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Registration No. 333-
_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ARCHER-DANIELS-MIDLAND COMPANY
(Exact name of Registrant as specified in its
charter)
Delaware 41-0129150
(State or other jurisdiction (I.R.S.
Employer
of incorporation or Identification
No.)
organization)
4666 Faries Parkway
Decatur, Illinois 62526
217/424-5200
(Address and telephone number of Registrant's principal
executive offices)
D. J. Smith
Vice President, Secretary and General Counsel
Archer-Daniels-Midland Company
4666 Faries Parkway
Decatur, Illinois 62526
217/424-5200
(Name, address and telephone number of agent for
service)
Copy to:
James E. Nicholson
Faegre & Benson, LLP
2200 Norwest Center
90 South Seventh Street
Minneapolis, Minnesota 55402
Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of this
Registration Statement.
If the only securities being registered on this form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. ___
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If any of the securities being registered on this form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest
reinvestment plans, check the following box. _X_
If this form is filed to register additional securities
for an offering pursuant to Rule 426(b) under the Securities
Act, check the following box and list the Securities Act
registration statement number of earlier effective registration
statement for the same offering.
If this form is a post-effective amendment filed pursuant
to Rule 462 (c) under the Securities Act, check the following
box and list the Securities Act registration statement number
of the earlier effective registration statement for the same
offering.
If delivery of the prospectus is expected to made pursuant
to Rule 434, please check the following box.
CALCULATION OF REGISTRATION FEE
Title of Each Class Amount Proposed Maximum Proposed Maximum
Amount of
of Securities to be to be Offering Price Aggregate
Registration
Registered Registered Per Unit Offering Price
Fee
Common Stock 179,865 shs. $18.00 $3,237,570
$901.00
(without par value)
* Estimated solely for the purposes of calculating the
registration fee, pursuant to Rule 457(c), on the basis of the
average of the high and low reported sale prices of the
Registrant's Common Stock on the New York Stock Exchange, Inc.
Composite Tape on November 30, 1998.
The Registrant hereby amends this Registration Statement
on such date or dates as may be necessary to delay its
effective date until the Registrant shall file a further
amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date as
the Commission, acting pursuant to said Section 8(a), may
determine.
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179,865 Shares
ARCHER-DANIELS-MIDLAND COMPANY
Common Stock
Our company's common stock is listed on the New York Stock
Exchange under the symbol "ADM". The last reported sale price
of our common stock on the New York Stock Exchange on November
30, 1998 was $18.375 per share.
This prospectus relates to shares of common stock of our
company that may be sold by certain shareholders. We will not
receive any proceeds from the sale of those shares.
Neither the Securities and Exchange Commission nor any
state securities commission has approved or disapproved of
these shares or determined that this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
WHERE CAN YOU FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy
statements and other information with the Securities and
Exchange Commission. These SEC filings are available to the
public over the Internet at the SEC's web site at
http://www.sec.gov. You may also read and copy any document we
file with the SEC at its public reference facilities at 450
Fifth Street, N.W., Washington, D.C. 20549; 7 World Trade
Center, Suite 1300, New York, New York 10048; and Citicorp
Center, 500 West Madision street, Suite 1400, Chicago, Illinois
60661-2511. You may also obtain copies of the documents at
prescribed rates by writing to the Public Reference Section of
the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information
on the operation of the public reference facilities. Our SEC
filings are also available at the office of the New York Stock
Exchange and the Chicago Stock Exchange. For further
information on obtaining copies of our public filings at the
New York Stock Exchange, you should call (212) 656-5060; you
may contact the Chicago Stock Exchange for these purposes at
440 North LaSalle Street, Chicago, Illinois 60605.
We "incorporate by reference" into this prospectus the
information we file with the SEC, which means that we can
disclose important information to you by referring you to those
documents. The information incorporated by reference is an
important part of this prospectus, and information that we file
subsequently with the SEC will automatically update this
prospectus. We incorporate by reference the documents listed
below and any filings we make with the SEC under Sections
13(a), 13(c), 14 or 15 (d) of the Securities Exchange Act of
1934 after the initial filing of the registration statement
that contains this prospectus and before the time that all the
shares offered by this prospectus are sold:
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Annual Report on Form 10-K for the year ended June
30,1998 (including information specifically incorporated
by reference into our Form 10-K from our 1998 Annual
Report to Shareholders and our definitive Notice and Proxy
Statement for our 1998 Annual Meeting of Shareholders held
on October 22, 1998);
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998;
the description of our common stock contained in a
registration statement filed with the SEC under the
Securities Exchange Act; and
all documents that we file with the SEC under the
Securities Exchange Act before the termination of the
offering by the selling shareholders.
You may request a copy of these filings (other than an
exhibit to a filing, unless that exhibit is specifically
incorporated by reference into that filing) at no cost, by
writing to or telephoning us at the following address:
Secretary
Archer-Daniels-Midland Company
4666 Faries Parkway
Decatur, Illinois 62526
(217) 424-5200
We have not authorized anyone to give any information or
to make any representations concerning the offering of the
shares except that which is contained or incorporated by
reference in this prospectus. If anyone gives or makes any
other information or representation, you should not rely on it.
We are only offering the shares in states where the offer is
permitted. Information in this prospectus (including
information incorporated by reference) may change after the
date printed below - you should not assume that there has been
no change in that information or in our company's affairs since
that date.
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ARCHER-DANIELS-MIDLAND COMPANY
We are a major processor of agricultural products for the
food and feed industries. Our company is one of the largest
oilseed and vegetable oil processors, corn refiners, fuel
alcohol producers and wheat millers in the United States.
Our company was incorporated in Delaware in 1923 as the
successor to a business formed in 1902. Our executive offices
are located at 4666 Faries Parkway, Decatur, Illinois 62526
(telephone number 217/424-5200). When we refer to "our
company", "we", "our" or "us" in this prospectus we mean Archer-
Daniels-Midland Company, its subsidiaries and their
predecessors, unless otherwise noted or indicated by the
context.
DIVIDENDS
We have paid cash dividends on our common stock in each
year since 1927 and consecutive quarterly cash dividends since
1932. We paid a 5% stock dividend on September 21, 1998 to
shareholders of record on August 24, 1998. A cash dividend in
the amount of $0.05 per share was declared on October 22, 1998,
payable on November 30, 1998 to shareholders of record November
6, 1998. Our company's Board of Directors will determine the
payment of future dividends based upon the level of earnings,
the financial condition of our company and other relevant
factors.
PRICE RANGE OF COMMON STOCK
The common stock of our company is listed on the New York
Stock Exchange. The following table shows for the calendar
periods indicated the high and low sales prices (rounded to the
nearest 1/16) of our common stock on the New York Stock
Exchange, as reported by The Wall Street Journal, adjusted for
stock dividends paid through the date of this prospectus:
<TABLE>
<CAPTION>
<S> <C> <C>
High Low
1996: $ $
First quarter.......... 16-7/8 14-1/2
Second quarter......... 17-1/2 15-1/2
Third quarter ......... 17-1/2 14-3/16
Fourth quarter......... 20-15/16 17-1/4
1997:
First quarter ......... 20-13/16 15-11/16
Second quarter ........ 21-13/16 15-1/2
Third quarter ......... 23-7/16 19-5/16
Fourth quarter......... 23-1/4 17-1/8
1998:
First quarter ......... 22-1/2 19-3/4
Second quarter ........ 21-11/16 17-5/8
Third quarter ......... 18-15/16 14-13/16
Fourth quarter (through
November 30, 1998) 19-3/8 16
</TABLE>
For a recent price of the common stock on the New York
Stock Exchange, see the cover page of this prospectus.
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SELLING SHAREHOLDERS
The following table identifies the selling shareholders
and the number of outstanding shares of common stock of our
company beneficially owned by them as of November 30, 1998.
The maximum number of shares proposed to be sold by each
selling shareholders pursuant to this Registration Statement is
shown below.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Shares Owned Shares Owned
Percentage
Before After
Ownership
Selling Shareholder Offering Shares Offered Offering
After Offering
GROWMARK, Inc.(1) 2,822,746 169,738 2,653,008
*
J. R. Randall TR 988,534 10,127 978,407
*
UA 9-13-88
James R. Randall Trust(2)
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</TABLE>
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PLAN OF DISTRIBUTION
The distribution of the shares offered by the selling
shareholders may be effected from time to time in one more
transactions on:
the New York Stock Exchange or otherwise;
in the over-the-counter market;
in negotiated transactions;
through the writing of options on shares (whether the
options are listed on an options exchange or otherwise);
or
by a combination of these methods of sale.
The sales may be at market prices prevailing at the time
of sale, at prices related to those prevailing market prices,
or at negotiated prices. The selling shareholders may effect
these transactions by selling shares through broker-dealers,
and those broker-dealers may receive compensation in the form
of underwriting discounts, concessions or commissions from the
selling shareholders and/or purchasers of shares for whom they
may act as agent (which compensation may be in excess of
customary commissions). The selling shareholders and broker-
dealers that participate with the selling shareholders in the
distribution of shares may be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act of
1933, and any commissions received by them and any profit on
the resale of shares may be deemed to be underwriting
compensation.
We will pay the expenses of the offering by the selling
shareholders, which we estimate to be $14,000.
LEGAL OPINIONS
The validity of the shares offered hereby will be passed
upon for us by D. J. Smith, Vice President, Secretary and
General Counsel of our company. Mr. Smith beneficially owns
shares of common stock of our company.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our
consolidated financial statements included in our Annual Report
on Form 10-K for the year ended June 30, 1998, as set forth in
their report, which is incorporated in this prospectus by
reference. Our consolidated financial statements are
incorporated by reference in reliance on their report, given on
their authority as experts in accounting and auditing.
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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Securities and Exchange Commission registration
fee.....$ 901
Legal
services.......................................... 5,000
Blue Sky fees and
expenses.............................. 2,000
Accounting
services..................................... 3,500
Printing and
engraving.................................. 2,000
Miscellaneous...........................................
599
Total....................................... $14,000
All of the above items except the registration fee are
estimated, and all of the expenses will be paid by the
Registrant.
Item 15. Indemnification of Directors and Officers.
Under Delaware law, a corporation may indemnify any person
who was or is a party or is threatened to be made a party to an
action (other than an action by or in the right of the
corporation) by reason of his service as a director, officer,
employee or agent of the corporation, or his service, at the
corporation's request, as a director, officer, employee or
agent of another corporation or other enterprise, against
expenses (including attorneys' fees) that are actually and
reasonably incurred by him ("Expenses"), and judgments, fines
and amounts paid in settlement that are actually and reasonably
incurred by him, in connection with the defense or settlement
of such action, provided that he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the
corporation's best interests, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe that
his conduct was unlawful. Although Delaware law permits a
corporation to indemnify any person referred to above against
Expenses in connection with the defense or settlement of an
action by or in the right of the corporation, provided that he
acted in good faith and in a manner he reasonably believed to
be in or not opposed to the corporation's best interests, if
such person has been judged liable to the corporation,
indemnification is only permitted to the extent that the Court
of Chancery (or the court in which the action was brought)
determines that, despite the adjudication of liability, such
person is entitled to indemnity for such Expenses as the court
deems proper. The General Corporation Law of the State of
Delaware also provides for mandatory indemnification of any
director, officer, employee or agent against Expenses to the
extent such person has been successful in any proceeding
covered by the statute. In addition, the General Corporation
Law of the State of Delaware permits (i) Delaware corporations
to include a provision in their certificates of incorporation
limiting or eliminating the personal liability of a director to
a corporation or its stockholders, under certain circumstances,
for monetary damages or breach of fiduciary duty as a director
and (ii) the general authorization of advancement of a
director's or officer's litigation expenses, including by means
of a mandatory charter or bylaw provision to that effect, in
lieu of requiring the authorization of such advancement by the
board of directors in specific cases. In addition, the General
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Corporation Law of the State of Delaware provides that
indemnification and advancement of expenses provided by the
statute shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses
may be entitled under any bylaw, agreement or otherwise.
Article Fourteenth of the Certificate of Incorporation of
the Registrant and Article X of the Bylaws of the Registrant
provide for the broad indemnification of the directors and
officers of the registrant and limit the personal monetary
liability of directors of the Registrant to the fullest extent
permitted by current Delaware law. The Registrant has also
entered into indemnification contracts with certain of its
directors and officers. The Registrant also maintains
insurance coverage relating to certain liabilities of its
directors and officers.
Item 16. Exhibits.
4(a)- Composite Certificate of Incorporation of the
Registrant, as amended. (Incorporated by reference
to Exhibit 3(a) to Post-
Effective Amendment No. 1 to Registration Statement
No. 33-6721.)
4(b)- Bylaws of the Registrant, as amended.
(Incorporated by reference
to Exhibit 3(b) to Post-Effective Amendment No. 1 to
Registration Statement No. 33-6721.)
5 - Opinion and consent of D. J. Smith.
23 - Consent of independent auditors.
24 - Powers of Attorney.
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Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or
events arising after the effective date of the
Registration Statement (or the most recent post-
effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in
the information set forth in the Registration
Statement;
(iii) to include any material information with
respect to the plan of distribution not previously
disclosed in the registration Statement or any
material change to such information in the
Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do
not apply if the Registration Statement is on Form S-3 or
Form S-8 and the information required to be included in a
post-effective amendment by those paragraphs is contained
in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the
Registration Statement;
(2) that, for the purpose of determining any
liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof;
(3) to remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering;
(4) that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that
is incorporated by reference in this Registration
Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as indemnification by the Registrant for
liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions of Item 15 above, or
otherwise, the Registrant has been informed that in the opinion
of the Securities and Exchange Commission such indemnification
is against
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public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to the court of appropriate
jurisdiction the question of whether such indemnification by it
is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on
Form S-3 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Decatur, State of Illinois, on
December 3, 1998.
ARCHER-DANIELS-MIDLAND COMPANY
/s/ D. J. Smith
D. J. Smith
Vice President, Secretary
and General Counsel
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed on December
3, 1998 by the following persons in the capacities indicated:
G. A. Andreas*, President and Chief Executive Officer,
Director
(Principal Executive Officer)
D. J. Schmalz, Vice President and
Chief Financial Officer
(Principal Financial Officer)
/s/ D. J. Schmalz
S. R. Mills, Controller
(Principal Accounting Officer)
/s/ S. R. Mills
D. O. Andreas*, Chairman of the Board
J. R. Block*, Director
Richard Burt*, Director
M. H. Carter*, Director
Gaylord O. Coan*, Director
F. Ross Johnson*, Director
M. B. Mulroney*, Director
Robert S. Strauss*, Director
John K. Vanier*, Director
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O. Glenn Webb*, Director
Andrew Young*, Director
* D. J. Smith, by signing his name hereto, does hereby sign
this document on behalf of each of the above named officers and
directors of the Registrant pursuant to powers of attorney duly
executed by such persons.
/s/ D. J. Smith
D. J. Smith
Attorney-in-fact
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EXHIBIT INDEX
FORM OF
EXHIBIT NO. EXHIBIT
FILING
4(a) Composite Certificate of Incorporation
Incorporated
of the Registrant, as amended. by
Reference
4(b) Bylaws of the Registrant, as amended.
Incorporated
by Reference
5 Opinion and consent of D. J. Smith
Electronic
Transmission
23 Consent of independent auditors
Electronic
Transmission
24 Powers of Attorney Electronic
Transmission
14
_______________________________
* represents less than one percent of our company's outstanding
common stock.
1Growmark's chairman and president is a member of our Company's
Board of Directors.
2 James R. Randall served as President and a Director of our
Company until June 30, 1997 and October 17, 1996, respectively.
PAGE 1
December 3, 1998
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Re: Archer-Daniels-Midland Company
Gentlemen:
On behalf of Archer-Daniels-Midland Company, a Delaware
corporation (the "Company"), there is hereby transmitted
for filing, pursuant to the Electronic Data Gathering,
Analysis and Retrieval System, a Registration Statement,
on Form S-3, of the Company for the registration under
the Securities Act of 1933, as amended, of shares of
Common Stock of the Company pursuant to Rule 415,
together with the certain exhibits listed in the
Registration Statement.
The Company has previously wired funds in the amount of
$901.00 to the Commission's account at the Mellon Bank,
account number 910-8739, in payment of the registration
fee.
Also transmitted herewith is a letter from the Company
requesting acceleration of the effectiveness of the
Registration Statement to 9:30 a.m., Eastern time, on
December 9, 1998, or as early as possible thereafter.
The originals of all written communications relating to
the Registration Statement should be sent to the agent
for service, Mr. D. J. Smith, Vice President, Secretary
and General Counsel, Archer-Daniels-Midland Company,
4666 Faries Parkway, Decatur, Illinois 62526. Would you
please send copies of all communications to Mr. James E.
Nicholson, Faegre & Benson, LLP, 2200 Norwest Center, 90
South Seventh Street, Minneapolis, Minnesota 55402.
With respect to matters relating to Registration
Statement, please call the undersigned (217)424-6183.
Very truly yours,
/s/ D. J. Smith
D. J. Smith
Vice President, Secretary
and General Counsel
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December 3, 1998
Securities and Exchange Commission
450 Fifth Street N. W.
Washington, D.C. 20549
Re: Archer-Daniels-Midland Company
Registration No. 333-______________
Gentlemen:
The undersigned, on behalf of Archer-Daniels-Midland
Company, respectfully requests that the effective date of
its Registration Statement on Form S-3 relating to shares of
its outstanding Common Stock proposed to be sold by certain
shareholders of the Company, be accelerated and that such
Registration Statement be permitted to become effective at
9:30 a.m., Eastern time, on December 9, 1998, or as early as
possible thereafter. The Registrant acknowledges its
responsibilities under the Securities Act of 1933 and the
rules and regulations thereunder.
Very truly yours,
/s/ D. J. Smith
D. J. Smith
Vice President, Secretary
and General Counsel
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EXHIBIT 23
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Experts" in the Registration Statement Form S-3 and related
Prospectus of Archer-Daniels-Midland Company for the
registration of 179,865 shares of its common stock and to the
incorporation by reference therein of our report dated July 31,
1998, with respect to the consolidated financial statements of
Archer-Daniels-Midland Company incorporated by reference in its
Annual Report on Form 10-K for the year ended June 30, 1998,
filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Minneapolis, Minnesota
December 1, 1998
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ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or officer of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware
corporation, does hereby make, constitute and appoint G. ALLEN
ANDREAS, DOUGLAS J. SCHMALZ, and D. J. SMITH, and each or any
one of them, the undersigned's true and lawful attorneys-in-
fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said
Company to a Registration Statement or Registration Statements,
on Form S-3 or other applicable form, and all amendments,
including post-effective amendments, thereto, to be filed by
said Company with the Securities and Exchange Commission,
Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of securities of said
Company proposed to be sold by certain shareholders of said
Company and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto
said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein
expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the
undersigned's hand on this 16th day of November, 1998.
/s/ Dwayne O. Andreas
Dwayne O. Andreas
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ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or officer of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware
corporation, does hereby make, constitute and appoint G. ALLEN
ANDREAS, DOUGLAS J. SCHMALZ, and D. J. SMITH, and each or any
one of them, the undersigned's true and lawful attorneys-in-
fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said
Company to a Registration Statement or Registration Statements,
on Form S-3 or other applicable form, and all amendments,
including post-effective amendments, thereto, to be filed by
said Company with the Securities and Exchange Commission,
Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of securities of said
Company proposed to be sold by certain shareholders of said
Company and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto
said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein
expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the
undersigned's hand on this 17th day of November, 1998.
/s/ G. Allen Andreas
G. Allen Andreas
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ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or officer of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware
corporation, does hereby make, constitute and appoint G. ALLEN
ANDREAS, DOUGLAS J. SCHMALZ, and D. J. SMITH, and each or any
one of them, the undersigned's true and lawful attorneys-in-
fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said
Company to a Registration Statement or Registration Statements,
on Form S-3 or other applicable form, and all amendments,
including post-effective amendments, thereto, to be filed by
said Company with the Securities and Exchange Commission,
Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of securities of said
Company proposed to be sold by certain shareholders of said
Company and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto
said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein
expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the
undersigned's hand on this 18th day of November, 1998.
/s/ John R. Block
John R. Block
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ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or officer of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware
corporation, does hereby make, constitute and appoint G. ALLEN
ANDREAS, DOUGLAS J. SCHMALZ, and D. J. SMITH, and each or any
one of them, the undersigned's true and lawful attorneys-in-
fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said
Company to a Registration Statement or Registration Statements,
on Form S-3 or other applicable form, and all amendments,
including post-effective amendments, thereto, to be filed by
said Company with the Securities and Exchange Commission,
Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of securities of said
Company proposed to be sold by certain shareholders of said
Company and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto
said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein
expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the
undersigned's hand on this 16th day of November, 1998.
/s/ Richard R. Burt
Richard R. Burt
4
Page 5
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or officer of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware
corporation, does hereby make, constitute and appoint G. ALLEN
ANDREAS, DOUGLAS J. SCHMALZ, and D. J. SMITH, and each or any
one of them, the undersigned's true and lawful attorneys-in-
fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said
Company to a Registration Statement or Registration Statements,
on Form S-3 or other applicable form, and all amendments,
including post-effective amendments, thereto, to be filed by
said Company with the Securities and Exchange Commission,
Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of securities of said
Company proposed to be sold by certain shareholders of said
Company and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto
said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein
expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the
undersigned's hand on this 16th day of November, 1998.
/s/ Mollie H. Carter
Mollie H. Carter
5
Page 6
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or officer of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware
corporation, does hereby make, constitute and appoint G. ALLEN
ANDREAS, DOUGLAS J. SCHMALZ, and D. J. SMITH, and each or any
one of them, the undersigned's true and lawful attorneys-in-
fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said
Company to a Registration Statement or Registration Statements,
on Form S-3 or other applicable form, and all amendments,
including post-effective amendments, thereto, to be filed by
said Company with the Securities and Exchange Commission,
Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of securities of said
Company proposed to be sold by certain shareholders of said
Company and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto
said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein
expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the
undersigned's hand on this 17th day of November, 1998.
/s/ Gaylord O. Coan
Gaylord O. Coan
6
Page 7
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or officer of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware
corporation, does hereby make, constitute and appoint G. ALLEN
ANDREAS, DOUGLAS J. SCHMALZ, and D. J. SMITH, and each or any
one of them, the undersigned's true and lawful attorneys-in-
fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said
Company to a Registration Statement or Registration Statements,
on Form S-3 or other applicable form, and all amendments,
including post-effective amendments, thereto, to be filed by
said Company with the Securities and Exchange Commission,
Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of securities of said
Company proposed to be sold by certain shareholders of said
Company and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto
said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein
expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the
undersigned's hand on this 13th day of November, 1998.
/s/ F. Ross Johnson
F. Ross Johnson
7
Page 8
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or officer of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware
corporation, does hereby make, constitute and appoint G. ALLEN
ANDREAS, DOUGLAS J. SCHMALZ, and D. J. SMITH, and each or any
one of them, the undersigned's true and lawful attorneys-in-
fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said
Company to a Registration Statement or Registration Statements,
on Form S-3 or other applicable form, and all amendments,
including post-effective amendments, thereto, to be filed by
said Company with the Securities and Exchange Commission,
Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of securities of said
Company proposed to be sold by certain shareholders of said
Company and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto
said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein
expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the
undersigned's hand on this 13th day of November, 1998.
/s/ M. Brian Mulroney
M. Brian Mulroney
8
Page 9
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or officer of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware
corporation, does hereby make, constitute and appoint G. ALLEN
ANDREAS, DOUGLAS J. SCHMALZ, and D. J. SMITH, and each or any
one of them, the undersigned's true and lawful attorneys-in-
fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said
Company to a Registration Statement or Registration Statements,
on Form S-3 or other applicable form, and all amendments,
including post-effective amendments, thereto, to be filed by
said Company with the Securities and Exchange Commission,
Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of securities of said
Company proposed to be sold by certain shareholders of said
Company and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto
said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein
expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the
undersigned's hand on this 18th day of November, 1998.
/s/ Robert S. Strauss
Robert S. Strauss
9
Page 10
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or officer of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware
corporation, does hereby make, constitute and appoint G. ALLEN
ANDREAS, DOUGLAS J. SCHMALZ, and D. J. SMITH, and each or any
one of them, the undersigned's true and lawful attorneys-in-
fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said
Company to a Registration Statement or Registration Statements,
on Form S-3 or other applicable form, and all amendments,
including post-effective amendments, thereto, to be filed by
said Company with the Securities and Exchange Commission,
Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of securities of said
Company proposed to be sold by certain shareholders of said
Company and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto
said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein
expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the
undersigned's hand on this 20th day of November, 1998.
/s/ John K. Vanier
John K. Vanier
10
Page 11
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or officer of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware
corporation, does hereby make, constitute and appoint G. ALLEN
ANDREAS, DOUGLAS J. SCHMALZ, and D. J. SMITH, and each or any
one of them, the undersigned's true and lawful attorneys-in-
fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said
Company to a Registration Statement or Registration Statements,
on Form S-3 or other applicable form, and all amendments,
including post-effective amendments, thereto, to be filed by
said Company with the Securities and Exchange Commission,
Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of securities of said
Company proposed to be sold by certain shareholders of said
Company and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto
said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein
expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the
undersigned's hand on this 16th day of November, 1998.
/s/ O. Glenn Webb
O. Glenn Webb
11
Page 12
ARCHER-DANIELS-MIDLAND COMPANY
Power of Attorney
of Director and/or Officer
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
and/or officer of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware
corporation, does hereby make, constitute and appoint G. ALLEN
ANDREAS, DOUGLAS J. SCHMALZ, and D. J. SMITH, and each or any
one of them, the undersigned's true and lawful attorneys-in-
fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director and/or officer of said
Company to a Registration Statement or Registration Statements,
on Form S-3 or other applicable form, and all amendments,
including post-effective amendments, thereto, to be filed by
said Company with the Securities and Exchange Commission,
Washington, D.C., in connection with the registration under the
Securities Act of 1933, as amended, of securities of said
Company proposed to be sold by certain shareholders of said
Company and to file the same, with all exhibits thereto and
other supporting documents, with said Commission, granting unto
said attorneys-in-fact, and each of them, full power and
authority to do and perform any and all acts necessary or
incidental to the performance and execution of the powers herein
expressly granted.
IN WITNESS WHEREOF, the undersigned has hereunto set the
undersigned's hand on this 30th day of November, 1998.
/s/ Andrew Young
Andrew Young
12
