<PAGE>
DEKALB Genetics
Corporation Savings and
Investment Plan
Financial Statements and Supplemental
Schedules As of August 31, 1998 and
1997 Together With Auditors' Report
Employer Identification Number 36-3586793
Plan Number 002
<PAGE>
DEKALB GENETICS
CORPORATION SAVINGS AND
INVESTMENT PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL
SCHEDULES August 31, 1998 and 1997
INDEX
REPORT OF INDEPENDENT ACCOUNTANTS
FINANCIAL STATEMENTS:
Statement of Net Assets Available for Benefits, With
Fund Information, as of August 31, 1998
Statement of Net Assets Available for Benefits, With
Fund Information, as of August 31, 1997
Statement of Changes in Net Assets Available for
Benefits, With Fund Information, for the Year Ended
August 31, 1998
Statement of Changes in Net Assets Available for
Benefits, With Fund Information, for the Year Ended
August 31, 1997
NOTES TO FINANCIAL STATEMENTS
SUPPLEMENTAL SCHEDULES:
Item 27a--Schedule of Assets Held for Investment
Purposes as of August 31, 1998
Item 27d--Schedule of Reportable Transactions for
the Year Ended August 31, 1998
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrative Committee of the
DEKALB Genetics Corporation Savings and Investment Plan:
We have audited the accompanying financial statements and schedules
of the DEKALB GENETICS CORPORATION SAVINGS AND INVESTMENT PLAN (the
"Plan") as of August 31, 1998 and 1997, and for the years then
ended, as listed in the accompanying index. These financial
statements and schedules are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these
financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly in all material respects, the net assets of the Plan as of
August 31, 1998 and 1997, and changes in net assets available for
benefits for the years then ended, in conformity with generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
schedules, as listed in the accompanying index, are presented for
the purpose of additional analysis and are not a required part of
the basic financial statements but are supplementary information
required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The fund information in the statements of net
assets available for benefits and changes in net assets available
for benefits is presented for purposes of additional analysis
rather than to present net assets available for benefits and
changes in net assets available for benefits of each fund. The
supplemental schedules and fund information have been subjected to
the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated, in all
material respects, in relation to the basic financial statements
taken as a whole.
Chicago, Illinois
February 24, 1999
<PAGE>
<TABLE>
<CAPTION>
DEKALB GENETICS CORPORATION
SAVINGS AND INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
As of August 31, 1998
Part 1 of 2
Fund Information
_______________________________________________________________________
______________
<S> <C> <C> <C> <C> <C> <C>
Summit DEKALB
Blue Chip Equity Cash Spectrum Stable
Growth Income Reserves Income Value DEKALB
Fund Fund Fund Fund Fund Stock Fund
__________ ___________ ___________ ___________ ___________ ___________ __
_ _ _ _ _
ASSETS:
Investments, at fair market
value--Pooled Equity Funds $36,129,36 $46,473,336 $10,515,812 $18,413,642 $18,537,533 $29,585,303
8
Company contribution
receivable 77,989 88,139 25,746 14,225 0
82,965 ___________ ___________ ___________ ___________ ___________
__________ _ _ _ _ _
__
NET ASSETS AVAILABLE FOR
BENEFITS $36,212,33 $46,551,325 $10,603,951 $18,439,388 $18,551,758 $29,585,303
3 =========== =========== =========== =========== ===========
========== = = = = =
==
The accompanying notes are an integral part of this statement.
</TABLE>
<TABLE>
<CAPTION>
DEKALB GENETICS CORPORATION
SAVINGS AND INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
As of August 31, 1998
Part 2 of 2
Fund Information
___________________________________________________________
____________
<S> <C> <C> <C> <C> <C> <C>
New Equity Pfizer
Internation Horizons Index Stock Loan
al
Stock Fund Fund Trust Fund Fund Total
___________ __________ __________ __________ __________ __________ __
__ __ __ __ __
ASSETS:
Investments, at fair market
value--Pooled Equity Funds $ 846,255 $ $ $ $ $166,878,1
888,080 3,846,675 316,479 1,325,706 89
Company contribution receivable 7,237
___________ 11,647 25,423 0 0 333,371
__ __________ __________ __________ __________ __________
__ __ __ __ __
NET ASSETS AVAILABLE FOR $ 853,492 $ $ $ $ $167,211,5
BENEFITS =========== 899,727 3,872,098 316,479 1,325,706 60
== ========== ========== ========== ========== ==========
== == == == ==
The accompanying notes are an integral part of this statement.
</TABLE>
<PAGE>
[CAPTION]
DEKALB GENETICS CORPORATION SAVINGS AND INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION As of
August 31, 1997
Part 1 of 2
<TABLE>
FUND INFORMATION
______________________________________________________
___________
<S> <C> <C> <C> <C>
Money Fixed Capital
Equity Market Income Preservation
Fund Fund Fund Fund
____________ ____________ ____________ ____________ ______
_____ _____ _____
ASSETS:
Investments, at fair
market value or contract
value-
DEKALB Genetics Corp.
common stock $ $ 0 $ 0 $ 0
0
Common stocks 0 0 0
56,160,636
Mutual funds 0 13,796,505 5,316,998
29,231,852
Short-term fixed income 9,322,630 908,961 1,059,949
fund 5,739,040
U.S. Treasury bonds and 0 2,903,592 0
notes 0
Participation accumulation
fund 0 0 12,360,445
0
0 0 0
Participant loans 0 ____________ ____________ ____________
____________ ___ ___ ___
___
Total investments 9,322,630 17,609,058 18,737,392
91,131,528 ____________ ____________ ____________
____________ ___ ___ ___
___
Receivables-
Company contribution 148,399 183,424 119,227
954,928
Accrued interest and 23,318 26,947 2,621
dividends 111,439
Fund transfers pending
246,241 (114,187) (2,919) (124,493)
____________ ____________ ____________ ____________ ___
___ ___ ___
Total receivables 57,530 207,452
1,312,608 ____________ ____________ (2,645)
____________ ___ ___ ____________
___ ___
Total assets 9,380,160 17,816,510 18,734,747
92,444,136 ____________ ____________ ____________
____________ ___ ___ ___
___
LIABILITIES:
Due to brokers 0 0 0
(828,815)
Other liabilities
(113,700) (19,977) (25,118) (17,542)
____________ ____________ ____________ ____________ ___
___ ___ ___
Total liabilities
(942,515) (19,977) (25,118) (17,542)
____________ ____________ ____________ ____________ ___
___ ___ ___
NET ASSETS AVAILABLE FOR
BENEFITS $ $ 9,360,183 $ 17,791,392 $ 18,717,205
91,501,621 ============ ============ ============
============ === === ===
===
The accompanying notes are an integral part of this statement.
</TABLE>
<TABLE>
<CAPTION>
DEKALB GENETICS CORPORATION SAVINGS AND INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
As of August 31, 1997
Part 2 of 2
Fund Information
______________________________________________________
__________
<S> <C> <C> <C> <C>
Company Pfizer
Stock Stock Participant
Fund Fund Loan Fund Total
_____________ ____________ ____________ ____________ _____
_____ _____ _____
<S> <C> <C> <C> <C>
ASSETS:
Investments, at fair market
value or contract value-
DEKALB Genetics Corporation
common stock $ $ $ $
13,100,316 0 0 13,100,316
Common stocks
0 188,933 0 56,349,569
Mutual funds
0 0 0 48,345,355
Short-term fixed income fund
98,668 44,157 0 17,173,405
U.S. Treasury bonds and notes
0 0 0 2,903,592
Participation accumulation
fund
0 0 0 12,360,445
Participant loans
0 0 1,012,920 1,012,920
____________ ____________ ____________ ____________ ___
___ ___ ___
Total investments
13,198,984 233,090 1,012,920 151,245,602
____________ ____________ ____________ ____________ ___
___ ___ ___
Receivables-
Company contribution
1,347,572 0 0 2,753,550
Accrued interest & dividends
388 689 30 165,432
Fund transfers pending
(4,642) 0 0 0
____________ ____________ ____________ ____________ ___
___ ___ ___
Total receivables
1,343,318 689 30 2,918,982
____________ ____________ ____________ ____________
___ ___ ___ ___
Total assets
14,542,302 233,779 1,012,950 154,164,584
____________ ____________ ____________ ____________ ___
___ ___ ___
LIABILITIES:
Due to brokers
0 0 0 (828,815)
Other liabilities
(72,004) 0 (16,000) (264,341)
____________ ____________ ____________ ____________ ___
___ ___ ___
Total liabilities
(72,004) 0 (16,000) (1,093,156)
____________ ____________ ____________ ____________ ___
___ ___ ___
NET ASSETS AVAILABLE FOR $ $ $ $
BENEFITS 14,470,298 233,779 996,950 153,071,428
============ ============ ============ ============ ===
=== === ===
The accompanying notes are an integral part of this statement.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
DEKALB GENETICS CORPORATION
SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
For the Year Ended August 31, 1998
Part 1 of 3
Fund Information
____________________________________________________________________
______________
Capital
Equity Money Market Bond Preservation Blue Chip
Fund Fund Fund Fund Fund
____________ ____________ ____________ ____________ ____________ _____
_____ _____ ___ _____
<S> <C> <C> <C> <C> <C>
BALANCE AT AUGUST 31, $ $ $ $ $
1997 91,501,621 9,360,183 17,791,392 18,717,205 0
____________ ____________ ____________ ____________ ____________ ___
___ ___ ___ ___
Contributions-
Company
501,788 88,924 90,913 51,909 460,081
Participant
927,002 114,739 175,389 82,295 765,007
Interest and dividend
income 841,788 173,903 229,652 353,285 71
Net appreciation
(depreciation) in fair
value of investments 443,927 9,536 (1,134,370)
(2,097,787) 0
Distributions
(3,372,241) (1,159,937) (948,675) (1,304,782) (819,892)
Transfers
(88,173,243) (8,569,593) (17,759,372) (17,907,047) 37,044,618
Participant loan
0 0 0 0 (159,497)
Participant loan
repayments (3,369) 30 56,828
2,422 140
Fees and expenses
(131,350) (8,359) (19,857) (2,431) (513)
____________ ____________ ____________ ____________ ____________ ___
___ ___ ___ ___
Net additions
(deductions)
(91,501,621) (9,360,183) (17,791,392) (18,717,205) 36,212,333
____________ ____________ ____________ ____________ ____________ ___
___ ___ ___ ___
BALANCE AT AUGUST 31, $ $ $ $ $
1998 0 0 0 0 36,212,333
============ ============ ============ ============ ============ ===
=== === === ===
The accompanying notes are an integral part of this statement.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
DEKALB GENETICS CORPORATION
SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
For the Year Ended August 31, 1998
Part 2 of 3
Fund Information
____________________________________________________________________
______________
Equity Summit Spectrum Stable Company
Income Cash Income Value Stock
Fund Fund Fund Fund Fund
_____________ ____________ ____________ ____________ ____________ _____
___ _____ _____ ___
<S> <C> <C> <C> <C> <C>
BALANCE AT AUGUST 31, $ 0 $ 0 $ 0 $ 0 $
1997 ____________ ____________ ____________ ____________ 14,470,298
_____ _____ _____ _____ ____________
_____
Contributions-
Company
519,822 436,332 170,499 84,547 (23,551)
Participant
891,999 332,826 270,013 143,463 1,502,754
Interest and dividend
income 880,892 326,043 725,048 705,204 51,112
Net appreciation
(depreciation) in fair
value of investments (3,938,791) 0 (698,642) 0 21,056,966
Distributions
(1,109,928) (329,385) (325,803) (689,277) (726,506)
Transfers
49,446,669 9,866,624 18,298,232 18,317,442 (6,668,401)
Participant loan
(209,106) (60,365) (20,928) (21,248) (130,815)
Participant loan
repayments 70,878 37,494 21,148 11,803 57,842
Fees and expenses
(1,110) (5,618) (179) (176) (4,396)
____________ ____________ ____________ ____________ ____________
_____ _____ _____ _____ _____
Net additions
(deductions)
46,551,325 10,603,951 18,439,388 18,551,758 15,115,005
____________ ____________ ____________ ____________ ____________ _____
_____ _____ _____ _____
BALANCE AT AUGUST 31, $ $ $ $ $
1998 46,551,325 10,603,951 18,439,388 18,551,758 29,585,303
============ ============ ============ ============ ============ ===
=== === === ===
The accompanying notes are an integral part of this statement.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
DEKALB GENETICS CORPORATION
SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION For
the Year Ended August 31, 1998
Part 3 of 3
Fund Information
____________________________________________________________________ ______________
New
Internationa Horizons Equity Pfizer Loan
l Stock Fund Index Fund Stock Fund Fund Total
Stock Fund ____________ ____________ ____________ ____________ ____________
____________ ___ ___ ___ ___ ___
___
<S> <C> <C> <C> <C> <C> <C>
BALANCE AT AUGUST 31, $ 0 $ $ $ $ $
1997 ____________ 0 0 233,779 996,950 153,071,428
___ ____________ ____________ ____________ ____________ ____________
___ ___ ___ ___ ___
Contributions-
Company
33,529 53,071 102,723 0 0 2,570,587
Participant
50,363 81,297 190,621 0 0 5,527,768
Interest and dividend
income 3 7 5 1,450 132 4,288,595
Net appreciation
(depreciation) in fair
value of investments (118,887) (325,738) (596,562) 127,628 0 12,727,280
Distributions
(113) (693) (497) 0 (12,347) (10,800,076)
Transfers
888,715 1,087,997 4,173,737 (46,378) 0 0
Participant loan
(3,941) (3,126) (3,475) 0 612,501 0
Participant loan
repayments 3,834 6,922 5,558 0 (271,530) 0
Fees and expenses 0 0
(11) (10) (12) ____________ ____________ (174,022)
____________ ____________ ____________ ___ ___ ____________
___ ___ ___ ___
Net additions
(deductions)
853,492 899,727 3,872,098 82,700 328,756 14,140,132
____________ ____________ ____________ ____________ ____________ ____________ ___
___ ___ ___ ___ ___
BALANCE AT AUGUST 31, $ $ $ $ $ $
1998 853,492 899,727 3,872,098 316,479 1,325,706 167,211,560
============ ============ ============ ============ ============ ============ ===
=== === === === ===
The accompanying notes are an integral part of this statement.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
DEKALB GENETICS CORPORATION SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
For the Year Ended August 31, 1997
Part 1 of 2
Fund Information
_____________________________________________________
__________
Money Fixed Capital
Equity Market Income Preservation
Fund Fund Fund Fund
_____________ _____________ _____________ _____________ _____
_____ _____ _____
<S> <C> <C> <C> <C>
BALANCE AT AUGUST 31, $ 68,095,678 $ 10,660,343 $ 17,410,737 $ 19,178,212
1996 _____________ _____________ _____________ _____________
_____ _____ _____ _____
Contributions-
Company 1,908,644 322,528
361,185 230,923
Participant 2,877,422 335,021
506,847 368,782
Interest income 242,769 562,457
346,861 842,463
Dividend income 1,678,304 0 297,903
592,211
Net appreciation in fair
value of investments 24,928,089
0 799,677 (1,192)
Distributions
(7,241,211) (2,403,486) (2,107,374) (2,639,418)
Transfers 445,213
(550,212) (93,508) (38,009)
Participant loan 0 0
distributions 0 0
Participant loan 0 0
repayments 0 0
Fees and expenses
437,862) (23,172) (80,743) (5,681)
_____________ _____________ _____________ _____________ _____
_____ _____ _____
Net additions
(deductions) 3,405,943 380,655
_____________ (1,300,160) _____________ (461,007)
_____ _____________ _____ _____________
_____ _____
BALANCE AT AUGUST 31, $ 91,501,621 $ 9,360,183 $ 17,791,392 $ 18,717,205
1997 ============= ============= ============= =============
== == == ==
The accompanying notes are an integral part of this statement.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
DEKALB GENETICS CORPORATION SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION For
the Year Ended August 31, 1997
Part 2 of 2
Fund Information
_______________________________________
________
Company Pfizer
Stock Stock Participant
Fund Fund Loan Fund Total
____________ ____________ ____________ ____________ _____
_____ _____ _____
<S> <C> <C> <C> <C>
BALANCE AT AUGUST 31, $ $ $ $
1996 4,895,935 131,899 853,431 121,226,235
____________ ____________ ____________ ____________ _____
_____ _____ _____
Contributions-
Company
1,787,298 0 0 4,610,578
Participant
707,646 0 0 4,795,718
Interest income
(6,928) 1,168 37,600 2,026,390
Dividend income
42,586 2,181 0 2,613,185
Net appreciation in fair
value of investments
7,358,642 98,531 0 33,183,747
Distributions
(232,678) 0 (343,004) (14,967,171)
Transfers
(80,206) 0 316,722 0
Participant loan
distributions
0 0 406,400 406,400
Participant loan
repayments
0 0 (274,199) (274,199)
Fees and expenses
(1,997) 0 0 (549,455)
____________ ____________ ____________ ____________ _____
_____ _____ _____
Net additions
(deductions)
9,574,363 101,880 143,519 31,845,193
____________ ____________ ____________ ____________ _____
_____ _____ _____
BALANCE AT AUGUST 31, $ $ $ $
1997 14,470,298 233,779 996,950 153,071,428
============ ============ ============ ============ ==
== == ==
The accompanying notes are an integral part of this statement.
</TABLE>
<PAGE>
DEKALB GENETICS CORPORATION
SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
August 31, 1998 and 1997
1.PLAN DESCRIPTION
The following brief description of the DEKALB Genetics
Corporation Savings and Investment Plan (the "Plan") is
provided for general information purposes only. Participants
should refer to the Plan document for more complete
information.
General
The Plan, which was established effective September 1,
1982, is a defined contribution plan covering substantially all
employees of DEKALB Genetics Corporation (the "Company") and
its subsidiaries. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA"), as
amended.
Contributions
All monies received by the Trustee of the Plan are invested at
the direction of the participants in accordance with the terms
of the Trust Agreement. Participants may contribute up to 15%
of compensation, as defined in the Plan. Company contributions
(50% matching of participant contributions from 1% to 6% of
covered compensation) are invested in the various funds in
proportion to the participants' investment in such funds. The
Company may elect to contribute an additional amount at the
discretion of the Board of Directors.
Effective September 1, 1995, the Plan was amended to provide
for a guaranteed Company contribution to the Plan equal to 1%
of payroll for all employees eligible to participate in the
Plan. Effective September 1, 1996, the Company increased the
compensation-based contribution from 1% of pay to 2% of pay.
Vesting
A participant is at all times fully vested in his employee
contribution account. His employer contribution account vests
at the rate of 20% per year. A participant is 100% vested
after five years of credited service.
Forfeited Accounts
Termination of employment before the completion of five years
of service will result in forfeitures from the employer
contribution account unless such termination is due to the
participant's attainment of age 65 or death or disability.
Forfeited nonvested accounts will be used to reduce Company
contributions.
<PAGE>
Benefits
Distributions from the Plan are paid in cash as a lump sum
provided that distributions from the Company common stock
fund may, at the participant's election, be received in
either whole shares of DEKALB Genetics Corporation Class A
common stock or cash.
Investment Options
On January 1, 1998, the Plan changed trustees from
Citibank, N.A. to T. Rowe Price Trust Company.
Contributions from participants are credited directly to
their account in each fund. Employee contributions are
invested in at least 1% increments. Transfers of account
balances must be in whole percentages. Rollovers from
prior qualified plans are invested at the employee's
discretion. Company matching contributions and any
discretionary Company matching contributions are invested
in the investment funds in the same proportions as the
participant employee's pretax contributions. A
participant may change his investment direction with
respect to his current account and future contributions no
more than six times per year by giving the Plan's
administrative committee written notice in the prescribed
form. Changes in investment direction of the current
account balance immediately take effect as long as the
change occurred during a business day before 4 p.m.
eastern time.
There are currently nine investment funds available to
participants. These nine funds are described briefly
below:
Blue Chip Growth Fund--This fund seeks long-term growth.
It invests in large and medium-sized blue chip growth
companies that are well established and have the
potential for above-average growth. This fund is
subject to the risks associated with stock market
investing.
Equity Income Fund--This fund seeks high income and long
term growth. It takes a relatively conservative
approach by investing in stocks that pay above-average
dividends. Stocks paying dividends generally
experience less volatility than those that do not.
Summit Cash Reserves Fund--This fund seeks to preserve
principal investment and offers higher income. It
invests in high-quality money market securities. This
fund tries to keep its share price steady at $1,
although it is not guaranteed. It is neither insured
nor guaranteed by the U.S. government.
Spectrum Income Fund--This fund takes a diversified
approach to high income. It may invest in up to five
U.S. bond funds, two international bond funds, a money
market fund, and an income-oriented stock fund.
DEKALB Stable Value Fund--This fund seeks to preserve
principal investment and offer some income. It invests
in investment contracts issued by high-quality
insurance companies and banks. This fund tries to keep
its unit price steady at $1, although it is not
guaranteed. This fund is neither insured nor
guaranteed by the U.S. Government.
<PAGE>
DEKALB Stock Fund--This fund seeks long-term growth by
investing in the common stock of the Company.
International Stock Fund--This fund seeks high long-term
growth by investing in established non-U.S. companies.
New Horizons Fund--This aggressive fund seeks high long
term growth. It invests in small company stocks and
takes a growth approach to investing. This fund is
subject to the abrupt and unpredictable market
movements associated with small company stocks.
Equity Index Trust--This trust seeks long-term growth and
income. It invests in the 500 stocks that make up the
S&P 500 Index.
A tenth fund, the Pfizer stock fund, was created solely
for the purpose of holding common stock of Pfizer, Inc.
received by the Plan through employee rollover
contributions. No additional contributions may be made to
this fund.
An eleventh fund, the participant loan fund, was created
for the purpose of recording participant loans and related
activity. Interest on these loans is accumulated at the
prime rate plus 1%, determined at the date the loan is
granted.
Loans to Participants
Participants may apply for a loan from the Plan. The
total loan amount is limited to the lesser of $50,000 or
one half of the participant's vested account balance. Loan
repayments are made by the participant through payroll
deductions. The minimum loan amount is $1,000 and only
one loan per Plan year to a participant is allowed.
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accompanying financial statements are prepared on the
accrual basis of accounting. The preparation of the
financial statements in conformity with generally accepted
accounting principles requires the Plan's management to
use estimates and assumptions that affect the accompanying
financial statements and disclosures. Actual results could
differ from these estimates.
Contributions
Contributions to the Plan from participants are recorded
on an accrual basis and are deposited directly in the
appropriate fund on a biweekly basis. Contributions made
by the Company are accrued on the basis of participants'
contributions and are made quarterly.
<PAGE>
Investments Valuation
Investments in securities (U.S. Treasury bonds and notes,
corporate bond and bond investment funds, and common
stocks) traded on a national securities exchange are
valued at the last reported sales price on the last
business day of the Plan's year; securities in collective
short-term investment funds and money market funds are
stated at fair value as determined by the Trustee of such
funds. The capital preservation fund is valued at
contract value.
Withdrawals and Transfers
Withdrawals of participant and employer contributions can
be made subject to certain specified restrictions and tax
consequences. Participants may elect to transfer all or
part of their balance of funds to other funds as the Plan
allows on a quarterly basis. Transfers between the
capital preservation fund and the money market funds are
prohibited as are transfers of participant balances to the
company stock fund.
Income Recognition
Purchases and sales of securities are reflected on a trade-
date basis. Dividend income is recorded on the ex-
dividend date. Income from other investments are recorded
as earned on an accrual basis.
Net Appreciation (Depreciation) in Fair Value of
Investments
The Plan presents, in the statements of changes in net
assets available for benefits, the net appreciation
(depreciation) in fair value of its investments which
consists of realized gains or losses and the unrealized
appreciation (depreciation) on those investments.
Administrative Expenses
Trustee fees and investment management fees were paid by
the Plan in 1998 and 1997. All other administrative fees
are paid by the Company.
3.INVESTMENTS
Individual investments representing 5% or more of net
assets available for benefits in 1997 are summarized as
follows:
<TABLE>
<CAPTION>
Description ____________________________
______
<S> <C>
Harris Bank Common Stock Fund $22,932,66
4
Citibank Liquid Reserve Fund
9,322,630
Harris Bank Collective
Marketable Bond Fund
13,796,505
Aetna Fixed Income Contract
12,360,445
DEKALB Genetics Corporation
stock 13,100,316
==========
=
</TABLE>
The Plan's investments (including investments bought and
sold, as well as held, during the year) appreciated in
value $12,727,280 and $33,183,747 for the years ended
August 31, 1998 and 1997, respectively, summarized as
follows:
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
DEKALB Genetics Corporation
common stock $ $
0 7,358,642
Common stocks
0 25,026,620
U.S. Treasury bonds and notes
0 799,677
Participation Accumulation
Fund 0 (1,192)
Pooled Equity Funds
12,727,280 0
__________ __________
__ ___
$12,727,28 $33,183,74
0 7
========== ==========
== ==
</TABLE>
<PAGE>
4.TAX STATUS
The Plan obtained its latest determination letter dated
April 28, 1995, in which the Internal Revenue Service
stated that the Plan, as then designed, was in compliance
with the applicable requirements of the Internal Revenue
Code. The Plan has been amended since receiving the
determination letter. However, the Plan administrator and
the Plan's tax counsel believe that the Plan is currently
designed and being operated in compliance with the
applicable requirements of the Internal Revenue Code.
5.PLAN TERMINATION
The Company has the right under the Plan to discontinue
its contributions at any time and to terminate the Plan
subject to the provisions of ERISA. At Plan termination,
participants will become fully vested in their account
balances.
6.RECONCILIATION TO FORM 5500
As of August 31, 1998 and 1997, the Plan had approximately
$0 and $6,318,267, respectively, of pending distributions
to participants who elected to withdraw from the operation
and earnings of the Plan and a Company contribution
receivable of $333,371 and $0, respectively, that was not
reflected in the Form 5500. These amounts are recorded as
a liability in the Plan's Form 5500; however, these
amounts are not recorded as a liability in the
accompanying statements of net assets available for plan
benefits in accordance with generally accepted accounting
principles.
<PAGE>
The following table reconciles net assets available for
benefits per the financial statements to the Form 5500 as
filed by the Company for the years ended August 31, 1998
and 1997:
<TABLE>
<CAPTION>
Net Assets Available
for Plan Benefits
August 31
_______________________
____
Company Benefits Benefits
Contributi Payable to Paid
onReceivab Participan 1998 1997
le ts __________ __________ ___________
__________ __________ __ __ _
__ __
<S> <C> <C> <C> <C> <C>
Per financial statements $ $ $10,800,07 $167,211,5 $153,071,42
333,371 0 6 60 8
Contribution receivable
not reported on
Form 5500
(333,371) 0 0 0 0
Reversal of 1997 accrual
for benefit payments
0 0 (6,318,267 0 (6,318,267)
__________ __________ ) __________ ___________
__ __ __________ __ __
__
Per Form 5500 $ $ $ $167,211,5 $146,753,16
0 0 4,481,809 60 1
========== ========== ========== ========== ===========
== == == == ==
</TABLE>
7.SUBSEQUENT EVENT
Effective November 30, 1998, the Company was acquired by
Monsanto Company. It is the intention of Monsanto
Company to terminate the Plan effective December 31,
1999.
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our report included in this Form 11-K into
the Company's previously filed Registration Statement File
No. 33-33305.
Chicago, Illinois
February 24, 1999
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<PAGE>
<CAPTION>
Schedule I
DEKALB GENETICS CORPORATION
SAVINGS AND INVESTMENT PLAN
ITEM 27a--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
As of August 31, 1998
(Employer Identification Number 36-3586793, Plan Number 002)
Identity of Issuer, Borrower,
Lessor or Similar Party Number of Units Cost Market
____________________________ __________________ ____________ ____________
______ ____ __ __
<S> <C> <C> <C>
*T. ROWE PRICE POOLED EQUITY
FUNDS:
Blue Chip Growth Fund 1,533,504.584 $ $
shares 37,557,668 36,129,368
Equity Income Fund 1,940,431.555
shares 50,756,227 46,473,336
Summit Cash Reserves Fund 10,515,812.13
shares 10,515,812 10,515,812
Spectrum Income Fund 1,633,863.533
shares 19,117,108 18,413,642
DEKALB Stable Value Fund 18,537,532.99
shares 18,537,533 18,537,533
DEKALB Stock Fund 341,533.079 shares
3,750,874 29,585,303
International Stock Fund 62,732.006 shares
956,985 846,255
New Horizons Fund 48,502.468 shares
1,208,799 888,080
Equity Index Trust 155,988.426 shares
4,443,181 3,846,675
Pfizer Stock Fund 3,043 shares
55,724 316,479
Loan Fund Interest rates
from 7% to 11%
1,325,706 1,325,706
____________ ____________
___ ___
$ $
148,225,617 166,878,189
============ ============
=== ===
*Party in interest.
The accompanying notes are an integral part of this schedule.
<PAGE>
<CAPTION>
Schedule II
DEKALB GENETICS CORPORATION
SAVINGS AND INVESTMENT PLAN
ITEM 27d--SCHEDULE OF REPORTABLE TRANSACTIONS
For the Year Ended August 31, 1998
(Employer Identification Number 36-3586793, Plan Number 002)
Purchase Selling Cost Current Net Gain
Value
Identity of Party Price Price of Asset of Asset or Loss
____________________________ ____________ ____________ ____________ ____________ ____________
______ __ __ __ __ __
*CITIBANK, N.A. LIQUID RESERVE
FUND--Commingled Employee
Benefit Trust:
Purchases $ $ $ $ $
103,104,558 0 103,104,558 103,104,558 0
Sales
0 120,288,214 120,288,214 120,288,214 0
*T. ROWE PRICE POOLED EQUITY
FUNDS:
Blue Chip Growth Fund-
Purchases
39,593,609 0 39,593,609 39,593,609 0
Sales
0 0 0 0 0
Equity Income Fund-
Purchases
56,909,787 0 56,909,787 56,909,787 0
Sales
0 6,496,430 6,199,423 6,496,430 297,007
Summit Cash Reserves Fund-
Purchases
11,706,147 0 11,706,147 11,706,147 0
Sales
0 1,190,100 1,190,100 1,190,100 0
Spectrum Income Fund-
Purchases
19,764,310 0 19,764,310 19,764,310 0
Sales
0 651,853 648,442 651,853 3,411
DeKALB Stable Value Fund-
Purchases
20,452,775 0 20,452,775 20,452,775 0
Sales
0 1,915,066 1,915,066 1,915,066 0
DeKALB Stock Fund-
Purchases
4,160,433 0 4,160,433 4,160,433 0
Sales
0 3,802,542 458,812 3,802,542 3,343,730
============ ============ ============ ============ ============
=== === === === ===
*Party-in-interest transaction.
The accompanying notes are an integral part of this schedule.
</TABLE>
