for  certain inventories of the  Pork  Division,
inventories  would have been $5,231,000 and $326,000 higher  than
those reported at December 31, 2001 and 2000, respectively.


Note 5

Investments in and Advances to Foreign Affiliates

The  Company  has  made  investments  in  and  advances  to  non-
controlled  foreign affiliates primarily conducting  business  in
flour and feed milling.  The location and percentage ownership of
these  foreign  affiliates  are as  follows:  Angola  (45%),  the
Democratic  Republic of Congo (50%), Lesotho (50%), Kenya  (35%),
Mozambique (50%), and Nigeria (50%) in Africa; Ecuador  (50%)  in
South  America; and Haiti (33%) in the Caribbean.   In  addition,
the  Company has a 37% investment in and has made advances  to  a
wine   making  business  in  Bulgaria.   These  investments   are
accounted for by the equity method.

The  Company's  investments in foreign affiliates  are  primarily
carried  at the Company's equity in the underlying net assets  of
each  subsidiary.   Certain of these foreign  affiliates  operate
under  restrictions imposed by local governments which limit  the
Company's  ability  to  have  significant  influence   on   their
operations.  These restrictions have resulted in a loss in  value
of  these  investments and advances that is other than temporary.
The  Company  suspended the use of the equity  method  for  these
investments and recognized the impairment in value by a charge to
earnings in years prior to 1999.

During the first quarter of 2000, the Company invested $7,500,000
for  a  minority interest in a flour and feed mill  operation  in
Kenya.  During the fourth quarter of 2000, the Company acquired a
non-controlling interest in a Bulgarian wine operation.  See Note
2 for further discussion.  During the second quarter of 1999, the
Company  invested $1,700,000 for a minority interest in  a  flour
mill  in Angola.  These investments are being accounted for using
the equity method.

Sales   of   grain  and  supplies  to  non-consolidated   foreign
affiliates are included in consolidated net sales for  the  years
ended  December  31,  2001,  2000  and  1999,  and  amounted   to
$113,191,000, $106,876,000 and $69,739,000, respectively.

Combined  condensed financial information of the  non-controlled,
non-consolidated  foreign  affiliates for  their  fiscal  periods
ended  within  each of the Company's years ended,  including  the
Bulgarian    wine    operation's   financial    position    since
December 31, 2000, and the results of operations during  2001  as
discussed in Note 2, are as follows:

                                             December 31,
(Thousands of dollars)                 2001     2000      1999

Net sales                           $299,412  230,460   166,592
Net loss                            $(18,444)  (8,843)   (8,966)
Total assets                        $227,998  257,534   122,008
Total liabilities                   $132,888  152,560    61,557
Total equity                        $ 95,110  104,974    60,451


Note 6

Property, Plant and Equipment

A  summary  of property, plant and equipment at the end  of  each
year is as follows:

                                                  December 31,
(Thousands of dollars)                          2001        2000

Land and improvements                       $  82,096   $  97,842
Buildings and improvements                    180,896     186,408
Machinery and equipment                       468,225     479,023
Transportation equipment                      104,146      94,691
Office furniture and fixtures                  11,993      12,817
Construction in progress                       19,506      25,221
                                              866,862     896,002
Accumulated depreciation and amortization    (310,589)   (284,641)
  Net property, plant and equipment         $ 556,273   $ 611,361


Note 7

Income Taxes

Income taxes attributable to continuing operations for the  years
ended  December 31, 2001, 2000 and 1999 differ from  the  amounts
computed  by applying the statutory U.S. Federal income tax  rate
to earnings (loss) from continuing operations before income taxes
for the following reasons:

                                                 Years ended December 31,
(Thousands of dollars)                         2001      2000      1999

Computed "expected" tax expense (benefit)    $30,988   $ 12,006   $(3,012)
Adjustments to tax expense (benefit)
  attributable to:
  Foreign tax differences                     (3,175)    10,160     8,988
  Tax-exempt investment income                  (497)    (1,718)     (358)
  State income taxes, net of Federal benefit     582     (2,506)       12
  Other                                        7,336      7,489      (649)
Income tax expense - continuing operations    35,234     25,431     4,981
Income tax expense - discontinued operations       -     57,305     8,278
  Total income tax expense                   $35,234   $ 82,736   $13,259

The components of total income taxes are as follows:

                                                 Years ended December 31,
(Thousands of dollars)                         2001      2000      1999
Current:
  Federal                                    $ 5,635   $(35,613)  $ 2,976
  Foreign                                      1,357      4,131     5,332
  State and local                              1,994     (1,334)     (419)
Deferred:
  Federal                                     27,565     57,204    (3,445)
  Foreign                                       (113)        (8)       (6)
  State and local                             (1,204)     1,051       543
Income tax expense - continuing operations    35,234     25,431     4,981
Unrealized changes in other comprehensive
  income                                      (1,954)        61       (77)
Income tax expense - discontinued operations       -     57,305     8,278
  Total income taxes                         $33,280   $ 82,797   $13,182

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

                                                  December 31,
(Thousands of dollars)                           2001      2000

Deferred income tax liabilities:
  Cash basis farming adjustment               $15,287   $16,224
  Deferred earnings of foreign subsidiaries    60,833    58,427
  Depreciation                                 98,584    80,296
  LIFO                                         19,360    32,242
  Other                                         1,960     3,056
                                              196,024   190,245
Deferred income tax assets:
  Reserves/accruals                            64,765    50,056
  Foreign losses                                1,339     1,791
  Tax credit carryforwards                     19,449    23,287
  Net operating loss carryforwards              1,000    23,118
  Other                                           424       442
                                               86,977    98,694
Valuation allowance                             8,944     2,150
  Net deferred income tax liability           $117,991  $93,701

The Company believes its future taxable income will be sufficient
for  full  realization of the deferred tax assets.  The valuation
allowance represents the effect of accumulated losses on  certain
foreign  subsidiaries that will not be recognized without  future
liquidation or sale of these subsidiaries.  At December 31, 2001,
the   Company  had  tax  credit  carryforwards  of  approximately
$19,449,000.    Approximately  $304,000  of  these  carryforwards
expire  in  varying  amounts  in  2002  through  2020  while  the
remaining  balance  may  be  carried  forward  indefinitely.   At
December  31,  2001,  the Company had state  net  operating  loss
carryforwards  of  approximately $1,000,000 expiring  in  varying
amounts in 2007 and 2015.

At  December 31, 2001 and 2000, no provision has been made in the
accounts for Federal income taxes which would be payable  if  the
undistributed  earnings  of  certain  foreign  subsidiaries  were
distributed  to the Company since management has determined  that
the   earnings   are  permanently  invested  in   these   foreign
operations.  Should such accumulated earnings be distributed, the
resulting  Federal  income taxes would  amount  to  approximately
$31,000,000.


Note 8

Notes Payable, Long-term Debt and Commitments

Notes  payable  amounting  to  $37,703,000  and  $80,480,000   at
December   31,   2001  and  2000,  respectively,   consisted   of
obligations  due  banks within one year.  At December  31,  2001,
these   funds  were  outstanding  under  the  Company's  one-year
revolving  credit facilities totaling $141.0 million  and  short-
term  uncommitted credit lines from banks totaling $85.3 million,
less  an  outstanding  letter of credit  totaling  $0.4  million.
Subsequent  to  year-end, the Company extended  for  one  year  a
$20.0  million  revolving credit facility and  let  expire  other
revolving credit facilities totaling $121.0 million.  The Company
currently  anticipates  replacing the expired  facilities  during
2002,  although  the  total  amount  and  related  terms  of  the
facilities  have  not  yet  been  determined.   Weighted  average
interest  rates  on  the notes payable were 3.02%  and  7.64%  at
December 31, 2001 and 2000, respectively.

Notes  payable,  the revolving credit facilities and  uncommitted
credit  lines  from  banks  are  unsecured  and  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)                                        2001      2000

Private placements
 6.49% senior notes, due 2002 through 2005                  $ 80,000  $100,000
 7.88% senior notes, due 2003 through 2007                   125,000   125,000
Industrial Development Revenue Bonds (IDRBs), floating rates
 (1.88% - 2.88% at December 31, 2001) due 2018 through 2027   35,600    35,600
Promissory note, 6.87%, due 2002 through 2008                 28,424    31,663
Revolving credit facility, floating rates
 (2.30% at December 31, 2001) due 2002                        26,667    26,667
Foreign subsidiary obligations,
 (9.00% - 14.50%) due 2002 through 2007                       10,024    17,174
Foreign subsidiary obligation, floating rate due 2002          1,251     1,258
Term loan, 3.00%, due 2001                                         -     5,144
Capital lease obligations and other                            4,019     4,399
                                                             310,985   346,905
Current maturities of long-term debt                         (55,166)  (34,487)
 Long-term debt, less current maturities                    $255,819  $312,418

Of the 2001 foreign subsidiary obligations, $6,625,000 is payable
in Argentine pesos, $2,613,000 is denominated in U.S. dollars and
the remaining $2,037,000 is denominated in Congolese francs.   Of
the  2000 foreign subsidiary obligations, $10,963,000 was payable
in  Argentine  pesos, $5,000,000 was denominated in U.S.  dollars
and the remaining $2,469,000 was denominated in Congolese francs.

At  December  31,  2001,  Argentine  land  and  sugar  production
facilities  and equipment with a depreciated cost  of  $8,566,000
secure certain bond issues and foreign subsidiary debt.  Included
in  other assets at December 31, 2001 and 2000 are $2,506,000 and
$5,622,000  respectively, of unexpended  bond  proceeds  held  in
trust  that  are  invested in accordance with the  bond  issuance
agreements.

The  terms  of the note agreements pursuant to which  the  senior
notes,  industrial development revenue bonds (IDRBs),  term  loan
and  revolving credit facilities were issued require, among other
terms,  the maintenance of certain ratios and minimum net  worth,
the  most restrictive of which requires the ratio of consolidated
funded debt to consolidated shareholders' equity, as defined, not
to  exceed  .90  to 1; requires the maintenance  of  consolidated
tangible  net  worth, as defined, of not less than  $250,000,000;
and  limits  the Company's ability to sell assets  under  certain
circumstances.  The Company is in compliance with all restrictive
debt    covenants   relating   to   these   agreements   as    of
December 31, 2001.

Annual  maturities of long-term debt at December 31, 2001 are  as
follows:$55,166,000 in 2002, $50,365,000 in 2003, $50,490,000  in
2004,  $50,776,000 in 2005, $31,151,000 in 2006  and  $73,037,000
thereafter.

The  Company leases various ships, facilities and equipment under
noncancelable  operating  lease  agreements.   In  addition,  the
Company  is  a  party  to master lease programs  and  a  contract
finishing  agreement  (the  "Facility Agreements")  with  limited
partnerships and a limited liability company which own certain of
the  facilities used in connection with the Company's  vertically
integrated hog production.  These arrangements are accounted  for
as  operating leases.  Under the Facility Agreements, property is
generally  added  for  a  three-year,  noncancelable  term   with
periodic renewals thereafter.  Currently, the Company anticipates
renewing   the   Facility  Agreements.   These   hog   production
facilities  produce approximately 45% of the Company  owned  hogs
processed  at the plant.  At December 31, 2001, the total  amount
of  unamortized  costs representing fixed asset  values  and  the
underlying  outstanding debt under these Facility Agreements  was
approximately $188,162,000.  In August 2002, $130,000,000 of  the
underlying  bank facility in one of the limited partnerships  for
certain  properties under the Facility Agreements  expires.   The
remaining  $64.0 million of bank facilities expire  in  2006  and
2007.   The  Company  has  not currently determined  if  it  will
request  the  limited partnership to renew the bank  facility  or
refinance  in  a  new  facility in order to  permit  the  current
arrangement  to  be continued.  If the bank facility  is  neither
renewed  nor  replaced,  the Company may exercise  its  right  to
purchase the assets from the limited partnership ($123.3  million
at  December 31, 2001) or the limited partnership may attempt  to
sell  the properties to a third party with which the Company  may
enter  into  a  grower finishing agreement.  Under  the  Facility
Agreements, the Company has certain rights to acquire any or  all
of  the properties at the conclusion of their respective terms at
a  price which is expected to reflect estimated fair market value
of  the property.  In the event the Company does not acquire  any
property which it has ceased to renew, the Company has a  limited
obligation  under  the  Facility Agreements  for  any  deficiency
between  the  amortized cost of the property and  the  price  for
which  it  is  sold, up to a maximum of 80% to 87%  of  amortized
cost.

Rental  expense  for  operating leases, including  payments  made
under   the   Facility  Agreements,  amounted  to  $64,484,000,
$62,038,000 and $58,253,000 in 2001, 2000 and 1999, respectively.
Minimum   lease  commitments  under  noncancelable   leases   and
Facility Agreements with initial terms greater than one year at
December  31,  2001  were $31,619,000 for 2002,  $22,041,000  for
2003,  $13,666,000 for 2004, $7,145,000 for 2005, $7,289,000  for
2006  and  $19,806,000 thereafter.  It is expected that,  in  the
ordinary  course of business, leases will be renewed or replaced.
Assuming  the Company renews the Facility Agreements each  year
until  the  end  of  the  final term, as of  December  31,  2001,
payments, including interest based on current interest rates, for
periodic  renewals  under  the  Facility  Agreements  would  be
$3,917,000 for 2002, $8,108,000 for 2003, $13,953,000  for  2004,
$18,900,000  for  2005,  $17,603,000 for  2006  and  $194,627,000
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 the Company's investments and  long-
term debt at December 31, 2001 and 2000 are presented below.

December 31                             2001                     2000
(Thousands of dollars)             Cost   Fair Value       Cost   Fair Value

Short-term investments           $127,064   $126,795    $ 91,294   $ 91,375
Available for sale foreign
  equity securities                17,762     12,877           -          -
Long-term debt                    310,985    319,822     346,905    355,601

The  fair value of the Company's short-term investments is  based
on  quoted  market  prices at the reporting  date  for  these  or
similar  investments.  The fair value of the Company's investment
in  a foreign seafood company is determined based on stock prices
quoted on the Oslo Stock Exchange and translated to U.S. dollars.
The  fair  value  of  long-term debt is determined  by  comparing
interest rates for debt with similar terms and maturities.

Interest Rate Exchange Agreements

The   Company,  from  time-to-time,  enters  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 and certain leases.  At December 31, 2001  and
2000,  deferred  gains on prior year's terminated  interest  rate
exchange   agreements  (net  of  tax)  totaled   $1,152,000   and
$1,352,000, respectively, relating to swaps that hedged  variable
rate debt.  With the adoption of SFAS 133 in 2001, this amount is
included   in  accumulated  other  comprehensive  loss   on   the
Consolidated  Balance Sheet.  For the years  ended  December  31,
2001 and 2000, interest rate exchange agreements accounted for as
hedges,   including  any  amortization  of  terminated  proceeds,
decreased    interest   expense   by   $326,000   and   $561,000,
respectively, and increased interest expense by $799,000 for  the
year ended December 31, 1999.

At December 31, 2001 the Company had five, ten-year interest rate
exchange agreements outstanding that are not paired with specific
variable  rate contracts whereby the Company pays a stated  fixed
rate and receives a variable rate of interest on a total notional
amount  of  $150,000,000.  The fair value of those  contracts  in
gain  positions  totaled  $2,251,000 and  is  included  in  other
current assets on the Consolidated Balance Sheet.  The fair value
of   a   contract   in   a  loss  position  was   $(210,000)   at
December  31, 2001 included in other current liabilities  on  the
Consolidated    Balance    Sheet.     For    the    year    ended
December  31,  2001,  the  net gain for  interest  rate  exchange
agreements not accounted for as hedges was $2,808,000,   and  was
included in miscellaneous, net in the Consolidated Statements  of
Operations.

Upon  completion  of the Poultry Division sale in  January  2000,
unamortized  proceeds  from prior termination  of  interest  rate
agreements  of  $582,000 associated with debt  of  the  Company's
discontinued poultry operations (see Note 14) were recognized  as
a  component of the gain on the disposal in the first quarter  of
2000.  During 2000, the Company repaid approximately $165,774,000
in  notes  payable, IDRBs and other debt primarily with  proceeds
from the Poultry Division sale.  As a result of these repayments,
approximately  $3,760,000  in  unamortized  proceeds  from  prior
terminations of interest rate agreements related to  these  notes
was recognized as miscellaneous income.

Commodity Instruments

The  Company uses corn, wheat, soybeans and soybean meal  futures
and  options to manage its exposure to price fluctuations for raw
materials,  finished  product sales and firm  sales  commitments.
During  2001, certain commodity contracts were accounted  for  as
fair  value hedges while others were not accounted for as  hedges
in  accordance with SFAS 133.  However, during the fourth quarter
of  2001,  the  Company discontinued the extensive record-keeping
required  to account for any remaining commodity transactions  as
hedges  and expensed $1.1 million to cost of sales.  The  Company
continues  to  believe  its commodity  futures  and  options  are
economic hedges and not speculative transactions although they do
not  qualify as hedges under accounting rules.  Since the Company
does not account for these derivatives as hedges, fluctuations in
the  related  commodity prices could have a  material  impact  on
earnings in any given year.

At  December  31,  2001, the Company had open  net  contracts  to
purchase  443,000  metric tons of grain  with  a  fair  value  of
$(1,563,000)  included  with  other accrued  liabilities  on  the
Consolidated  Balance  Sheet.   At  December  31,  2000  the  net
deferred  gain  on commodity instruments in other current  assets
was  $236,000.  For the years ended December 31, 2001,  2000  and
1999,  losses on commodity contracts reported in operating income
were  $2,681,000, $1,315,000 and $592,000, respectively, and  are
primarily   reported  in  cost  of  sales  in  the   consolidated
statements of operations.

Foreign currency exchange agreements

The Company also enters into foreign currency exchange agreements
to manage the foreign currency exchange rate risk with respect to
certain  transactions denominated in foreign  currencies.   Gains
and losses on foreign currency exchange agreements are designated
as  fair  value hedges and recognized in operating  income  along
with the related contract.

At  December  31,  2001 and 2000, the Company  had  hedged  South
African  Rand  (ZAR)  denominated firm sales  contracts  totaling
$66,008,000  and  $35,458,000 with  changes  in  fair  values  of
$(11,443,000) and $64,000, respectively.  At December  31,  2001,
the  Company had related hedged ZAR denominated trade receivables
with  historical values of $11,164,000 and a change in fair value
of  $(2,699,000).   To hedge the change in value  of  these  firm
contracts  and  trade  receivables,  the  Company  entered   into
agreements  to exchange $77,172,000 and $35,819,000 of  contracts
denominated  in  ZAR, with derivative fair values of  $14,201,000
and $(62,000), respectively.  In addition, the Company had hedged
ZAR  denominated  firm purchase contracts at  December  31,  2001
totaling  $1,749,000  with a change in fair  value  of  $260,000.
Hedging  the  change  in  value of this  agreement,  the  Company
entered  into  agreements  to exchange $1,749,000  for  ZAR  with
derivative fair values of $(260,000) at December 31, 2001.  These
agreements were treated as fair value hedges and were included in
other  current  assets  or  other  accrued  liabilities  on   the
Consolidated  Balance Sheets.  The net gains and  losses  on  the
exchange  agreements  were  not  material  for  the  years  ended
December 31, 2001, 2000 and 1999.

Additionally, the Company had trading foreign exchange  contracts
(receive $U.S./pay ZAR) for a notional amount of $10,773,000 with
a fair value of $1,406,000.  The Company also had trading foreign
exchange contracts (receive ZAR/ pay $U.S.) for a notional amount
of $60,000 with a fair value of $(10,000).

The  stock  of the Company's available for sale equity investment
in Fjord's common stock is denominated in Norwegian Kroner (NOK).
To hedge the risk of change in the foreign currency exchange rate
on  this  investment,  during 2001 the  Company  entered  into  a
foreign  currency  exchange agreement whereby  the  Company  will
receive  a  fixed  price at a future date for  approximately  NOK
95,000,000.     The   fair   value   of   this    agreement    at
December  31,  2001  was $(186,000), included  in  other  accrued
liabilities  on  the Consolidated Balance Sheets.  For  the  year
ended  December 31, 2001, the loss related to this hedge was  not
material.


Note 10

Employee Benefits

The  Company  maintains a defined benefit pension  plan  for  its
domestic  salaried  and  clerical employees.   The  Company  also
sponsors  non-qualified, unfunded supplemental  executive  plans.
The  plans generally provide for normal retirement at age 65  and
eligibility  for  participation after  one  year's  service  upon
attaining the age of 21.  The Company bases pension contributions
on  funding  standards  established by  the  Employee  Retirement
Income  Security Act of 1974.  Benefits are generally based  upon
the  number of years of service and a percentage of final average
pay.  Plan assets are primarily invested in various mutual funds.

The  changes in the plans' benefit obligations and fair value  of
assets  for  the years ended December 31, 2001 and  2000,  and  a
statement of the funded status as of December 31, 2001  and  2000
are as follows:

                                                     December 31,
(Thousands of dollars)                              2001      2000

Reconciliation of benefit obligation:
 Benefit obligation at beginning of year        $ 35,817  $ 31,764
 Service cost                                      1,886     1,802
 Interest cost                                     2,751     2,498
 Actuarial losses                                  3,071     2,445
 Benefits paid                                    (2,399)   (1,502)
 Curtailments                                          -    (1,190)
 Benefit obligation at end of year                41,126    35,817
Reconciliation of fair value of plan assets:
 Fair value of plan assets at beginning of year   27,389    27,722
 Actual return on plan assets                     (1,342)     (177)
 Employer contributions                            2,013     1,346
 Benefits paid                                    (2,399)   (1,502)
 Fair value of plan assets at end of year         25,661    27,389
Funded status                                    (15,465)   (8,428)
Unrecognized transition obligation                   512       619
Unamortized prior service cost                      (939)   (1,077)
Unrecognized net actuarial (gains) losses          6,594      (171)
 Accrued benefit cost                           $ (9,298) $ (9,057)

Amounts  recognized  in the Consolidated  Balance  Sheets  as  of
December 31, 2001 and 2000 consist of:

                                                     December 31,
(Thousands of dollars)                              2001      2000

Accrued benefit liability                       $(11,386) $ (9,057)
Accumulated other comprehensive loss               2,088         -
 Accrued benefit cost                           $ (9,298) $ (9,057)

Assumptions used in determining pension information were:

                                                      Years ended December 31,
                                                      2001      2000      1999

Weighted-average assumptions
 Discount rate                                        7.25%     7.75%     8.00%
 Expected return on plan assets                       8.75%     8.75%     8.75%
 Long-term rate of increase in compensation levels 4.00-5.00%   4.50%     4.50%

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

                                              Years ended December 31,
(Thousands of dollars)                        2001      2000      1999

Components of net periodic benefit cost:
 Service cost                               $ 1,886   $ 1,802   $ 2,419
 Interest cost                                2,751     2,498     2,231
 Expected return on plan assets              (2,404)   (2,417)   (2,268)
 Amortization and other                          21      (136)      (65)
 Net periodic benefit cost                  $ 2,254   $ 1,747   $ 2,317

The  Company  has  recognized the full amount of its  actuarially
determined pension liability.  The unrecognized pension cost  has
been  recorded  as  a  charge to accumulated other  comprehensive
loss, net of related tax.

As  of  December  31, 2001, the projected benefit obligation  and
accumulated  benefit obligation for unfunded pension  plans  were
$6,780,000     and    $5,184,000,    respectively.      As     of
December   31,   2000,  the  projected  benefit  obligation   and
accumulated  benefit obligation for unfunded pension  plans  were
$4,793,000 and $3,821,000, respectively.  As more fully described
in  Note 14, the Poultry Division was sold in January 2000 and is
presented as a discontinued operation.  Poultry employees  retain
benefits  in the primary pension plan summarized above  and  were
treated  as terminated and fully vested at the date of the  sale.
This  resulted in a $1,614,000 curtailment gain in 2000, excluded
from  the  table above and included as a component of  the  total
gain on disposal of discontinued operations.

The  Company  has  certain  individual,  non-qualified,  unfunded
supplemental   retirement  agreements   for   certain   executive
employees.   Pension  expense  for  these  plans  was   $936,000,
$933,000 and $658,000 for the years ended December 31, 2001, 2000
and  1999,  respectively.   Included  in  other  liabilities   at
December   31,  2001  and  2000  is  $9,915,000  and  $9,663,000,
respectively,  representing the accrued  benefit  obligation  for
these plans.

The  Company maintains a defined contribution plan covering  most
of  its  domestic salaried and clerical employees.   The  Company
contributes  to  the  plan an amount equal to  100%  of  employee
contributions  up  to  a maximum of 3% of employee  compensation.
Employee  vesting is based upon years of service with 20%  vested
after one year of service and an additional 20% vesting with each
additional  complete year of service.  Contribution  expense  was
$1,301,000,  $1,241,000  and  $1,157,000  for  the  years   ended
December 31, 2001, 2000 and 1999, respectively.


Note 11

Contingencies

On  February  12, 2002, the United States Senate  passed  a  Farm
Bill,  (S.  Bill 1731), which includes a provision (the  "Johnson
Amendment")  which prohibits packers, such as the  Company,  from
owning  or controlling livestock intended for slaughter for  more
than  14 days prior to the slaughter. The Johnson Amendment  also
contains  a  transition  rule  applicable  to  packers  of   pork
providing  for  an  effective  date  which  is  18  months  after
enactment  of  the  Act.  The U.S. House of Representatives  also
passed a Farm Bill (H. Bill 2646), but this Bill does not include
the  prohibition on packers owning or controlling  livestock.   A
committee of Conferees, consisting of members of both the  Senate
and  the House, has been established to reconcile the differences
between  the  two Bills, including the Johnson Amendment.   If  a
uniform Bill is agreed upon by the committee, the Farm Bill  will
be  voted  upon by both the Senate and the House and, if enacted,
will  be  sent to the President for him to sign into  law  or  to
veto.

If the Farm Bill containing the Johnson Amendment becomes law, it
could  have  a  material  adverse  effect  on  the  Company,  its
operations and its strategy of vertical integration in  the  pork
business.   Currently, the Company owns and  operates  production
facilities  and  owns  swine  and  produces  approximately  three
million  hogs  per  year with construction  in  progress  for  an
additional  half million hogs per year.  If enacted, the  Johnson
Amendment  would prohibit the Company from owning or  controlling
hogs,  and  thus  would  require  the  Company  to  divest  these
operations, possibly at prices which are below the carrying value
of  such  assets  on  the Company's balance sheet,  or  otherwise
restructure its ownership and operation.  At December  31,  2001,
the   Company  has  $247,202,000  in  hog  production  facilities
classified as net fixed assets on the Consolidated Balance  Sheet
plus  approximately  $188,162,000 in  hog  production  facilities
under  master lease agreements accounted for as operating leases.
In  addition, the Company has $124,212,000 invested in live  hogs
and related materials classified as inventory on the Consolidated
Balance Sheet.

The  Johnson Amendment could also be construed as prohibiting  or
restricting  the  Company from engaging  in  various  contractual
arrangements with third party hog producers, such as  traditional
contract  finishing  arrangements.   Accordingly,  the  Company's
ability  to  contract for the supply of hogs  to  its  processing
facility  may be significantly, negatively impacted.  At December
31, 2001, the Company has $23,809,000 in commitments through 2013
for various grow finishing agreements.

The  Company,  along  with industry groups  and  other  similarly
situated  companies are vigorously lobbying against enactment  of
the  Johnson Amendment.  The ultimate outcome of this  matter  is
not presently determinable.

The  Company  is a defendant in a pending arbitration  proceeding
and  related litigation in Puerto Rico brought by the owner of  a
chartered barge and tug which were damaged by fire after delivery
of the cargo.  Damages of $47.6 million are alleged.  The Company
received  a  ruling in the arbitration proceeding  in  its  favor
which  dismisses the principal theory of recovery and that ruling
has  been upheld on appeal.  The arbitration is continuing  based
on  other legal theories, although the Company believes  that  it
will have no responsibility for the loss.

The  Company  is a defendant in an action brought by  the  Sierra
Club  and  claims  by the United States Environmental  Protection
Agency  related  to the environmental impacts of certain  of  the
Company's hog production operations.  The Company believes it has
meritorious defenses to all of the claims of the Sierra Club  but
cannot predict with certainty the outcome of the litigation.

The  Company has not previously recognized any tax benefits  from
losses  generated  by  Tabacal for financial  reporting  purposes
since it was not a controlled entity for tax purposes and it  was
not apparent that the permanent basis difference would reverse in
the  foreseeable future.  In February 2002, the Company  began  a
tender  offer in Argentina to purchase the outstanding shares  of
Tabacal  not  currently owned by the Company.   As  part  of  the
tender  offer  process,  the  Company  has  placed  approximately
$0.4 million in escrow.  As a result of the current economic  and
political situation in Argentina, the Company is not yet  certain
that it will be able to complete the tender offer.

If  the Company is successful in completing the above transaction
during  2002,  it  would  reduce its deferred  tax  liability  by
approximately  $34.0  million which is  the  tax  effect  of  the
cumulative basis difference, from Tabacal's operations since  the
date  of  acquisition  by the Company in July  of  1996,  in  its
consolidated U.S. tax return.  Of this amount, a majority of  the
tax  benefit  will  reduce  the currency  translation  adjustment
recorded as other accumulated comprehensive loss.  Based  on  the
currency translation adjustment at December 31, 2001, this amount
would  be  approximately $22.1 million.  The currency translation
adjustment,  originally  recorded as a result  of  the  Argentine
devaluation in January 2002 as discussed in Note 12 below, at the
time  of  recognizing  this potential tax benefit  may  fluctuate
based  on  the  exchange  rates in  effect  at  that  time.   The
remaining benefit would be recognized as a current tax benefit in
the Consolidated Statement of Earnings for 2002.

The   Company  is  a  plaintiff  in  a  lawsuit  against  several
manufacturers  of  vitamins and feed additives which  have  plead
guilty  in  the context of criminal proceedings to price  fixing.
Because  the manufacturers have admitted to the price  fixing  in
the criminal context, it is likely that the manufacturers will be
liable  for the overcharges made as a result of the price fixing.
The Company had purchases aggregating approximately $37.7 million
during  the  relevant time period.  The Company is still  in  the
process  of  determining what it believes was the amount  of  the
overcharge  on  these purchases on account of the  price  fixing.
Under  antitrust  laws,  if the matter  proceeds  to  trial,  the
manufacturers are responsible for treble damages.  In a  separate
class action law suit which was brought against the manufacturers
but which the Company opted out of, the matter was settled by the
manufacturers paying a total of approximately 18% of  the  agreed
gross sales as total damages.  The Company opted out of the class
action  because  it  believes that it is entitled  to  a  greater
amount, either pursuant to a settlement or at trial.

In   August   2000,  as  a  result  of  accounting   errors   and
irregularities  discovered in the Produce  Division's  books  and
records,  management restated the Company's financial  statements
for each of the prior periods affected and filed a Form 10-K/A on
August  28,  2000.   In  a letter dated December  27,  2000,  the
Securities  and  Exchange Commission (SEC) notified  the  Company
that  it was conducting a formal investigation of this matter  to
determine  whether there had been any violations of  the  federal
securities  laws  and  issued  a  subpoena  to  acquire   certain
documents  from the Company.  In October 2001, the SEC  concluded
its investigation and did not take action against the Company.

The Company 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 the Company.


Note 12

Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss, net of
related taxes, are summarized as follows:

                                                     Years ended December 31,
(Thousands of dollars)                                  2001     2000    1999

  Cumulative  foreign currency translation adjustment $(62,218) $ (155) $(155)
  Unrealized gain (loss) on investments                 (3,067)     49    (46)
  Unrecognized pension cost                             (1,273)      -      -
  Deferred gain on interest rate swaps                   1,152       -      -
     Accumulated other comprehensive loss             $(65,406) $ (106) $(201)

Beginning in December, 2001, the Argentine government had  placed
restrictions  on the exchange of currency.  On January  6,  2002,
the  government of Argentina officially ended the one peso to one
U.S.  dollar  parity.  On January 11, 2002, the currencies  began
market  trading  resulting in a devaluation of over  40%.   As  a
result  of  this devaluation, the Company recorded a  $68,974,000
reduction  to  shareholders' equity through a  $7,830,000  charge
against net earnings for dollar denominated debt of the Company's
Argentine  subsidiary, and a currency translation  adjustment  of
$61,144,000  as  an  other  comprehensive  loss  for   the   peso
denominated  net assets as of December 31, 2001.  No tax  benefit
was  provided related to this reduction of shareholders'  equity;
see  Note  11 for further discussion.  At December 31, 2001,  the
Company  has  $91,905,000 in net assets denominated in  Argentine
pesos  and  $15,973,000 in net liabilities  denominated  in  U.S.
dollars  in  Argentina.  Using the prevailing exchange  rates  on
March 1, 2002 compared to the net peso denominated assets and net
U.S. dollar denominated liabilities as of December 31, 2001,  the
Company  would  recognize  an  additional  $2,237,000  charge  to
earnings  and  $17,470,000 other comprehensive  loss  during  the
first  quarter of 2002.  Impacts of further fluctuations  in  the
currency exchange rate will be recorded in future periods.

With  the  exception of the above noted item,  income  taxes  for
components of accumulated other comprehensive loss were  recorded
using a 39% effective tax rate.


Note 13

Segment Information

Seaboard   Corporation  had  five  reportable  segments   through
December  31, 2001: Pork, Marine, Commodity Trading and  Milling,
Sugar and Citrus, and Power, each offering a specific product  or
service.   The  Pork  segment sells fresh  and  value-added  pork
products  mainly to further processors and foodservice  companies
both  domestically  and overseas.  The Marine segment,  primarily
based  out  of  the  Port  of Miami, offers  containerized  cargo
shipping  services  throughout Latin America and  the  Caribbean.
The  Commodity Trading and Milling segment sources bulk  and  bag
commodities primarily overseas, including sales of such  products
to   its  non-consolidated  foreign  affiliates,    and  operates
foreign  flour  and  feed mills.  The Sugar  and  Citrus  segment
produces and processes sugar and citrus in Argentina primarily to
be  marketed locally.  The Power segment generates electric power
from  two floating generating facilities located in the Dominican
Republic.   As discussed in Note 2, in December 2000 the  Company
exchanged its controlling interest in its Wine segment and a cash
investment  for  a  non-controlling interest  in  a  larger  wine
operation  accounted for using the equity method.  As  a  result,
the  Company's segment disclosures reflect operating results  for
the  Wine segment through 2000 but no assets for the Wine segment
at  December  31,  2000.  Revenues from all  other  segments  are
primarily derived from the produce operations.  Each of the  five
main  segments  is  separately managed and each  was  started  or
acquired independent of the other segments.

As the Sugar and Citrus segment operates solely in Argentina with
primarily  local  sales  and operating expenses,  the  functional
currency is the Argentine peso.  As more fully described in  Note
12, the Company recorded the effects of the recent devaluation of
the Argentine peso in 2001.  As a result, peso-denominated assets
were reduced by $80.2 million.  In addition, the entire Argentine
sugar  industry  has also experienced financial  difficulties  in
prior years, with Tabacal and certain large competitors incurring
operating  losses  in part because Argentine  sugar  prices  were
below historical levels.  As a result, the Company had previously
evaluated  the  recoverability  of Tabacal's  long-lived  assets.
Prices   have  since  recovered,  allowing  Tabacal  to   operate
profitably in 2001.

Within the Commodity Trading and Milling Division, as a result of
recurring  losses since acquisition, at December  31,  2000,  the
Company  had evaluated the recoverability of its Zambian  milling
operations'  long-lived assets.  During 2001, this operation  was
profitable.

As  a result of recurring losses in a shrimp business operated as
a   subsidiary   of   a   foreign  affiliate   in   Ecuador,   at
December  31, 2001, the Company evaluated the carrying  value  of
its  investment located in Ecuador.  Based on its  evaluation  in
the  fourth  quarter of 2001, the Company recognized a $1,023,000
decline  in  value other than temporary in its  investment  in  a
foreign  affiliate as a charge to losses from foreign  affiliates
related  to  the  shrimp  business in the Commodity  Trading  and
Milling segment.

The   Company   is   currently  considering   various   strategic
alternatives for the Produce Division.  During the fourth quarter
2001,  the  Company  decided to cease shrimp, pickle  and  pepper
farming  operations  in  Honduras.   As  a  result,  the  Company
incurred a charge to earnings for $1,300,000 primarily related to
employee  severance  at  these  locations  for  the  year   ended
December  31, 2001.  The Company has evaluated the recoverability
of  the remaining Produce Division long-lived assets and believes
the  value  of  those  assets is presently  recoverable.   As  of
December 31, 2001, the total carrying value of long-lived  assets
of the produce division was $6,534,000.

The  following  tables  set forth specific financial  information
about  each  segment  as  reviewed by the  Company's  management.
Operating  income for segment reporting is prepared on  the  same
basis  as that used for consolidated operating income.  Operating
income,  along  with  losses  from  foreign  affiliates  for  the
Commodity Trading and Milling Division, 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)                   2001        2000        1999

Pork                                $  772,447  $  724,708  $  600,117
Marine                                 384,906     364,915     307,663
Commodity Trading and Milling          476,207     358,999     259,489
Sugar and Citrus                        77,662      60,061      46,855
Power                                   63,572      35,846      22,975
Wine                                         -       6,825      12,859
All other                               29,816      32,342      34,304
 Segment/Consolidated Totals        $1,804,610  $1,583,696  $1,284,262


Operating Income:
                                         Years ended December 31,
(Thousands of dollars)                 2001      2000      1999

Pork                                $   68,717  $   63,350  $   37,661
Marine                                  24,001      14,450      (1,893)
Commodity Trading and Milling           13,223      (3,518)      2,615
Sugar and Citrus                         6,614      (7,587)    (15,909)
Power                                   14,576       6,007       7,942
Wine                                         -      (9,171)     (5,946)
All other                               (8,786)    (11,539)     (4,673)
 Segment Totals                        118,345      51,992      19,797
Corporate Items                         (3,993)     (3,927)     (7,429)
 Consolidated Totals                $  114,352  $   48,065  $   12,368


Loss from Foreign Affiliates:
                                         Years ended December 31,
(Thousands of dollars)                 2001      2000      1999

Commodity Trading and Milling       $   (4,506) $   (2,440) $   (1,413)
Wine                                    (3,686)          -           -
 Segment/Consolidated Totals        $   (8,192) $   (2,440) $   (1,413)


Depreciation and Amortization:
                                         Years ended December 31,
(Thousands of dollars)                 2001      2000      1999

Pork                                $   22,083  $   21,378  $   20,759
Marine                                  13,763      12,181       9,651
Commodity Trading and Milling            2,975       3,266       3,230
Sugar and Citrus                         9,338       7,557       7,102
Power                                    5,153       2,310       1,547
Wine                                         -         934         362
All other                                1,599       1,917       2,160
 Segment Totals                         54,911      49,543      44,811
Corporate Items                            889         840         771
 Consolidated Totals                $   55,800  $   50,383  $   45,582


Capital Expenditures:
                                         Years ended December 31,
(Thousands of dollars)                 2001      2000      1999

Pork                                $   20,686  $   26,356  $   22,072
Marine                                  20,879      17,097      20,001
Commodity Trading and Milling            2,034       1,895       4,816
Sugar and Citrus                        10,252      14,380      14,998
Power                                      422      52,098         389
Wine                                         -       2,703       3,746
All other                                  398       2,068         715
 Segment Totals                         54,671     116,597      66,737
Corporate Items                            291         336         976
 Consolidated Totals                $   54,962  $  116,933 $    67,713


Total Assets:
                                              Years ended December 31,
(Thousands of dollars)                           2001      2000

Pork                                        $  508,642  $  510,836
Marine                                         131,334     121,895
Commodity Trading and Milling                  172,684     159,137
Sugar and Citrus                               115,402     186,099
Power                                           77,102      88,514
All other                                       20,276      27,665
 Segment Totals                              1,025,440   1,094,146
Corporate Items                                210,152     180,088
 Consolidated Totals                        $1,235,592  $1,274,234

Administrative  services  provided by the  corporate  office  are
primarily allocated to the individual segments based on the  size
and  nature of their operations.  Corporate assets include short-
term   investments,  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  and general Corporate overhead previously allocated  to
the discontinued Poultry operations.

Geographic Information

No  individual foreign country accounts for 10% or more of  sales
to external customers.  The following table provides a geographic
summary  of  the  Company's net sales based on  the  location  of
product delivery.

                                           Years ended December 31,
(Thousands of dollars)                   2001        2000        1999

United States                       $  747,877  $  725,327  $  658,740
Caribbean, Central and South America   548,386     434,353     355,376
Africa                                 348,217     260,706     102,022
Pacific Basin and Far East             106,504     104,919      92,235
Canada/Mexico                           41,638      31,643      41,521
Eastern Mediterranean                    6,861      18,013      13,124
Europe                                   5,127       8,735      21,244
 Totals                             $1,804,610  $1,583,696  $1,284,262

The following  table  provides  a  geographic  summary  of  the
Company's long-lived assets according to their physical  location
and primary port for Company owned vessels:

                                                  December 31,
(Thousands of dollars)                           2001      2000

United States                                 $408,889  $410,773
Argentina                                       67,497   115,167
All other                                       79,887    85,421
 Totals                                       $556,273  $611,361

At  December  31,  2001 and 2000, the Company  had  approximately
$113,855,000   and   $137,155,000,   respectively,   of   foreign
receivables,  excluding receivables due from foreign  affiliates,
which  represent  more of a collection risk  than  the  Company's
domestic  receivables.  The Company believes  its  allowance  for
doubtful receivables is adequate.


Note 14

Discontinued Operations

On January 3, 2000, the Company completed the sale of its Poultry
Division  to  ConAgra, Inc. for $375 million, consisting  of  the
assumption of approximately $16 million in indebtedness  and  the
remainder  in cash, resulting in a pre-tax gain on  the  sale  of
approximately  $147.3  million  ($90.0  million  after  estimated
taxes),  including  a  final adjustment recorded  in  the  fourth
quarter of 2000.

The  Company's financial statements reflect the Poultry  Division
as a discontinued operation for 1999.  Accordingly, the earnings,
net of income taxes, are presented as a single amount in the 1999
Consolidated Statement of Earnings.    Operating results  of  the
discontinued  poultry  operations  are  summarized  below.    The
amounts  exclude general corporate overhead previously  allocated
to  the  Poultry  Division for segment reporting  purposes.   The
amounts  include interest on debt at the Poultry Division assumed
by  the  buyer and an allocation of the interest on the Company's
general  credit facilities based on a ratio of the net assets  of
the  discontinued  operations to the  total  net  assets  of  the
Company  plus  existing debt under the Company's  general  credit
facilities.   The  results  for  1999  reflect  activity  through
November 1999 (the measurement date).  Net losses incurred  after
the  measurement  date (for the month of December  1999)  totaled
$4,180,000 and were deferred as a component of current assets  of
discontinued operations at December 31, 1999.  These losses  were
recognized  in  2000 as a reduction of the gain realized  on  the
sale.

                                            Years ended December 31,
(Thousands of dollars)                                1999

Net sales                                            $437,695
Operating income                                     $ 27,023
Earnings from discontinued operations                $ 13,634

EX-21

                                   EXHIBIT 21

     SUBSIDIARIES                   NAMES UNDER                 STATE OR OTHER
        OF THE                   WHICH SUBSIDIARIES              JURISDICTION
      REGISTRANT                    DO BUSINESS                OF INCORPORATION

A & W Interlining Services Corp.  American Interlining           Maryland
                                      Corporation

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.A.
 de C.V.                                Same                     Honduras

Cultivos Marinos, S.A. de C.V.          Same                     Honduras

Delta Packaging Company Ltd.*           Same                     Nigeria

Desarrollo Industrial Bioacuatico,
 S.A.*                                  Same                     Ecuador

Empacadora Litoral, S.A. de C.V.        Same                     Honduras

H&O Shipping Limited                    Same                     Liberia

Ingenio y Refineria San Martin
 del Tabacal                          Tabacal                    Argentina

Internet Commodity Exchange
 Corporation                           I.C.E.                    Kansas

JacintoPort International LP            Same                     Texas

KWABA - Sociedade Industrial e
 Comercial, SARL*                      KWABA                     Angola

Les Moulins d'Haiti S.E.M. (LHM)*       Same                     Haiti

Lesotho Flour Mills Limited*            Same                     Lesotho

Life Flour Mill Ltd.*                   Same                     Nigeria

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

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

Mobeira, SARL*                          Same                     Mozambique

Molinos Champion, S.A.*                 Same                     Ecuador

Molinos del Ecuador, C.A.*              Same                     Ecuador

Mount Dora Farms Inc.                   Same                     Florida

National Milling Company of
 Guyana, Ltd.                           Same                     Guyana


                           EXHIBIT 21
                           (continued)

National Milling Corporation
 Limited                                Same                     Zambia

Port of Miami Cold Storage, Inc.        Same                     Florida

Representaciones Maritimas y Aereas,
 S.A.                                   Same                     Guatemala

Representaciones y Ventas S.A.*         Same                     Ecuador

Sea Cargo, S.A.                         Same                     Panama

Seaboard de Colombia, S.A.*             Same                     Colombia

Seaboard de Honduras, S.A. de C.V.      Same                     Honduras

Seaboard del  Peru, S.A.                Same                     Peru

Seaboard Farms, Inc.                    Same                     Oklahoma

Seaboard Freight & Shipping Jamaica
 Limited                                Same                     Jamaica

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 Overseas Limited               Same                     Bahamas

Seaboard Overseas Management Company,
 Ltd.                                   Same                     Bermuda

Seaboard Overseas Trading and
 Shipping (PTY) Ltd.                    Same                     South Africa

Seaboard Ship Management Inc.           Same                     Florida

Seaboard Trading and Shipping Ltd.      Same                     Minnesota

Seaboard Transport Inc.                 Same                     Oklahoma

Seaboard West Africa Limited            Same                     Sierra Leone

SEADOM, S.A.*                           Same                     Dominican
                                                                 Republic

Top Feeds Limited*                      Same                     Nigeria

Transcontinental Capital Corp.
 (Bermuda) Ltd.                         TCCB                     Bermuda

Unga Holdings Limited*                  Unga                     Kenya

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