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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.)*
Worthington Foods, Inc.
_____________________________________________________________
(Name of Issuer)
COMMON STOCK
_____________________________________________________________
(Title of Class of Securities)
981809-10-6
______________________________________________
(CUSIP Number)
D. J. Smith, Secretary, Archer-Daniels-Midland Company, 4666
Faries Parkway, P. O. Box 1470, Decatur, IL 62525, Telephone:
(217)424-6183
______________________________________________________________
(Name, Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
March 29, 1999
___________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box __.
Check the following box if a fee is being paid with the
statement _X_. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the commission. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of Securities, and for any subsequent
amendment containing information which would alter disclosures
provided in a prior cover page.
This information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that Section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 981809-10-6 Page 2 of
5 Pages
_______________________________________________________________
____
1 NAME OF REPORTING PERSON
S. S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Archer-Daniels-Midland Company
I.R.S. Identification No. 41-0129150
_______________________________________________________________
____
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(a)__
(b)__
_______________________________________________________________
____
3 SEC USE ONLY
_______________________________________________________________
____
4 SOURCE OF FUNDS *
WC
_______________________________________________________________
____
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(E) _x_
See Item 2
_______________________________________________________________
____
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_______________________________________________________________
____
|7 SOLE VOTING POWER
NUMBER OF | 716,950
SHARES |_________________________________________________
BENEFICIALLY |8 SHARED VOTING POWER
OWNED BY | -0-
EACH |_________________________________________________
REPORTING |9 SOLE DISPOSITIVE POWER
PERSON | 716,950
WITH |_________________________________________________
|10 SHARED DISPOSITIVE POWER
| -0-
_______________________________________________________________
___
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
716,950
_______________________________________________________________
___
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(11)EXCLUDES
CERTAIN
SHARES * __
_______________________________________________________________
___
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.794% based on 12,373,745 shares outstanding
_______________________________________________________________
___
14 TYPE OF REPORTING PERSON *
CO
_______________________________________________________________
___
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 981809-10-6 Page 3 of 5 Pages
ARCHER-DANIELS-MIDLAND COMPANY
Statement Pursuant to Section 13(d) of the
Securities Exchange Act of 1934
Item 1. Security and Issuer.
This Statement relates to the Common Stock, no par
value, of Worthington Foods, Inc., an Ohio corporation (the
"Issuer"), 900 Proprietors Road, Worthington, Ohio 43085.
Item 2. Identity and Background.
The person filing this Statement is Archer-Daniels-
Midland Company, a Delaware corporation ("ADM"), 4666 Faries
Parkway, P.O. Box 1470, Decatur, Illinois 62525. ADM is a
major processor of agricultural products for the food and feed
industries, and it is one of the largest oilseed and vegetable
oil processors, corn refiners and fuel alcohol producers, and
wheat millers in the United States.
Set forth in Appendix I with respect to each director
and executive officer of ADM are his or her name, business
address and present principal employment or occupation and the
name and principal business and address of any corporation or
other organization in which such employment or occupation is
carried on. No person other than persons listed in Appendix I
might be deemed to control ADM.
On October 15, 1996, the Company pled guilty to a two
count information in the Northern District of Illinois pursuant
to an agreement with the Department of Justice. This
information states that the Company engaged in anticompetitive
conduct in connection with the sale of lysine and citric acid.
In connection with its agreement the Company paid the United
States a fine of $70 million with respect to lysine and $30
million with respect to citric acid.
On May 27,1998, the Company pled guilty to a three
count indictment in the Federal Court of Canada pursuant to an
agreement with Director of Investigation and Research and the
Attorney General of Canada. The indictment alleged that the
Company engaged in anticompetitive conduct in connection with
lysine and citric acid. The Company paid a fine of $16 million
(Canadian Dollars).
Each of the directors and executive officers of ADM,
except F. Ross Johnson, M. Brian Mulroney and J. D. McNamara,
is a United States citizen.
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CUSIP NO. 981809-10-6 Page 4 of 5 Pages
Item 3. Source and Amount of Funds or Other Consideration.
Since October 16, 1998, ADM has made purchases of the
Common Stock of the Issuer on the open market (NASDAQ). The
amounts and prices for the transactions which occurred in the
last sixty (60) days are shown on Appendix II. All purchases
were made from ADM's working capital.
Item 4. Purpose of Transaction.
ADM has purchased shares of the Common Stock of the
Issuer for investment purposes. ADM may, from time to time,
depending on market conditions and other considerations,
purchase additional shares or dispose of some or all of the
shares held by it.
Except as set forth above, ADM has no plans nor
proposals which relate to or would result in any of the actions
enumerated in clauses (a)-(j) of Item 4 of Schedule 13D under
the Securities Exchange Act of 1934, as amended.
Item 5. Interest in Securities of the Issuer.
The Issuer is believed to have 12,373,745 shares of
Common Stock outstanding. ADM beneficially owns 716,950 shares
of the Common Stock of the Issuer or approximately 5.794% of
the outstanding Common Stock described above and has sole power
to vote or to direct the vote and sole power to dispose or
direct the disposition of such shares. Except as disclosed in
Appendix I, neither ADM nor any director or executive officer
of ADM beneficially owns or has a right to acquire, directly or
indirectly, any additional Common Stock of the Issuer. With
respect to shares owned by K. Robinson, as shown in Appendix I,
Mr. Robinson has sole power to vote or to direct the vote and
sole power to dispose or direct the disposition of such shares.
During the past sixty days there have been no
transactions in shares of Common Stock of the Issuer by ADM or
any director or executive officer of ADM, other than as
reported in Item 3.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the
Issuer.
Pursuant to an Asset Sale and Purchase Agreement
between ADM and the Issuer dated September 28, 1998, the Issuer
has granted to ADM certain registration rights with respect to
unregistered shares acquired by ADM as consideration for the
sale of assets. These registration rights allow ADM to demand
registration by the Issuer of such unregistered shares after
August 16, 1999 and allow ADM the right to participate in any
registration by Issuer of securities if such registration
occurs prior to October 16, 2000.
Item 7. Materials to be Filed as Exhibits.
None.
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CUSIP NO. 981809-10-6 Page 5 of 5 Pages
Signature
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
Statement is true, complete and correct.
Dated: April 6, 1999
ARCHER-DANIELS-MIDLAND COMPANY
/s/ S. A. Roberts
By: ___________________________
Its Assistant Secretary
and Assistant General Counsel
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CUSIP NO. 981809-10-6 APPENDIX I
ARCHER-DANIELS-MIDLAND COMPANY
Set forth below with respect to each director and
executive officer of Archer-Daniels-Midland Company ("ADM") are
his or her name and (a) his or her business address (unless
another address is set forth, the business address of each
person is 4666 Faries Parkway, P.O. Box 1470, Decatur, Illinois
62525); (b) his or her present principal employment or
occupation and the name and (if not ADM) principal business of
any corporation or other organization in which such employment
or occupation is carried on and the address of such corporation
or other organization (which, unless another address is set
forth, is the same as the business address set forth for such
person); and (c) the number of shares of the Common Shares of
the Issuer beneficially owned by him or her.
DIRECTORS
Dwayne O. Andreas: (a) see above; (b) Chairman Emeritus of the
Board of Directors of ADM; (c) none.
G. Allen Andreas: (a) see above; (b) Chairman of the Board of
Directors of ADM and Chief Executive Officer of ADM; (c) none.
J. R. Block: (a) 201 Park Washington Court, Falls Church, VA
22046; (b) President of Food Distributors International; (c)
none.
Richard R. Burt: (a)1275 Pennsylvania Ave. N.W., 10th Floor,
Washington, D.C. 20036; (b) Chairman of IEP Advisors, LLP; (c)
none.
M. H. Carter: (a) 2090 S. Ohio, Salina, KS 67401; (b) Chairman
of the Board of Sunflower Bank; (c) none.
G. O. Coan: (a) P.O. Box 2210, Atlanta, GA 30301; (b) Chief
Executive Officer of Gold Kist Inc.; (c) none.
F. Ross Johnson: (a) 200 Galleria Parkway, Suite 970, Atlanta,
GA 30339; (b) Chairman of the Board and Chief Executive Officer
of RJM Group, Inc.; (c) none.
M. Brian Mulroney: (a) 1981 Avenue McGill College, Suite 1100,
Montreal, Quebec, Canada H3A 3C1; (b)Senior Partner in the law
firm of Ogilvy Renault; (c) none.
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CUSIP NO. 981809-10-6 APPENDIX I continued
R. S. Strauss: (a) 1333 New Hampshire Ave. N.W., Washington,
D.C. 20036; (b) partner in law firm of Akin, Gump, Strauss,
Hauer & Feld; (c) none.
J. K. Vanier: (a) Box 58, Salina, KS 67401; (b) Chief
Executive Officer of Western Star Ag. Resources,
Inc.(investments and livestock); (c) none.
O. G. Webb: (a) P.O. Box 2500, Bloomington, IL 61702; (b)
Chairman of the Board and President of GROWMARK, Inc.; (c)
none.
Andrew Young: (a) 303 Peachtree St., N.E., Suite 4800,
Atlanta, GA 30308; (b) Co-Chairman of GoodWorks International;
(c) none.
OTHER EXECUTIVE OFFICERS
G. A. Andreas, Jr.: (a) see above; (b) Chairman and Chief
Executive Officer; (c) none.
J. D. McNamara: (a) see above; (b) President; (c) none.
C. T. Bayless: (a) see above; (b) Executive Vice President and
Special Assistant to the Chief Executive; (c) none.
M. L. Andreas: (a) see above; (b) Senior Vice President; (c)
none.
B. D Kraft: (a) see above; (b) Senior Vice President; (c)
none.
R. P. Reising: (a) see above; (b) Senior Vice President; (c)
none.
L. W. Batchelder: (a) see above; (b) Group Vice President; (c)
none.
H. E. Buoy: (a) see above; (b) Group Vice President; (c) none.
L. H. Cunningham: (a) see above; (b) Group Vice President; (c)
none.
C. L. Hamlin: (a) 8000 West 110th Street, Overland Park, KS
66210; (b) Group Vice President; (c) none.
J. D. Rice: (a) see above; (b) Group Vice President; (c) none.
P. Mulhollem: (a) Church Manorway, Erith, Kent DA8 1DL,
England; (b) Group Vice President; (c) none.
R. V. Preiksaitis: (a) see above; (b) Group Vice President;
(c) none.
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CUSIP NO. 981809-10-6 APPENDIX I continued
D. J. Schmalz: (a) see above; (b) Vice President and Chief
Financial Officer; (c) none.
D. J. Smith: (a) see above; (b) Vice President, Secretary and
General Counsel; (c) none.
W. H. Camp: (a) see above; (b) Vice President; (c) none.
Mark J. Cheviron: (a) see above; (b) Vice President; (c) none.
E. A. Harjehausen: (a) see above; (b) Vice President; (c)
None.
P. L. Krug, Jr.: (a) 141 West Jackson Blvd. Suite 1610 A,
Chicago, IL; (b) Vice President; (c) none.
J. E. Long: (a) see above; (b) Vice President; (c) none.
J. McDonald: (a) see above; (b) Vice President; (c) none.
B. Peterson: (a) see above; (b) Vice President; (c) none.
J. G. Reed: (a)2000 "L" Street NW, Suite 200, Washington, DC
20036; (b) Vice President; (c) none.
K. Robinson: (a) see above; (b) Vice President; (c) 500
shares.
S. Yu: (a) see above; (b) Vice President; (c) none.
C. P. Archer: (a) see above; (b) Treasurer; (c) none.
S. R. Mills (a) see above; (b) Controller; (c) none.
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APPENDIX II
Marketable Securities - Purchase Detail
From: 02/04/99
To: 04/06/99
[CAPTION]
<TABLE>
Trade # of Tran
Date Shares Price
_________ _______ ______
<S> <C> <C>
Description: Worthington Foods, Inc.
03/10/99 22,200 11.912
03/11/99 30,000 11.740
03/23/99 10,000 11.813
03/24/99 30,000 11.813
03/26/99 30,000 11.208
03/29/99 30,000 11.140
03/30/99 20,000 11.344
03/31/99 11,000 11.358
04/01/99 30,000 11.146
04/05/99 15,000 11.458
________ ______
</TABLE>
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