Exhibit 4.1

               AMENDMENT NO. 1 TO CREDIT AGREEMENT

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

                      W I T N E S S E T H:

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

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

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

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

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

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

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

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

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

                (g)   Dispositions  by  the  Borrower   and   its
          Subsidiaries not otherwise permitted under this Section
          7.05;   provided  that  (i)  at  the   time   of   such
          Disposition,  no  Default shall exist or  would  result
          from such Disposition and (ii) the aggregate book value
          of  all property Disposed of in reliance on this clause
          (g)  (excluding property Disposed of in connection with
          the  Grindrod  Disposition) shall  not  exceed  25%  of
          Consolidated Tangible Net Worth as of the Closing Date;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                    [Signature pages follow.]

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

                              BORROWER:

                              SEABOARD CORPORATION


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

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                              ADMINISTRATIVE AGENT:

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

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

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                              LENDERS:

                              BANK OF AMERICA, N.A.

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

                              THE BANK OF NOVA SCOTIA

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

                              HARRIS TRUST AND SAVINGS BANK

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

                              THE BANK OF NEW YORK

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

                              SUNTRUST BANK

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

                              RABOBANK INTERNATIONAL

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

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

                              US AGANK FCB

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

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