CALGENE INC /DE/, 10-K405/A, 1995-10-30

CALGENE INC /DE/
10-K405/A, 1995-10-30
FATS & OILS

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<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
________

FORM 10-K/A
AMENDMENT NO. 1 TO
ANNUAL REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

(Mark One)
[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 [Fee Required]
For the fiscal year ended June 30, 1995 or

[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required]
For the transition period from to .
---------- ----------

For the Fiscal Year ended Commission File Number
June 30, 1995 0-14802

CALGENE, INC.
(Exact name of registrant as specified in its charter)

Delaware 68-0115089
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)

1920 Fifth Street, Davis, CA 95616
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (916) 753-6313
___________

Securities registered pursuant to Section 12(b) of the Act

NONE

Securities registered pursuant to Section 12(g) of the Act
Common Stock, par value $.001 per share
(Title of Class)
___________

Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities and
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

Yes X No
--- ---

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

The aggregate market value of the voting stock held by nonaffiliates of
the Registrant was approximately $188,699,924 as of August 31, 1995 based upon
the closing price on the NASDAQ National Market System reported for such date.
Shares of Common Stock held by each officer and director and by each person who
owns 5% or more of the outstanding Common Stock have been excluded in that such
persons may be deemed to be affiliates. This determination of affiliate status
is not necessarily a conclusive determination for other purposes.

30,250,408 shares of Common Stock were Issued and Outstanding as of
August 31, 1995.

DOCUMENTS INCORPORATED BY REFERENCE

NONE
<PAGE> 2

<TABLE>
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
--------------------------------------------------

The Board of Directors of Calgene, Inc. (the "Company") is as follows:

<CAPTION>
Director
Name of Director Age Principal Occupation Since
---------------- --- -------------------- -------
<S> <C> <C> <C>
Donald L. Baeder 70 Chairman and Chief Executive Officer, 1993
Regency Group, Inc.

Robert E. Baker 48 Vice President, Marketing and Strategy, 1994
Specialty Foods Corporation

Warren R. Haug 57 Vice President, Research & Development 1992
for Laundry and Fabric Conditioner Products,
The Procter & Gamble Company

Donald Helinski 62 Former Director, Center for Molecular 1988
Genetics, University of California,
San Diego, Retired

Howard D. Palefsky 48 President and Chief Executive Officer, 1986
Collagen Corporation

Roger H. Salquist 54 Chairman and Chief Executive Officer, 1981
Calgene, Inc.

Roderick N. Stacey 50 President and Chief Operating Officer, 1990
Calgene, Inc.

Carl V. Stinnett 61 Principal, The Market Connection 1991

Allen J. Vangelos 63 President and Chief Executive Officer, 1994
Calavo Growers of California
</TABLE>

There is no family relationship between any director and any other
director or executive officer of the Company.

Mr. Baeder has served since 1987 as Chairman and Chief Executive Officer
of Regency Group, Inc., a firm specializing in the acquisition, repositioning
and restructuring of environmentally sensitive and other businesses.
Previously, he served as President and Chief Executive Officer of Occidental
Chemical Company, Executive Vice President of Occidental Petroleum Corporation
and Vice President of Exxon Corporation's corporate and government research
group.

Mr. Baker has been Vice President, Marketing and Strategy, for Specialty
Foods Corporation since February 1994. From 1992 to 1994, Mr. Baker was
President and Founder of The Baker Group, Inc., a marketing services company.
Previously, he served as Vice President, Marketing and Marketing Services of the
frozen foods division of Kraft General Foods.

Dr. Haug joined The Procter & Gamble Company in 1965. Since then, he
has held various positions and has been a Vice President since 1988 with
research and development responsibilities involving laundry, cleaning and fabric
conditioner products. His title since December 1992 has been Vice President,
Research and Development for Laundry and Fabric Conditioner Products.

-2-
<PAGE> 3
Dr. Helinski has been a Professor of Biology since 1965 and the Director
of the Center for Molecular Genetics since 1984 at the University of California,
San Diego.

Mr. Palefsky has been the President and Chief Executive Officer of
Collagen Corporation, a medical products company, since 1978. He is also a
director of Collagen Corporation and Target Therapeutics, Inc., both medical
products companies.

Mr. Salquist has been an executive officer of the Company since
September 1983 and its Chief Executive Officer since November 1985. Mr. Salquist
is a director of Collagen Corporation and Chairman of the Board of Directors of
Celtrix Pharmaceuticals, Inc., both medical products companies.

Mr. Stacey was elected President and Chief Operating Officer of the
Company in December 1992. He was the founder of United Agriseeds Inc., a hybrid
corn and soybean company, and was its President and Chief Executive Officer from
1982 until October 1989. United Agriseeds was acquired by Dow Chemical Company
in 1987. In November 1989, Mr. Stacey became the President and Chief Executive
Officer of Sunseeds Genetics Inc., a financially distressed vegetable seed
company which subsequently filed for protection under Chapter 11 of the
Bankruptcy Code and was sold to Westinghouse Credit Corporation in June 1990.
Mr. Stacey was the President of R. Matthew Neil & Co., Inc., a business
consulting company, from December 1990 until December 1992.

Mr. Stinnett has been a Principal of the Northern Group, a financial
partnership which acquires and operates food companies, since July 1990. Mr.
Stinnett was President of the Campbell Enterprises Division of Campbell Soup
Company from November 1985 to July 1990.

Mr. Vangelos has been the President and Chief Executive Officer of
Calavo Growers of California since September 1986, prior to which he held
management positions at Castle & Cooke, including Vice President and General
Manager of Processed Products and President of International Diversified
Business and Fresh Marketing. From 1980 to 1984, he was the Chief Executive
Officer of Impact Corporate Group, a food brokerage company, Mr. Vangelos was
the 1993 Chairman of the Board of Directors of the Agricultural Council of
California and a past Chairman of the United Fresh Fruit and Vegetable
Association.

BOARD MEETINGS, COMMITTEES AND DIRECTOR COMPENSATION

The Board of Directors of the Company (the "Board") held ten meetings
during the fiscal year ended June 30, 1995, including telephone meetings. No
nominee attended fewer than 75% of the meetings of the Board of Directors and of
the committee of the Board on which he served that were held during the period
of the director's service, except Mr. Baeder who attended 60% of the meetings
due to health reasons.

The Board has an Audit Committee and a Human Resources Committee. It
does not have a nominating committee or a committee performing the functions of
a nominating committee. From time to time, the Board has created various ad hoc
committees for special purposes.

The Audit Committee consists of Messrs. Palefsky and Vangelos. The
Audit Committee held four meetings in the last fiscal year. The Audit Committee
recommends engagement of the Company's independent auditors and is primarily
responsible for approving the services performed by the Company's independent
auditors and for reviewing and evaluating the Company's accounting principles
and its system of internal accounting controls.

The Human Resources Committee consists of Messrs. Baker, Baeder,
Helinski and Stinnett. The Human Resources Committee held six meetings during
the last fiscal year. The Human Resources Committee reviews and makes
recommendations to the Board concerning the Company's executive compensation
policy, bonus plans and equity incentive plans. The Human Resources Committee
also has sole authority to grant stock options to the Company's executive
officers.

-3-
<PAGE> 4

Directors who are not also employees of the Company or its subsidiaries
receive a fee of $1,000 per meeting ($250 per telephone meeting) attended, $500
per Board committee meeting attended (unless held on the same day as a Board
meeting) and an annual retainer of $3,000 (accruing and payable $250 per month),
plus out-of-pocket travel expenses. Under the 1991 Stock Option Plan,
non-employee directors receive an option to purchase 10,000 shares of Common
Stock at the time of their initial election to the Board, and receive annually
thereafter options to purchase 3,000 shares of Common Stock. These automatically
granted options have terms of five years (subject to continued service on the
Board), become exercisable in equal monthly increments over the twelve months
following the respective grant dates and have exercise prices equal to the fair
market value of the Common Stock on their respective dates of grant. On
November 16, 1994, annual options were automatically granted to each of the
nonemployee directors then serving (except Dr. Haug, who regularly declines to
receive such options because of his affiliation with Procter & Gamble) at an
exercise price of $7.50 per share.

There were no consulting fees paid to directors in fiscal 1995.

FILING OF REPORTS BY DIRECTORS AND OFFICERS

The Company's officers and directors are required to file with the
Securities and Exchange Commission (the "Commission") reports of their
acquisitions and dispositions of equity securities of the Company. Based on the
Company's review of copies of such reports received by it, or written
representations from reporting persons, the Company believes that during the
fiscal year ended June 30, 1995, its officers and directors filed all required
reports on a timely basis.

ITEM 11. EXECUTIVE COMPENSATION
----------------------

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During the fiscal year ended June 30, 1995, the members of the Human
Resources Committee (the "Committee") were Messrs. Baker, Baeder, Helinski and
Stinnett. John Vohs was a director and member of the Committee until his
resignation on November 17, 1994. None of the members has ever been an officer
or employee of the Company or any of its subsidiaries. During fiscal 1995,
there were no Committee "interlocks" within the meaning of the Commission's
rules, and there continue to be no such "interlocks."

Mr. Salquist, Chairman of the Board and Chief Executive Officer,
participated in portions of meetings of the Committee at the invitation of the
Committee and made various proposals to the Committee at its request. In
addition, at the Committee's direction, Mr. Salquist has set the cash
compensation of certain other executives.

-4-
<PAGE> 5

<TABLE>
SUMMARY OF CASH AND OTHER COMPENSATION

The following table provides certain summary information concerning
compensation earned during the last three fiscal years by the Company's Chief
Executive Officer and each of the four other most highly compensated executive
officers of the Company who were serving at the end of fiscal 1995 (the "named
executive officers").

SUMMARY COMPENSATION TABLE

<CAPTION>
Long-Term
Compensation
Annual Compensation(1) Awards
---------------------- --------
Securities
Name and Salary Bonus Underlying All other
Principal Position Year ($) ($) Options(#) Compensation $(4)
------------------ ---- ------ ----- ---------- ----------------
<S> <C> <C> <C> <C> <C>
Roger H. Salquist(2) 1995 $242,404 $ -- 100,000 $1,212
Chairman of the Board and 1994 225,865 -- 104,762 --
Chief Executive Officer 1993 220,673 60,000 40,000 --

Roderick N. Stacey(3) 1995 233,558 -- -- 1,077
President and 1994 200,673 -- 100,000 --
Chief Operating Officer 1993 125,250 40,000 153,000 --

Danilo Lopez 1995 171,635 -- 100,000 815
President, Calgene Fresh

Andrew M. Baum 1995 162,600 10,000 25,000 840
Vice President; President, 1994 154,592 -- -- --
Oils Division 1993 149,538 20,000 -- --

Vic C. Knauf 1995 138,210 5,000 -- 642
Vice President of Research 1994 131,403 -- -- 1,177
1993 127,125 4,904 -- 2,247
<FN>
---------------------------------
(1) Includes amounts earned in the fiscal year even if paid in the subsequent
fiscal year or deferred pursuant to the Company's 401(k) savings plan.
Excludes amounts paid during the fiscal year that were earned in a prior year.
(2) The options shown in the table as granted to Mr. Salquist in fiscal 1994
were originally granted in 1987 for a six-year term and extended for four
additional years in fiscal 1994.
(3) Mr. Stacey became an executive officer in December 1992. Salary for fiscal
1993 includes director fees received prior to December 1992.
(4) Amounts reported as "All Other Compensation" represent the Company's matching
contributions under its 401(k) savings plan.
</TABLE>

-5-
<PAGE> 6
CHANGE OF CONTROL EMPLOYMENT AGREEMENTS

Messrs. Salquist, Stacey and Motroni have entered into Change of Control
Employment Agreements, dated as of July 19, 1995, with the Company. Each
Agreement becomes effective only upon a Change of Control (as defined) of the
Company and provides that, if the employment of the officer is terminated by the
Company without Cause (as defined) or by the officer for Good Reason (as
defined) within the three-year term of the Agreement or if (in the case of Mr.
Salquist) he resigns upon the six-month or three-year anniversaries of the
effective date of the Agreement, the officer shall receive severance benefits
that include a payment equal to 2.99 times his base salary and average bonus for
the prior three fiscal years. Such severance benefits are subject to reduction
to the extent necessary to prevent the recipient from incurring liability for
excise taxes and the Company from incurring nondeductible compensation expense.
For purposes of such agreements, a Change of Control would include the closing
of the proposed transaction pursuant to which Monsanto Company would acquire a
49.9% equity interest in the combined business of the Company and Gargiulo, L.P.

<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR

The following table provides information regarding stock options granted
in fiscal 1995 to the named executive officers in the Summary Compensation
Table. In accordance with rules of the Commission, the table shows the
hypothetical gains that would be produced by the respective options based on
assumed 5% and 10% rates of annual compound stock price appreciation from the
date the options were granted until the end of the ten-year option terms. The
actual value an executive may realize will depend on the spread between the
market price and the exercise price on the date the option is exercised.

OPTION GRANTS IN LAST FISCAL YEAR

<CAPTION>
Individual Grants Potential Realizable
------------------------------------------------------- Value at Assumed
Number of Percent Annual Rates
Securities of Total of Stock Price
Underlying Options Appreciation for
Options Granted to Exercise or Option Term($)(3)
Granted Employees in Base Price Expiration ---------------------
(#)(1) Fiscal Year(%) ($)(2) Date 5% 10%
------ -------------- ----------- ---------- -- ---
<S> <C> <C> <C> <C> <C> <C>
Roger H. Salquist 100,000 13.0 7.50 8/18/04 471,670 1,195,310
Roderick N. Stacey - -- -- -- -- --
Danilo Lopez 100,000 13.0 7.50 10/11/04 471,670 1,195,310
Andrew M. Baum 10,000 1.3 7.50 11/16/04 47,167 119,531
15,000 2.0 7.50 6/26/05 70,751 179,297
Vic C. Knauf -- -- -- -- -- --
<FN>
- --------------------------
(1) Newly granted options have terms of ten years and become exercisable
incrementally in equal monthly amounts over a period of five years from
the date of grant. The committee that administers the stock option
plan may, with the consent of the option holder, modify the terms
(including price) of outstanding options.

(2) The exercise price may be paid in cash or by delivery of already-owned
shares, subject to certain conditions.

(3) At assumed rates of appreciation of 5% and 10%, compounded annually,
the Common Stock would appreciate in value 63% and 159%, respectively,
over a ten-year period. These mandated computations do not represent
the Company's estimate or projection of future Common Stock prices.
</TABLE>

OPTION EXERCISES AND FISCAL YEAR-END VALUES

The following table shows stock options exercised by the named executive
officers in the Summary Compensation Table during fiscal 1995, the aggregate
value of gains on the dates of exercise, the number of shares covered by both
exercisable and non-exercisable stock options as of fiscal year-end, and the
year-end values for such options.

-6-
<PAGE> 7

<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options at In-the-Money Options
Fiscal Year-End(#) at Fiscal Year-End($)(1)
Shares ------------------ ------------------------
Acquired On Value
Exercise(#) Realized($)(1) Exercisable Unexercisable Exercisable Unexercisable
----------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Roger H. Salquist 10,000 28,750 172,262 122,500 176,786 --
Roderick N. Stacey -- -- 48,595 219,405 14,250 --
Danilo Lopez -- -- 11,667 88,333 -- --
Andrew M. Baum 10,000 26,250 27,874 32,126 1,563 --
Vic C. Knauf -- -- 37,448 38,831 938 --
<FN>
- -----------------------
(1) Value is based on market value of the Common Stock at exercise date (for
value realized), or at year end (for value of unexercised options), minus
the option exercise price.
</TABLE>

-7-
<PAGE> 8

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------

The following table sets forth certain information with respect to the
beneficial ownership of Common Stock of the Company as of August 31, 1995 by
each director, by each currently serving executive officer shown in the Summary
Compensation Table (see "Executive Compensation"), by all directors and
executive officers as a group and by each person known by the Company to be a
beneficial owner of more than 5% of the shares outstanding.

-8-
<PAGE> 9
<TABLE>
<CAPTION>
Shares Approximate
Name and Address of Beneficially Percent
Beneficial Owner Owned(1) Owned(2)
------------------ ------------ -----------
<S> <C> <C>
Travelers Group Inc. 3,179,179 10.5
and Affiliates
388 Greenwich Street,
New York, NY 10013(3)
Roger H. Salquist 216,691 *
Roderick N. Stacey 69,507 *
Donald L. Baeder 15,750 *
Robert E. Baker 13,250 *
Warren R. Haug -- --
Donald Helinski 41,750 *
Howard D. Palefsky 11,750 *
Carl V. Stinnett 24,750 *
Allen J. Vangelos 12,750 *
Andrew M. Baum 61,017 *
Danilo Lopez 18,334 *
Vic C. Knauf 47,067 *
All executive officers and
directors as a group (13 persons) 570,067 1.9
<FN>
- ----------------------
* Less than 1%.
(1) The Company believes that all beneficial owners named in the
table have sole voting and investment power with respect to the
shares they beneficially own. The shares shown in the table to
be beneficially owned include any shares that the person has the
right to acquire within 60 days of August 31, 1995 by exercise
of any stock option for which the Company has knowledge. The
shares subject to such options are as follows: Mr. Salquist:
182,263; Mr. Stacey: 69,507; Mr. Baker: 12,750; Mr. Baeder:
15,750; Dr. Helinski: 13,750; Mr. Lopez: 18,334; Mr. Palefsky:
11,750; Mr. Stinnett: 23,750; Mr. Vangelos: 12,750; Mr. Baum:
30,516; Dr. Knauf: 35,810; all executive officers and directors
as a group: 455,970.
(2) Percent of the 30,250,408 outstanding shares of Common
Stock, counting as outstanding for each named person all shares
issuable to such person on exercise of options that are
included in the first column.
(3) Based on Form 13G filed on October 10, 1995 with respect to
holdings on September 30, 1995. Includes 1,650,509 shares
owned by Smith Barney, Inc. and 1,528,670 shares owned by Smith
Barney Holdings, Inc.
</TABLE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------

During the fiscal year ended June 30, 1995, the Company recognized
revenues of approximately $600,000 from product development projects under
contracts with The Procter & Gamble Company. Warren R. Haug, a director of
Calgene, is a Vice President of Procter & Gamble.

Under the terms of indemnification agreements with each of Calgene's
directors and executive officers, the Company is obligated to indemnify them
against certain claims and expenses for which they might be held liable in
connection with past or future service to the Company. In addition, Calgene's
Certificate of Incorporation provides that, to the extent permitted by the
Delaware General Corporation Law, its directors shall not be liable for monetary
damages for breach of fiduciary duty as a director.

-9-
<PAGE> 10

SIGNATURES

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

CALGENE, INC.

By: /s/ Michael Motroni
------------------------------
Vice President, Finance
(Principal Financial and
Accounting Officer)

Dated: October 30, 1995

-10-
<PAGE> 11

<TABLE>

INDEX TO EXHIBITS

<CAPTION>
Exhibits
-------- Page
----
<S> <C> <C>
3.1A Restated By-Laws of Registrant, as amended............................. (M)

3.2A Certificate of Incorporation, as amended............................... (M)

10.1A 1981 Stock Option Plan, as amended..................................... (B)

10.1B 1991 Stock Option Plan................................................. (J)

10.1C 1991 Stock Option Plan, as amended..................................... (I)

*10.12 Partnership Agreement dated January 31, 1986 between Registrant
and Rhone-Poulenc Agrochimie, together with Research Agreement
dated March 15, 1984 and Amendment thereto dated January 31, 1985...... (A)

*10.12A Amendment One to the Partnership Agreement dated January 31,
1986 between Registrant and Rhone-Poulenc Agrochimie dated
September 30, 1989..................................................... (B)

*10.12B License Agreement between Registrant and Rhone-Poulenc
Agrochimie dated October 1, 1989....................................... (B)

*10.13 Agreements dated March 21, 1985 between Registrant and Roussel-
Uclaf S.A.............................................................. (A)

*10.13A Agreement dated April 1, 1988 between Registrant and Roussel-Uclaf
S.A. which amend the Agreements dated March 21, 1985 between
Registrant and Roussel-Uclaf S.A....................................... (B)

*10.14 Agreement dated August 1, 1984 and Agreement dated August 26,
1985 amending the prior Agreement between Registrant and
Campbell Soup Company.................................................. (A)

*10.14A Tomato Research Agreement 1988 to 1990 between Campbell Soup
Company and Registrant effective as of August 1, 1988 which
supersedes the Agreements of August 1, 1984 and August 26, 1985
between Campbell Soup Company and the Registrant....................... (B)

*10.15 Agreement dated March 20, 1986 between Registrant and The Procter
and Gamble Company..................................................... (A)

10.16 Commercial Lease dated August 17, 1987, as amended, covering
property located at 1910 and 1920 Fifth Street, Davis, California...... (C)

10.17 Commercial Lease dated August 31, 1983, as amended, covering
property located at 1970 Fifth Street, Davis, California............... (A)

10.19 Commercial Lease dated August 22, 1983, as amended, covering
property in Yolo County................................................ (A)
</TABLE>

-11-
<PAGE> 12

<TABLE>
<S> <C> <C>
10.29 Commercial Lease dated May 21, 1987, as amended, covering
property located at 1950 Fifth Street, Davis, California............... (C)

10.32 Form of Directors and Officers Indemnification Agreement............... (C)

10.37 401(k) Tax Deferred Investment Plan.................................... (D)

*10.77 Amendment to Agreement dated June 2, 1986, between Registrant
and Ciba-Geigy Limited, dated June 5, 1989............................. (F)

10.78 1989 Employee Stock Purchase Plan...................................... (G)

10.79 Joint Venture and Partnership Agreement by and between Kirin
Brewery Co. Ltd. and Registrant dated March 14, 1990................... (G)

10.80 Secured Revolving Credit Agreement Among Registrant and Harris
Trust and Savings Bank and Caisse Nationale De Credit Agricole
Dated April 26, 1990................................................... (G)

10.80A First Amendment to Secured Revolving Credit Agreement and
Secured Revolving Credit Note Among Registrant and Harris Trust
and Savings Bank dated January 31, 1992................................ (E)

10.80B Second Amendment to Secured Revolving Credit Agreement and
Secured Revolving Credit Note Among Registrant and Harris Trust
and Savings Bank Dated January 31, 1993................................ (I)

10.80C Third Amendment to Secured Revolving Credit Agreement Among
Registrant and Harris Trust and Savings Bank Dated August 26,
1993...................................................................

10.80D Fourth Amendment to Secured Revolving Credit Agreement and
Secured Revolving Credit Note Among Registrant and Harris Trust
and Savings Bank Dated February 25, 1994...............................

10.80E Fifth Amendment to Secured Revolving Credit Agreement and
Secured Revolving Credit Note Among Registrant and Harris Trust
and Savings Bank Dated March 15, 1995..................................

10.80F Sixth Amendment to Secured Revolving Credit Agreement and
Waiver Among Registrant and Harris Trust and Savings Bank Dated
August 8, 1995.........................................................

*10.83 License Agreement between Registrant and Campbell Soup Company
dated August 9, 1991................................................... (J)

10.84 Letter of Intent with Monsanto Company................................. (L)

22.1 Subsidiaries of Registrant............................................. (I)

23.1 Consent of Independent Auditors........................................ (M)

23.2 Consent of Independent Auditors Regarding S-3 Registration
Statement..............................................................
</TABLE>

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<PAGE> 13
<TABLE>

<C> <C> <C>
27 Article 5 of Financial Data Schedule for Fiscal Year Ended
June 30, 1995.......................................................... (M)
<FN>
------------------------------

(A) Incorporated by reference to Registrant's Form S-1 Registration No. 33-5921
(B) Incorporated by reference to Registrant's Form 10-K dated September 30, 1989
(C) Incorporated by reference to Registrant's Form 10-K dated September 30, 1987
(D) Incorporated by reference to Registrant's Form 10-K dated September 30, 1988
(E) Incorporated by reference to Registrant's Form 10-K dated June 30, 1992
(F) Incorporated by reference to Registrant's Form S-1 Registration No. 33-29822
(G) Incorporated by reference to Registrant's Form 10-K dated June 30, 1990
(H) Incorporated by reference to Registrant's Form 10-Q dated March 31, 1994
(I) Incorporated by reference to Registrant's Form 10-K dated June 30, 1993, as amended
(J) Incorporated by reference to Registrant's Form 10-K dated June 30, 1991
(K) Agreement intentionally omitted in reliance upon 5 U.S.C. ss552(b)(3) and 35 U.S.C. ss135(c)
(L) Incorporated by reference to Registrant's Form 8-K dated June 28, 1995
(M) Exhibit previously filed with Registrant's Form 10-K/A dated June 30, 1995, which this Form 10-KA amends

* Confidential treatment of certain portions of these documents has been granted
</TABLE>

-13-

<PAGE> 1
CALGENE, INC.
THIRD AMENDMENT TO
SECURED REVOLVING CREDIT AGREEMENT

Harris Trust and Savings Bank
Chicago, Illinois

Ladies and Gentlemen:

Reference is hereby made to that certain Secured Revolving Credit
Agreement dated as of April 26, 1990, as amended (the "Credit Agreement")
originally among the undersigned, CALGENE, INC., a Delaware corporation (the
"Company"), Harris Trust and Savings Bank (the "Bank") and Caisse Nationale de
Credit Agricole, acting through its Grand Cayman Branch ("Credit Agricole") and
Harris Trust and Savings Bank as agent thereunder (the "Agent" ). All defined
terms used herein shall have the same meaning as in the Credit Agreement unless
otherwise defined herein.

The Bank has extended a $10,000,000 revolving credit facility to the
Company on the terms and conditions set forth in the Credit Agreement. The
Company and the Bank now wish to amend the form of Borrowing Base Certificate
attached to the Credit Agreement to reflect the addition of Calgene Fresh, Inc.
as a Guarantor Subsidiary, all in the manner and on the terms and conditions set
forth in this Amendment.

SECTION 1. AMENDMENTS.

Upon satisfaction of all the conditions precedent set forth in Section 2
hereof, the Credit Agreement shall be amended as follows:

Section 1.1 Exhibit D attached to the Credit Agreement shall be replaced
with Exhibit D attached hereto.

SECTION 2. CONDITIONS PRECEDENT.

The effectiveness of this Amendment is subject to the satisfaction of
all of the following conditions precedent:

Section 2.1. The Company and the Bank shall have executed this Amendment
(such execution may be in several counterparts and the several parties hereto
may execute on separate counterparts).

Section 2.2. Each of the representations and warranties set forth in
Section 5 of the Credit Agreement shall be true and correct.

Section 2.3. The Company shall be in full compliance with all of the
terms and conditions of the Credit Agreement and no Event of Default or
Potential Default shall have occurred and be continuing thereunder or shall
result after giving effect to this Amendment.

<PAGE> 2

Section 2.4. All legal matters incident to the execution and delivery
hereof and the instruments and documents contemplated hereby shall be
satisfactory to the Bank.

Section 2.5. The Bank shall have received copies (executed or certified
as may be appropriate) of (a) a Qualified Credit Agreement between the Company
and Calgene Fresh, Inc., a _________________ corporation ("Cal-Fresh"), (b) a
Qualified Promissory Note of CalFresh payable to the order of the Company and
endorsed in blank by the Company, (c) a Qualified Security Agreement from
Cal-Fresh to the Company, (d) a Pledge Agreement from the Company to the Agent,
(e) such financing statements as the Agent may request, (f) all legal documents
or proceedings taken in connection with the execution and delivery of this
Amendment, all other instruments and documents contemplated hereby and, (g) an
opinion of Downey, Brand, Seymour & Rohwer, counsel to the Company, in the form
attached hereto as Exhibit A.

3. REPRESENTATIONS.

In order to induce the Bank to execute and deliver this Amendment, the
Company hereby represents to the Bank that as of the date hereof, each of the
representations and warranties set forth in Section 5 of the Credit Agreement
are and shall be and remain true and correct (except that the representations
contained in Section 5.2 shall be deemed to refer to the most recent financial
statements of the Company delivered to the Bank) and the Company is in full
compliance with all of the terms and conditions of the Credit Agreement and no
Default or Event of Default has occurred and is continuing thereunder or shall
result after giving effect to this Amendment.

4. MISCELLANEOUS.

Section 4.1. The Company has heretofore executed and delivered to the
Agent that certain Security Agreement Re: Inventory and Receivables and various
separate Pledge and Security Agreements, each dated as of April 26, 1990 (the
"Security Documents") and the Company hereby agrees that notwithstanding the
execution and delivery of this Amendment, the Security Documents shall be and
remain in full force and effect and that any rights and remedies of the Agent
thereunder, obligations of the Company thereunder and any liens and security
interests created or provided for thereunder shall be and remain in full force
and effect and shall not be affected, impaired or discharged thereby. Nothing
herein contained shall in any manner affect or impair the priority of the liens
and security interests created and provided for by the Security Documents as to
the indebtedness which would be secured thereby prior to giving effect to this
Amendment.

Section 4.2. The Company agrees to pay on demand all costs and expenses
of or incurred by the Bank in connection with the negotiation, preparation,
execution and delivery of this Amendment, including the fees and expenses of
counsel for the Bank.

Section 4 3. Except as specifically amended herein the Credit Agreement
and the Note shall continue in full force and effect in accordance with their
original terms. Reference to this specific Amendment need not be made in any
note, document, letter, certificate, the Credit Agreement itself, the Note, or
any communication issued or made pursuant to or with respect to the Credit
Agreement or the Note, any reference to the Credit Agreement or Note being
sufficient to refer to the Credit Agreement as amended hereby.

-2-
<PAGE> 3

Section 4.4. This Amendment may be executed in any number of
counterparts, and by the different parties on different counterparts. all of
which taken together shall constitute one and the same agreement. Any of the
parties hereto may execute this Amendment by signing any such counterpart and
each of such counterparts shall for all purposes be deemed to be an original.
This Amendment shall be governed by the internal laws of the State of Illinois.

Dated as of August 26,1993.

CALGENE, INC.

By /c/ Mike Motroni
-------------------------
Its Vice President, Finance

-3-
<PAGE> 4
Accepted as of the date last written above.

HARRIS TRUST AND SAVINGS BANK

By /c/ Pamela M. Greanias
-------------------------
Its Vice President

-4-

<PAGE> 1

CALGENE, INC.
FOURTH AMENDMENT TO
SECURED REVOLVING CREDIT AGREEMENT AND
SECURED REVOLVING CREDIT NOTE

Harris Trust and Savings Bank
Chicago, Illinois

Ladies and Gentlemen:

The Bank has extended a $10,000,000 revolving credit facility to the
Company on the terms and conditions set forth in the Credit Agreement. Credit
Agricole has assigned to Harris, and Harris has assumed all of Credit Agricole's
rights and obligations under the Credit Agreement. The Company and Harris now
wish to extend the termination date of the Credit Agreement to January 31, 1995,
amend Harris Trust and Savings Bank's commitment under the Credit Agreement to $
13,000,000, and amend certain terms of the Credit Agreement, all in the manner
and on the terms and conditions set forth in this Amendment.

SECTION 1. AMENDMENTS.

Upon satisfaction of all the conditions precedent set forth in Section 2
hereof, the Credit Agreement shall be amended as follows:

Section 1.1 Harris Trust and Savings Bank's commitment shall be
$13,000,000, the Bank's Commitment shall hereby be increased to $13,000,000 and
the Termination Date of the Credit Agreement shall be extended to January 31,
1995.

Section 1.2 Section l.l(a) of the Credit Agreement shall be amended in
its entirety to read as follows:

"Section 1.1. Amount and Term. (a) The maximum aggregate
principal amount of all Loans outstanding under the Revolving Credit at
any one time outstanding plus the amount available for drawing under
all outstanding L/C's, the face amount of all outstanding B/A's
and the aggregate principal amount of all unpaid Reimbursement
Obligations (each as hereinafter defined) shall not exceed the lesser
of (i) the Banks' Commitments (as hereinafter defined) in effect from
time to time during the term of this Agreement or (ii) the then
Borrowing Base as determined on the basis of the most recent Borrowing
Base Certificate, and shall be available to the Company, and may be
availed of by the Company from time to time, be repaid (subject to the
restrictions on prepayment set forth herein) and used again, during

<PAGE> 2

the period from the date hereof to and including January 31, 1995
(the "Termination Date" ).

(b) The respective maximum aggregate principal amounts of
the Revolving Credit at any one time outstanding which each Bank by its
acceptance hereof severally agrees to make available to the Company are
as follows (collectively, the "Banks' Commitments" and individually, a
"Bank's Commitment"):

<TABLE>
<S> <C> <C>
Harris Trust and Savings Bank $13,000,000 100%

Total $13.000,000 100%
</TABLE>

All Loans under the Revolving Credit shall be made from each Bank in
proportion to its respective Bank's Commitment as above set forth.
Each Domestic Rate Loan shall be in an amount not less than
$100,000 or such greater amount which is an integral multiple of
$50,000 and each Eurodollar Loan shall be in an amount not less than
$1,000,000 or such greater amount which is an integral multiple of
$100,000."

Section 1.3. Section 4.6(i) of the Credit Agreement shall be amended by
replacing the figure "75%" appearing therein with the figure "80%".

Section 1.4. Section 4.6(ii) shall be amended by replacing the figure
"75%" with the figure "70%".

Section 1.5. Section 4.6(iv) of the Credit Agreement shall be amended by
replacing the figure "50%" with the figure "60%".

Section 1.6. Section 7.4(b) of the Credit Agreement shall be amended by
replacing the figure "90" appearing in the second line therein with the figure
"120".

Section 1.7. Section 7.4(f) of the Credit Agreement shall be amended by
replacing the phrase "20 business days" appearing therein with the phrase "45
days."

Section 1.8. Section 7.5 of the Credit Agreement shall be amended by
inserting the phrase "and its Subsidiaries" after the word "Company" appearing
in line 4 thereof.

Section 1.9. Section 7.10 of the Credit Agreement shall be amended by
replacing the phrase "2 to 1" appearing therein with the phrase "1.5 to l".

Section 1.10. Section 7.11 of the Credit Agreement shall be amended by
replacing the figure "$12,000,000" appearing therein with the figure
"$10,000,000".

Section 1.11. Section 7.17(j) shall be amended by replacing the phrase
"one year" appearing therein with the phrase "two years".

Section 1.12. Section 7.18(c) of the Credit Agreement shall be amended
by adding before the semi-colon at the end thereof the phrase "and to the sale
of any or all of the Company's interest in Osmotica Foods, Inc.".

-2-
<PAGE> 3

Section 1.13. Section 7.23 of the Credit Agreement shall be amended to
read as follows:

"Intentionally Omitted."

Section 1.14. Exhibit A to the Credit Agreement and the Revolving Note
of the Company payable to the order of Harris Trust and Savings Bank (the
"Note") shall each be amended by deleting the date "January 31, 1994" appearing
twice in the first paragraph therein and inserting in lieu thereof the date
"January 31, 1995", by deleting the phrase "Ten Million Dollars ($10,000,000)"
appearing in the first paragraph therein and inserting in lieu thereof the
phrase "Thirteen Million Dollars ($13,000,000)".

Section 1.15. Exhibit D to the Credit Agreement shall be replaced by
Exhibit D attached hereto.

Section 1.16. Harris Trust and Savings Bank shall type the following
legend on its Note:

"This Note has been amended pursuant to the terms of a Fourth Amendment
to Secured Revolving Credit Agreement and Secured Revolving Credit
Note dated as of February 25, 1994, including an increase in the
principal amount and an extension of the maturity date hereof, to which
reference is hereby made for a statement of terms thereof."

SECTION 2. CONDITIONS PRECEDENT.

The effectiveness of this Amendment is subject to the satisfaction of
all of the following conditions precedent:

Section 2.1. The Company and the Bank shall have executed this Amendment
(such execution may be in several counterparts and the several parties hereto
may execute on separate counterparts).

Section 2.2. Each of the representations and warranties set forth in
Section 5 of the Credit Agreement shall be true and correct.

Section 2.4. All legal matters incident to the execution and delivery
hereof and the instruments and documents contemplated hereby shall be
satisfactory to the Bank.

Section 2.5. The Bank shall have received copies (executed or certified
as may be appropriate) of all legal documents or proceedings taken in connection
with the execution and delivery of this Amendment, all other instruments and
documents contemplated hereby and an opinion of Downey, Brand, Seymour & Rohwer,
counsel to the Company, in the form attached hereto as Exhibit A.

3. REPRESENTATIONS.

-3-
<PAGE> 4

4. MISCELLANEOUS.

Section 4.1. The Company has heretofore executed and delivered to the
Agent that certain Security Agreement Re: Inventory and Receivables and various
separate Pledge and Security Agreements, each dated as of April 26, 1990 (the
"Security Documents" ) and the Company hereby agrees that notwithstanding the
execution and delivery of this Amendment, the Security Documents shall be and
remain in full force and effect and that any rights and remedies of the Agent
thereunder, obligations of the Company thereunder and any liens and security
interests created or provided for thereunder shall be and remain in full force
and effect and shall not be affected, impaired or discharged thereby. Nothing
herein contained shall in any manner affect or impair the priority of the liens
and security interests created and provided for by the Security Documents as to
the indebtedness which would be secured thereby prior to giving effect to this
Amendment.

Section 4.3. Except as specifically amended herein the Credit Agreement
and the Note shall continue in full force and effect in accordance with their
original terms. Reference to this specific Amendment need not be made in any
note, document, letter, certificate, the Credit Agreement itself, the Note, or
any communication issued or made pursuant to or with respect to the Credit
Agreement or the Note, any reference to the Credit Agreement or Note being
sufficient to refer to the Credit Agreement as amended hereby.

Section 4.4. This Amendment may be executed in any number of
counterparts, and by the different parties on different counterparts, all of
which taken together shall constitute one and the same agreement. Any of the
parties hereto may execute this Amendment by signing any such counterpart and
each of such counterparts shall for all purposes be deemed to be an original.
This Amendment shall be governed by the internal laws of the State of Illinois.

Dated as of February 25, 1994.

CALGENE, INC.

By /c/ Mike Motroni
-------------------------
Its Vice President, Finance

-4-
<PAGE> 5
Accepted as of the date last written above.

HARRIS TRUST AND SAVINGS BANK

By /c/ Pamela M. Greanias
-------------------------
Its Vice President

-5-

<PAGE> 1

CALGENE, INC.
FIFTH AMENDMENT TO
SECURED REVOLVING CREDIT AGREEMENT AND
SECURED REVOLVING CREDIT NOTE

Harris Trust and Savings Bank
Chicago, Illinois

Ladies and Gentlemen:

Reference is hereby made to that certain Secured Revolving Credit
Agreement dated as of April 26, 1990, as amended (the "Credit Agreement")
originally among the undersigned, CALGENE, INC., a Delaware corporation (the
"Company"), Harris Trust and Savings Bank (the "Bank") and Caisse Nationale de
Credit Agricole, acting through its Grand Cayman Branch ("Credit Agricole") and
Harris Trust and Savings Bank as agent thereunder (the "Agent"). All defined
terms used herein shall have the same meaning as in the Credit Agreement unless
otherwise defined herein.

The Bank has extended a revolving credit facility to the Company on the
terms and conditions set forth in the Credit Agreement. Credit Agricole has
assigned to Harris, and Harris has assumed all of Credit Agricole's rights and
obligations under the Credit Agreement. The Company and Harris now wish to
extend the termination date of the Credit Agreement to January 31, 1996, and
amend certain terms of the Credit Agreement, all in the manner and on the terms
and conditions set forth in this Amendment.

SECTION 1. AMENDMENTS.

Upon satisfaction of all the conditions precedent set forth in Section 2
hereof, the Credit Agreement shall be amended as follows:

Section 1.1. The Termination Date of the Credit Agreement shall be
extended to January 31, 1996.

Section 1.2. Section 1.1(a) of the Credit Agreement shall be amended by
replacing the date "January 31, 1995" appearing therein with the date "January
31, 1996".

Section 1.3. Sections 1.5 and 1.6 of the Credit Agreement shall be
amended to read as follows:

"Section 1.5. Letters of Credit. Subject to all the terms and
conditions hereof, satisfaction of all conditions precedent to
borrowing under this Agreement and so long as no Potential Default or
Event of Default is in existence, at the Company's request Harris may
in its discretion issue letters of credit (an "L/C" and collectively
the "L/C's") for the account of the Company and one or more Qualified
Subsidiaries subject to availability under the Revolving Credit, and
the Banks hereby agree to participate therein as more fully described
in Section 1.8 hereof. Each L/C shall be issued pursuant to an
Application for Letter of Credit (the "L/C Agreement" ) in the form of
Exhibit C hereto. The L/C's shall consist of documentary

<PAGE> 2
trade letters of credit or standby letters of credit in an aggregate
face amount not to exceed $5,000,000. Each documentary trade L/C
shall have an expiry date not more than 180 days from the date of
issuance thereof (but in no event later than the Termination Date) and
each standby letter of credit shall have an expiry date no later than
the Termination Date. The amount available under each L/C issued
pursuant hereto shall be deducted from the credit otherwise available
under the Revolving Credit. In consideration of the issuance of L/C's
the Company agrees to pay Harris a fee in the amount of 1% per annum
(computed on the basis of a 360 day year and actual days elapsed) of
the face amount for any documentary trade letter of credit issued
hereunder, payable on the date of issuance of an L/C hereunder and on
the date of each extension, if any, of the expiry date of each L/C.

Section 1.6. Reimbursement Obligation. The Company and each Qualified
Subsidiary for whose account an L/C is issued hereunder are obligated
pursuant to the relevant L/C Agreement, and the Company hereby
unconditionally agrees, to pay in immediately available funds to the
Agent for the account of Harris the face amount of (i) each B/A created
by Harris hereunder not later than 11:00 A.M. (Chicago Time) on the
maturity date of such B/A, and (ii) each draft drawn and presented
under an L/C issued by Harris hereunder (the obligation of the Company
under this Section 1.6 with respect to any B/A or L/C is a
"Reimbursement Obligation" ). If at any time the Company or a Qualified
Subsidiary fails to pay any Reimbursement Obligation when due, the
Company shall be deemed to have automatically requested a Domestic Rate
Loan from the Banks hereunder, as of the maturity date of such
Reimbursement Obligation, the proceeds of which Loan shall be used to
repay such Reimbursement Obligation. Such Loan shall only be made if no
Potential Default or Event of Default shall exist and upon approval by
the Banks, and shall be subject to availability under the Revolving
Credit. If such Loan is not made by the Banks for any reason, the
unpaid amount of such Reimbursement Obligation shall be due and payable
to Harris upon demand and shall bear interest at the rate of interest
specified in Section 1.3(c) hereof. "

Section 1.4. Section 1.8 of the Credit Agreement shall be amended to read as
follows:

"Section 1.8. Participation in B/A's and L/C's. Each of the Banks will
acquire a risk participation in each B/A upon the creation thereof and
in each L/C upon the issuance thereof, provided that, which respect to
the Noble-Bear L/C, Credit Agricole will be deemed to have acquired a
risk participation therein upon the execution and delivery hereof by
the Company and the Banks. In the event any Reimbursement Obligation is
not immediately paid pursuant to the relevant L/C Agreement and Section
1.6 hereof, each Bank will pay to Harris funds in an amount equal to
such Bank's ratable share of the unpaid amount of such Reimbursement
Obligation (based upon its proportionate share relative to its
percentage of the Revolving Credit (as set forth in Section 1.1
hereof)). At the election of the Banks, such funding by the Banks of
the unpaid Reimbursement Obligations shall be treated as additional
Loans to the Company hereunder

- -2-
<PAGE> 3
rather than a purchase of participations by the Banks in the related
B/A's and L/C's held by Harris. The availability of funds to the
Company under the Revolving Credit shall be reduced in an amount equal
to any such B/A or L/C which shall be treated as an additional
Domestic Rate Loan for purposes of determining the amount of credit
available hereunder. The obligation of the Banks to Harris under this
Section 1.8 shall be absolute and unconditional and shall not be
affected or impaired by any Event of Default or Potential Default which
may then be continuing hereunder. Harris shall notify each Bank by
telephone of its proportionate share relative to its percentage of the
total Banks' Commitments set forth in Section 1.1 hereof (a "Commitment
Percentage") of such unpaid Reimbursement Obligation. If such notice
has been given to each Bank by 12:00 Noon, Chicago time, each Bank
agrees to put Harris in immediately available and freely transferable
funds on the same Business Day. Funds shall be so made available at the
account designated by Harris in such notice to the Banks. Upon the
election by the Banks to treat such funding as additional Loans
hereunder and payment by each Bank, such Loans shall bear interest in
accordance with Section 1.3(a) hereof. Harris shall share with each
Bank on a pro rata basis relative to its Commitment Percentage a
portion of any B/A commission and any L/C commission fee payable by the
Company and any Qualified Subsidiary. Any such fee shall be promptly
remitted to the Banks when and as received by Harris."

Section 1.5. Section 4.6(iv) of the Credit Agreement shall be amended to read
as follows:

" (iv) 60% of the value of Net Eligible Inventory of the Company
and all other Qualified Subsidiaries except Calgene Fresh, Inc.;".

Section 1.6. Section 7.8 of the Credit Agreement shall be amended to read
as follows:

"Section 7.8. Net Working Capital. The Company will maintain at all
times Net Working Capital in an amount not less than (a) $10,000,000 at
all times during each of two periods (which may not be consecutive)
of up to 60 consecutive days in each year, selected by the Company,
and (b) $13,000,000 at all other times."

Section 1.7. Section 7.10 of the Credit Agreement shall be amended to read
as follows:

"Section 7.10. Current Ratio. The Company will at all times maintain
the ratio of current assets of the Company and its Subsidiaries to the
current liabilities of the Company and its Subsidiaries (each
determined in accordance with general accepted accounting principles,
consistently applied) of not less than (a) 1.3 to 1 at all times during
each of two periods (which may not be consecutive) of up to 60
consecutive days in each year, selected by the Company, and (b) 1.5 to
1 at all other times.

Section 1.8. Exhibit A to the Credit Agreement and the Revolving Note of
the Company payable to the order of Harris Trust and Savings Bank (the "Note")
shall each be amended by

-3-
<PAGE> 4
deleting the date "January 31, 1995" appearing twice in the first paragraph
therein and inserting in lieu thereof the date "January 31, 1996".

Section 1.9. Exhibit D to the Credit Agreement shall be replaced by Exhibit D
attached hereto.

Section 1.10. Harris Trust and Savings Bank shall type the following legend
on its Note:

"This Note has been amended pursuant to the terms of a Fifth Amendment
to Secured Revolving Credit Agreement and Secured Revolving Credit Note
dated as of , 1995, including an extension of the maturity date
hereof, to which reference is hereby made for a statement of terms
thereof."

SECTION 2. CONDITIONS PRECEDENT.

The effectiveness of this Amendment is subject to the satisfaction of
all of the following conditions precedent:

Section 2.1. The Company and the Bank shall have executed this Amendment
(such execution may be in several counterparts and the several parties hereto
may execute on separate counterparts).

Section 2.2. Each of the representations and warranties set forth in
Section 5 of the Credit Agreement shall be true and correct.

Section 2.4. All legal matters incident to the execution and delivery
hereof and the instruments and documents contemplated hereby shall be
satisfactory to the Bank.

SECTION 3. REPRESENTATIONS .

SECTION 4. MISCELLANEOUS.

-4-
<PAGE> 5

Dated as of March 15, 1995.

CALGENE, INC.

By /c/ Mike Motroni
-------------------------
Its Vice President

-5-
<PAGE> 6
Accepted as of the date last written above.

HARRIS TRUST AND SAVINGS BANK

By /c/ Pamela M. Greanias
-------------------------
Its Vice President

-6-

<PAGE> 1

CALGENE, INC.
SIXTH AMENDMENT TO
SECURED REVOLVING CREDIT AGREEMENT AND WAIVER

Harris Trust and Savings Bank
Chicago, Illinois

Ladies and Gentlemen:

Reference is hereby made to that certain Secured Revolving Credit
Agreement dated as of April 26, 1990, as amended (the "Credit Agreement")
originally among the undersigned, CALGENE, INC., a Delaware corporation (the
"Company"), Harris Trust and Savings Bank (the "Bank") and Caisse Nationale de
Credit Agricole, acting through its Grand Cayman Branch ("Credit Agricole") and
Harris Trust and Savings Bank as agent thereunder (the "Agent"). All defined
terms used herein shall have the same meaning as in the Credit Agreement unless
otherwise defined herein.

The Bank has extended a revolving credit facility to the Company on the
terms and conditions set forth in the Credit Agreement. Credit Agricole has
assigned to Harris, and Harris has assumed all of Credit Agricole's rights and
obligations under the Credit Agreement. The Company and Harris now wish to amend
certain terms of the Credit Agreement, all in the manner and on the terms and
conditions set forth in this Amendment.

SECTION 1. AMENDMENTS.

Upon satisfaction of all the conditions precedent set forth in Section 3
hereof, the Credit Agreement shall be amended as follows:

Section 1.1. Section 7.9 of the Credit Agreement shall be amended to
read as follows:

"Section 7.9. Tangible Net Worth. The Company will at all times
maintain the sum of its Tangible Net Worth and the aggregate
outstanding principal amount of all of its subordinated debt (being
indebtedness for borrowed money of the Company that is subject and
subordinate in right of payment to the prior payment in full of all of
the Company's indebtedness, obligations and liabilities to the Agent
and the Banks under the Loan Documents) in an amount not less than
$24,500,000."

2. WAIVER.

Upon satisfaction of the conditions precedent set forth in Section 3
hereof:

Section 2.1. The Banks hereby waive non-compliance by the Company with
Sections 7.8, 7.9 and 7.10 of the Credit Agreement during the period from May 1,
1995 through the effective date of this Amendment.
<PAGE> 2

Section 2.2. The waiver contained in Section 2.1 of this Amendment is
limited to matters set forth in that Section, and the Company agrees that it
remains obligated to comply with the terms of the Credit Agreement and the other
Loan Documents, including Sections 7.8, 7.9 and 7.10 of the Credit Agreement,
and that the Banks shall not be obligated in the future to waive any provision
of the Credit Agreement or the other Loan Documents.

SECTION 3. CONDITIONS PRECEDENT.

The effectiveness of this Amendment is subject to the satisfaction of
all of the following conditions precedent:

Section 3.1. The Company and the Banks shall have executed this
Amendment (such execution may be in several counterparts and the several parties
hereto may execute on separate counterparts).

Section 3.2. Each of the representations and warranties set forth in
Section 5 of the Credit Agreement shall be true and correct.

Section 3.3. The Company shall be in full compliance with all of the
terms and conditions of the Credit Agreement and no Event of Default or
Potential Default shall have occurred and be continuing thereunder or shall
result after giving effect to this Amendment, except in each case for any
non-compliance, Event of Default or Potential Default that is cured by the
waiver contained in Section 2.1 of this Amendment.

4. REPRESENTATIONS.

5. MISCELLANEOUS.

Section 5.1. The Company has heretofore executed and delivered to the
Agent that certain Security Agreement Re: Inventory and Receivables and various
separate Pledge and Security Agreements, each dated as of April 26, 1990 (the
"Security Documents") and the Company hereby agrees that notwithstanding the
execution and delivery of this Amendment, the Security Documents shall be and
remain in full force and effect and that any rights and remedies of the Agent
thereunder, obligations of the Company thereunder and any liens and security
interests created or provided for thereunder shall be and remain in full force
and effect and shall not be affected, impaired or discharged thereby. Nothing
herein contained shall in any manner affect or impair the priority of the liens
and security interests created and provided for by the Security Documents as to
the indebtedness which would be secured thereby prior to giving effect to this
Amendment.

-2-
<PAGE> 3

Section 5.2. The Company agrees to pay on demand all costs and expenses
of or incurred by the Bank in connection with the negotiation, preparation,
execution and delivery of this Amendment, including the fees and expenses of
counsel for the Bank.

Section 5.3. Except as specifically amended herein the Credit Agreement
and the Note shall continue in full force and effect in accordance with their
original terms. Reference to this specific Amendment need not be made in any
note, document, letter, certificate, the Credit Agreement itself, the Note, or
any communication issued or made pursuant to or with respect to the Credit
Agreement or the Note, any reference to the Credit Agreement or Note being
sufficient to refer to the Credit Agreement as amended hereby.

Section 5.4. This Amendment may be executed in any number of
counterparts, and by the different parties on different counterparts, all of
which taken together shall constitute one and the same agreement. Any of the
parties hereto may execute this Amendment by signing any such counterpart and
each of such counterparts shall for all purposes be deemed to be an original.
This Amendment shall be governed by the internal laws of the State of Illinois.

Dated as of August 8, 1995.

CALGENE, INC.

By /c/ Mike Motroni
-------------------------
Its Vice President, Finance

-3-
<PAGE> 4
Accepted as of the date last written above.

HARRIS TRUST AND SAVINGS BANK

By /c/ Pamela M. Greanias
-------------------------
Its Vice President

-4-

<PAGE> 1

EXHIBIT 23.2

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement
listed below of our report dated August 18, 1995, with respect to the
consolidated financial statements and schedules of Calgene, Inc. included in the
Annual Report (Form 10-K) for the year ended June 30, 1995:

Form S-8 Nos. 33-10308, 33-20670, and 33-32975 pertaining to the 1981
Stock Option Plan of Calgene, Inc.
For S-8 No. 33-34203 pertaining to the 1990 Employee Stock Purchase Plan
of Calgene, Inc.
Form S-8 Nos. 33-79232, 33-44146 and 33-85392 pertaining to the 1991
Stock Option Plan of Calgene, Inc.
Form S-3 No. 33-79000

ERNST & YOUNG, LLP

Sacramento, California
September 26, 1995