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, 2008

                               OR

[   ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
        THE SECURITIES EXCHANGE ACT OF 1934
        For the transition period from _______________ to ________________

                 Commission file number: 1-3390

                       SEABOARD CORPORATION
     (Exact name of registrant as specified in its charter)

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

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

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

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

      Title of each class            Name of each exchange on which registered
  Common Stock $1.00 Par Value                  NYSE Alternext US

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

                               None
                        (Title of class)

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

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

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

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

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
or a smaller reporting company.  See the definitions of "larger
accelerated filer," "accelerated filer" and "smaller reporting
company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ X ]       Accelerated filer [    ]
Non-accelerated filer [   ]  (Do not check if a smaller reporting company)
                                    Smaller reporting company [    ]

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

The  aggregate  market value of the 337,167  shares  of  Seaboard
common    stock   held   by   nonaffiliates   was   approximately
$505,750,500, based on the closing price of $1,500.00  per  share
on  June  27, 2008, the end of Seaboard's second fiscal  quarter.
As  of  February  6, 2009, the number of shares of  common  stock
outstanding was 1,240,421.24.

               DOCUMENTS INCORPORATED BY REFERENCE

Portions of the following documents are incorporated by reference
into   the   indicated  parts  of  this  report:   (1)   Seaboard
Corporation's  Annual  Report to Stockholders  furnished  to  the
Commission  pursuant to Rule 14a-3(b) - Parts I and II;  and  (2)
Seaboard  Corporation's definitive proxy statement filed pursuant
to  Regulation 14A for the 2009 annual meeting of stockholders  -
Part III.

<PAGE>

Forward-Looking Statements

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

    -statements that are not historical in nature, and

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

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

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

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

    -statements of future economic performance,

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

     (i)    Seaboard's  ability to obtain adequate  financing  and
            liquidity,

     (ii)   the price of feed stocks and other materials  used  by
            Seaboard,

     (iii)  the sale price or market  conditions for pork, grains,
            sugar and other products and services,

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

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

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

     (vii)  the  stability  of  the Dominican  Republic's economy,
            fuel  cost  and  related  spot   market   prices   and
            collections  of receivables in the Dominican Republic,

     (viii) the   ability    of   Seaboard to sell  certain  grain
            inventories in foreign countries at current cost basis
            and the related contract performance by customers,

     (ix)   the  effect  of  the  fluctuation  in foreign currency
            exchange rates,

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

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

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

This   list  of  forward-looking  statements  is  not  exclusive.
Seaboard  undertakes no obligation to publicly update  or  revise
any  forward-looking  statement,  whether  as  a  result  of  new
information, future events, changes in assumptions or  otherwise.
Forward-looking   statements  are  not   guarantees   of   future
performance  or  results.  They involve risks, uncertainties  and
assumptions.   Actual  results may differ materially  from  those
contemplated by the forward-looking statements due to  a  variety
of  factors.  The information contained in this Form 10-K and  in
other  filings  Seaboard  makes with  the  Commission,  including
without  limitation,  the information under  the  headings  "Risk
Factors"  and  "Management's Discussion and Analysis of Financial
Condition   and  Results  of  Operations"  in  this  Form   10-K,
identifies important factors which could cause such differences.

<PAGE> 2

                              PART I

Item 1.  Business

(a)  General Development of Business

Seaboard  Corporation, a Delaware corporation, and its subsidiaries
(Seaboard)   is   a  diversified  international  agribusiness   and
transportation  company.   In  the  United  States,   Seaboard   is
primarily  engaged  in  pork production and processing,  and  ocean
transportation.   Overseas,  Seaboard  is  primarily   engaged   in
commodity  merchandising, grain processing, sugar  production,  and
electric  power  generation.  See Item 1(c)  (1)  (ii)  "Status  of
Product  or  Segment"  below  for  a  discussion  of  acquisitions,
dispositions and other developments in specific divisions.

Seaboard  Flour  LLC,  a Delaware limited liability  company,  owns
approximately  72.1  percent  of the outstanding  common  stock  of
Seaboard.   Mr.  Steven J. Bresky, President  and  Chief  Executive
Officer  of  Seaboard,  and other members  of  the  Bresky  family,
including trusts created for their benefit, own the common units of
Seaboard Flour LLC.

(b)  Financial Information about Industry Segments

The financial information relating to Industry Segments required by
Item 1 of Form 10-K is incorporated herein by reference to Note  13
of  the  Consolidated Financial Statements appearing  on  pages  56
through   59   of  the  Seaboard  Corporation  Annual   Report   to
Stockholders furnished to the Commission pursuant to Rule  14a-3(b)
and attached as Exhibit 13 to this Report.

(c)  Narrative Description of Business

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

       (i)  Principal Products and Services

     Pork  Division  -  Seaboard, through its  subsidiary  Seaboard
     Foods  LLC,  previously Seaboard Farms, Inc., engages  in  the
     businesses of hog production and pork processing in the United
     States.  Through these operations, Seaboard produces and sells
     fresh   and   frozen  pork  products  to  further  processors,
     foodservice operators, grocery stores, distributors and retail
     outlets   throughout  the  United  States.    Internationally,
     Seaboard  sells  to  distributors and  further  processors  in
     Japan,  Mexico  and  other  foreign  markets.   Other  further
     processing companies also purchase Seaboard's fresh and frozen
     pork products in bulk and produce products, such as lunchmeat,
     ham,   bacon,  and  sausage.   Fresh  pork,  such  as   loins,
     tenderloins  and  ribs  are sold to distributors  and  grocery
     stores.   Seaboard also sells further processed pork  products
     consisting primarily of raw and pre-cooked bacon from its  two
     bacon  further processing plants.  Seaboard sells some of  its
     fresh  products  under the brand name Prairie Fresh   and  its
     bacon  and other further processed products under the  Daily's
     brand  name.   Seaboard's hog processing plant is  located  in
     Guymon,  Oklahoma,  and  operates at  double  shift  capacity.
     Seaboard's  bacon plants are located in Salt Lake  City,  Utah
     and  Missoula,  Montana.   Seaboard  also  earns  fees,  based
     primarily  on the number of head processed, to market  all  of
     the  products  produced by Triumph Foods  LLC  at  their  pork
     processing plant located in St. Joseph, Missouri.

     Seaboard's  hog production operations consist of the  breeding
     and  raising  of  approximately 4.0 million hogs  annually  at
     facilities primarily owned or at facilities owned and operated
     by  third parties with whom it has grower contracts.  The  hog
     production  operations are located in the States of  Oklahoma,
     Kansas,  Texas and Colorado.  As a part of the hog  production
     operations,  Seaboard produces specially formulated  feed  for
     the  hogs  at  six  owned  feed  mills.   The  remaining  hogs
     processed  are  purchased  from  third  party  hog  producers,
     primarily pursuant to purchase contracts.

     In  the  second quarter of 2008, Seaboard commenced production
     of   biodiesel  at  a  new  facility  constructed  in  Guymon,
     Oklahoma.   The  biodiesel  is produced  from  pork  fat  from
     Seaboard's  Guymon pork processing plant and from  animal  fat
     supplied by non-Seaboard facilities.  The biodiesel is sold to
     a  third party.  The facility can also  produce biodiesel from
     vegetable  oil.  Seaboard is able to reduce or stop production
     when  it isn't economically feasible to produce based on input
     costs  or  the price of biodiesel.  Also during 2008, Seaboard
     entered  into  an agreement to build and operate  a  majority-
     owned ham-boning and processing plant in Mexico.  The plant is
     currently expected to be completed in the first half of 2009.

     Commodity  Trading and Milling Division - Seaboard's Commodity
     Trading   and   Milling   Division,  primarily   through   its
     subsidiaries,  Seaboard  Overseas Limited  based  in  Bermuda,
     Seaboard Overseas Trading and Shipping  (PTY), Ltd. located in
     South   Africa,  and  SeaRice  Limited  located   in   Geneva,
     Switzerland markets wheat, corn, soybean meal, rice and  other
     similar  commodities  in  bulk to third  party  customers  and
     affiliated  companies.  These commodities are  purchased  from
     most  growing  regions  worldwide, with  primary  destinations
     being  Africa, South

<PAGE> 3

     America, and the Caribbean.  The division  sources, transports
     and markets approximately 4.2 million tons    of   grains  and
     proteins  on  an  annual  basis.    Seaboard   integrates  the
     service  of  delivering  commodities to its customers  through
     the use of chartered bulk vessels  and  its   eight owned bulk
     carriers.

     This  division  also  operates milling and related  businesses
     with  25  locations  in  12  countries,  which  are  primarily
     supplied by the trading locations discussed above.  The  grain
     processing  businesses are operated through four  consolidated
     and  nine non-consolidated affiliates in Africa, the Caribbean
     and  South  America.  These are flour, feed and maize  milling
     businesses which produce approximately two and a half  million
     metric  tons  of  finished products per  year.   Most  of  the
     products  produced by the milling operations are sold  in  the
     countries in which the products are produced or into  adjacent
     countries.

     Marine  Division - Seaboard, through its subsidiary,  Seaboard
     Marine  Limited, and various foreign affiliated companies  and
     third  party  agents,  provides containerized  cargo  shipping
     service  to  25  countries  between  the  United  States,  the
     Caribbean Basin, and Central and South America.  Seaboard uses
     a  network of offices and agents throughout the United States,
     Canada,  Latin America and the Caribbean Basin  to  book  both
     northbound and southbound cargo to and from the United  States
     and  between the countries it serves.  Through agreements with
     a network of connecting carriers, Seaboard can transport cargo
     to and from numerous U.S. locations by either truck or rail to
     and  from  one of its U.S. port locations, where it is  staged
     for export via vessel or received as import cargo from abroad.

     Seaboard's  primary marine operation is located in  Miami  and
     includes a 81 acre terminal located at the Port of Miami and a
     135,000 square foot off-dock warehouse for cargo consolidation
     and temporary storage.  Seaboard also operates a 62 acre cargo
     terminal  facility  at  the  Port  of  Houston  that  includes
     approximately  690,000 square feet of on-dock warehouse  space
     for  temporary  storage  of bagged grains,  resins  and  other
     cargoes.   Seaboard  also  makes  scheduled  vessel  calls  in
     Brooklyn,  New York, Fernandina Beach, Florida,  New  Orleans,
     Louisiana  and  40  foreign  ports.   At  December  31,  2008,
     Seaboard's  fleet  consists  of  12  owned  and  approximately
     27   chartered   vessels,   and  approximately   55,000   dry,
     refrigerated and specialized containers and units  of  related
     equipment.

     Sugar  and Citrus Division - Seaboard, through its subsidiary,
     Ingenio y Refineria San Martin del Tabacal and other Argentine
     non-consolidated affiliates, is involved in the production and
     refining  of  sugar cane and the production and processing  of
     citrus  in Argentina.  This division also purchases sugar  and
     citrus  in  bulk  from  third  parties  within  Argentina  for
     subsequent resale.  The sugar products are primarily  sold  in
     Argentina,  primarily to retailers, soft drink  manufacturers,
     and  food  manufacturers,  with some  exports  to  the  United
     States, South America and Europe while the citrus products are
     primarily  exported to the global market.   Seaboard  grows  a
     large  portion of the sugar cane on more than 60,000 acres  of
     land  it owns in northern Argentina. The cane is processed  at
     an   owned  mill,  with  a  current  processing  capacity   of
     approximately  230,000 metric tons of sugar and  approximately
     13 million gallons of alcohol per year.  The sugar mill is one
     of  the  largest in Argentina.  During the second  quarter  of
     2008,  construction  on the alcohol distillery  operation  was
     completed,  which  increased the alcohol  production  capacity
     from  approximately four million gallons to  approximately  13
     million   gallons   per  year.   In  addition,   approximately
     3,000  acres  of  Seaboard's land  in  northern  Argentina  is
     planted  with  orange trees.  Also, during 2008 this  division
     began  construction of a 40 megawatt cogeneration power plant,
     which is expected to be completed in 2010.

     All   Other   Businesses-  All  other   businesses   primarily
     represents    the    business   of   Seaboard's    subsidiary,
     Transcontinental  Capital  Corp.  (Bermuda)  Ltd.  (the  Power
     Division), which operates as an independent power producer  in
     the  Dominican Republic.  This operation is exempt  from  U.S.
     regulation  under the Public Utility Holding  Company  Act  of
     1938,  as  amended.  The Power Division operates two  floating
     barges with a system of diesel engines capable of generating a
     combined  rated  capacity of approximately  112  megawatts  of
     electricity.   See  "Status of Product or Segment"  below  for
     discussion  of  the pending sale of the two barges.   Seaboard
     generates electricity into the local Dominican Republic  power
     grid.   Seaboard is not directly involved in the  transmission
     or  distribution of the electricity but does have contracts to
     sell directly to third party users.  The barges are secured on
     the  Ozama  River in Santo Domingo, Dominican  Republic.   The
     electricity  is  sold at contracted pricing to  certain  large
     commercial  users with contract terms extending  from  one  to
     four  years.   Seaboard also sells approximately  40%  of  its
     power  under  a  short-term  contract  to  a  government-owned
     distribution company.  The remaining electricity  is  sold  in
     the  "spot  market" at prevailing market prices, primarily  to
     three    wholly   or   partially   government-owned   electric
     distribution  companies  or other  power  producers  who  lack
     sufficient power production to service their customers.

<PAGE> 4

     The  information required by Item 1 of Form 10-K with  respect
     to  the  amount or percentage of total revenue contributed  by
     any  class  of similar products or services which account  for
     10  percent or more of consolidated revenue in any of the last
     three  fiscal  years  is set forth in Note  13  of  Seaboard's
     Consolidated  Financial  Statements,  appearing  on  pages  56
     through  59  of  the Seaboard's Annual Report to Stockholders,
     furnished  to  the  Commission pursuant to rule  14a-3(b)  and
     attached  as  Exhibit 13 to this report, which information  is
     incorporated herein by reference.

     (ii) Status of Product or Segment

     In  April 2008, the Pork Division entered into an agreement to
     build  and  operate a majority-owned ham-boning and processing
     plant  in  Mexico.  This plant is expected to be completed  in
     early 2009.

     In  the  second  quarter of 2008, the Pork Division  commenced
     production  of  biodiesel  at a new  facility  constructed  in
     Guymon, Oklahoma. The biodiesel is produced from pork fat from
     Seaboard's  Guymon pork processing plant and from  animal  fat
     supplied by non-Seaboard facilities.  The biodiesel is sold to
     a  third party.  The facility can also produce biodiesel  from
     vegetable  oil.   In  addition, the Pork  Division  previously
     announced plans to expand its processed meats capabilities  by
     constructing  a  separate further processing plant,  primarily
     for  bacon,  or  acquiring an existing facility.   During  the
     second quarter of 2008, Seaboard decided to indefinitely delay
     plans to expand its processed meats capabilities.

     During  2007,  the  Pork Division constructed  additional  hog
     finishing  space to allow hogs more time to reach the  desired
     weight  for  processing at the Guymon plant.   Additional  hog
     finishing   space  was  completed  in  2008.    During   2008,
     modifications were made to the Guymon plant that increased the
     daily  double  shift  processing capacity  from  approximately
     16,800 to 18,500 hogs.

     In  the  fourth quarter of 2008, Seaboard ceased flour milling
     operations in Madagascar through the cancellation of the lease
     of  two milling facilities.  In addition, during 2008 Seaboard
     discontinued  operations of its flour  milling  operations  in
     Mozambique  as a result of its Mozambican subsidiary  entering
     into an agreement to exchange its flour milling facility for a
     ten percent ownership interest in a food processing company in
     that  country.   This exchange transaction is expected  to  be
     complete in the first half of 2009.

     On  May  30, 2008, the Marine Division entered into an Amended
     and Restated Terminal Agreement ("Amended Terminal Agreement")
     with   Miami-Dade   County  ("County")  for  marine   terminal
     operations  pursuant  to  which Seaboard  Marine  renewed  its
     existing  Terminal Agreement with the County at  the  Port  of
     Miami.   The  Amended Terminal Agreement will enable  Seaboard
     Marine  to  continue its existing operations at  the  Port  of
     Miami.   The  Amended Terminal Agreement has  a  term  through
     September  30, 2028, with two five-year renewal  options,  the
     exercise of which are subject to certain conditions.

     During  2007,  Seaboard launched a plan to  expand  the  sugar
     business  in  the Sugar & Citrus Division.  As  part  of  this
     plan,  in  2007 Seaboard purchased land, planted an additional
     15,000  acres of sugar cane and started expanding the  alcohol
     distillery  operations.  The alcohol distillery expansion  was
     completed  in 2008. This expansion has raised sugar production
     from   approximately  200,000  metric   tons   per   year   to
     approximately  230,000  metric tons  per  year  and  increased
     alcohol  production capacity from approximately  four  million
     gallons per year to approximately 13 million gallons per year.

     The  Sugar and Citrus Division is in the process of developing
     a  40  megawatt  cogeneration  power  plant.   This  plant  is
     expected to be completed in 2010.  In addition, management  is
     reviewing its strategic options for the citrus business.

     On  March 2,  2009, an agreement became effective under  which
     Seaboard  will  sell  its two power barges  in  the  Dominican
     Republic  for  $70.0 million, which will use such  barges  for
     private use.  The agreement calls for the sale to occur on  or
     around January 1, 2011.  Seaboard will be responsible for  the
     wind down and decommissioning costs of the barges.  Completion
     of  the  sale  is dependent upon the satisfaction  of  several
     conditions, including meeting certain baseline performance and
     emission  tests.  Failure to satisfy or cure any  deficiencies
     could result in the agreement being terminated.  Seaboard will
     retain  all  other physical properties of its power generation
     business,  and  is considering options to continue  its  power
     business  in  the Dominican Republic after the sale  of  these
     assets is completed.

<PAGE> 5


     (iii)  Sources and Availability of Raw Materials

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

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

     Seaboard uses the registered trademark of Seaboard.

     The  Pork Division uses registered trademarks relating to  its
     products, including Seaboard Farms,  Prairie Fresh,   A  Taste
     Like  No Other,  Daily's,  Daily's Premium Meats Since   1893,
     High Plains Bioenergy,  Prairie Fresh Prime,   Seaboard Foods,
     Buffet  Brand  and Seaboard Farms, Inc.    Seaboard  considers
     the  use  of  these trademarks important to the marketing  and
     promotion of its pork products.

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

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

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

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

     (v)  Seasonal Business

     Profits  from processed pork are generally higher in the  fall
     months. However, for both 2008 and 2007, elevated grain prices
     without  a  comparable increase in live  hog  prices,  lowered
     profits  from  hog production offsetting the generally  higher
     fall processing profits from previous years.  Sugar prices  in
     Argentina  are  generally lower during the  typical  sugarcane
     harvest  period  between June and November.  Seaboard's  other
     divisions are not seasonally dependent to any material extent.

     (vi) Practices Relating to Working Capital Items

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

     (vii)  Depending on a Single Customer or Few Customers

     Seaboard does not have sales to any one customer equal to  ten
     percent  or more of consolidated revenues.  The Pork  Division
     derives  approximately 12 percent of its revenues from  a  few
     customers  in  Japan  through one agent.  The  Power  Division
     sells  power in the Dominican Republic to a limited number  of
     contract  customers and on the spot market accessed  primarily
     by  three  wholly  or partially government-owned  distribution
     companies.   Approximately  40% of  its  power  generation  is
     provided for one government-owned distribution company under a
     short-term   contract   and  for  which   Seaboard   bears   a
     concentrated credit risk as this customer, from time to  time,
     has  significant  past due balances.   No other  division  has
     sales to a few customers which, if lost, would have a material
     adverse effect on any such division or on Seaboard taken as  a
     whole.

     (viii) Backlog

     Backlog is not material to Seaboard's businesses.

     (ix) Government Contracts

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

     (x)  Competitive Conditions

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


<PAGE> 6

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

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

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

     (xi) Research and Development Activities

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

     (xii)     Environmental Compliance

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

     (xiii)    Number of Persons Employed by Registrant

     As  of December 31, 2008, Seaboard, excluding non-consolidated
     foreign  affiliates, had 10,734 employees, of whom 5,714  were
     employed  in the United States.  Approximately 2,000 employees
     in   Seaboard's  Pork  Division  were  covered  by  collective
     bargaining  agreements  as  of December  31,  2008.   Seaboard
     considers its employee relations to be satisfactory.

(d)  Financial Information about Geographic Areas

In  addition  to  the  narrative  disclosure  provided  below,  the
financial information relating to export sales required by  Item  1
of  Form  10-K is incorporated herein by reference to  Note  13  of
Seaboard's Consolidated Financial Statements appearing on pages  56
through 59 of Seaboard's Annual Report to Stockholders furnished to
the Commission pursuant to Rule 14a-3(b) and attached as Exhibit 13
to this report.

Seaboard  considers  its  relations with  the  governments  of  the
countries  in  which  its foreign subsidiaries and  affiliates  are
located  to  be  satisfactory,  but these  foreign  operations  are
subject  to  risks of doing business in lesser-developed  countries
which  are  subject  to  potential  civil  unrests  and  government
instabilities,  increasing the exposure to potential expropriation,
confiscation, war, insurrection, civil strife and revolution, sales
price  controls,  currency inconvertibility  and  devaluation,  and
currency  exchange controls.  To minimize certain of  these  risks,
Seaboard  has  insured certain investments in its  affiliate  flour
mills in Democratic Republic of Congo, Haiti, Lesotho, Republic  of
Congo  and  Zambia, to the extent available and deemed  appropriate
against certain of these risks with the Overseas Private Investment
Corporation,  an  agency of the United States Government.   At  the
date  of this report, Seaboard is not aware of any situations which
could have a material effect on Seaboard's business.

(e)  Available Information

Seaboard electronically files with the Commission annual reports on
Form  10-K, quarterly reports on Form 10-Q, current reports on Form
8-K  and  amendments to those reports pursuant to Section 13(a)  or
15(d)  of  the  Exchange Act.  The public may  read  and  copy  any
materials filed with the Commission at their public reference  room
located  at 100 F Street N.E., Washington, D.C. 20549.  The  public
may obtain further information concerning the public reference room
and  any  applicable  copy  charges, as  well  as  the  process  of
obtaining copies of filed documents by calling the Commission at 1-
800-SEC-0330.

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

<PAGE> 7

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

Item 1A.  Risk Factors

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

(a) General

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

      -    food spoilage or food contamination;

      -    evolving consumer preferences and nutritional and health-
           related concerns;

      -    federal, state and local food processing controls;

      -    consumer product liability claims;

      -    product tampering;

      -    the  possible unavailability and/or expense of liability
           insurance.

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

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

       -    changes in foreign currency exchange rates;

       -    foreign currency exchange controls;

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

       -    hyperinflation;

       -    heightened customer credit risk;

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

       -    potentially  negative  consequences  from changes in tax
            laws;

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

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

      Seaboard  cannot provide assurance that it will be  successful
      in competing effectively in international markets.

  (3) Deterioration  of  Economic Conditions Could Negatively Impact
      Seaboard's  Business.  Seaboard's  business  may be  adversely
      affected by changes in national or global economic conditions,
      including inflation,  interest rates, availability of  capital
      markets,  consumer  spending  rates, energy  availability  and
      costs  and  the  effects of governmental initiatives to manage
      economic conditions.   Any such changes could adversely affect
      the  demand  for  our  pork  products,   grains  and  shipping
      services,  or  the  cost  and   availability of our needed raw
      materials   and   packaging   materials,  thereby   negatively
      affecting our financial results.    The  recent disruptions in
      credit  and  other  financial  markets  and  deterioration  of
      national and global economic conditions,    could, among other
      things:

       -    impair the financial  condition of some of our customers
            and  suppliers  thereby increasing customer bad debts or
            non-performance by customers and suppliers;

       -    negatively  impact  global demand  for protein products,
            which  could  result  in a reduction of sales, operating
            income and cash flows;

<PAGE> 8

       -    decrease the value of our investments in equity and debt
            securities, including pension plan assets; and

       -    impair the financial viability of our insurers.

  (4) Ocean Transportation Has Inherent Risks.  Seaboard's owned and
      chartered  vessels  along with  related cargoes are at risk of
      being damaged or lost because of events such as:

       -    marine disasters;

       -    bad weather;

       -    mechanical failures;

       -    grounding, fire, explosions and collisions;

       -    human error; and

       -    war and terrorism.

      All of these hazards can result in death or injury to persons,
      loss  of property, environmental damages, delays or rerouting.
      If one of Seaboard's vessels were involved in an accident, the
      resulting media coverage could have a material adverse  effect
      on  Seaboard's  business, financial condition and  results  of
      operations.

  (5) Seaboard's  Common Stock is Thinly Traded and Subject to Daily
      Price  Fluctuations.  The  common stock of Seaboard is closely
      held  (72.1% is  owned by Seaboard Flour, which is owned by S.
      Bresky  and  other  members of  the Bresky family) and  thinly
      traded  on  a  daily basis on the NYSE Alternext US (formerly,
      American Stock Exchange).   Accordingly,  the price of a share
      of common stock can  fluctuate more significantly from day-to-
      day than a widely  held  stock  that  is  actively traded on a
      daily basis.

(b) Pork Division

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

  (2) Increases  in  Costs  of  Seaboard's Feed Components  and  Hog
      Purchases  Could  Adversely  Affect   Seaboard's   Costs   and
      Operating Margins.  Feed costs are the most significant single
      component of the  cost  of  raising hogs and can be materially
      affected  by commodity price fluctuations for corn and soybean
      meal.   The   results  of  Seaboard's   Pork  Division  can be
      negatively  affected  by  increased  costs  of Seaboard's feed
      components.  The recent increase    in construction of ethanol
      plants  has  elevated  this  risk  as  it  has  increased  the
      competing  demand  for  feed  ingredients,   primarily   corn.
      Similarly,  accounting  for  approximately  25%  of Seaboard's
      total hogs slaughtered, the cost of third party hogs purchased
      fluctuates  with market conditions and can have an  impact  on
      Seaboard's  total  costs.   The  cost  and  supply   of   feed
      components  and  the  third  party  hogs  that we purchase are
      determined by constantly  changing market forces of supply and
      demand, which are  driven  by  matters  over  which we have no
      control, including weather, current   and  projected worldwide
      grain stocks and prices, grain export prices and  supports and
      governmental   agricultural   policies.   Seaboard attempts to
      manage certain of these risks through the use     of financial
      instruments,   however   this   may also  limit its ability to
      participate  in  gains  from favorable commodity fluctuations.
      Unless  wholesale  pork   prices   correspondingly   increase,
      increases  in  the  prices of Seaboard's feed components or in
      the cost  of third party hogs purchased would adversely affect
      Seaboard's operating margins.

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

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

<PAGE> 9

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

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

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

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

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

 (10) Discontinuation    of    Tax    Credits  for  Biodiesel  Could
      Adversely  Affect Seaboard's Results of Operations.   Seaboard
      will obtain Federal and State tax credits for the biodiesel it
      produces  and  sells.   The Federal tax  credit  is  currently
      scheduled  to expire on December 31, 2009, and if not  renewed
      could  adversely affect Seaboard's results of  operations  and
      could result in the potential impairment of the recorded value
      of  property,  plant and equipment related  to  the  biodiesel
      processing facility.

 (11) Operations     of     Biodiesel  Production   Facility.    The
      profitability of Seaboard's biodiesel plant could be adversely
      affected  by  various factors, including the market  price  of
      pork  and  other  animal  fat which  is  utilized  to  produce
      biodiesel,  and  the market price for biodiesel.   Unfavorable
      changes  in  these prices over extended periods of time  could
      adversely  affect Seaboard's results of operations  and  could
      result  in the potential impairment of the recorded  value  of
      the property, plant and equipment related to this facility.

 (c) Commodity Trading & Milling Division

  (1) Seaboard's  Commodity  &  Milling Division is Subject to Risks
      Associated with Foreign Operations.  This division principally
      operates in Africa, Bermuda, South America  and  the Caribbean
      and, in  most  cases, in what are generally


<PAGE> 10

      regarded to  be  lesser  developed  countries.   Many of these
      foreign  operations  are subject to risks of doing business in
      lesser-developed  countries  which  are  subject  to potential
      civil  unrests  and  government  instabilities, increasing the
      exposure  to  potential  expropriation,   confiscation,   war,
      insurrection,   civil   strife   and   revolution,    currency
      inconvertibility  and  devaluation,   and   currency  exchange
      controls,  in  addition  to  the  risks of overseas operations
      mentioned  in  clause  (a)(2)   above.  In  addition,  foreign
      government   policies   and  regulations  could  restrict  the
      purchase  of  various grains, reducing or  limiting Seaboard's
      ability to access grains or  to  limit  Seaboard's sales price
      for grains sold in local markets.

  (2) Fluctuations  in Commodity Grain Prices Could Adversely Affect
      the Business of Seaboard's Commodity & Milling Division.  This
      division's  sales  are significantly affected  by  fluctuating
      worldwide prices for various commodities, such as wheat, corn,
      soybeans  and rice.  These prices are determined by constantly
      changing  market forces of supply and demand as well as  other
      factors  over which Seaboard has little or no control.   North
      American  and  European  subsidized  wheat  and flour exports,
      including  donated  food  aid,  and world-wide  and local crop
      production  can   contribute   to   these  fluctuating  market
      conditions and can have a  significant  impact  on the trading
      and milling businesses' sales,    value of commodities held in
      inventory and operating income.  The     current unprecedented
      volatility of grain prices increase certain     business risks
      including holding high priced inventory or  the  potential for
      reduced   sales   volumes.  These   risks   can   increase  if
      governments  impose  sale  price  controls or seek to preserve
      local  food  supply  by  banning exports, if grain prices fall
      significantly and  competitors hold lower priced positions, or
      if  customers  default,  which  could result in write-downs of
      inventory  values  and  an increase  in bad debts.  Seaboard's
      results   of   operations   could  be  adversely  affected  by
      fluctuations in commodity prices.

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

  (4) This Division Uses a Material Amount of Derivative Products to
      Manage Certain Market Risks.  The commodity trading portion of
      the  business   enters   into  various commodity  derivatives,
      foreign exchange derivatives and freight derivatives to create
      what  management  believes  is an economic hedge for commodity
      trades it  executes or intends  to execute with its customers.
      From time to time, this portion of the business may enter into
      speculative  derivative  transactions  related  to  its market
      risks.  Failure  to  execute  or  improper  execution   of   a
      derivative  position  or  a  firmly committed sale or purchase
      contract, a speculative transaction that    closes without the
      desired result or exposure to counter party risk could have an
      adverse impact on the results of operations and     liquidity.

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

(d) Marine Division

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

  (2) Chartered Ships Are Subject to Fluctuating Rates.  The largest
      expense  for  this  division  is  typically time charter cost.
      Certain  of  the ships are under charters longer than one year
      while others  are  less  than  one year.  These costs can vary
      greatly due to  a  number  of  factors including the worldwide
      supply  and  demand  for  shipping.  It  is  not  possible  to
      determine in advance whether  a  charter  contract for more or
      less than one year will be favorable  to  Seaboard's business.
      Accordingly, entering into long-term    charter hire contracts
      during periods of decreasing charter hire costs  or short term
      charter  hire  contracts  during periods of increasing charter
      hire costs could have an adverse effect  on Seaboard's results
      of operation.

<PAGE> 11

  (3) Fuel  Prices  Can  Adversely Affect Seaboard's Business.  Ship
      fuel  expenses  are  one  of  the division's largest expenses.
      These  costs  can  vary greatly from year-to-year depending on
      world fuel  prices. Also,  but  to a lesser extent, fuel price
      increases can impact the cost of inland transportation costs.

  (4) Hurricanes   Can  Disrupt  Operations in the Caribbean  Basin.
      Seaboard's port operations  throughout the Caribbean Basin can
      be  subject  to  disruption  due  to hurricanes, especially at
      Seaboard's  major  ports in Miami, Florida and Houston, Texas,
      which could have  an  adverse  effect  on   our   results   of
      operations

  (5) Seaboard  is  Subject to Complex Laws and Regulations that Can
      Adversely  Affect the Revenues, Cost, Manner or Feasibility of
      Doing Business.   Federal, state and local laws  and  domestic
      and  international   regulations   governing worker health and
      safety,  environmental protection, port and terminal security,
      and the  operation  of vessels significantly affect Seaboard's
      operations,   including  rate  discussions  and  other related
      arrangements.  Many  aspects of the marine industry, including
      rate   agreements,   are  subject   to  extensive governmental
      regulation by the  Federal Maritime Commission, the U.S. Coast
      Guard,   and   U.S.  Customs  and Border  Protection,  and  to
      regulation by private industry organizations.  Compliance with
      applicable  laws,  regulations  and  standards   may   require
      installation of costly equipment or operational changes, while
      the failure to comply may result in   administrative and civil
      penalties, criminal sanctions or the suspension or termination
      of  Seaboard's  operations  or  detention  of its vessels.  In
      addition, future changes in laws, regulations and   standards,
      including allowed freight rate discussions and other   related
      arrangements,  may  result  in additional costs or a reduction
      in revenues.

(e) Sugar and Citrus Division

  (1) The  Success  of this Division Depends on the Condition of the
      Argentinean  Economy  and  Political  Climate.  This  division
      operates   a   sugar  mill  and alcohol production facility in
      Argentina, locally  growing a substantial portion of the sugar
      cane processed at the  mill.  In addition,  this division also
      grows oranges in Argentina.      The majority of the sales are
      within   Argentina.  Fluctuations  in  economic  conditions or
      changes  in the Argentine political climate can have an impact
      on the costs of  operations,  the  sale price  of products and
      export opportunities and the exchange rate of the    Argentine
      peso  to  the U.S. dollar.  In  this regard, local sale prices
      are affected  by  sugar import duties imposed by the Argentine
      government, which affects the volume of sugar imported to  and
      exported from that market.  If import duties are changed, this
      could have a negative impact on Seaboard's sale price of sugar.
      In  addition,  the  Argentine  government  attempts to control
      inflation  through  price  controls  on commodities, including
      sugar, which could  adversely  impact the local sales price of
      sugar  and  the  results  of  operations  for this division. A
      devaluation of the Argentine peso would have a negative impact
      on Seaboard's financial position.

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

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

(f) Power Division

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

<PAGE> 12

  (2) Increases  in  Fuel Costs  Could Adversely  Affect  Seaboard's
      Operating Margins.  Fuel is the largest cost component of this
      division's  business and, therefore, margins may be  adversely
      affected by fluctuations in fuel if such  increases can not be
      fully passed to customers.

  (3) Ability   to   Meet  Obligations Under Asset  Sale  Agreement.
     Seaboard's  agreement  to  sell  its  Dominican Republic barges
     requires  that  they  meet  certain  performance  standards  at
     closing,  which  if  not  met  will result in Seaboard being in
     breach of  the  agreement  which  could  result   in   Seaboard
     incurring significant damages.

Item 1B.  Unresolved Staff Comments

None

Item 2.  Properties

(1)  Pork - Seaboard's Pork Division owns a hog processing plant in
Guymon,  Oklahoma,  which opened in 1995.  It has  a  daily  double
shift  capacity to process approximately 18,500 hogs and  generally
operates  at  capacity with additional weekend shifts depending  on
market   conditions.  The  plant  is  utilized  at  near   capacity
throughout the year.  In 2008, the Pork division made modifications
to  this  facility that increased daily double shift capacity  from
approximately   16,800  hogs  to  18,500  hogs.    Seaboard's   hog
production  operations  consist of  the  breeding  and  raising  of
approximately 4.0 million hogs annually at facilities it  primarily
owns or at facilities owned and operated by third parties with whom
it  has  grower  contracts.  This business owns  and  operates  six
centrally  located  feed mills which have a  combined  capacity  to
produce  approximately 1,700,000 tons of formulated  feed  annually
used  primarily to support Seaboard's existing hog production,  and
has  the capability of supporting additional hog production in  the
future.   These  facilities are located in Oklahoma, Texas,  Kansas
and Colorado.

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

The  Pork Division owns a processing plant in Guymon, Oklahoma with
the capacity to produce 30.0 million gallons of biodiesel annually,
which  is  currently produced from pork fat from Seaboard's  Guymon
pork  processing plant and from animal fat supplied by non-Seaboard
facilities.  The facility can also produce biodiesel from vegetable
oil.   Construction  of  this plant was  completed  in  the  second
quarter  of  2008.   Also  during 2008, Seaboard  entered  into  an
agreement  to  build  and operate a majority-owned  ham-boning  and
processing plant in Mexico.  The plant is currently expected to  be
completed in the first half of 2009.

(2)   Commodity Trading and Milling - Seaboard's Commodity  Trading
and  Milling  Division owns, in whole or in part,  grain-processing
and  related agribusiness operations in 12 countries which have the
capacity to mill approximately 7,900 metric tons of wheat and maize
per day.  In addition, Seaboard has feed mill capacity of in excess
of  129  metric tons per hour to produce formula animal feed.   The
milling  operations  located in Colombia,  Democratic  Republic  of
Congo, Ecuador, Guyana, Haiti, Kenya, Lesotho, Nigeria, Republic of
Congo, Sierra Leone, Uganda and Zambia own their facilities; and in
Kenya,  Lesotho, Mozambique, Nigeria, Republic of Congo and  Sierra
Leone  the  land on which the mills are located on is leased  under
long-term  agreements.   Certain  foreign  milling  operations  may
operate  at  less than full capacity due to low demand  related  to
poor  consumer purchasing power, excess milling capacity  in  their
competitive  environment and European-subsidized  wheat  and  flour
exports.  Seaboard also owns seven 9,000 metric-ton deadweight  dry
bulk  carriers, one 23,400 metric ton deadweight dry bulk  carrier,
and  "time  charters" (the charter of a vessel, whereby the  vessel
owner  is responsible to provide the captain and crew necessary  to
operate the vessel) under short-term agreements, between 13 and  29
bulk  carrier ocean vessels with deadweights ranging from 2,000  to
44,000 metric tons.

(3)   Marine  - Seaboard's Marine Division leases a 135,000  square
foot  off-port  warehouse and 81 acres of port  terminal  land  and
facilities  in  Miami, Florida which are used in its  containerized
cargo  operations.  Seaboard also leases an approximately  62  acre
cargo  handling  and  terminal facility in  Houston,  Texas,  which
includes several on-dock warehouses totaling approximately  690,000
square  feet  for  cargo storage.  At December 31,  2008,  Seaboard
owned 12 ocean cargo vessels with deadweights ranging from 2,600 to
19,500  metric  tons and time chartered 27 vessels under  contracts
ranging  from  approximately  one to  two  years  with  deadweights
ranging  from  3,400 to 21,500 metric tons.  In addition,  Seaboard
has  contracted to charter two vessels on a two-year time  charter.
Delivery  of these two time chartered ships, each with a deadweight
of  26,500  metric tons, is expected in the second  half  of  2009.
Seaboard  also owns or leases an aggregate of approximately  55,000
dry,  refrigerated and specialized containers and units of  related
equipment.

<PAGE> 13


(4)   Sugar  and  Citrus - Seaboard's Argentine  Sugar  and  Citrus
Division  owns  more  than 60,000 acres of  planted  sugarcane  and
approximately  3,000  acres of orange trees.   Depending  on  local
harvest  and market conditions, this business also purchases  third
party sugar and citrus for resale.  In addition, this division owns
a  sugar  mill  with  a  current capacity to process  approximately
230,000  metric tons of sugar and approximately 13 million  gallons
of alcohol per year.  This capacity is sufficient to process all of
the   cane  harvested  by  this  division  and  certain  additional
quantities  harvested on behalf of the third party farmers  in  the
region.   The sugarcane fields and processing mill are  located  in
northern   Argentina  in  the  Salta  Province,  which  experiences
seasonal  rainfalls that may limit the harvest season,  which  then
affects  the  duration of mill operations and quantities  of  sugar
produced.   During 2008, construction was completed on the  alcohol
distillery   operation  which  increased   the  alcohol  production
capacity  from  approximately four million gallons to approximately
13  million gallons per year.  During 2010, it is anticipated  that
construction will be completed on a 40 megawatt cogeneration  power
plant.  This division also owns a juice processing plant and  fresh
fruit  packaging plant with capacity to produce approximately 5,000
tons  of concentrated juice and package approximately 400,000 boxes
of fresh fruit annually.

(5)   Other - Seaboard's Power Division owns two floating  electric
power  generating  facilities, consisting of  a  system  of  diesel
engines  mounted  onto barge-type vessels, with  a  combined  rated
capacity of approximately 112 megawatts, both located on the  Ozama
River  in Santo Domingo, Dominican Republic.  Seaboard operates  as
an  independent power producer.  Seaboard is not directly  involved
in  the  transmission and distribution facilities that deliver  the
power to the end users but does have contracts to sell directly  to
third party users.  See "Status of Product or Segment" under Item 1
of  this  report  for discussion of the pending  sale  of  the  two
barges.

In  addition  to  the information provided above,  the  information
under   "Principal  Locations"  of  Seaboard's  Annual  Report   to
Stockholders furnished to the Commission pursuant to Rule  14a-3(b)
and attached as Exhibit 13 to this report is incorporated herein by
reference.

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

Item 3.  Legal Proceedings

The  information  required by Item 3 of Form 10-K  is  incorporated
herein by reference to Note 11 of Seaboard's Consolidated Financial
Statements  appearing  on page 53 of Seaboard's  Annual  Report  to
Stockholders furnished to the Commission pursuant to Rule  14a-3(b)
and attached as Exhibit 13 to this Report.

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

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

Executive Officers of the Registrant

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

Name (Age)                  Positions and Offices with Registrantand Affiliates

Steven J. Bresky (55)       President and Chief Executive Officer

Robert L. Steer  (49)       Senior Vice President, Chief Financial Officer

David M. Becker  (47)       Vice President, General Counsel and Secretary

Barry E. Gum (42)           Vice President, Finance and Treasurer

James L. Gutsch (55)        Vice President, Engineering

Ralph L. Moss (63)          Vice President, Governmental Affairs

David S. Oswalt (41)        Vice President, Taxation and Business Development


<PAGE> 14

Ty A. Tywater (39)          Vice President, Audit Services

John A. Virgo (48)          Vice President, Corporate Controller and
                            Chief Accounting Officer

Rodney K. Brenneman (44)    President, Seaboard Foods, LLC

David M. Dannov (47)        President, Seaboard Overseas and Trading Group

Edward A. Gonzalez (43)     President, Seaboard Marine Ltd.

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

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

Mr.  Becker  has  served  as Vice President,  General  Counsel  and
Secretary of Seaboard since December 2003.

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

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

Mr.  Moss  has  served as Vice President, Governmental  Affairs  of
Seaboard since December 2003.

Mr.  Oswalt  has  served as Vice President, Taxation  and  Business
Development of Seaboard since December 2003.

Mr.  Tywater  has  served  as  Vice President,  Audit  Services  of
Seaboard  since  November  2008 and previously  as  Internal  Audit
Director from 2002 to 2008.

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

Mr.  Brenneman  has  served as President  of  Seaboard  Foods,  LLC
(previously Seaboard Farms Inc.) since June 2001.

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

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


                              PART II

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

Seaboard's  Board of Directors intends that Seaboard will  continue
to pay quarterly dividends, with the actual amount of any dividends
being   dependant   upon  such  factors  as  Seaboard's   financial
condition,  results of operations and current and anticipated  cash
needs, including capital requirements.  As discussed in Note  8  of
the consolidated financial statements appearing on pages 46 and  47
of the Seaboard Corporation Annual Report to Stockholders furnished
to the Commission pursuant to Rule 14a-3(b) and attached as Exhibit
13  to  this  Report  (which discussion is incorporated  herein  by
reference),  Seaboard's ability to declare  and  pay  dividends  is
subject  to limitations imposed by the note agreements referred  to
there.

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

The following table sets forth information concerning any purchases
made by or on behalf of Seaboard or any "affiliated purchaser"  (as
defined  by  applicable  rules  of the  Commission)  of  shares  of
Seaboard's  common stock during the fourth quarter  of  the  fiscal
year covered by this report.

<PAGE> 15

Purchases  of  Equity  Securities  by  the  Issuer  and  Affiliated
Purchasers

                  Issuer Purchases of Equity Securities


                                                                    Approximate
                                                         Total      Dollar
                                                         Number     Value
                                                         of Shares  of Shares
                                                         Purchased  that May
                                                         as         Yet Be
                                                         Part of    Purchased
                                Total        Average     Publicly   Under the
                                Number       Price       Announced  Plans or
                                of Shares    Paid        Plans or   Programs
  Period                        Purchased    per Share   Programs

September 28 to October 31, 2008   -         $ n/a          n/a     $15,522,922
November 1 to November 30, 2008   241        $ 842.25       241     $15,319,940
December 1 to December 31, 2008   852        $ 961.86       852     $14,500,433
Total                           1,093        $ 935.49     1,093     $14,500,433

All  purchases  during the quarter were made under the authorization
from  our   Board   of  Directors announced on  August  8,  2007  to
purchase up to $50  million  of shares of Seaboard common stock.  An
expiration  date  of  August 31, 2009  has been specified  for  this
authorization.   All   purchases  were   made  through   open-market
purchases and all the repurchased shares have been retired.

In  addition  to  the  information provided above,  the  information
required  by Item 5 of Form 10-K is incorporated herein by reference
to  (a)  the  information  under "Stockholder  Information  -  Stock
Listing," (b) the dividends per common share information and  market
price  range per common share information under "Quarterly Financial
Data"  and  (c)  the  information under "Company Performance  Graph"
appearing  on pages 60, 9 and 8, respectively, of Seaboard's  Annual
Report to Stockholders furnished to the Commission pursuant to  Rule
14a-3(b) and attached as Exhibit 13 to this report.

Item 6.  Selected Financial Data

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

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

The  information  required by Item 7 of Form 10-K  is  incorporated
herein  by  reference to "Management's Discussion and  Analysis  of
Financial Condition and Results of Operations" appearing  on  pages
10 through 26 of Seaboard's Annual Report to Stockholders furnished
to the Commission pursuant to Rule 14a-3(b) and attached as Exhibit
13 to this Report.

Item  7A.   Quantitative and Qualitative Disclosures  About  Market
Risk

The  information  required by Item 7A of Form 10-K is  incorporated
herein  by  reference  to  (a)  the  material  under  the  captions
"Derivative Instruments and Hedging Activities" within  Note  1  of
Seaboard's Consolidated Financial Statements appearing on  page  37
of  Seaboard's  Annual  Report  to  Stockholders  furnished  to the
Commission pursuant to Rule 14a-3(b) and attached as Exhibit 13  to
this  Report,  and  (b) the material under the caption  "Derivative
Information"  within  "Management's  Discussion  and  Analysis   of
Financial Condition and Results of Operations" appearing  on  pages
24 through 26 of Seaboard's Annual Report to Stockholders furnished
to the Commission pursuant to Rule 14a-3(b) and attached as Exhibit
13 to this Report.

Item 8.  Financial Statements and Supplementary Data

The  information  required by Item 8 of Form 10-K  is  incorporated
herein  by  reference  to  Seaboard's "Quarterly  Financial  Data,"
"Report   of   Independent  Registered  Public  Accounting   Firm,"
"Consolidated   Statements  of  Earnings,"  "Consolidated   Balance
Sheets,"  "Consolidated  Statements of Cash  Flows,"  "Consolidated
Statements  of  Changes  in  Equity"  and  "Notes  to  Consolidated
Financial  Statements" appearing on page 9 and pages 28 through  59
of  Seaboard's  Annual  Report  to Stockholders  furnished  to  the
Commission pursuant to Rule 14a-3(b) and attached as Exhibit 13  to
this Report.

<PAGE> 16

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

Not applicable.

Item 9A.  Controls and Procedures

Evaluation  of Disclosure Controls and Procedures - As of  December
31,  2008, Seaboard's management has evaluated, under the direction
of   our   chief  executive  and  chief  financial  officers,   the
effectiveness of Seaboard's disclosure controls and procedures,  as
defined in Exchange Act rule 13a - 15(e).  Based upon and as of the
date  of  that  evaluation, Seaboard's chief  executive  and  chief
financial  officers  concluded that Seaboard's disclosure  controls
and  procedures were effective to ensure that information  required
to  be  disclosed  in the reports it files and  submits  under  the
Securities  Exchange Act of 1934 is recorded, processed, summarized
and  reported  as and when required.  It should be noted  that  any
system of disclosure controls and procedures, however well designed
and  operated,  can  provide  only reasonable,  and  not  absolute,
assurance  that the objectives of the system are met.  In addition,
the  design of any system of disclosure controls and procedures  is
based  in  part  upon  assumptions about the likelihood  of  future
events.   Due to these and other inherent limitations of  any  such
system,  there  can  be no assurance that any  design  will  always
succeed  in  achieving its stated goals under all potential  future
conditions.

Management's Report on Internal Control Over Financial Reporting  -
Information   required   by  Item  9A  of  Form   10-K   concerning
management's  report on Seaboard's internal control over  financial
reporting,   as   defined  in  Exchange  Act  rule   13a-15(f)   is
incorporated herein by reference to Seaboard's "Management's Report
on  Internal Control over Financial Reporting" appearing on page 27
of  Seaboard's  Annual  Report  to Stockholders  furnished  to  the
Commission pursuant to Rule 14a-3(b) and attached as Exhibit 13  to
this report.

Registered   Public   Accounting  Firm's   Attestation   Report   -
Information  required by Item 9A of Form 10-K with respect  to  the
registered   public   accounting  firm's  attestation   report   on
Seaboard's   internal   controls  over   financial   reporting   is
incorporated   herein  by  reference  to  "Report  of   Independent
Registered  Public  Accounting  Firm"  appearing  on  page  29   of
Seaboard's   Annual  Report  to  Stockholders  furnished   to   the
Commission pursuant to Rule 14-3(b) and attached as Exhibit  13  to
this report.

Change  in  Internal  Controls  -  There  has  been  no  change  in
Seaboard's internal control over financial reporting that  occurred
during  the  fiscal  quarter  ended  December  31,  2008  that  has
materially affected, or is reasonably likely to materially  affect,
Seaboard's internal control over financial reporting.

Item 9B.  Other Information

Seaboard    Corporation   ("Seaboard")    and    its    subsidiary,
Transcontinental  Capital Corp. (Bermuda)  Ltd.  ("TCCB"),  entered
into  an  Asset  Purchase Agreement by and among TCCB,  as  Seller,
Seaboard,   as   Seller-Parent,   and   Pueblo   Viejo   Dominicana
Corporation, as Buyer ("Pueblo Viejo"), dated September  23,  2008,
which  agreement  was amended by that certain  Amendment  to  Asset
Purchase  Agreement among TCCB, Seaboard and Pueblo Viejo dated  as
of  March  2, 2009  (collectively,  the "Agreement").   Pursuant to
the  Agreement,  TCCB has agreed to sell to Pueblo  Viejo  its  two
power barges in the Dominican Republic for a purchase price of  $70
million, which will use such barges for private use.  The Agreement
calls for the sale to occur at or around January 1, 2011.  Upon the
satisfaction of certain conditions, which are expected  to  be  met
during    March  2009,   $15  million   will   be   paid  to   TCCB
and the $55 million balance of the purchase price will be paid into
escrow and paid to TCCB at the closing of the sale.  Seaboard  will
be  responsible for the wind down and decommissioning costs of  the
barges.   Completion of the sale is dependent upon several  issues,
including meeting certain baseline performance and emission  tests.
Failure  to  satisfy or cure any deficiencies could result  in  the
Agreement being terminated.  Seaboard could be responsible  to  pay
liquidated  damages of up to approximately $15  million  should  it
fail   to  perform  its  obligations  under  the  Agreement,  after
expiration  of  applicable cure and grace periods.   Seaboard  will
retain  all  other  physical properties of  this  business  and  is
considering options to continue its power business in the Dominican
Republic after the sale of these assets is completed.

<PAGE> 17


                             PART III

Item 10.  Directors,  Executive Officers and Corporate Governance

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

Seaboard  has  a  Code of Ethics Policy (the Code)  for  directors,
officers  (including our chief executive officer,  chief  financial
officer,   chief   accounting  officer,  controller   and   persons
performing  similar functions) and employees.  Seaboard has  posted
the  Code on its internet website, www.seaboardcorp.com, under  the
"About  Us"  tab  and  intends to disclose any future  changes  and
waivers to the Code by posting such information on that website.

In  addition  to  the information provided above,  the  information
required  by  Item  10  of  Form 10-K  is  incorporated  herein  by
reference  to (a) the disclosure relating to directors under  "Item
1:   Election  of  Directors" appearing on  page  5  of  Seaboard's
definitive proxy statement filed pursuant to Regulation 14A for the
2009  annual meeting of Stockholders ("2009 Proxy Statement"),  (b)
the  disclosure relating to Seaboard's audit committee  and  "audit
committee  financial expert" and its director nomination procedures
under "Board of Directors Information -- Committees of the Board --
Audit  Committee" and "Board of  Directors Information --  Director
Nominations"  appearing  on  pages  6  and  7  of  the  2009  Proxy
Statement,  and  (c)  the disclosure relating to  late  filings  of
reports required under Section 16(a) of the Securities Exchange Act
of   1934  under  "Section  16(a)  Beneficial  Ownership  Reporting
Compliance" appearing on  page 24 of the 2009 Proxy Statement.

Item 11.  Executive Compensation

The  information  required by Item 11 of Form 10-K is  incorporated
herein  by reference to (a) the disclosure relating to compensation
of  directors under "Board of Directors Information -- Compensation
of  Directors"  and "Employment Arrangements with  Named  Executive
Officers" appearing on page 7 and pages 10 and 11 of the 2009 Proxy
Statement,  and  (b)  the disclosure relating  to  compensation  of
executive   officers  under  "Executive  Compensation   and   Other
Information,"   "Benefit   Plans"   and   "Compensation   Committee
Interlocks  and  Insider  Participation,"  "Compensation  Committee
Report"  and  "Compensation Discussion and Analysis"  appearing  on
pages  8  and   9,  and  pages 11 through  21  of  the  2009  Proxy
Statement.

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

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

In  addition  to  the information provided above,  the  information
required  by  Item  12  of   Form 10-K is  incorporated  herein  by
reference  to  the  disclosure under "Principal  Stockholders"  and
"Share Ownership of Management and Directors" appearing on pages  3
and 4 of the 2009 Proxy Statement.

Item  13.   Certain  Relationships and  Related  Transactions,  and
Director Independence

The  information  required by Item 13 of Form 10-K is  incorporated
herein by reference to the disclosure under "Compensation Committee
Interlocks and Insider Participation" appearing on pages 20 and  21
of  the  2009 Proxy Statement, and the disclosure under  "Board  of
Directors  Information  -  Controlled Corporation"  and  "Board  of
Directors Information - Committees of the Board" appearing on  page
6 of the 2009 Proxy Statement.

Item 14.  Principal Accounting Fees and Services

The  information  required by Item 14 of Form 10-K is  incorporated
herein  by reference to the disclosure under "Item 2  Selection  of
Independent Auditors" appearing on pages 21 through 23 of the  2009
Proxy Statement.

<PAGE> 18

                              PART IV

Item 15.  Exhibits, Financial Statement Schedules

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

  1.Consolidated financial statements.

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

  2.Consolidated financial statement schedules.

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

  3.Exhibits.

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

     3.2 Seaboard's  By-laws, as amended.  Incorporated  herein  by
         reference  to  Exhibit  3.2 of Seaboard's  Form  10-K  for
         fiscal year ended December 31, 2006.

     4.1 Seaboard Corporation Note Purchase Agreement dated  as  of
         September 30, 2002 between Seaboard and various purchasers
         as   listed  in  the  exhibit.   Incorporated  herein   by
         reference to Exhibit 4.3 of Seaboard's Form 10-Q  for  the
         quarter ended September 28, 2002.

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

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

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

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

     4.6 Amended and Restated Terminal Agreement between Miami-Dade
         County  and  Seaboard  Marine  Ltd.  for  Marine  Terminal
         Operations,  dated May 30, 2008.  Incorporated  herein  by
         reference to Exhibit 10.1 of Seaboard's Form 8-K dated May
         30, 2008.

     4.7 Amended  and  Restated Credit Agreement between  Borrowers
         and   Bank   of  America,  N.A.,  dated  July   10,   2008
         ($300,000,000 revolving credit facility expiring  July  9,
         2013).   Incorporated herein by reference to Exhibit  10.1
         of Seaboard's Form 8-K dated July 10, 2008.

   10.1* Seaboard  Corporation  409A  Executive   Retirement   Plan
         Amended and Restated Effective January 1, 2009 and   dated
         December  22,  2008,  amending  and restating the Seaboard
         Corporation Executive Retirement Plan , 2005 Amendment and
         Restatement dated March 6, 2006.

   10.2* Seaboard Corporation Executive Deferred Compensation  Plan
         as  Amended  and  Restated  Effective  January 1, 2009 and
         dated  December  22,  2008,  amending  and  restating  the
         Seaboard Corporation Executive Deferred Compensation  Plan
         dated December 29, 2005.

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

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

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

<PAGE> 19

   10.6* Seaboard  Corporation  Retiree  Medical  Benefit  Plan  as
         Amended  and Restated Effective January 1, 2009 and  dated
         December  22,  2008, amending and restating  the  Seaboard
         Corporation  Retiree Medical Benefit Plan dated  March  4,
         2005.

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

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

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

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

  10.11* Employment  Agreement  between  Seaboard  Corporation  and
         Edward  A.  Gonzalez  dated July  1,  2005.   Incorporated
         herein by reference to Exhibit 10.14 of Seaboard's Form 10-
         K for fiscal year ended December 31, 2006.

  10.12* Seaboard Corporation Nonqualified   Deferred  Compensation
         Plan  Effective January 1,  2009  and  dated December  22,
         2008, amending and restating  the  Seaboard    Corporation
         Nonqualified    Deferred    Compensation    Plan     dated
         December 29, 2005.

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

  10.14* Employment    Agreement    between    Seaboard    Overseas
         Trading  Group  and David M. Dannov dated  July  1,  2006.
         Incorporated  herein  by reference  to  Exhibit  10.17  of
         Seaboard's  Form 10-K for fiscal year ended  December  31,
         2006.

  10.15* Second    Amendment    to   Employment  Agreement  between
         Seaboard Corporation and Edward A. Gonzalez dated  January
         17,  2007.   Incorporated herein by reference  to  Exhibit
         10.18  of  Seaboard's  Form 10-K  for  fiscal  year  ended
         December 31, 2006.

  10.16* First    Amendment   to   Employment   Agreement   between
         Seaboard  Corporation and Steven J. Bresky dated  December
         15, 2008.

  10.17* First    Amendment    to    Employment  Agreement  between
         Seaboard  Corporation and Robert L. Steer  dated  December
         15, 2008.

  10.18* First    Amendment   to   Employment   Agreement   between
         Seaboard Foods LLC, formerly known as Seaboard Farms Inc.,
         and Rodney K. Brenneman dated December 15, 2008.

  10.19* Third   Amendment   to   Employment   Agreement    between
         Seaboard Marine Ltd. and Edward A. Gonzalez dated December
         15, 2008.

  10.20* First   Amendment    to    Employment   Agreement  between
         Seaboard Overseas Trading Group and David M. Dannov  dated
         December 15, 2008.

  10.21  Asset Purchase Agreement by  and    among Transcontinental
         Capital Corporation (Bermuda)  Ltd. (as Seller),  Seaboard
         Corporation (as Seller-Parent) and Pueblo Viejo Dominicana
         Corporation (as Buyer), dated  as  of September 23, 2008.

  10.22  Amendment     to    Asset    Purchase   Agreement   amount
         Transcontinental  Capital  Corporation   (Bermuda)   Ltd.,
         Seaboard Corporation and Pueblo Viejo dated  as  of  March
         2, 2009.

<PAGE> 20


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

     21   List of subsidiaries.

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

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

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

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

  *  Management contract or compensatory plan or arrangement.

(b)  Exhibits.

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


(c)  Financial Statement Schedules.

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

<PAGE> 21

                           SIGNATURES

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

                      SEABOARD CORPORATION

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

Date: March 2, 2009                         Date: March 2, 2009



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

Date: March 2, 2009



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

Date: March 2, 2009                         Date: March 2, 2009



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

Date: March 2, 2009                         Date: March 2, 2009



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

Date: March 2, 2009

<PAGE> 22




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


                                                           Stockholders'
                                                        Annual Report Page

Report of Independent Registered Public Accounting Firm         28

Consolidated Statement of Earnings for the years
 ended December 31, 2008, December 31, 2007 and
 December 31, 2006                                              30

Consolidated Balance Sheets as of December 31, 2008
 and December 31, 2007                                          31

Consolidated Statement of Cash Flows for the years
 ended December 31, 2008, December 31, 2007 and
 December 31, 2006                                              32

Consolidated Statement of Changes in Equity for the
 years ended December 31, 2008, December 31, 2007 and
 December 31, 2006                                              33

Notes to Consolidated Financial Statements                      34

The foregoing is incorporated herein by reference.

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

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

II - Valuation and Qualifying Accounts for the years ended
     December 31, 2008, 2007 and 2006                           F-3

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

<PAGE> F-1

     REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders
Seaboard Corporation:

Under   date  of  March 2, 2009,  we reported on the consolidated
balance  sheets  of  Seaboard Corporation and  subsidiaries  (the
Company)  as  of  December 31, 2008 and  2007,  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, 2008, as contained in the December 31, 2008  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,  2008.
In  connection with our audits of the aforementioned consolidated
financial  statements, we also audited the  related  consolidated
financial statement schedule as listed in the accompanying index.
This  financial statement schedule is the responsibility  of  the
Company's  management.   Our  responsibility  is  to  express  an
opinion on this financial statement schedule based on our audits.

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

Our   report   dated   March  2, 2009   contains  an  explanatory
paragraph  that states the Company adopted Statement of Financial
Accounting  Standards No. 158, Employers' Accounting for  Defined
Benefit Pension and Other Postretirement Plans, in 2006.



                                   KPMG LLP

Kansas City, Missouri
March 2, 2009

<PAGE> F-2


<TABLE>
<CAPTION>

                                                      Schedule II

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



                                   Balance at       Provision   Net deductions   Balance at
                                beginning of year      (1)           (2)         end of year
<S>                                  <C>              <C>           <C>            <C>
Year ended December 31, 2008:

  Allowance for doubtful accounts    $ 8,060            776         (1,533)        $ 7,303

Year ended December 31, 2007:

  Allowance for doubtful accounts    $14,638          1,401         (7,979)        $ 8,060

Year ended December 31, 2006:

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

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

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

</TABLE>

<PAGE> F-3