UNITED STATES
            SECURITIES AND EXCHANGE COMMISSION
                  Washington, D.C.  20549

                 SCHEDULE 14A INFORMATION
       Proxy Statement Pursuant to Section 14(a) of
            the Securities Exchange Act of 1934

                    (Amendment No. 1 )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as
    permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12

                   SEABOARD CORPORATION
_______________________________________________________________
     (Name of Registrant as Specified In Its Charter)
_______________________________________________________________
 (Name of Person(s) Filing Proxy Statement, if other than
  the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
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    6(i)(1) and 0-11.

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        applies:_______________________________________________

    (2) Aggregate  number  of  securities  to which transaction
        applies:_______________________________________________

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        computed pursuant to Exchange Act Rule 0-11 (set  forth
        the amount on which the filing fee  is  calculated  and
        state how it was determined):__________________________

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[ ] Check  box  if  any  part of the fee is offset as  provided
    by  Exchange  Act  Rule  0-11(a)(2) and identify the filing
    for   which   the   offsetting  fee  was  paid  previously.
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    number,  or  the  Form  or  Schedule and the  date  of  its
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    (4) Date filed:____________________________________________





                  SEABOARD CORPORATION
                  9000 West 67th Street
              Shawnee Mission, Kansas 66202

        NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                     APRIL 28, 2008

     Notice  is hereby given that the 2008 Annual Meeting
of  Stockholders  of  Seaboard  Corporation,  a  Delaware
corporation,  will  be  held  at  the  Newton   Marriott,
2345  Commonwealth Avenue, Auburndale, Massachusetts,  on
Monday,  April 28, 2008, commencing at 9:00  a.m.,  local
time,  and  thereafter as it may from  time  to  time  be
adjourned, for the following purposes:

     1.  To elect five directors to hold office until the
         2009  annual  meeting  of stockholders and until
         their respective successors are duly elected and
         qualified;

     2.  To  consider  and  act  upon  ratification   and
         approval  of  the  selection  of KPMG LLP as the
         independent auditors  of  Seaboard  for the year
         ending December 31, 2008; and

     3.  To  transact such other business as properly may
         come before the meeting.

     The  Board  of  Directors has  fixed  the  close  of
business on Monday, March 3  10 , 2008,
as the record date for  determination of the stockholders
entitled  to  notice   of,  and  to  vote  at, the annual
meeting.

     If you do not expect to attend the annual meeting in
person,  please  sign  and date the enclosed  proxy,  and
return it in the enclosed addressed envelope.

                              By  order  of the Board  of
                              Directors,


                              David M. Becker,
                              Vice President, General
                              Counsel and Secretary

March 10  14 , 2008



                 SEABOARD CORPORATION
                 9000 West 67th Street
            Shawnee Mission, Kansas  66202

                    PROXY STATEMENT
            ANNUAL MEETING OF STOCKHOLDERS
                    APRIL 28, 2008

                                         March 10  14 , 2008
Date, Time and Place of the Meeting

  This  proxy statement is furnished in connection with
the  solicitation  of proxies for  use  at  the  annual
meeting   of   stockholders  of  Seaboard   Corporation
("Seaboard")  to  be held on Monday,  April  28,  2008,
commencing  at  9:00  a.m.,  local  time,  and  at  any
adjournment  thereof.  The meeting is  called  for  the
purposes  set forth in the foregoing Notice  of  Annual
Meeting,  and  will  be  held at the  Newton  Marriott,
2345 Commonwealth Avenue, Auburndale, Massachusetts.

Stockholders Entitled to Vote at the Meeting

  Stockholders  of record as of the close  of  business
on  the  March 3  10 ,  2008  record
date  are  entitled to notice of, and  to  vote at, the
annual  meeting   and   at   any  adjournment  thereof.
Seaboard had 1,244,278.24  1,243,909.24
shares  of  common  stock, $1.00 par value, outstanding
and entitled to vote as of the record date.  Each  such
share  of common stock is entitled to one vote on  each
matter  properly  to  come before the  annual  meeting.
This  proxy  statement and the enclosed form  of  proxy
were  first sent or given to stockholders on  or  about
March 10  14 , 2008.

Quorum Requirement

  A  quorum  of  stockholders is necessary  to  hold  a
valid meeting.  A majority of our outstanding shares of
common  stock  on  the record date, or 622,140
621,955 shares,  will  be  needed to establish a
quorum for the annual meeting. Votes cast at the annual
meeting  will be tabulated by  persons  duly  appointed
to   act  as inspectors  of  election  and  voting  for
the  annual   meeting.   The inspectors of election and
voting  will treat  shares  represented by  a  properly
signed  and  returned  proxy  as  present at the annual
meeting  for purposes of  determining a quorum, without
regard  to whether the  proxy  is marked as  casting  a
vote or abstaining. Likewise, the inspectors will treat
shares   of  stock represented by "broker non-votes" as
present for  purposes  of determining a quorum.  Broker
non-votes  are  proxies with  respect to shares held in
record name  by  brokers  or  nominees, as to which (i)
instructions have not been received from the beneficial
owners or persons entitled to vote; (ii) the broker  or
nominee does   not   have  discretionary  voting  power
under applicable national securities exchange rules  or
the  instrument under which it serves in such capacity;
and  (iii) the record holder has indicated on the proxy
card  or  otherwise notified Seaboard that it does  not
have authority to vote such shares on that matter.



Attending the Meeting and Voting in Person

  If  you plan to attend the annual meeting and vote in
person,  we  will  give you a ballot when  you  arrive.
However,  if your shares are held in the name  of  your
broker, bank or other nominee (commonly referred to  as
being held in "street" name), proof of ownership may be
required  for  you to be admitted to  the  meeting.   A
recent  brokerage statement and letter from a  bank  or
broker are examples of proof of ownership.  If you want
to vote your shares of common stock held in street name
in  person  at  the meeting, you will  have  to  get  a
written  proxy  in your name from the broker,  bank  or
other nominee who holds your shares.

Voting by Proxy

  The  Board  of Directors solicits your proxy  in  the
form  enclosed  for  use at the  annual  meeting.   Any
stockholder  giving a proxy in the  enclosed  form  may
revoke  it  at  any  time before it  is  exercised.   A
stockholder  may revoke his or her proxy by  delivering
to  the  Secretary  of  Seaboard a  written  notice  of
revocation  or  a duly executed proxy bearing  a  later
date, or by attending the meeting and voting in person.
A  completed and signed proxy in the enclosed form,  if
received  in time for voting and not revoked,  will  be
voted  at  the  annual meeting in accordance  with  the
instructions of the stockholder.  Where a stockholder's
voting  instructions  are  not  specified,  the  shares
represented  by  the  proxy will  be  voted  "for"  the
election of the nominees for director listed herein and
"for"  ratification of the selection  of  KPMG  LLP  as
independent auditors for 2008.  The Board of  Directors
does  not  know  of any matters that  will  be  brought
before the meeting other than those referred to in  the
Notice of Annual Meeting.  However, if any other matter
properly comes before the meeting, it is intended  that
the  persons  named in the enclosed form of  proxy,  or
their substitutes acting thereunder, will vote on  such
matter   in   accordance  with  their  discretion   and
judgment.  If your shares of common stock are  held  in
street  name, you will receive instructions  from  your
broker,  bank or other nominee that you must follow  in
order  to  have your shares voted.  Seaboard will  bear
all  expenses  in  connection with the solicitation  of
proxies,  including preparing, assembling  and  mailing
this  proxy  statement.  After the initial  mailing  of
this proxy statement, proxies may be solicited by mail,
telephone,  facsimile  transmission  or  personally  by
directors,  officers, employees or agents of  Seaboard.
Brokerage  houses  and other custodians,  nominees  and
fiduciaries  will  be requested to  forward  soliciting
materials to beneficial owners of shares held of record
by  them,  and their reasonable out-of-pocket  expenses
will be paid by Seaboard.

Vote Required

  A   favorable  plurality  of  votes  cast  (a  number
greater  than  those cast for any other candidates)  is
necessary  to elect members of the Board of  Directors.
Accordingly, abstentions or broker non-votes as to  the
election  of directors will not affect the election  of
the  candidates receiving the plurality of votes.   The
other   proposals   set  forth   herein   require   the
affirmative vote of a majority of the shares present at
the meeting.  Shares represented by broker non-votes as
to  such  matters are treated as not being present  for
the  purposes of such matters, while abstentions as  to
such  matters  are  treated as being  present  but  not
voting in the affirmative.  Accordingly, the effect  of
broker non-votes is only to reduce the number of shares
considered to be present for the consideration of  such
matters, while abstentions will have the same effect as
votes against the matter.

 2

                PRINCIPAL STOCKHOLDERS

  The  following  table sets forth certain  information
as   of  January  31,  2008  regarding  the  beneficial
ownership  of  Seaboard's  common  stock  by   Seaboard
Flour LLC ("Seaboard Flour"), the only person known  to
us  to own beneficially 5 percent or more of Seaboard's
common   stock.    Unless  otherwise   indicated,   all
beneficial ownership consists of sole voting  and  sole
investment power.

     Name and Address             Amount and Nature of     Percent
   of Beneficial Owner            Beneficial Ownership    of Class

   Seaboard Flour (1)                  893,948.24           71.8%
   1320 Centre Street, Suite 200
   Newton Center, MA 02459

(1) S. Bresky,  Chairman  of  the  Board,  President  and
    Chief   Executive  Officer  of  Seaboard,  and  other
    members  of  the  Bresky  family,  including   trusts
    created  for their benefit, beneficially own  all  of
    the  common  units of Seaboard Flour.  S.  Bresky  is
    the  co-trustee and beneficiary of some of the trusts
    owning  Seaboard Flour units, and may  be  deemed  to
    have  indirect  beneficial  ownership  of  Seaboard's
    common stock held by Seaboard Flour by virtue of  his
    position  as  manager  of Seaboard  Flour,  with  the
    right  to  vote  Seaboard shares  owned  by  Seaboard
    Flour.

 3



      SHARE OWNERSHIP OF MANAGEMENT AND DIRECTORS

  The  following  table sets forth certain  information
as   of  January  31,  2008  regarding  the  beneficial
ownership  of Seaboard's common stock by  each  of  our
directors  and director nominees, each of our executive
officers  named  in the Summary Compensation  Table  on
page  8 and all of our directors and executive officers
as a group.

         Name of             Amount and Nature of     Percent
     Beneficial Owner        Beneficial Ownership     of Class

     Steven J. Bresky             906,347.24 (1)       72.8%
     David A. Adamsen                  20               *
     Douglas W. Baena                 100               *
     Kevin M. Kennedy                  15               *
     Joseph E. Rodrigues              200               *
     Robert L. Steer                  - 0 -             *
     Rodney K. Brenneman              - 0 -             *
     Edward A. Gonzalez               - 0 -             *
     David M. Dannov                   10               *
     All directors and executive  906,742.24 (1)       72.9%
     officers as a group (15 persons)
_________________

(1) The    shares    reported  include  2,538  shares  of
    Seaboard's     common    stock    owned     directly;
    893,948.24  shares  of Seaboard's common  stock  that
    may  be  attributed to S. Bresky  by  virtue  of  his
    position as sole manager of Seaboard Flour, with  the
    right  to  vote  Seaboard shares  owned  by  Seaboard
    Flour;  5,611 shares of Seaboard's common stock  that
    may  be  attributed to S. Bresky, as  co-executor  of
    the  H. H. Bresky estate, which owns such shares; and
    4,250  shares of Seaboard's common stock that may  be
    attributed  to  him  as  co-trustee  of  the  "Bresky
    Foundation"  trust.   All  of  the  common  units  of
    Seaboard  Flour  are  held by  S.  Bresky  and  other
    members  of  the  Bresky  family,  including   trusts
    created for their benefit.

* Less than one percent.

 4



            ITEM 1:  ELECTION OF DIRECTORS

  Our  Board  of  Directors has  fixed  the  number  of
directors at five.  Unless otherwise specified, proxies
will be voted in favor of the election as directors  of
the  following five persons for a term of one year  and
until their successors are elected and qualified.
                                                                     Director
      Name           Age    Principal Occupations and Positions       Since

Steven J. Bresky     54    Director and President and Chief            2005
                           Executive Officer (since July 2006),
                           Senior Vice President, International
                           Operations (2001-2006), Seaboard
                           Corporation; Manager, Seaboard Flour
                           (since 2006).

David A. Adamsen     56    Director and Chairman of Audit              1995
                           Committee, Seaboard Corporation; Vice
                           President - Wholesale & Manufacturing
                           (since 2005), The Penn Traffic Co.,
                           retail and wholesale food distribution
                           company; Vice President - Group General
                           Manager, Northeast Region (2001-2005),
                           Dean Foods Company, dairy specialty
                           food processor and distributor.

Douglas W. Baena     65    Director and Member of Audit Committee,     2001
                           Seaboard Corporation; Chief Executive
                           Officer (since 1997), CreditAmerica
                           Corporation, equipment leasing and
                           finance business.

Kevin M. Kennedy     48    Director and Member of Audit Committee,     2003
                           Seaboard Corporation; Chief Financial
                           Officer (since 2007), Nautilus Holdings
                           Ltd., vessel chartering company; Chief
                           Financial Officer (2005-2007), Seaspan
                           Corporation, vessel chartering company;
                           President and Chief Investment Officer
                           (2001-2005), Great Circle Management LLC,
                           private equity fund.

Joseph E. Rodrigues  71    Director, former Executive Vice President   1990
                           and Treasurer (retired  2001), Seaboard
                           Corporation.

  There  are no arrangements or understandings  between
any nominee and any other person pursuant to which such
nominee was nominated.

  In  case  any  person  or persons  named  herein  for
election as directors are not available for election at
the  annual  meeting,  proxies  may  be  voted  for   a
substitute nominee or nominees (unless the authority to
vote for all nominees or for the particular nominee who
has  ceased  to  be a candidate has been withheld),  as
well   as  for  the  balance  of  those  named  herein.
Management  has no reason to believe that  any  of  the
nominees   for  the  election  as  director   will   be
unavailable.

  The  Board of Directors recommends that you vote  for
the  election  as directors of the five persons  listed
above.

 5


            BOARD OF DIRECTORS INFORMATION

Meetings of the Board

  The  Board of Directors held four meetings in  fiscal
2007.   Other  actions of the Board of  Directors  were
taken  by  unanimous written consent, as needed.   Each
director attended more than 75 percent of the aggregate
of  the  total  number  of meetings  of  the  Board  of
Directors and the total number of meetings held by  all
committees of the Board on which he served.

  Seaboard   does   not  have  any   policy   requiring
directors  to  attend  Seaboard's  annual  meeting   of
stockholders,  although, generally, the directors  have
attended Seaboard's annual stockholders' meetings.  All
directors attended the 2007 annual meeting.

Controlled Corporation

  Seaboard  is a "controlled corporation,"  as  defined
in  the  rules of the American Stock Exchange,  because
more than 50 percent of the voting power of Seaboard is
owned by Seaboard Flour.  As such, Seaboard is exempted
from  many  of  the  requirements  regarding  Board  of
Director  committees and independence.  The members  of
our  Board of Directors who are independent within  the
meaning   of   the  American  Stock  Exchange   listing
standards  are Joseph E. Rodrigues, David  A.  Adamsen,
Douglas W. Baena and Kevin M. Kennedy.

Committees of the Board

  Seaboard's  Board  of Directors  has  established  an
Audit Committee.  There currently are no other standing
executive, compensation, nominating or other committees
of   Seaboard's  Board  of  Directors,  or   committees
performing similar functions of the Board.

  Audit  Committee.  Seaboard's Board of Directors  has
established  an  Audit Committee  comprised  solely  of
independent  directors.   The  members  of  the   Audit
Committee  are David A. Adamsen, Douglas W.  Baena  and
Kevin M. Kennedy.  Mr. Adamsen is Chairman of the Audit
Committee.   The  Audit Committee selects  and  retains
independent  auditors  and assists  the  Board  in  its
oversight  of  the  integrity of  Seaboard's  financial
statements,   including   the   performance   of    our
independent  auditors  in their  audit  of  our  annual
financial  statements.  The Audit Committee meets  with
management  and  the independent auditors,  as  may  be
required.  The independent auditors have full and  free
access to the Audit Committee, without the presence  of
management.  The Board of Directors has determined that
Kevin  M.  Kennedy  is  an "audit  committee  financial
expert"  and is "independent," each within the  meaning
of   the  listing  standards  of  the  American   Stock
Exchange.   The Audit Committee held four  meetings  in
fiscal 2007, two of which were telephonic meetings.

Director Nominations

  The  Board  of Directors believes it is not necessary
to  have a separate nominating committee because of the
low turnover of Board of Director seats and because the
entire   Board   of  Directors  participates   in   the
consideration of director nominees.  There currently is
no  charter that establishes procedures for the Board's
consideration of director nominees.  The Board believes
that  it  should be comprised of directors with varied,
complementary  backgrounds, and that

 6

directors should, at a minimum, have expertise that may
be useful to  Seaboard.   Directors should also possess
the  highest  personal  and  professional  ethics,  and
should  be  willing  and  able  to  devote the required
amount  of time to Seaboard's business.  In determining
whether a director should be retained and stand for re-
election, the Board  also   considers   that   member's
performance and  contribution  to  the Board during his
tenure with the Board. Seaboard's policy is to consider
nominees  who are  submitted by stockholders on a case-
by-case basis.  All nominees, including those submitted
by stockholders, will be evaluated using generally  the
same  methods and criteria, although those methods  and
criteria are not standardized and may vary from time to
time.

Communication with the Board

  The  Board of Directors has not established a  formal
process   for   stockholders   to   follow   to    send
communications  to  the  Board  or  its   members,   as
Seaboard's policy has been to forward to the  directors
any  stockholder  correspondence it  receives  that  is
addressed   to   them.   Stockholders   who   wish   to
communicate  with the directors may do  so  by  sending
their  correspondence  addressed  to  the  director  or
directors  at  Seaboard's  headquarters  at  9000  West
67th  Street, Shawnee Mission, Kansas 66202, Attention:
General  Counsel.   All  such  correspondence  will  be
compiled  and submitted to our Board or the  individual
directors, as applicable, on a periodic basis.

Compensation of Directors

  The  following table shows the compensation  received
by  each  member of our Board of Directors (other  than
those  who are named executive officers in the  Summary
Compensation table on page 8) for service on the  Board
in 2007.

                  Director Compensation Table (1)

                                 Fees Earned
                               or Paid in Cash    Total

          David A. Adamsen         $58,000       $58,000
          Douglas W. Baena         $54,000       $54,000
          Kevin M. Kennedy         $54,000       $54,000
          Joseph E. Rodrigues      $43,000       $43,000

(1) S. Bresky  does  not  receive  any compensation for
    serving as a director, and thus, is not included in
    the table.

  For   2007,   each  non-employee  director   received
$10,000  quarterly and an additional $2,000 per quarter
for  service on the Audit Committee of the Board.   The
Chairman  of  the  Audit  Committee  also  received  an
additional   $1,000  per  quarter.   Each  non-employee
director also receives an additional $1,500 per meeting
in  excess  of  one  hour.  All  director  compensation
represents fees paid in cash only.

 7

     EXECUTIVE COMPENSATION AND OTHER INFORMATION

  The  following  table shows all compensation  earned,
during  the  fiscal  years  indicated,  by  the   Chief
Executive Officer, the Chief Financial Officer and  the
three other highest paid executive officers of Seaboard
(the "Named Executive Officers") for such period in all
capacities in which they have served:

                            Summary Compensation Table

                                             Change in
                                           Pension Value
                                         And Non-Qualified
 Name                                         Deferred
 and                                        Compensation    All Other
Principal                 Salary(1) Bonus(2) Earnings(3) Compensation(4) Total
Position             Year   ($)       ($)       ($)            ($)        ($)
_______________________________________________________________________________

Steven J. Bresky (5)
President
Chief Executive      2007  744,904 1,050,000  1,365,625      204,513  3,365,042
Officer              2006  484,135 1,200,000  1,103,952       74,613  2,862,700

Robert L. Steer
Senior Vice
President,
Chief Financial      2007  573,269   950,000    595,849      139,596  2,258,714
Officer              2006  484,135 1,000,000    696,916       93,817  2,274,868

Rodney K. Brenneman
President, Seaboard  2007  449,231   850,000    334,842      108,566  1,742,639
Foods LP             2006  409,231 1,000,000    446,070       86,626  1,941,927

Edward A. Gonzalez
President, Seaboard  2007  349,038   700,000    160,594       76,541  1,286,173
Marine Ltd.          2006  298,558   650,000    134,274       51,649  1,134,481

David M. Dannov (6)
President, Seaboard
Overseas Trading     2007  298,558   525,000    167,349       56,660  1,047,567
Group                2006  201,605   310,000    122,604       38,206    672,415

________________

(1) Salary  includes   amounts  deferred  at  the  election
    of the Named Executive Officers under Seaboard's 401(k)
    Retirement  Savings   Plan,  the  Seaboard  Corporation
    Non-Qualified  Deferred   Compensation   Plan  and  the
    Executive Deferred Compensation Plan, such  plans being
    described below under "Benefit Plans."

(2) Reflects    guaranteed   bonus,     under    Employment
    Agreements   described  below, and discretionary  bonus
    earned, and  includes  amounts deferred at the election
    of the Named Executive Officers under Seaboard's 401(k)
    Retirement  Savings  Plan,  the   Seaboard  Corporation
    Non-Qualified   Deferred   Compensation  Plan  and  the
    Executive Deferred  Compensation  Plan described  below
    under "Benefit Plans."

 8

(3) Reflects   the   actuarial   increase  in  the  present
    value  of the Named Executive Officer's benefits  under
    all retirement plans, for which information is provided
    in  the  Pension Benefits table on page 14,  determined
    using  interest  rate and mortality  rate  assumptions,
    consistent  with  those  used in  Seaboard's  financial
    statements.   These amounts for 2007 (net  of  negative
    changes)   are  as  follows:   S.  Bresky,  $1,275,235;
    R.    Steer,    $507,849;   R.   Brenneman,   $302,700;
    E.  Gonzalez, $160,594; and D. Dannov, $164,881.  These
    amounts  for 2006 are as follows:  S. Bresky, $990,491;
    R.    Steer,    $586,459;   R.   Brenneman,   $401,258;
    E.  Gonzalez, $134,274; and D. Dannov, $119,506.   Also
    reflects  the  above-market earnings  on  contributions
    under  the Investment Option Plan described below.  The
    amounts  for 2007 are as follows:  S. Bresky,  $90,390;
    R.   Steer,   $88,000;  R.  Brenneman,   $32,142;   and
    D.  Dannov,  $2,468.   The  amounts  for  2006  are  as
    follows:   S.  Bresky,  $113,461; R.  Steer,  $110,457;
    R. Brenneman, $44,812; and D. Dannov, $3,098.

(4) Included   in   All   Other  Compensation  are  Company
    matching contributions under the Non-Qualified Deferred
    Compensation  Plan, such plan   being  described  below
    under "Benefit Plans."  These  amounts  for 2007 are as
    follows:   S.   Bresky,  $51,915;  R.  Steer,  $41,158;
    R.  Brenneman,   $37,350;   E. Gonzalez,  $23,717;  and
    D. Dannov, $11,812.

    Also   included  in  All   Other Compensation  are  the
    amounts  paid  for   unused   paid  time  off.    These
    amounts   for   2007   are  as  follows:   S.   Bresky,
    $21,635;  R.   Steer, $22,115; R.  Brenneman,  $17,308;
    E. Gonzalez, $13,462; and D. Dannov, $5,769.

    Also   included   in    All   Other   Compensation   is
    Seaboard's  contributions  to   its  401(k)  Retirement
    Savings   Plan  on  behalf   of   the  Named  Executive
    Officers,  amounts   paid  for   disability  and   life
    insurance   and   individual   perquisites,   including
    amounts  paid as an  automobile  allowance,  fuel  card
    usage,  personal  usage  of Seaboard's airplane  and  a
    gross-up for  related  taxes.  The incremental cost  to
    Seaboard in  2007  for airplane usage for S. Bresky  is
    $80,407  and   for   R.  Steer is  $29,367,  calculated
    based   on   the  flight   time   charges   and   other
    incremental charges incurred  by  Seaboard relative  to
    the  flights.   Reimbursement  for taxes  owed  on  the
    above-stated  items  total as follows for each  of  the
    Named   Executive   Officers   for  2007:   S.  Bresky,
    $29,491;  R.   Steer,  $19,720; R. Brenneman,  $11,830;
    E. Gonzalez, $9,629; and D. Dannov, $8,640.


(5) S. Bresky was promoted to President and Chief Executive
    Officer in July 2006.

(6) D.  Dannov  was  promoted  to  President  of   Seaboard
    Overseas and Trading Group in August 2006.

 9

                EMPLOYMENT ARRANGEMENTS
             WITH NAMED EXECUTIVE OFFICERS

  Seaboard  and  each  of the Named Executive  Officers
are parties to an Employment Agreement.

  Each  of  the  Employment  Agreements  contains   the
following principal terms: (i) a current term  of  five
years, commencing July 1, 2007, renewed annually for  a
like  term  of five years, unless Seaboard furnishes  a
written  notice  of  non-renewal;  (ii)  payment  of  a
minimum  base  salary in the amounts  of  $440,000  for
S.  Bresky  and  R. Steer; $370,000 for  R.  Brenneman;
$225,000  for E. Gonzalez and D. Dannov; (iii)  payment
of  an  annual minimum bonus in the amounts of $450,000
for  S. Bresky and R. Steer; $400,000 for R. Brenneman;
and  $250,000 for E. Gonzalez and D. Dannov; (iv)  upon
the  death  or termination of the employee's employment
by  Seaboard  due  to  disability or  for  "Cause"  (as
defined)  or by the employee without "Good Reason"  (as
defined), payment to the employee of his accrued salary
and  pro-rata bonus (based on the amount paid  for  the
previous   year)   through  the  date  of   termination
(collectively, "Accrued Compensation"), payable  within
30   days  of  termination;  (v)  upon  an  involuntary
termination   of  the  employee's  employment   without
"Cause,"  or  a resignation by the employee  for  "Good
Reason,"  payment  to  the  employee  of  his   Accrued
Compensation and a severance ("Severance") equal to his
then  salary and most recent bonus for the  balance  of
the  term of the Employment Agreement, but not for less
than  one  year  with  respect  to  salary,  with   the
Severance  based  on  the  employee's  salary  paid  in
installments at the regular payroll payment  dates  for
one  year, with the balance of the Severance  based  on
salary and the Severance based on the employee's  bonus
paid pursuant to a lump sum at the one year anniversary
date   of   the   termination;  (vi)   confidentiality,
non-competition  and non-solicitation provisions  which
apply during the employee's employment and for a period
of  one  year after the termination of such employment,
or  two years, if the employee voluntarily resigns  for
any  reason other than for "Good Reason"; (vii) in  the
event the employee breaches any of the confidentiality,
non-competition    or   non-solicitation    provisions,
Seaboard  will not pay the Severance, and the  employee
must return all Severance already received; (viii) upon
an involuntary termination of the employee's employment
without  "Cause," or a resignation by the employee  for
"Good   Reason,"  Seaboard  must  provide  outplacement
services for up to 90 days, with an estimated  cost  to
Seaboard   of  $35,000  if  the  termination   occurred
December  31, 2007; and (ix) under Seaboard's Executive
Retirement  Plan, years of service credit  accrues  for
the term of the severance period, and the final average
earnings  calculation  under this  plan  is  determined
considering the base salary and bonus paid  during  the
severance period.

 10

  Following is a summary of the amounts which would  be
paid by Seaboard to each Named Executive Officer if, on
December  31,  2007, his employment  was  involuntarily
terminated without "Cause," or if he resigned for "Good
Reason":

                       Accrued Bonus
                      through 12/31/07    Severance Payable  Lump Sum Severance
                      - Payable 30 Days      Over One Year     Payable One Year
                   After  Termination Date  in Installments   After Termination
                            ($)                   ($)                 ($)
                   ____________________________________________________________

  Steven J. Bresky        1,200,000              750,000          8,025,000
  Robert L. Steer         1,000,000              575,000          6,512,500
  Rodney K. Brenneman     1,000,000              450,000          6,075,000
  Edward A. Gonzalez        650,000              350,000          4,150,000
  David M. Dannov           310,000              300,000          2,445,000

  The  Board of Directors has approved for each of  the
Named  Executive Officers the right to  use  Seaboard's
airplane for personal use.  S. Bresky has been allotted
30  hours of flight time for personal use.  Each of the
other  Named  Executive  Officers  have  been  allotted
10 hours of flight time for personal use, and the right
to use additional flight time hours for personal use by
reimbursing Seaboard for the variable incremental  cost
to   Seaboard  for  this  flight  time  (primarily  the
occupied  hourly  rate charge and the fuel  surcharge).
Seaboard  also  will  pay each of the  Named  Executive
Officers  for the incidental fees and expenses incurred
related    to    the    flights,    including    ground
transportation, and a "tax gross-up" of  the  estimated
federal  and state income taxes each will  incur  as  a
consequence of this benefit.

                     BENEFIT PLANS

Executive Retirement Plan

  The  Seaboard  Corporation Executive Retirement  Plan
(the  "Executive Retirement Plan") provides  retirement
benefits  for  a  select  group  of  the  officers  and
managers, including the Named Executive Officers.   The
Executive   Retirement  Plan  was   amended   effective
November  2004 to give credit for all years of  service
with  Seaboard,  both  before  and  after  becoming   a
participant.  For  years of service before  becoming  a
participant (pre-participation service), the benefit is
equal to 0.65 percent of the final average remuneration
(salary   plus   bonus)   of  the   participant,   plus
0.50  percent  of  final average  remuneration  of  the
participant  in  excess  of  Social  Security   Covered
Compensation,   all  multiplied  by  the  participant's
pre-participation service. For years of  service  after
becoming  a  participant (post-participation  service),
the  benefit  is  equal  to 2.5 percent  of  the  final
average remuneration of the participant, multiplied  by
the  participant's years of post-participation service.
This  amount  is  reduced by the  following:   (i)  the
amount  such participant has accrued under the Seaboard
Corporation  Pension Plan (described below);  (ii)  the
amount,  if  any, of frozen benefits earned  under  the
Executive  Retirement Plan prior to December 31,  1996,
pursuant to the Frozen Executive Benefit Plan described
below; and (iii) the benefit earned under the Executive
Retirement Plan from 1994 though 1996 that resulted  in
cash payments from the Plan that were based on the cost
to purchase such benefit.  Benefits under the

 11

Executive Retirement Plan are currently unfunded. As of
December  31, 2007, all of the Named Executive Officers
were   fully  vested,  as  defined  in  the   Executive
Retirement Plan.  Payment of Executive Retirement  Plan
benefits  begins  upon  the  earlier  of:   (i)  normal
retirement   at   age   62  or   older;   (ii)   death;
(iii)  separation of service (provided the employee  is
at least 55 years old, has at least 10 years of service
and  has  been a participant in the plan  for  5  years
after November 2004); or (iv) any change of control  of
Seaboard.   Subject to certain conditions, the  benefit
is  paid pursuant to a "Single Lump Sum Payment," which
is  equivalent in value to the benefit described above,
payable  in "Single Life Annuity" form.  The  Executive
Retirement  Plan allows for optional forms  of  payment
under  certain circumstances.  The table in the Pension
Benefits section below shows the present value  of  the
accumulative  benefit that would be payable  under  the
Executive Retirement Plan at the earliest unreduced age
(i.e.,    age    62)    for    pre-participation    and
post-participation  service  (note  that   each   Named
Executive began participation on January 1, 1994,  with
the  exception of E. Gonzalez, who became a participant
on January 1, 2005).

  The  compensation  for purposes  of  determining  the
pension benefits consists of salary and bonus.  None of
the  benefits  payable  contain an  offset  for  social
security benefits.

  Following  is a summary of the present value  of  the
additional Executive Retirement Plan benefits for  each
Named  Executive Officer under his Employment Agreement
if,   on   December  31,  2007,  his   employment   was
involuntarily  terminated without  "Cause,"  or  if  he
resigned for "Good Reason":

                             Present Value of Executive
                             Retirement Plan Benefit (1)
             Name                        ($)
          ______________________________________________

          Steven J. Bresky            5,106,378
          Robert L. Steer             2,268,402
          Rodney K. Brenneman         1,516,542
          Edward A. Gonzalez            917,092
          David M. Dannov               844,572

________________

(1) Assumes   a   retirement  age  of  62  for  each  Named
    Executive  Officer.  The value of the  accrued  benefit
    is   based   on   the   same   assumptions   used   for
    determining   the  present  value  of  the  accumulated
    benefit  of the Pension Benefits, as set forth  in  the
    Pension  Benefits  table on page  14  below.   Pursuant
    to  the  Employment Agreement for each Named  Executive
    Officer,  years  of  service  credit  accrues  for  the
    term  of  the  severance period, and the final  average
    earnings  calculation  is  determined  using  the  base
    salary and bonus paid during the severance period.

 12

Seaboard Corporation Pension Plan

  The  Seaboard  Corporation  Pension Plan ("the Plan")
provides defined benefits for its domestic salaried and
clerical  employees  upon  retirement.   Beginning   in
fiscal  1997,  each  of the individuals  named  in  the
Summary  Compensation Table participates in this  Plan.
Benefits  under this Plan generally are based upon  the
number  of years of service and a percentage  of  final
average  remuneration (salary plus bonus),  subject  to
limitations  under  applicable  federal  law.   As   of
December  31, 2007, all of the Named Executive Officers
were  fully vested, as defined in the Plan.  Under  the
Plan, the benefit payment for a married participant  is
pursuant  to a "50 Percent Joint and Survivor Annuity."
This  means  the  participant will  receive  a  monthly
annuity  benefit for his/her lifetime, and an  eligible
surviving spouse will receive a lifetime annuity  equal
to  50  percent  of  the  participant's  benefit.   The
payment of the benefit for an unmarried participant  is
pursuant  to  a "Single Life Annuity." The Plan  allows
for   optional   forms   of   payment   under   certain
circumstances.   The normal retirement  age  under  the
Plan  is  age  65.   However,  unreduced  benefits  are
available  at  age 62 with five years of service.   The
Pension Benefits table below shows the present value of
the  accumulated benefits that would be  payable  under
the  Plan  at  the earliest unreduced commencement  age
(i.e., age 62).

  The  compensation,  for purposes of  determining  the
pension  benefits, consists of salary and bonus.   None
of  the  benefits payable contain an offset for  social
security benefits.

  Each  of  the Named Executive Officers is 100 percent
vested  under a particular defined benefit  ("Benefit")
that  was  frozen at December 31, 1993 as part  of  the
Plan.   A  definitive  actuarial determination  of  the
benefit  amounts was made in 1995.  The annual  amounts
payable  upon retirement after attaining age  62  under
this  Benefit  are  as  follows:  S.  Bresky,  $32,796;
R.  Steer,  $15,490; R. Brenneman, $6,540; E. Gonzalez,
$2,643;  and  D. Dannov, $8,346.  Under the  Plan,  the
payment  of  this benefit is pursuant  to  a  "Ten-Year
Certain  and  Continuous  Annuity."   This  means   the
participant would receive a monthly annuity benefit for
his/her lifetime and, if the participant dies while  in
the   ten-year  certain  period,  the  balance  of  the
ten-year  benefit  would be paid to his/her  designated
beneficiary.  If the participant dies while employed by
Seaboard   or   after  retirement,   but   before   the
commencement  of  benefits, monthly payments  would  be
made to the participant's beneficiary in the form of  a
100  percent  joint  and survivor  benefit.   The  Plan
allows  for  optional  forms of payment  under  certain
circumstances.

 13

               Pension Benefits

  The  following table sets forth the Years of Credited
Service,  the Present Value of the Accumulated  Benefit
and  the Payments during the last fiscal year, pursuant
to the above-described retirement plans for each of the
Named Executive Officers.

                                                           Present   Payments
                                              Years of    Value of    During
                                              Credited  Accumulated Last Fiscal
                                               Service     Benefit     Year
    Name                 Plan Name               (#)         ($)        ($)
_______________________________________________________________________________

Steven J. Bresky  Executive Retirement Plan (1)     28    4,241,194    - 0 -
                  Seaboard Corporation Pension Plan 25      388,503    - 0 -

Robert L. Steer   Executive Retirement Plan (1)     23    2,458,635    - 0 -
                  Seaboard Corporation Pension Plan 20      173,953    - 0 -

Rodney K.         Executive Retirement Plan (1)     18    1,377,057    - 0 -
Brenneman         Seaboard Corporation Pension Plan 15       96,969    - 0 -

Edward A.         Executive Retirement Plan (1)     18      340,768    - 0 -
Gonzalez          Seaboard Corporation Pension Plan 18       93,175    - 0 -

David M.          Executive Retirement Plan (1)     20      532,468    - 0 -
Dannov            Seaboard Corporation Pension Plan 17      125,497    - 0 -
__________________

(1) Credited   years   of   post-participation    service
    for   each   of  the  Named  Executive  Officers   is
    14  years,  with  the exception of E. Gonzalez  whose
    credited  years  of  post-participation  service   is
    three     years.     The    credited     years     of
    pre-participation  service  for  each  of  the  Named
    Executive  Officers  is as follows:   S.  Bresky  14;
    R.  Steer  9;  R.  Brenneman 4; E. Gonzalez  15;  and
    D. Dannov 6.

 14

Non-Qualified Deferred Compensation Plan

  In  2005,  Seaboard adopted the Seaboard  Corporation
Non-Qualified Deferred Compensation Plan (the "Deferred
Compensation  Plan"), which gives  a  select  group  of
management or highly-compensated employees the right to
defer  salary  and bonus to be paid by  Seaboard  at  a
later time, all in accordance with applicable ERISA and
income  tax laws and regulations.  No income taxes  are
payable   by  the  participants  on  amounts   deferred
pursuant  to the Deferred Compensation Plan until  they
are paid to the participant.  The Deferred Compensation
Plan  also  provides for a Company contribution  to  be
credited   to  participants  in  an  amount  equal   to
Seaboard's  401(k)  Retirement  Savings  Plan  matching
percentage,  currently 3 percent, of each participant's
deferral   pursuant   to  the   Plan,   and   of   each
participant's annual compensation in excess of the  Tax
Code limitation on the amount of compensation that  can
be   taken   into   account  under  Seaboard's   401(k)
Retirement Savings Plan.  The amount of such limitation
in   2007  and  2006  for  Seaboard  was  $220,000  and
$210,000, respectively.  All amounts deferred  and  all
Company  contributions credited  are  included  in  the
amounts  reported  in  the Summary  Compensation  Table
above.
       Non-Qualified Deferred Compensation Plan

                                                                      Aggregate
                   Executive      Registrant  Aggregate                Balance
                 Contributions  Contributions  Earnings    Aggregate    atLast
                     in Last        in Last    in Last    Withdrawals/  Fiscal
                  Fiscal Year(1) Fiscal Year Fiscal Year Distributions Year End
     Name              ($)           ($)         ($)          ($)         ($)
_______________________________________________________________________________

Steven J. Bresky    711,962         50,671     93,665        - 0 -    1,234,444
Robert L. Steer     525,788         44,971     74,403        - 0 -    1,015,696
Rodney K. Brenneman 448,620         40,163     68,113        - 0 -      926,273
Edward A. Gonzalez  170,000         20,487     16,013        - 0 -      289,097
David M. Dannov       - 0 -          6,080        714        - 0 -        9,969
___________

(1) Represents  bonus earned in 2006  and deferred when
    paid  in  2007,  except  for  E.  Gonzalez,   which
    represents 2007 salary deferred.

 15

Investment Option Plan

  For  the  years  2001-2004, Seaboard established  the
Investment  Option  Plan, which allowed  executives  to
reduce their compensation in exchange for an option  to
acquire  interests  measured  by  reference  to   three
alternative  investments.   However,  as  a  result  of
U.S. tax legislation passed in October 2004, reductions
to compensation after 2004 were no longer allowed.  The
exercise   price   for  each  investment   option   was
established  based upon the fair market  value  of  the
underlying investment on the date of grant.

              Investment Option Plan (1)
                                                                         Net
                                                    Aggregate         Aggregate
                       Aggregate                     Balance  Exercise Balance
                       Earnings       Aggregate       at Last  Price   at Last
                       in Last       Withdrawals/     Fiscal     for    Fiscal
                     Fiscal Year(2)  Distributions   Year End  Option  Year End
     Name                 ($)             ($)          ($)       ($)      ($)
_______________________________________________________________________________

Steven J. Bresky       370,162           - 0 -      4,752,170 783,838 3,968,332
Robert L. Steer        366,377           - 0 -      4,702,544 758,938 3,943,606
Rodney K. Brenneman    149,369           - 0 -      2,061,580 362,798 1,698,782
Edward A. Gonzalez       - 0 -           - 0 -          - 0 -   - 0 -     - 0 -
David M. Dannov         10,326           - 0 -        132,510  21,629   110,882
_______________

(1) Neither   Registrant   nor   any   of   the   Named
    Executive  Officers  made any  contributions to the
    Investment Option Plan in 2007 and 2006.

(2) Includes  above-market  earnings,  the   amount  of
    which for  each of the Named Executive Officers for
    2007 and   2006   is  included   in   the   Summary
    Compensation Table (see Footnote 3 thereof).

Retiree Medical Benefit Plan

  The  Seaboard  Corporation  Retiree  Medical  Benefit
Plan  provides  family  medical  insurance  to  certain
members  of management, including each Named  Executive
Officer,  upon  his  retirement in  the  event  he  has
attained age 50, and has completed at least 15 years of
service.   This benefit is also furnished in the  event
the    Named   Executive   Officer's   employment    is
involuntarily  terminated  (other  than  if  the  Named
Executive  Officer  unlawfully  converted  a   material
amount  of  funds),  or in the event  of  a  change  of
control of Seaboard.

 16

  Following is a summary of the present value  cost  to
Seaboard  of  this benefit, assuming that this  benefit
was  triggered and said medical insurance began  to  be
furnished on December 31, 2007.

                                   Present Value of
                              Retiree Medical Benefit(1)
               Name                       ($)
          ______________________________________________

          Steven J. Bresky              214,760
          Robert L. Steer               245,106
          Rodney K. Brenneman           253,167
          Edward A. Gonzalez            254,905
          David M. Dannov               247,704

__________

(1) To  calculate the present value of this benefit, the
    assumptions  for  claims costs,  health  care  trend,
    aging on claims, mortality and interest rate are  the
    same   as   were  used  to  accrue  a  liability   on
    Seaboard's balance sheet.

Executive Long-Term Disability Plan

  The    Seaboard   Corporation   Executive   Long-Term
Disability Plan provides disability pay continuation to
certain  members  of  management, including  R.  Steer,
R.  Brenneman,  E.  Gonzalez  and  D.  Dannov  upon   a
long-term   illness   or  injury  that   prevents   the
participant  from  being able to  perform  his  duties.
Benefits are payable following a 90 day elimination  or
waiting  period.   In  conjunction  with  the  Seaboard
Corporation  Group Long-Term Disability Plan,  benefits
payable are equal to 70 percent of participant's salary
and  bonus,  up to $23,000 per month for R.  Steer  and
R.   Brenneman,  and  up  to  $18,000  per  month   for
E. Gonzalez and D. Dannov.

         COMPENSATION DISCUSSION AND ANALYSIS

Overview of Compensation Program

  The   Board  of  Directors  has  responsibility   for
establishing,  implementing  and  monitoring  adherence
with  Seaboard's  compensation philosophy.   The  Board
ensures  that the total compensation paid to the  Named
Executive Officers is fair, reasonable and competitive.

Compensation Philosophy and Objectives

  Seaboard  maintains the philosophy that determination
of compensation for its executive officers by the Board
of  Directors is primarily based upon recognition  that
these   officers   are  responsible  for   implementing
Seaboard's long-term strategic objectives.   The  Board
subjectively    evaluates    both    performance    and
compensation  to  ensure  that Seaboard  maintains  its
ability to attract and retain superior employees in key
positions,  and  that  compensation  provided  to   key
employees  remains competitive relative to compensation
paid  to  similarly  situated executives  of  our  peer
companies.   Seaboard  does  not  maintain  any  equity
compensation  plans,  such as  stock  grants  or  stock
options, unlike most of Seaboard's peer companies.

 17

  Seaboard has entered into employment agreements  with
each of the Named Executive Officers, agreeing to pay a
minimum  base  salary and bonus and  severance  in  the
event of any termination by Seaboard without cause, and
non-competition provisions which restrict the  employee
from accepting employment with competitors of Seaboard.
The  Board  believes  that this  balance  of  providing
assurance  to  the executives of minimum  compensation,
coupled  with  restrictions  on  leaving  Seaboard  and
taking   alternative  employment  is  consistent   with
Seaboard's   objective  to  attract  and   retain   top
executive employees.

  It  is  the  Board's philosophy that the compensation
of  its  Named Executive Officers should not be subject
to  dramatic increases or decreases based on short-term
operating  performance.   For example,  in  years  when
Seaboard  has higher than historical average  operating
results,  bonuses of the Named Executive  Officers  are
generally  higher, but not reflective of the  potential
compensation that would have been paid to the executive
through equity compensation if Seaboard maintained  any
equity  compensation  plans.   Likewise,  bonuses   for
executives generally do not decline significantly in  a
year  when  Seaboard has lower than historical  average
operating results.

Setting Executive Compensation

  Based  on  the  foregoing objectives,  the  Board  of
Directors   establishes  compensation  based   upon   a
subjective  review of Company performance, compensation
market data and individual performance.  In furtherance
of  this,  Watson  Wyatt & Company, an  outside  global
human  resources  consulting firm, conducts  an  annual
review of Seaboard's total compensation program for the
Named Executive Officers.  The Watson Wyatt report sets
forth  a  competitive market assessment  of  the  Named
Executive  Officers,  utilizing a comparison  of  total
compensation  against a peer group  of  publicly-traded
and   privately-held   companies   (collectively,   the
"Compensation  Peer  Group").   The  Compensation  Peer
Group   comprises   companies  in  the   same   general
industries  as that of Seaboard and/or similarly  sized
companies  in  terms of total revenues.  The  companies
comprising the Compensation Peer Group are:

   - Westlake Chemical Corp.      - Pilgrims Pride Corp.

   - Greif Inc.                   - Hormel Foods Corp.

   - FMC Corp.                    - Weatherford International Ltd.

   - Sensient Technologies Corp.  - Potash Corp. of Saskatchewan, Inc.

   - Smithfield Foods Inc.        - McCormick & Co. Inc.

  A    significant   factor   in   determining    total
compensation  is  that  most of the  Compensation  Peer
Group  provides long-term incentive compensation,  such
as  stock  grants or stock options.  Seaboard does  not
maintain  any equity compensation plans.  The Board  of
Directors does not utilize a targeted percentile of the
Watson Wyatt report, but instead utilizes the report as
a  factor in making its subjective determination as  to
compensation.

 18

2007 Executive Compensation Components

  For  the  fiscal year ended December  31,  2007,  the
principal  components  of compensation  for  the  Named
Executive Officers were:

     -  Base salary;

     -  Bonus;

     -  Retirement and other benefits; and

     -  Perquisites and other personal benefits.

  Salaries   and  Bonuses.   To  establish   the   base
salaries  and bonuses for the Named Executive Officers,
the    Board    of   Directors   makes   a   subjective
determination, primarily considering:

     -  Market data provided by Watson Wyatt;

     -  Individual review of the executive's compensation,
        both individually and relative to other officers;

     -  Individual performance of the executive; and

     -  Seaboard's operating results.

To   determine  the  specific  salary  and   bonus,   a
comparison to the total compensation by the Competitive
Peer  Group  is  undertaken.  The 2007 bonuses  of  the
Named   Executive  Officers  are  reflective   of   the
operating  results  of  Seaboard  and/or  the  area  of
Seaboard's  business  for  which  the  Named  Executive
Officer  is  responsible, although no specific  targets
are utilized, and a subjective evaluation of the market
data.   The  amount of bonuses is more  dependent  upon
Seaboard's operating results than base salaries.

  Retirement  and Other Benefits.  Each  of  the  Named
Executive  Officers is a participant in  the  Executive
Retirement Plan.  The benefit under this plan is  equal
to  2.5  percent  of  the  final  average  remuneration
(salary  plus bonus) of the participant, multiplied  by
the  participant's years of service in the  plan  after
January 1, 1997.  The exact amount of the benefit,  the
offsets  thereto and the benefit for years  of  service
prior  to January 1, 1997 are set forth in more  detail
on pages 11 to 12 of Seaboard's Proxy statement.

  Seaboard  also  maintains a tax-qualified  retirement
savings   plan,  to  which  all  U.S.-based  employees,
including  the Named Executive Officers,  are  able  to
contribute  the  lesser of up to 22  percent  of  their
annual  compensation, or the limit  prescribed  by  the
Internal   Revenue   Service.   Seaboard   will   match
100 percent of the first 3 percent of compensation that
is contributed to the Plan.  All matching contributions
vest fully after completing 5 years of service.

 19

  The  Named Executive Officers, in addition to certain
other  executives, are entitled to participate  in  the
Non-Qualified Deferred Compensation Plan,  which  gives
participants the right to defer salary and bonus to  be
paid  by  Seaboard at a later time, all  in  accordance
with   applicable  ERISA  and  income  tax   laws   and
regulations.

  Seaboard  also  maintains  for  each  of  the   Named
Executive  Officers  and certain other  executives  the
Seaboard  Corporation  Retiree  Medical  Benefit  Plan,
which   provides  family  medical  insurance  to   each
participant upon his retirement:  (i) in the  event  he
has  attained  age  50, and has at least  15  years  of
service;   or  (ii)  in  the  event  the  participant's
employment is involuntarily terminated (other  than  if
the  participant unlawfully converted a material amount
of funds); or (iii) in the event of a change of control
of Seaboard.

  The  Board  believes that Seaboard's  retirement  and
other  benefits are consistent with the  philosophy  of
Seaboard   to   provide  security  and   stability   of
employment  to  the  Named  Executive  Officers  as   a
mechanism to attract and retain these employees.

  Perquisites  and  Other Personal Benefits.   Seaboard
provides  the Named Executive Officers with perquisites
and   other  benefits  that  the  Board  believes   are
reasonable and consistent with its overall compensation
program to better enable Seaboard to attract and retain
superior employees for key positions.  These include an
automobile allowance and gas charging privileges,  life
insurance,  disability  insurance,  personal   use   of
Seaboard's airplane up to a specified number of  hours,
and paid time off and pay for unused paid time off.

Tax Implications

  Pursuant  to  Section 162(m) of the Internal  Revenue
Code, compensation in excess of $1 million paid to  the
Named Executive Officers is not deductible by Seaboard,
subject  to certain exceptions.  The Board of Directors
has considered the effect of Section 162(m) of the Code
on  Seaboard's executive compensation.   To  date,  the
Named Executive Officers have deferred, pursuant to the
Non-Qualified   Deferred   Compensation    Plan,    any
compensation  in  excess  of  $1  million,  such   that
Seaboard  has  not lost any deductions for compensation
paid to the Named Executive Officers.

             COMPENSATION COMMITTEE REPORT

  The  entire Board of Directors (in the absence  of  a
compensation committee) has reviewed and discussed  the
Compensation  Discussion and Analysis set  forth  above
with   management,  and  based  on  this   review   and
discussions,   has  determined  that  the  Compensation
Discussion  and  Analysis  be  included  in  Seaboard's
Annual Report on Form 10-K and this proxy statement.

  The   Board   of   Directors   is   responsible   for
establishing  the compensation for each  of  the  Named
Executive  Officers.  To assist the Board of  Directors
in  determining 2007 bonuses and 2008 salaries for  the
Named    Executive    Officers,    Seaboard    retained
Watson  Wyatt & Company to conduct a Competitive Market
Assessment.  At the request of Robert Steer, Seaboard's
Senior   Vice   President,  Chief  Financial   Officer,
Peter   Mirakian  Sr.,  Seaboard's  Director  of  Human
Resources, engaged Watson Wyatt to conduct a survey  of
the  compensation  of the top five executives  at  peer
companies.   Watson  Wyatt  then  prepared   a   report
summarizing   the  peer

 20

analysis,  and   conducted   a  comparative analysis to
the  compensation  being  paid  by  Seaboard  for these
positions.  A draft of  the  report  was   reviewed  by
P.  Mirakian,  Steven  J. Bresky, Seaboard's  President
and Chief Executive  Officer,  and R.  Steer,  and  the
final report was delivered  to  the Board of Directors.

  S.  Bresky  and  R. Steer discussed recommended  2007
bonuses  and  2008  salaries  for  each  of  the  Named
Executive   Officers,  considering  the  Watson   Wyatt
report, Seaboard's performance and each Named Executive
Officer's  performance during 2007.  At  the  Board  of
Director meeting establishing the 2007 bonuses and 2008
salaries  for the Named Executive Officers,  S.  Bresky
advised  the other Board of Director members  the  2007
bonuses and 2008 salaries he recommended that the Board
approve for each of the Named Executive Officers.   The
2007  bonuses and 2008 salaries for the Named Executive
Officers  were determined based on discussions  by  the
Board  of  Directors at a meeting at which it  reviewed
the    Watson    Wyatt   report   and    S.    Bresky's
recommendations.   S.  Bresky  and  David  M.   Becker,
Seaboard's   General  Counsel,  participated   in   the
meeting,  except that S. Bresky did not participate  in
the   discussions   of  the  Board  of   Directors   of
S.  Bresky's  2007  bonus and 2008  salary.   R.  Steer
participated only to describe to the Board of Directors
the  process  utilized to retain Watson  Wyatt  and  to
describe  his  discussions with S.  Bresky  as  to  the
recommended 2007 bonuses and 2008 salaries.

  The  members of the Board of Directors reviewing  and
discussing the Compensation Disclosure and Analysis are
as follows:

  Steven  J.  Bresky   Joseph  E.  Rodrigues  David A. Adamsen
  Douglas W. Baena     Kevin M. Kennedy

     COMPENSATION COMMITTEE INTERLOCKS AND INSIDER
                     PARTICIPATION

  The  Board  of Directors does not have a Compensation
Committee.   It is the view of the Board  of  Directors
that  Seaboard  need not have a Compensation  Committee
because Seaboard is controlled by a single shareholder,
Seaboard Flour, and because the full Board of Directors
is  able to perform the functions relative to executive
compensation.  The full Board of Directors participated
in   the   consideration  of  executive  and   director
compensation.  S. Bresky is a member of  the  Board  of
Directors of Seaboard and participates in decisions  by
the  Board regarding executive compensation, other than
his own compensation.

  During    2007,    Seaboard   paid   our    director,
J.  Rodrigues, $554,770 under the Executive  Retirement
Plan,  the  Seaboard Corporation Pension  Plan  and  an
individual retirement plan.

Related Party Transactions Procedures

  Seaboard has no formal policy or procedure that  must
be  followed  prior to any transaction, arrangement  or
relationship  with  a  related person,  as  defined  by
SEC  regulations (e.g., directors, executive  officers,
any  5  percent shareholder, or immediate family member
of any of the foregoing).

 21

  Seaboard  has a written conflict of interest  policy,
which  requires  directors, officers and  employees  to
conduct their non-work activities in a manner that does
not  conflict  with  the  best interests  of  Seaboard.
Annually,  all  officers  and  salaried  employees  are
required  to  complete  a  form  disclosing  all  known
conflicts  of interest.  Seaboard's Director  of  Human
Resources  and  Seaboard's General Counsel  review  and
approve  any disclosed conflicts of interest.   In  the
event  any  of  the  executive officers  disclosed  any
conflict of interest, Seaboard's General Counsel  would
discuss  the  conflict  with  Seaboard's  Senior   Vice
President,  Chief  Financial Officer and/or  Seaboard's
President  and Chief Executive Officer.  In  the  event
the  conflict involved Seaboard's President  and  Chief
Executive  Officer  and  was  otherwise  material,  the
conflict  would be reviewed and approved by  Seaboard's
Board of Directors.

  In  addition to the procedures to review conflicts of
interest,  annually, Seaboard requires  each  director,
nominee  for  a  director and officer  of  Seaboard  to
complete  a questionnaire which requires disclosure  of
any  transaction  or  loan exceeding  $120,000  between
Seaboard and such person or any member of such person's
immediate   family.   Any  such  matters   which   were
disclosed  would  be  reviewed  by  Seaboard's  General
Counsel  and  discussed with Seaboard's  President  and
Chief  Executive Officer and/or Senior Vice  President,
Chief  Financial  Officer and/or  Seaboard's  Board  of
Directors, depending on the materiality of the  matter.
During   2007,   there  were  no  such  related   party
transactions in excess of $120,000.

  The     standards    applied    pursuant    to    the
above-described procedures are to provide comfort  that
any  conflict of interest or related party  transaction
is  on  an arms-length basis which is fair to Seaboard.
This  is principally accomplished by ensuring that  the
Seaboard   person  entering  into  or   approving   the
transaction on behalf of Seaboard is independent of the
person with the conflict of interest or engaging in the
related party transaction with Seaboard.

      ITEM 2:  SELECTION OF INDEPENDENT AUDITORS

  The  Audit  Committee of the Board of  Directors  has
selected  the independent registered public  accounting
firm of KPMG LLP as Seaboard's independent auditors  to
audit  the books, records and accounts of Seaboard  for
the  year ending December 31, 2008.  Stockholders  will
have  an  opportunity to vote at the annual meeting  on
whether  to  ratify the Audit Committee's  decision  in
this  regard.  Seaboard has been advised  by  KPMG  LLP
that  neither  it nor any member or associate  has  any
relationship  with  Seaboard  or  with   any   of   its
affiliates  other than as independent  accountants  and
auditors.

  Submission   of  the  selection  of  the  independent
auditors to the stockholders for ratification will  not
limit  the authority of the Audit Committee to  appoint
another independent certified public accounting firm to
serve  as  independent auditors if the present auditors
resign  or  their engagement otherwise  is  terminated.
Submission  to  the stockholders of  the  selection  of
independent  auditors  is not  required  by  Seaboard's
bylaws.

  A  representative  of  KPMG LLP  is  expected  to  be
present  at  the  annual meeting.  Such  representative
will  have an opportunity to make a statement if he  or
she  desires to do so and will be available to  respond
to appropriate questions.

 22

  The  Board of Directors recommends that you vote  for
approval of the selection of KPMG LLP.

Independent Auditors' Fees

  The  following  table presents fees for  professional
audit  services rendered by KPMG LLP for the  audit  of
Seaboard's  annual financial statements  for  2007  and
2006,  and  fees billed for other services rendered  by
KPMG LLP during such years.

         Type of Fee            2007        2006
      _______________________________________________

      Audit Fees(1)         $1,731,837  $1,578,130
      Audit-Related Fees(2)     16,552      20,540
      Tax Fees(3)              177,394     223,623
      All Other Fees(4)          1,595       6,414
____________

(1) Audit   Fees,   including    those    for   statutory
    audits, include the aggregate fees paid by us  during
    2007  and 2006 for professional services rendered  by
    KPMG  LLP  for  the  audit of  our  annual  financial
    statements  and  internal  controls  over   financial
    reporting,  and  the  review of financial  statements
    included in our quarterly reports on Form 10-Q.

(2) Audit-Related  Fees   include  the  aggregate    fees
    paid  by  us  during 2007 and 2006 for assurance  and
    related  services  by  KPMG LLP that  are  reasonably
    related to the performance of the audit or review  of
    our  financial statements and not included  in  Audit
    Fees.

(3) Tax  Fees  include  the  aggregate  fees  paid by  us
    during   2007  and  2006  for  professional  services
    rendered  by KPMG LLP for tax compliance, tax  advice
    and  tax  planning, including IRS audit  support  and
    transfer pricing studies.

(4) All  Other  Fees  represent  miscellaneous   services
    performed in certain foreign countries.

Pre-Approval of Audit and Permissible Non-Audit Services

  The  Audit  Committee  has established  a  policy  to
pre-approve   all   audit  and  permissible   non-audit
services.   Prior to the engagement of the  independent
auditor,  the Audit Committee pre-approves the services
by  category  of service.  Fees are estimated  and  the
Audit  Committee requires the independent  auditor  and
management  to  report  actual  fees, as  compared   to
budgeted  fees  by  category  of  service.   The  Audit
Committee has delegated pre-approval authority  to  the
Audit  Committee Chairman for engagements of less  than
$25,000.    For   informational  purposes   only,   any
pre-approval  decisions  made by  the  Audit  Committee
Chairman  are  reported at the Audit  Committee's  next
scheduled  meeting.   The percentage  of  audit-related
fees, tax fees and all other fees that were approved by
the Audit Committee for fiscal 2007 was 100 percent  of
the total fees incurred.

 23

Audit Committee Report to Stockholders

  The  Audit  Committee  of Seaboard  is  comprised  of
three  directors who are "independent," as  defined  by
the  American  Stock  Exchange listing  standards,  and
operates  under a written charter.  The Audit Committee
Charter   is   available  on  Seaboard's   website   at
www.seaboardcorp.com.

  The   Audit   Committee  has  reviewed  the   audited
financial statements for fiscal year 2007 and discussed
them with management and with the independent auditors,
KPMG  LLP.   The  Audit Committee also  discussed  with
KPMG  LLP  the  matters required  to  be  discussed  by
Statement on Auditing Standards No. 114, "The Auditor's
Communications with Those Charged with Governance."

  The   Audit   Committee  has  received  the   written
disclosures   and  the  letter  from  the   independent
auditors  required  by  Independence  Standards   Board
Standard  No. 1, "Independence Discussions  with  Audit
Committees,"  as amended, and have discussed  with  the
independent  auditors  their independence.   The  Audit
Committee  has concluded that the independent  auditors
currently meet applicable independence standards.

  The  Audit  Committee  has reviewed  the  independent
auditors'  fees  for audit and non-audit  services  for
fiscal  year  2007.   The  Audit  Committee  considered
whether  such  non-audit services are  compatible  with
maintaining  independent auditor independence  and  has
concluded that they are compatible at this time.

  Based   on   its  review  of  the  audited  financial
statements  and  the  various discussions  referred  to
above, the Audit Committee recommended to the Board  of
Directors  that  the  audited financial  statements  be
included  in Seaboard's Annual Report on Form 10-K  for
the year ended December 31, 2007.

  The   foregoing  has  been  furnished  by  the  Audit
Committee:

   David A. Adamsen (Chair)     Douglas  W. Baena

                     Kevin M. Kennedy

                     OTHER MATTERS

  The  notice  of meeting provides for the election  of
directors,  the selection of independent  auditors  and
for  the  transaction of such other  business,  as  may
properly  come before the meeting.  As of the  date  of
this  proxy statement, the Board of Directors does  not
intend  to  present to the meeting any other  business,
and  it  has not been informed of any business intended
to  be  presented  by others.  However,  if  any  other
matters  properly come before the meeting, the  persons
named  in the enclosed proxy will take action and  vote
proxies,  in  accordance with their  judgment  of  such
matters.

  Action  may be taken on the business to be transacted
at  the meeting on the date specified in the notice  of
meeting  or on any date or dates to which such  meeting
may be adjourned.

 24

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

  Based  solely  on a review of the copies  of  reports
furnished to Seaboard and written representations  that
no  other reports were required, Seaboard believes that
during  fiscal 2007, all reports of ownership  required
under  Section 16(a) of the Securities Exchange Act  of
1934  for  directors and executive officers of Seaboard
and  beneficial  owners  of more  than  10  percent  of
Seaboard's common stock have been timely filed.

                 STOCKHOLDER PROPOSALS

  It  is  anticipated that the 2009 annual  meeting  of
stockholders  will  be held on  April  27,  2009.   Any
stockholder  who intends to present a proposal  at  the
2009  annual  meeting  must  deliver  the  proposal  to
Seaboard  at  9000  West 67th Street, Shawnee  Mission,
Kansas  66202,  Attention:  David  M.  Becker  by   the
applicable deadline below:

  -  If  the   stockholder  proposal  is  intended  for
     inclusion in Seaboard's proxy materials  for  that
     meeting, Seaboard must  receive  the  proposal  no
     later  than   November 10  14 ,
     2008.  Such proposal must  also  comply  with  the
     other requirements of the proxy solicitation rules
     of  the  Securities  and Exchange Commission.

  -  If  the  stockholder  proposal  is to be presented
     without  inclusion  in  Seaboard's proxy materials
     for   that  meeting,  Seaboard  must  receive  the
     proposal no later than January 28, 2009.

  Proxies solicited in connection with the 2009  annual
meeting  of  stockholders will confer on the  appointed
proxies  discretionary  voting  authority  to  vote  on
stockholder  proposals  that  are  not  presented   for
inclusion  in the proxy materials, unless the proposing
stockholder notifies Seaboard by January 24
28 , 2009  that such proposal will be made at the
meeting.

  The  Board  of Directors does not provide  a  process
for  stockholders to send communications to  the  Board
because  it  believes that the process available  under
applicable federal securities laws for stockholders  to
submit   proposals  for  consideration  at  the  annual
meeting is adequate.

                 FINANCIAL STATEMENTS

  The  consolidated  financial statements  of  Seaboard
for  the  fiscal year ended December 31, 2007, together
with  corresponding  consolidated financial  statements
for  the  fiscal  year  ended December  31,  2006,  are
contained  in  the  Annual Report which  is  mailed  to
stockholders  with  this proxy statement.   The  Annual
Report  is  not  to  be regarded as proxy  solicitation
material.

 25

                ADDITIONAL INFORMATION

  Any   stockholder  desiring  additional   information
about  Seaboard  and its operations may,  upon  written
request,  obtain a copy of Seaboard's Annual Report  to
the  Securities and Exchange Commission  on  Form  10-K
without   charge.   Requests  should  be  directed   to
Shareholder Relations, Seaboard Corporation, 9000  West
67th Street, Shawnee Mission, Kansas 66202.  Seaboard's
Annual Report to the Securities and Exchange Commission
on  Form  10-K is also available on Seaboard's Internet
website at www.seaboardcorp.com.

            HOUSEHOLDING OF PROXY MATERIALS

  The  Securities and Exchange Commission  has  adopted
rules   that   permit   companies  and   intermediaries
(including    brokers)   to   satisfy   the    delivery
requirements  for proxy statements and  annual  reports
with  respect to two or more stockholders  sharing  the
same  address  by  delivering a single proxy  statement
addressed  to those stockholders.  This process,  which
is  commonly referred to as "householding," potentially
means  extra  convenience  for  stockholders  and  cost
savings for companies.

  This  year, a number of brokers with account  holders
who  are stockholders of Seaboard may be "householding"
our  proxy materials.  A single proxy statement may  be
delivered to multiple stockholders sharing an  address,
unless  contrary instructions have been  received  from
the  affected  stockholders.  Once  you  have  received
notice  from your broker that it will be "householding"
communications  to  your address,  "householding"  will
continue until you are notified otherwise, or until you
notify  your  broker or us that you no longer  wish  to
participate in "householding."  If, at any time, you no
longer wish to participate in "householding" and  would
prefer to receive a separate proxy statement and annual
report  in the future, you may (i) notify your  broker;
(ii)   direct  your  written  request  to:  Shareholder
Relations, Seaboard Corporation, 9000 West 67th Street,
Shawnee   Mission,  Kansas  66202;  or  (iii)   contact
Shareholder  Relations at (913) 676-8800.  Stockholders
who  currently  receive multiple copies  of  the  proxy
statement  at their address and would like  to  request
"householding"  of their communications should  contact
their  broker.  In addition, we will promptly  deliver,
upon  written  or  oral  request  to  the  address   or
telephone  number above, a separate copy of the  annual
report and proxy statement to a stockholder at a shared
address  to  which a single copy of the  documents  was
delivered.

 26

                      SEABOARD CORPORATION

   THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
     FOR THE ANNUAL MEETING OF STOCKHOLDERS - APRIL 28, 2008

  The undersigned hereby appoints Steven J. Bresky and Robert  L.
Steer  and each of them, proxies with full power of substitution,
to  vote  as  designated below, on behalf of the undersigned  all
shares of Stock which the undersigned may be entitled to vote  at
the  Annual Meeting of Stockholders of Seaboard Corporation  (the
"Company") on April 28, 2008, and any adjournments thereof,  with
all  power  that  the  undersigned would  possess  if  personally
present.  In their discretion, the proxies are hereby  authorized
to  vote upon such other business as may properly come before the
meeting and any adjournments or postponements thereof.

  This  Proxy  will  be  voted in accordance  with  specification
made.  If no choices are indicated, this proxy will be voted  FOR
all listed nominees and FOR the proposal listed below.

ELECTION OF DIRECTORS

1.   The  Board  of  Directors recommends a vote FOR  the  listed
     nominees.
                       For Withhold                      For Withhold
     Steven J. Bresky  []     []     Kevin M.  Kennedy   []     []
     David A. Adamsen  []     []     Joseph E. Rodrigues []     []
     Douglas W. Baena  []     []

APPOINTMENT OF INDEPENDENT AUDITORS

2.   The Board of Directors recommends a vote FOR proposal 2.

     Ratify  the appointment of KPMG LLP as independent  auditors
     of the Company

       []  FOR           []  AGAINST          []  ABSTAIN


PLEASE  MARK  FRONT SIDE, SIGN, DATE AND RETURN THIS  PROXY  CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.

Please sign exactly as name appears hereon. When shares are  held
by  joint  tenants, both should sign. When signing  as  attorney,
executor,  trustee or other representative capacity, please  give
full  title  as  such.  If a corporation,  please  sign  in  full
corporate name by President or other authorized officer.

The signer hereby revokes all proxies heretofore given to vote at
said meeting or any adjournment thereof.

                                          ________________________
                                          Signature of Stockholder

                                          ________________________
                                          Signature of Stockholder

                                          Date:____________, 2008.