29
                                
     PAGE 1
                            FORM 10-K
                                
               SECURITIES AND EXCHANGE COMMISSION
                                
                    WASHINGTON, D. C.  20549

[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
   SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 1998

                               OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
   SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to
Commission file number 1-44

                 ARCHER-DANIELS-MIDLAND COMPANY
     (Exact name of registrant as specified in its charter)

         Delaware                                  41-0129150
(State or other jurisdiction of                (I. R. S. Employer
incorporation or organization)                Identification No.)

4666 Faries Parkway   Box 1470   Decatur, Illinois   62525
(Address of principal executive offices)           (Zip Code)

Registrant's telephone number, including area code217-424-5200

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

                                        Name of each exchange on
   Title of each class                     which registered

Common Stock, no par value              New York Stock Exchange
                                        Chicago Stock Exchange
                                        Swiss Exchange
                                        Tokyo Stock Exchange
                                        Frankfurt Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

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 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 Regulation 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. [ ]

State the aggregate market value of the voting stock held by non-
affiliates of the registrant.

          Common Stock, no par value--$8.7 billion
(Based on the closing price of the New York Stock Exchange on
August 24, 1998)

Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest
practicable date.

          Common Stock, no par value--567,619,871 shares
                    (August 31, 1998)

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the annual shareholders' report for the year ended
June 30, 1998 are incorporated by reference into Parts I, II and
IV.

Portions of the annual proxy statement for the year ended June
30, 1998 are incorporated by reference into Part III.
1
     PAGE 2

PART I


Item 1. BUSINESS

        (a)    General Development of Business

              Archer Daniels Midland Company was incorporated
           in Delaware in 1923, successor to the Daniels
           Linseed Co. founded in 1902.

              During the last five years, the Company has
           experienced significant growth, spending
           approximately $4.5 billion for construction of new
           plants, expansions of existing plants and the
           acquisitions of plants and transportation equipment.
           There have been no significant dispositions during
           this period. However, during this period, the
           Company has disposed of its Supreme Sugar subsidiary
           and its British Arkady bakery ingredient business.
           In addition, the Company has contributed malting
           operations, formula feed operations, rice milling
           operations, Mexican wheat flour mills and masa corn
           flour operations to various unconsolidated joint
           ventures.

        (b)    Financial Information About Industry Segments

              The Company is in one business segment--
           procuring, transporting, storing, processing and
           merchandising agricultural commodities and products.

        (c)    Narrative Description of Business

                                        (i)Principal products
               produced and principal markets for and methods of
               distribution of such products.

                                           The Company is
               engaged in the business of procuring,
               transporting, storing, processing and
               merchandising agricultural commodities and
               products. It is one of the world's largest
               processors of oilseeds, corn and wheat. The
               Company also processes cocoa beans, milo, oats,
               barley and peanuts. Other operations include
               transporting, merchandising and storing
               agricultural commodities and products. These
               operations and processes produce products which
               have primarily two end uses: food or feed
               ingredients. Each commodity processed is in
               itself a feed ingredient as are the by-products
               produced during the processing of each commodity.

               Production processes of all commodities are
               capital intensive and similar in nature. These
               processes involve grinding, crushing or milling
               with further value added through extraction,
               refining and fermenting. Generally, each
               commodity can be processed by any of these
               methods to generate additional value-added
               products.
2
     PAGE 3

Item 1. BUSINESS-Continued

               All commodities and related processed products
               share the same network of commodity procurement
               facilities, transportation services (including
               rail, barge, truck and ocean vessels) and storage
               facilities. The geographic areas, customers and
               marketing methods are basically the same for all
               commodities and their related further processed
               products. Feed ingredient products and by-
               products are sold to farmers, feed dealers and
               livestock producers, all of whom purchase
               products from across the entire commodity chain.
               Food ingredient products are also sold to one
               basic group of customers: food and beverage
               processors. Any single customer may purchase
               products produced from all commodities, and any
               single food or feed product could include
               ingredients produced from all commodities
               processed.

               Oilseed Products

                                           Soybeans, cottonseed,
               sunflower seeds, canola, peanuts, flaxseed and
               corn germ are processed to provide vegetable oils
               and meals principally for the food and feed
               industries. Crude vegetable oil is sold "as is"
               or is further processed by refining and
               hydrogenating into margarine, shortening, salad
               oils and other food products. Partially refined
               oil is sold for use in chemicals, paints and
               other industrial products. Lecithin, an
               emulsifier produced in the vegetable oil refining
               process, is marketed as a food and feed
               ingredient. Natural source Vitamin E, an
               antioxidant, and distilled monoglycerides, an
               emulsifier, are produced from soybeans and other
               oilseeds.

                                           Oilseed meals supply
               more than one-half of the high protein
               ingredients used in the manufacture of commercial
               livestock and poultry feeds. Soybean meal is
               further processed into soy flour and grits, used
               in both food and industrial products, and into
               value-added soy protein products. Textured
               vegetable protein (TVP), a soy protein product
               developed by the Company, is sold primarily to
               the institutional food market and, through
               others, to the food consumer market. The Company
               also produces a wide range of other edible soy
               protein products including isolated soy protein,
               soy protein concentrate, soy-based milk products,
               soy flours and soy protein meat substitutes
               (Harvest Burgers and Harvest Burgers for
               Recipes). The Company produces and markets a wide
               range of consumer and institutional health foods
               based on the Company's various soy protein
               products, including soy-derived isoflavones. The
               Company produces cottonseed flour which is sold
               primarily to the pharmaceutical industry. Cotton
               cellulose pulp is manufactured and sold to the
               chemical, paper and filter markets.
3
     PAGE 4
Item 1. BUSINESS-Continued

               Corn Products

                                           The Company is
               engaged in dry milling and wet milling corn
               operations. Products produced for use by the food
               and beverage industry include syrup, starch,
               glucose, dextrose, crystalline dextrose, high
               fructose sweeteners, crystalline fructose and
               grits. Corn gluten feed and distillers grains are
               produced for use as feed ingredients. Ethyl
               alcohol is produced to beverage grade or for
               industrial use as ethanol. In gasoline, ethanol
               increases octane and is used as an extender and
               oxygenate. Corn germ, a by-product of the milling
               process, is further processed as an oilseed.

                                           By fermentation of
               dextrose, the Company produces citric and lactic
               acids, feed-grade amino acids and vitamins,
               lactates, sorbitol, xanthan gum, and food
               emulsifiers principally for the food and feed
               industries.

               Wheat and Other Milled Products

                                           Wheat flour is sold
               primarily to large bakeries, durum flour is sold
               to pasta manufacturers and bulgur, a gelatinized
               wheat food, is sold to both the export and the
               domestic food markets. The Company produces wheat
               starch and vital wheat gluten for the baking
               industry. The Company mills oats into oat bran
               and oat flour for institutional and consumer food
               customers. The Company also mills milo to produce
               industrial flour that is used in the
               manufacturing of wall board for the building
               industry.

               Other Products and Services

                                           The Company buys,
               stores and cleans agricultural commodities, such
               as oilseeds, corn, wheat, milo, oats and barley,
               for resale to other processors worldwide.

               The Company grinds cocoa beans and produces cocoa
               liquor, cocoa butter, cocoa powder, chocolate and
               various compounds for the food processing
               industry.

                                           The Company produces
               and distributes formula feeds and animal health
               and nutrition products to the livestock, dairy
               and poultry industries. Many of the feed
               ingredients and health and nutrition products are
               produced in the Company's other commodity
               processing operations.

                                           The Company produces
               bakery products and mixes which are sold to the
               baking industry.
4
     PAGE 5
Item 1. BUSINESS--Continued

                                           The Company produces
               spaghetti, noodles, macaroni, and other consumer
               food products. The Company also produces lettuce,
               other fresh vegetables and herbs in its
               hydroponic greenhouse.

                                           The Company processes
               and distributes edible beans for use in many
               parts of the food industry.

                                           The Company raises
               fish for distribution to consumer food customers.

                                           Hickory Point Bank
               and Trust Co. furnishes public banking and trust
               services, as well as cash management and
               securities safekeeping services for the Company.

                                           ADM Investor
               Services, Inc. is a registered futures commission
               merchant and a clearing member of all principal
               commodities exchanges. ADM Investor Services
               International, Ltd. specializes in futures,
               options and foreign exchange in the European
               marketplace.

                                           Agrinational
               Insurance Company acts as a direct insurer and
               reinsurer of a portion of the Company's domestic
               and foreign property and casualty insurance
               risks.

                                           The Company owns a
               57% interest in Heartland Rail Corporation.
               Heartland's 80% owned affiliate, Iowa Interstate
               Railroad, operates a regional railroad in Iowa
               and Illinois.

                                           Alfred C. Toepfer
               International (Germany) and affiliates, in which
               the Company has a 50% interest, is one of the
               world's largest, most respected trading companies
               specializing in agricultural commodities and
               processed products. Toepfer has forty-three sales
               offices worldwide.

                                           Compagnie
               Industrielle et Financiere des Produits Amylaces
               SA (Luxembourg) and affiliates, of which the
               Company has a 41.5% interest, owns European
               agricultural processing plants that are primarily
               engaged in wet corn milling and wheat starch
               production.

                                           Gruma S.A. de C.V.
               (Mexico) and affiliates, of which the Company has
               a 22% interest, is the world's largest producer
               and marketer of corn flour and tortillas with
               operations in the U.S., Mexico and Central
               America. Additionally, the Company has a 20%
               interest in a joint venture which consists of the
               combined U.S. corn flour operations of ADM and
               Gruma. The Company also has a 40% share, through
               a joint venture with Gruma, in seven Mexican-
               based wheat flour mills.
5
     PAGE 6
Item 1. BUSINESS-Continued

               The Company owns a 30% non-voting equity interest
               in Minnesota Corn Processors (MCP). MCP operates
               wet corn milling plants in Minnesota and
               Nebraska.
               
               The Company formed a strategic alliance with
               United Grain Growers of Canada (UGG) which
               resulted in the Company having approximately 42%
               ownership of UGG. UGG, with more than 175
               locations throughout Western Canada, is involved
               in grain merchandising, crop input marketing and
               distribution, livestock production services and
               farm business communications.
               
               Consolidated Nutrition, L.C., a joint venture
               between the Company and Ag Processing Inc., is a
               supplier of premium animal feeds and animal
               health products. The Company has a 50% ownership
               interest in this joint venture.

               ADM/Countrymark, LLC, a joint venture between the
               Company and Countrymark Cooperative Inc.,
               operates a grain business in Indiana, Kentucky,
               Maryland, Michigan and Ohio. The Company has a
               50% ownership interest in this joint venture. The
               Company also has a 50% interest in Kalama Export
               Company, a joint venture with Con Agra Inc.,
               which operates a grain export elevator in
               Washington.
               
               The Company owns a 28% interest in Acatos &
               Hutchinson, a U.K. based company, that processes
               and markets edible oil.
               
               Eaststarch C.V. (Netherlands), of which the
               Company has a 50% interest, operates wet corn
               milling plants in Bulgaria, Hungary, Slovakia and
               Turkey.
               
               Almidones Mexicanos S.A. (Mexico), of which the
               Company has a 50% interest, operates a wet corn
               milling plant in Mexico.
               
               Golden Peanut Company, a joint venture between
               the Company, Gold Kist, Inc. and Alimenta
               Processing Corporation, is a major supplier of
               peanuts to both the domestic and export markets.
               The Company has a 33 1/3% ownership interest in
               this joint venture.
               
               ADM-Riceland Partnership, a joint venture between
               the Company and Riceland Foods, Inc., is a
               processor of rice and rice products for
               institutional and consumer food customers. The
               Company has a 50% ownership interest in this
               joint venture.

               
               

               The Company owns a 50% interest in Sociedad
               Aceitera Oriente, S.A., a Bolivian company that
               is in the oilseed crushing, refining and bottling
               business.
6
     PAGE 7

Item 1. BUSINESS-Continued
               
               International Malting Company, a joint venture
               between the Company and the LeSaffre Company,
               operates barley malting plants in the United
               States, Canada and France. The Company has a 40%
               ownership interest in this joint venture.
               
                                           The Company
               participates in various joint ventures that
               operate oilseed crushing facilities, oil
               refineries and related storage facilities in
               China and Indonesia.

                                           The percentage of net
               sales and other operating income by classes of
               products and services for the last three fiscal
               years were as follows:



                                            1998   1997    1996
                                                 
               Oilseed products             63%    64%    61%
               Corn products                13     16     18
               Wheat and other                            
                  milled products           9      12     13
               Other products and services  15     8      8
                                            ----   ----   ----
                                                          
                                            100%   100%   100%
                                            ====   ====   ====


               Methods of Distribution

               Since the Company's customers are principally
               other manufacturers and processors, its products
               are distributed mainly in bulk from processing
               plants or storage facilities directly to the
               customers' facilities. The Company owns a large
               number of trucks and trailers and owns or leases
               large numbers of railroad tank cars and hopper
               cars to augment those provided by the railroads.
               The Company uses the inland waterway systems of
               North and South America and functions as a
               contract carrier of commodities for its own
               operations as well as for other companies. The
               Company owns and leases approximately 2,250 river
               barges and 53 line-haul towboats.
7
     PAGE 8
Item 1. BUSINESS-Continued

         (ii)  Status of new products

                                           The Company continues
               to expand its business through the development
               and production of new, value-added products.
               These new products include a wide-range of health
               and nutrition products known as neutraceuticals
               or functional foods. The Company has entered the
               vitamin market with the production of riboflavin
               and vitamin E and is currently expanding
               production facilities to produce vitamin C. The
               Company continues to develop its soy protein meat
               substitutes, Harvest Burgers and Harvest Burgers
               for Recipes, its soy protein powdered non-dairy
               beverage, Nutribev, and its non-dairy frozen
               dessert, Dairylike. The Company is developing and
               expanding production facilities to produce soy-
               derived isoflavones, sterols, granular lecithin,
               astaxathin, distilled monoglycerides and xanthan
               gum. Additionally, the Company is in the early
               stages of development of the antioxidants beta-
               carotene, oligosaccharides and tocotrienols.

        (iii)  Source and availability of raw materials

                                           Substantially all of
               the Company's raw materials are agricultural
               commodities. In any single year, the availability
               and price of these commodities are subject to
               wide fluctuations due to unpredictable factors
               such as weather, plantings, government (domestic
               and foreign) farm programs and policies, changes
               in global demand created by population growth and
               higher standards of living and worldwide
               production of similar and competitive crops.

         (iv)  Patents, trademarks and licenses

                                           The Company owns
               several valuable patents, trademarks and licenses
               but does not consider its business dependent upon
               any single or group of patents, trademarks and
               licenses.

          (v)  Extent to which business is seasonal

                                           Since the Company is
               so widely diversified in global agribusiness
               markets, there are no material seasonal
               fluctuations in the manufacture, sale and
               distribution of its products and services. There
               is a degree of seasonality in the growing season
               and procurement of the Company's principal raw
               materials:  oilseeds, wheat, corn and other
               grains. However, the actual physical movement of
               the millions of bushels of these crops through
               the Company's storage and processing facilities
               is reasonably constant throughout the year. The
               worldwide need for food is not seasonal and is
               ever expanding as is the world's population.
8
     PAGE 9
Item 1. BUSINESS-Continued

        (vi)  Working capital items

                                           Price variations and
               availability of grain at harvest often cause wide
               fluctuations in the Company's inventories and
               short-term borrowings.

        (vii) Dependence on single customer

                                           No material part of
               the Company's business is dependent upon a single
               customer or very few customers.

        (viii) Amount of backlog

                                           Because of the nature
               of the Company's business, the backlog of orders
               at year end is not a significant indication of
               the Company's activity for the current or
               upcoming year.

         (ix)  Business subject to renegotiation

                                           The Company has no
               business with the government that is subject to
               renegotiation.

          (x)  Competitive conditions

                                           Markets for the
               Company's products are highly price competitive
               and sensitive to product substitution. No single
               company competes with the Company in all of its
               markets; however, a number of large companies
               compete in one or more markets. Major competitors
               in one or more markets include, but are not
               limited to, Cargill, Inc., ConAgra, Inc., Corn
               Products International, Inc., Eridania Beghin-Say
               and Tate & Lyle.

         (xi)  Research and development expenditures

                                           Practically all of
               the Company's technical efforts and expenditures
               are concerned with food and feed ingredient
               products. Special efforts are being made to find
               improvements in food technology to alleviate the
               protein malnutrition throughout the world,
               utilizing the three largest United States crops:
               corn, soybeans and wheat.
9
     PAGE 10
Item 1. BUSINESS-Continued

                                           The need to
               successfully market new or improved food and feed
               ingredients developed in the Company's research
               laboratories led to the concept of technical
               support. The Company is staffed with technical
               representatives who work closely with customers
               and potential customers on the development of
               food and feed products which incorporate Company-
               produced ingredients. These technical
               representatives are an adjunct to both the
               research and sales functions.

                                           The Company maintains
               a research laboratory in Decatur, Illinois where
               product and process development activities are
               conducted. To develop new bioproducts and to
               improve existing bioproducts, new cultures are
               developed using classical mutation and genetic
               engineering. Protein research is conducted at
               facilities in Decatur where meat and dairy pilot
               plants support application research. Starch and
               amyolitic enzyme research is done at a laboratory
               in Clinton, Iowa. Research to support sales and
               development for bakery products is done at a
               laboratory in Olathe, Kansas. Research to support
               sales and development for cocoa and chocolate
               products is done in Milwaukee, Wisconsin and the
               Netherlands. The Company maintains research
               centers in Quincy, Illinois that conduct swine
               and cattle feeding trials to test new formula
               feed products and to develop improved feeding
               efficiencies.
               
               The amounts spent during the three years ended
               June 30, 1998, 1997 and 1996 for such technical
               efforts were approximately $17.1, $12.2 and $11.5
               million, respectively.

                                      (xii)Material effects of
               capital expenditures for environmental protection

                                           During 1998, $16
               million was spent for equipment, facilities and
               programs for pollution control and compliance
               with the requirements of various environmental
               agencies.

                                           There have been no
               material effects upon the earnings and
               competitive position of the Company resulting
               from compliance with federal, state and local
               laws or regulations enacted or adopted relating
               to the protection of the environment.

                                           The Company expects
               that expenditures for environmental facilities
               and programs will continue at approximately the
               present rate with no unusual amounts anticipated
               for the next two years.

Item 1. BUSINESS-Continued

        (xiii) Number of employees

                                           The number of persons
               employed by the Company was 23,132 at June 30,
               1998.

           (d)Financial Information About Foreign and Domestic
           Operations and Export Sales

        The Company's foreign operations are principally in
developed countries and do not entail any undue or unusual
business risks. Geographic financial information is set forth in
"Note 11 of Notes to Consolidated Financial Statements" of the
annual shareholders' report for the year ended June 30, 1998 and
is incorporated herein by reference.

10

     PAGE 11
Item 1. BUSINESS--Continued

        (e)    Executive Officers and Certain Significant
Employees

           Name                       Title                 Age

           G. Allen Andreas    President and Chief Executive 55
                               Officer from 1997. Counsel to
                               the Executive Committee from
                               September 1994. Vice President
                               from 1988.

           Martin L. Andreas   Senior Vice President from 1989.59
                               Assistant to the Chairman.

           Charles P. Archer   Treasurer from October 1992.  42

           Lewis W. Batchelder Group Vice President from     53
                               July 1997. Senior Vice President
                               of ADM/Growmark. Various grain
                               merchandising positions since
1971.

           Charles T. Bayless  Executive Vice President from 63
                               July 1997. Group Vice President
                               from January 1993.

           Howard E. Buoy      Group Vice President from     72
                               January 1993.

           William H. Camp     Vice President from April 1993.49

           Mark J. Cheviron    Vice President from July 1997.49
                               Vice President of Corporate
                               Security and Administrative
                               Services since May 1997. Director
                               of Security since 1980.

           Larry H. Cunningham Group Vice President and      54
                               President of ADM Corn Processing
                               Division from October 1996.
                               Vice President and President
                               of Protein Specialties
                               Division since July 1993.

           Craig L. Hamlin     Group Vice President from     52
                               October 1994. President of
                               ADM Milling from 1989.

           Edward A. Harjehausen    Vice President from October48
                               1992.
11
     PAGE 12
Item 1. BUSINESS-Continued

           James C. Ielase     Group Vice President since    57
                               July 1997. President of Golden
                               Peanut Company from April 1995
                               to June 1997. Private investments
                               from 1992 to April 1995.

           Burnell D Kraft     Senior Vice President from    67
                               July 1997. Group Vice President
                               from January 1993. Vice President
                               from 1984. President of
                               ADM/Growmark, Collingwood Grain
                               and Tabor Grain Co. subsidiaries.

           Paul L. Krug, Jr.   Vice President from 1991 and  54
                               President of ADM Investor
                               Services.

           John E. Long        Vice President from July 1996.69
                               President of ADM Research
                               Division from 1992. Various
                               senior research positions from
                               1975.

           Claudia M. Madding  Secretary to the Executive    47
                               Committee from September 1997.
                               Executive Assistant to the
Chairman
                              since July 1997. Assistant
        Secretary
                               from 1993. Administrative
Assistant
                               to the Chairman since 1984.

           Jack McDonald       Vice President from October 1994.
66
                               President of Southern Cotton Oil
                               Division from 1990.

           John D. McNamara    Group Vice President and      50
                               President of North American
                               Oilseed Processing Division from
                               July 1997. President of ADM Agri-
                               Industries since 1992.

           Steven R. Mills     Controller from October 1994. 43
                               Various senior treasury and
                               accounting positions from 1979.

           Stephen W. Minder   Corporate Compliance Officer from
42
                               July 1997. Various senior
internal
                               audit positions since 1990.
12
     PAGE 13
Item 1. BUSINESS-Continued

           Paul B. Mulhollem   Group Vice President from     49
                               July 1997. Vice President from
                               January 1996. Managing Director
                               of ADM International, Ltd., from
                               1993.

           Brian F. Peterson   Vice President from January 1996.
56
                               President of ADM BioProducts
                               Division from 1995. Various
                               merchandising positions from
1980.

           Raymond V. Preiksaitis     Group Vice President from46
                               July 1997. Vice President -
                               Management Information Systems
                               from 1988.

           John G. Reed        Vice President from 1982.     68

           Richard P. Reising  Senior Vice President from July54
                               1997. Vice President, Secretary
                               and General Counsel from
                               1991 to 1997.

           John D. Rice        Vice President from 1993 and  44
                               President of ADM Food Oils
                               Division since December 1996.
                               Vice President of ADM Processing
                               Division from 1992.

           Scott A. Roberts    Assistant Secretary and Assistant
38
                               General Counsel from July 1997.
                               Member of the Law Department
                               since 1985.

           Kenneth A. Robinson Vice President from January 1996.
51
                               Vice President of ADM Processing
                               Division from 1985.

           Douglas J. Schmalz  Vice President and Chief      52
                               Financial Officer from 1986.
                               Controller from 1986 to 1994.

           David J. Smith      Vice President, Secretary and 43
                               General Counsel from July, 1997.
                               Assistant General Counsel from
                               1995. Assistant Secretary from
                               1988 to July 1997. Member of the
Law
                               Department since 1981.
Item 1. BUSINESS-Continued

           Stephen H. Yu       Vice President from January 1996.
38
                               Managing Director of ADM
                               Asia-Pacific, Ltd., from 1993.
                               Various merchandising positions
                               with Continental Grain Company
                               from 1986.

                              Officers of the registrant are
           elected by the Board of Directors for terms of one
           year and until their successors are duly elected and
           qualified.

           G. Allen Andreas and Martin L. Andreas are nephews o
           f Dwayne O.    Andreas, a director of the
           registrant.
13

     PAGE 14

I
tem 2. PROPERTIES

        (a)                    Processing Facilities

           The Company owns, leases, or has a 50% or greater
           interest in the following processing plants:



                                          
                                United   Foreign   Total
                                States
            Owned                 197                         77 274
            Leased                  2                         1   3
            Joint Venture          48                         27  75
                                 ____                         ________
                                  247                         105 352
                                  ===                         === ===


           The Company's operations are such that most products
           are efficiently processed near the source of raw
           materials.  Consequently, the Company has many
           plants located strategically in grain producing
           areas.  The annual volume processed will vary
           depending upon availability of raw materials and
           demand for finished products.
           
           The Company operates thirty-nine domestic and
           fifteen foreign oilseed crushing plants with a daily
           processing capacity of approximately 94,000 metric
           tons (3.5 million bushels).  The domestic plants are
           located in Alabama, Arkansas, Georgia, Illinois,
           Indiana, Iowa, Kansas, Louisiana, Minnesota,
           Missouri, Mississippi, Nebraska, North Dakota, Ohio,
           South Carolina, Tennessee and Texas.  The foreign
           plants are located in Brazil, Canada, England,
           Germany, India, Mexico, the Netherlands and Poland.
           The Company also has an interest, through a joint
           venture, in an oilseed crushing plant in Bolivia.
           
           The Company operates four wet corn milling and two
           dry corn milling plants with a daily grind capacity
           of approximately 41,700 metric tons (1.6 million
           bushels).  These plants and other related
           properties, including corn germ extraction and corn
           gluten pellet plants, are located in Illinois, Iowa,
           New York and North Dakota.  The Company also has
           interests, through joint ventures, in corn milling
           plants in Bulgaria, Hungary, Mexico, Slovakia and
           Turkey.
           
           The Company operates twenty-nine domestic wheat and
           durum flour mills, a domestic bulgur plant, three
           domestic corn flour mills, two domestic milo mills,
           and twelve foreign flour mills with a total daily
           milling capacity of approximately 30,700 metric tons
           (1.1 million bushels).  The Company also operates
           seven bakery mix and specialty ingredient plants,
           two pasta plants, and two starch and gluten plants.
           These plants and other related properties are
           strategically located across North and Central
           America in California, Illinois, Indiana, Iowa,
           
Item 2. PROPERTIES--continued

           Kansas, Louisiana, Minnesota, Missouri, Nebraska,
           New York, North Carolina, Oklahoma, Oregon,
           Pennsylvania, Tennessee, Texas, Washington,
           Wisconsin, Barbados, Belize, Canada and Jamaica.
           The Company also has an interest, through a joint
           venture, in rice milling plants in Arkansas and
           Louisiana.
           
           The Company operates fifteen domestic oilseed
           refineries in Arkansas, Georgia, Illinois, Indiana,
           Iowa, Minnesota, Nebraska, North Dakota, Tennessee
           and Texas as well as ten foreign refineries in
           Brazil, Canada, Germany, India and the Netherlands.
           The Company also has interests, through joint
           ventures, in oilseed refineries in Texas, Bolivia
           and England.  The Company produces packaged oils in
           California, Georgia, Illinois, Brazil and Germany
           and has interests, through joint ventures, in
           packaged oils plants in Bolivia and England.  Soy
           protein specialty products are produced in Illinois
           and the Netherlands, lecithin products are produced
           in Arkansas, Illinois, Iowa, Nebraska, Canada,
           Germany and the Netherlands, and Vitamin E is
           produced in Illinois.  Cotton linter pulp is
           produced in Tennessee and cottonseed flour is
           produced in Texas.
           
           The Company produces feed and food additives at
           seven bioproducts plants located in Illinois, North
           Carolina and Ireland. The Company also operates
           fifteen domestic and nine foreign formula feed and
           animal health and nutrition plants.  The domestic
           plants are located in Georgia, Illinois, Indiana,
           Iowa, Minnesota, Nebraska, Ohio, Texas and
           Washington.  The foreign plants are located in
           Barbados, Belize, Canada, China, Ireland and Puerto
           Rico.  The Company also has interests, through joint
           ventures, in formula feed plants in Arkansas,
           Georgia, Illinois, Iowa, Indiana, Kansas, Kentucky,
           Michigan, Minnesota, Missouri, Nebraska, Ohio,
           Pennsylvania, Tennessee, Wisconsin, Canada, China,
           Puerto Rico and Trinidad.
           
           The Company operates five domestic and eleven
           foreign chocolate and cocoa bean processing plants.
           The domestic plants are located in Georgia,
           Massachusetts, New Jersey, North Carolina and
           Wisconsin, and the foreign plants are located in
           Brazil, Canada, China, England, France, Germany, the
           Netherlands, Poland and Singapore.
           
           The Company operates forty-nine domestic edible bean
           processing facilities located in California,
           Colorado, Idaho, Kansas, Michigan, Minnesota, North
           Dakota and Wyoming.
           
           The Company operates various other food and food
           ingredient plants in England, France, Germany and
           Jamaica.
14
     PAGE 15
Item 2. PROPERTIES--continued
           
           Procurement Facilities
           
           The Company operates two hundred domestic terminal,
           country, and river elevators covering the major
           grain producing states, including one hundred thirty-
           seven country elevators and sixty-three terminal and
           river loading facilities including three grain
           export elevators in Louisiana.  Elevators are
           located in Arkansas, Colorado, Georgia, Illinois,
           Indiana, Iowa, Kansas, Kentucky, Louisiana,
           Michigan, Minnesota, Missouri, Montana, Nebraska,
           North Carolina, North Dakota, Oklahoma, South
           Carolina, Tennessee and Texas.  Domestic grain
           terminals, elevators and processing plants have an
           aggregate storage capacity of approximately
           412,000,000 bushels.
           
           The Company also has interests, through joint
           ventures, in seventeen domestic grain terminals and
           elevators, including two export terminals, one in
           the state of Washington and the other in Maryland.
           The other joint venture grain terminals and
           elevators are located in Indiana, Kentucky,
           Michigan, Minnesota, and Ohio.  Domestic joint
           venture grain terminals and elevators have an
           aggregate storage capacity of approximately
           62,000,000 bushels.
           
           The Company also operates one hundred thirty-four
           foreign grain elevators with an aggregate storage
           capacity of approximately 89,000,000 bushels,
           including three export facilities located in Brazil.
           These elevators are located in Barbados, Brazil,
           Canada, Germany, Ireland and Paraguay. The Company
           also has an interest, through a joint venture, in
           fourteen grain elevators in Bolivia with an
           aggregate storage capacity of approximately
           7,000,000 bushels.
           
           Eleven cotton gins are located in Texas and serve
           the cottonseed crushing plants in that area.
           
15
     PAGE 16

Item 3. LEGAL PROCEEDINGS
     
     ENVIRONMENTAL MATTERS
     
     In 1993, the State of Illinois Environmental Protection
     Agency ("IEPA") brought administrative enforcement
     proceedings arising out of the Company's alleged failure
     to obtain permits for certain pollution control equipment
     at certain of the Company's processing facilities in
     Illinois. The Company and IEPA have executed a settlement
     agreement with respect to one of these proceedings. That
     agreement is currently before the Illinois Pollution
     Control Board for approval. The Company believes it has
     meritorious defenses to the remaining proceeding. In
     management's opinion this settlement and the remaining
     proceeding will not, either individually or in the
     aggregate, have a material adverse effect on the Company's
     financial condition or results of operations.
     
     The Company is involved in approximately 35 administrative
     and judicial proceedings in which it has been identified
     as a potentially responsible party (PRP) under the federal
     Superfund law and its state analogs for the study and
     clean-up of sites contaminated by material discharged into
     the environment. In all of these matters, there are
     numerous PRPs. Due to various factors such as the required
     level of remediation and participation in the clean-up
     effort by others, the Company's future clean-up costs at
     these sites cannot be reasonably estimated. However, in
     management's opinion these proceedings will not, either
     individually or in the aggregate, have a material adverse
     effect on the Company's financial condition or results of
     operations.
     
     LITIGATION REGARDING ALLEGED ANTICOMPETITIVE PRACTICES
     
     The Company and certain of its current and former officers
     and directors are currently defendants in various lawsuits
     related to alleged anticompetitive practices by the
     Company as described in more detail below. The Company and
     the individual defendants named in these actions intend to
     vigorously defend the actions unless they can be settled
     on terms deemed acceptable to the parties. The Company has
     paid and intends to continue to pay the legal expenses of
     its current and former officers and directors and to
     indemnify these persons with respect to these actions in
     accordance with Article X of the Bylaws of the Company.
     
     GOVERNMENTAL INVESTIGATIONS
     
     Federal grand juries in the Northern Districts of Illinois,
     California and Georgia, under the direction of the United
     States Department of Justice ("DOJ"), have been
     investigating possible violations by the Company and others
     with respect to the sale of lysine, citric acid and high
     fructose corn syrup, respectively. In connection with an
     agreement with the DOJ, in fiscal 1997 the Company paid the
     United States a fine of $100 million. This agreement
     constitutes a global resolution of all matters between the
     DOJ and the Company and brought to a close all DOJ
     investigations of the Company. The federal grand jury in
     the Northern District of Illinois (lysine) has been closed.
     
     The Company has received notice that certain foreign
     governmental entities were commencing investigations to
     determine whether anticompetitive practices occurred in
     their jurisdictions. In February 1997, the Company's three
     Mexican subsidiaries were notified that the Mexican Federal
     Competition Commission commenced an investigation as to
     whether the Company's marketing and sale of lysine in
     Mexico resulted in violations of that country's federal
     antitrust laws. On June 22, 1998 the Mexican Federal
     Competition Commission issued resolutions concluding its
     investigation relative to the Company's subsidiaries and
     imposing a fine in the approximate amount of $125,000.  In
     June 1997, the Company and several of its European
     subsidiaries were notified that the Commission of the
     European Communities had initiated an investigation as to
     possible anticompetitive practices in the amino acid
     markets, in particular the lysine market, in the European
     Union. In September 1997, the Company received a request
     for information from the Commission of the European
     Communities with respect to an investigation being
     conducted by that Commission into the possible existence of
     certain agreements and/or concerted practices in the citric
     acid market within the European Union. In December, 1997,
     the Company was notified by the Canadian Competition Bureau
     that it is among the subjects of a formal inquiry into an
     alleged conspiracy to fix prices and sales volumes in the
     production, sale and supply of lysine. In connection with
     an agreement with the Canadian Competition Bureau and the
     Attorney General of Canada, the Company paid a fine in the
     approximate amount of $11 million.  This agreement
     constitutes a global resolution of all matters between the
     Canadian Competition Bureau and the Company.  The ultimate
     outcome and materiality of the proceedings of the
     Commission of the European Communities can not presently be
     determined. The Company may become the subject of similar
     antitrust investigations conducted by the applicable
     regulatory authorities of other countries.
     
     HIGH FRUCTOSE CORN SYRUP ACTIONS
     
     The Company, along with other companies, has been named as
     a defendant in thirty-one antitrust suits involving the
     sale of high fructose corn syrup.  Thirty of these actions
     have been brought as putative class actions.
     
     FEDERAL ACTIONS.    Twenty-two of these putative class
     actions allege violations of federal antitrust laws,
     including allegations that the defendants agreed to fix,
     stabilize and maintain at artificially high levels the
     prices of high fructose corn syrup, and seek injunctions
     against continued alleged illegal conduct, treble damages
     of an unspecified amount, attorneys fees and costs, and
     other unspecified relief. The putative classes in these
     cases comprise certain direct purchasers of high fructose
     corn syrup during certain periods in the 1990s. These
     twenty-two actions have been transferred to the United
     States District Court for the Central District of Illinois
     and consolidated under the caption In Re High Fructose
     Corn Syrup Antitrust Litigation, MDL No. 1087 and Master
     File No. 95-1477. The parties are in the midst of
     discovery in this action.
16
     PAGE 17
     
     On January 14, 1997, the Company, along with other
     companies, was named a defendant in a non-class action
     antitrust suit involving the sale of high fructose corn
     syrup and corn syrup. This action which is encaptioned
     Gray & Co. v. Archer Daniels Midland Co., et al, No. 97-69-
     AS, and was filed in federal court in Oregon, alleges
     violations of federal antitrust laws and Oregon and
     Michigan state antitrust laws, including allegations that
     defendants conspired to fix, raise, maintain and stabilize
     the price of corn syrup and high fructose corn syrup, and
     seeks treble damages, attorneys' fees and costs of an
     unspecified amount. The parties are in the midst of
     discovery in this action.
     
     STATE ACTIONS. The Company, along with other companies,
     also has been named as a defendant in  seven putative
     class action antitrust suits filed in California state
     court involving the sale of high fructose corn syrup.
     These California actions allege violations of the
     California antitrust and unfair competition laws,
     including allegations that the defendants agreed to fix,
     stabilize and maintain at artificially high levels the
     prices of high fructose corn syrup, and seek treble
     damages of an unspecified amount, attorneys fees and
     costs, restitution and other unspecified relief. One of
     the California putative classes comprises certain direct
     purchasers of high fructose corn syrup in the State of
     California during certain periods in the 1990s. This
     action was filed on October 17, 1995 in Superior Court for
     the County of Stanislaus, California and encaptioned
     Kagome Foods, Inc. v Archer-Daniels-Midland Co. et al.,
     Civil Action No. 37236. This action has been removed to
     federal court and consolidated with the federal class
     action litigation pending in the Central District of
     Illinois referred to above. The other  six California
     putative classes comprise certain indirect purchasers of
     high fructose corn syrup and dextrose in the State of
     California during certain periods in the 1990s. One such
     action was filed on July 21, 1995 in the Superior Court of
     the County of Los Angeles, California and is encaptioned
     Borgeson v. Archer-Daniels-Midland Co., et al., Civil
     Action No. BC131940. This action and  four other indirect
     purchaser actions have been coordinated before a single
     court in Stanislaus County, California under the caption,
     Food Additives (HFCS) cases, Master File No. 39693. The
     other four actions are encaptioned, Goings v. Archer
     Daniels Midland Co., et al., Civil Action No. 750276
     (Filed on July 21, 1995, Orange County Superior Court);
     Rainbow Acres v. Archer Daniels Midland Co., et al., Civil
     Action No. 974271 (Filed on November 22, 1995, San
     Francisco County Superior Court); Patane v. Archer Daniels
     Midland Co., et al., Civil Action No. 212610 (Filed on
     January 17, 1996, Sonoma County Superior Court); and St.
     Stan's Brewing Co. v. Archer Daniels Midland Co., et al.,
     Civil Action No. 37237 (Filed on October 17, 1995,
     Stanislaus County Superior Court). On October 8, 1997,
     Varni Brothers Corp. filed a complaint in intervention
     with respect to the coordinated action pending in
     Stanislaus County Superior Court, asserting the same
     claims as those advanced in the consolidated class action.
     The parties are in the midst of discovery in the
     coordinated action.
17
     
     PAGE 18
     
          The Company, along with other companies, also has
     been named a defendant in a putative class action
     antitrust suit filed in Alabama state court. The Alabama
     action alleges violations of the Alabama, Michigan and
     Minnesota antitrust laws, including allegations that
     defendants agreed to fix, stabilize and maintain at
     artificially high levels the prices of high fructose corn
     syrup, and seeks an injunction against continued illegal
     conduct, damages of an unspecified amount, attorneys fees
     and costs, and other unspecified relief. The putative
     class in the Alabama action comprises certain indirect
     purchasers in Alabama, Michigan and Minnesota during the
     period March 18, 1994 to March 18, 1996. This action was
     filed on March 18, 1996 in the Circuit Court of Coosa
     County, Alabama, and is encaptioned Caldwell v. Archer-
     Daniels-Midland Co., et al., Civil Action No. 96-17. On
     April 23, 1997, the court granted the defendants' motion
     to sever and dismiss the non-Alabama claims. The remaining
     parties are in the midst of discovery in this action.
     
     LYSINE ACTIONS
     
     The Company, along with other companies, had been named as
     a defendant in twenty-one putative class action antitrust
     suits involving the sale of lysine. Except for the actions
     specifically described below, all such suits have been
     settled, dismissed or withdrawn.
     
     STATE ACTIONS. The Company has been named as a defendant,
     along with other companies in two putative class action
     antitrust suits. These two putative class actions allege
     violations of the Alabama antitrust laws, including
     allegations that the defendants agreed to fix, stabilize
     and maintain at artificially high levels the prices of
     lysine, and seek an injunction against continued alleged
     illegal conduct, damages of an unspecified amount,
     attorneys fees and costs, and other unspecified relief.
     The putative classes in these actions comprise certain
     indirect purchasers of lysine in the State of Alabama
     during certain periods in the 1990s. One such action was
     filed on August 17, 1995 in the Circuit Court of DeKalb
     County, Alabama, and is encaptioned Ashley v. Archer-
     Daniels-Midland Co., et al., Civil Action No. 95-336.  On
     March 13, 1998, the court denied plaintiff's motion for
     class certification. Subsequently, the plaintiff has
     amended his complaint to add approximately 187 plaintiffs.
     On May 7, 1998, the Company moved for summary judgment as
     to the original named plaintiff's claim.  That motion is
     pending. The other Alabama action, encaptioned Bailey v.
     Archer Daniels Midland Co., et al., Civil Action No. 95-
     165, and filed on December 11, 1995 in the Circuit Court
     of Tallapoosa County, has been placed on the court's
     administrative docket pending the outcome of the Ashley
     action.
18
     PAGE 19

     CITRIC ACID ACTIONS
     
     The Company, along with other companies, had been named as
     a defendant in eleven putative class action antitrust suits
     and two non-class action antitrust suits involving the sale
     of citric acid. Except for the actions specifically
     described below, all such suits have been settled or
     dismissed.
     
     STATE ACTIONS. The Company, along with other companies,
     has been named as a defendant in one putative class action
     antitrust suit filed in Alabama state court involving the
     sale of citric acid. This action alleges violations of the
     Alabama antitrust laws, including allegations that the
     defendants agreed to fix, stabilize and maintain at
     artificially high levels the prices of citric acid, and
     seeks an injunction against continued alleged illegal
     conduct, damages of an unspecified amount, attorneys fees
     and costs, and other unspecified relief. The putative
     class in the Alabama action comprises certain indirect
     purchasers of citric acid in the State of Alabama from
     July 1993 until July 1995. This action was filed on July
     27, 1995 in the Circuit Court of Walker County, Alabama
     and is encaptioned Seven Up Bottling Co. of Jasper, Inc.
     v. Archer-Daniels-Midland Co., et al., Civil Action No. 95-
     436. The Company currently is seeking appellate review of
     the denial of its motion to dismiss this action. The
     Company, along with other companies, also has been named
     as a defendant in two putative class action antitrust
     suits filed in California state court involving the sale
     of citric acid. These actions allege violations of the
     California antitrust and unfair competition laws,
     including allegations that the defendants conspired to
     fix, maintain or stabilize the price of citric acid, and
     seek injunctions against continued illegal conduct, treble
     damages of an unspecified amount, attorneys fees and
     costs, and other unspecified relief. The putative classes
     in these cases comprise certain indirect purchasers of
     citric acid within the State of California during certain
     periods in the 1990s. One such action was filed on June
     12, 1996 in the Superior Court of the County of San
     Francisco, California and is encaptioned Bianco v. Archer
     Daniels Midland Co., et al., Civil Action No. 978912. The
     second action was filed on June 28, 1996 in San Francisco
     County Superior Court and is encaptioned Wignall v. Archer
     Daniels Midland Co., et al., Civil Action No. 979360.
     These actions  have been coordinated before a single court
     in San Francisco County, California under the caption,
     Food Additives Cases II California Indirect Purchaser
     Citric Acid Antitrust Litigation, Coordination Proceeding
     No. 3265. On June 18, 1998, the Company executed a
     settlement agreement with counsel for the plaintiff class
     in which, among other things, the Company agreed to pay
     $1,053,366 to the plaintiff class.  The settlement has
     received final court approval.  The Company, along with
     other companies, also has been named as a defendant in one
     putative class action antitrust suit filed in Wisconsin
     state court involving the sale of citric acid. This action
     alleges violations of the laws of Wisconsin, Minnesota,
     Alabama,
19
     PAGE 20
     Arizona, California, District of Columbia, Florida,
     Tennessee, West Virginia, Mississippi, New Mexico, North
     Carolina, South Dakota, North Dakota, Kansas, Louisiana,
     Michigan and Maine, including allegations that defendants
     conspired to maintain the price of citric acid at
     artificially high levels and seeks injunctive relief,
     treble damages of an unspecified amount, attorneys fees
     and costs and other unspecified relief. The putative class
     in this case comprises certain indirect purchasers of
     citric acid in the above referenced states during the
     period July 1, 1991 through June 27, 1995. This action was
     filed on December 20, 1996 in the Circuit Court for
     Milwaukee County, Wisconsin and is encaptioned Raz, et al.
     v. Archer-Daniels-Midland Co., et al., No. 96-CV-9729. On
     June 26, 1998, the Company executed a settlement agreement
     with counsel for the plaintiff class in which, among other
     things, the Company agreed to pay $1,831,634 to the
     plaintiff class.  This settlement has received preliminary
     court approval and a final approval hearing will be on
     November 20, 1998.
     
     HIGH FRUCTOSE CORN SYRUP/CITRIC ACID STATE CLASS ACTIONS
     
     The Company, along with other companies, has been named as
     a defendant in five putative class action antitrust suits
     involving the sale of both high fructose corn syrup and
     citric acid. Two of these actions allege violations of the
     California antitrust and unfair competition laws,
     including allegations that the defendants agreed to fix,
     stabilize and maintain at artificially high levels the
     prices of high fructose corn syrup and citric acid, and
     seek treble damages of an unspecified amount, attorneys
     fees and costs, restitution and other unspecified relief.
     The putative class in one of these California cases
     comprises certain direct purchasers of high fructose corn
     syrup and citric acid in the State of California during
     the period January 1, 1992 until at least October 1995.
     This action was filed on October 11, 1995 in the Superior
     Court of Stanislaus County, California and is entitled
     Gangi Bros. Packing Co. v. Archer-Daniels-Midland Co., et
     al., Civil Action No. 37217. The putative class in the
     other California case comprises certain indirect
     purchasers of high fructose corn syrup and citric acid in
     the state of California during the period October 12, 1991
     until November 20, 1995. This action was filed on November
     20, 1995 in the Superior Court of San Francisco County and
     is encaptioned MCFH, Inc. v. Archer-Daniels-Midland Co.,
     et al., Civil Action No. 974120. The California Judicial
     Council has bifurcated the citric acid and high fructose
     corn syrup claims in these actions and coordinated them
     with other actions in San Francisco County Superior Court
     and Stanislaus County Superior Court. The Company, along
     with other companies, also has been named as a defendant
     in at least one putative class action antitrust suit filed
     in West Virginia state court involving the sale of high
     fructose corn syrup and citric acid. This action also
     alleges violations of the West Virginia antitrust laws,
     including allegations that the defendants agreed to fix,
     stabilize and maintain at artificially high levels the
     prices of high fructose corn syrup and citric acid, and
     seeks treble damages of an unspecified amount, attorneys
     fees and costs, and other unspecified relief. The putative
     class in the West Virginia action comprises certain
     entities within the State of West Virginia that purchased
     products containing high fructose corn syrup and/or citric
     acid for resale from at least 1992 until 1994. This action
     was filed on October 26, 1995, in the Circuit Court for
     Boone County, West Virginia, and is encaptioned Freda's v.
     Archer-Daniels-Midland Co., et al., Civil Action No. 95-C-
     125. The Company, along with other companies, also has
     been named as a defendant in a putative class action
     antitrust suit filed in the Superior Court for the
     District of Columbia involving the sale of high fructose
     corn syrup and citric acid. This action alleges violations
     of the District of Columbia antitrust laws, including
     allegations that the defendants agreed to fix, stabilize
     and maintain at artificially high levels the prices of
     high fructose corn syrup and citric acid, and seeks treble
     damages of an unspecified amount, attorneys fees and
     costs, and other unspecified relief. The putative class in
     the District of Columbia action comprises certain persons
     within the District of Columbia that purchased products
     containing high fructose corn syrup and/or citric acid
     during the period January 1, 1992 through December 31,
     1994. This action was filed on April 12, 1996 in the
     Superior Court for the District of Columbia, and is
     encaptioned Holder v. Archer-Daniels-Midland Co., et al.,
     Civil Action No. 96-2975. Plaintiff's motion for class
     certification is currently pending.  The Company, along
     with other companies, has been named as a defendant in a
     putative class action antitrust suit filed in Kansas state
     court involving the sale of high fructose corn syrup and
     citric acid. This action alleges violations of the Kansas
     antitrust laws, including allegations that the defendants
     agreed to fix, stabilize and maintain at artificially high
     levels the prices of high fructose corn syrup and citric
     acid, and seeks treble damages of an unspecified amount,
     court costs and other unspecified relief. The putative
     class in the Kansas action comprises certain persons
     within the State of Kansas that purchased products
     containing high fructose corn syrup and/or citric acid
     during at least the period January 1, 1992 through
     December 31, 1994. This action was filed on May 7, 1996 in
     the District Court of Wyandotte County, Kansas and is
     encaptioned Waugh v. Archer-Daniels-Midland Co., et al.,
     Case No. 96-C-2029. Plaintiff's motion for class
     certification is currently pending.
20
     PAGE 21
     HIGH FRUCTOSE CORN SYRUP/CITRIC ACID/LYSINE STATE CLASS
     ACTIONS
     
     The Company, along with other companies, has been named as
     a defendant in six putative class action antitrust suits
     filed in California state court involving the sale of high
     fructose corn syrup, citric acid and/or lysine. These
     actions allege violations of the California antitrust and
     unfair competition laws, including allegations that the
     defendants agreed to fix, stabilize and maintain at
     artificially high levels the prices of high fructose corn
     syrup, citric acid and/or lysine, and seek treble damages
     of an unspecified amount, attorneys fees and costs,
     restitution and other unspecified relief. One of the
     putative classes comprises certain direct purchasers of
     high fructose corn syrup, citric acid and/or lysine in the
     State of California during a certain period in the 1990s.
     This action was filed on December 18, 1995 in the Superior
     Court for Stanislaus County, California and is encaptioned
     Nu Laid Foods, Inc. v. Archer-Daniels-Midland Co., et al.,
     Civil Action No. 39693. The other five putative classes
     comprise certain indirect purchasers of high fructose corn
     syrup, citric acid and/or lysine in the State of
     California during certain periods in the 1990s. One such
     action was filed on December 14, 1995 in the Superior
     Court for Stanislaus County, California and is encaptioned
     Batson v. Archer-Daniels-Midland Co., et al., Civil Action
     No. 39680. The other actions are encaptioned Nu Laid
     Foods, Inc. v. Archer Daniels Midland Co., et al., No
     39693 (Filed on December 18, 1995 Stanislaus County
     Superior Court); Abbott v. Archer Daniels Midland Co., et
     al., No. 41014 (Filed on December 21, 1995, Stanislaus
     County Superior Court); Noldin v. Archer Daniels Midland
     Co., et al., No. 41015 (Filed on December 21, 1995,
     Stanislaus County Superior Court); Guzman v. Archer
     Daniels Midland Co., et al., No. 41013 (Filed on December
     21, 1995, Stanislaus County Superior Court) and Ricci v.
     Archer Daniels Midland Co., et al., No. 96-AS-00383 (Filed
     on February 6, 1996, Sacramento County Superior Court). As
     noted  in prior filings, the plaintiffs in these actions
     and the lysine defendants have executed a settlement
     agreement that has been approved by the court and the
     California Judicial Council has bifurcated the citric acid
     and high fructose corn syrup claims and coordinated them
     with other actions in San Francisco County Superior Court
     and Stanislaus County Superior Court.
     
     SODIUM GLUCONATE ACTIONS
     
     The Company, along with other companies, has been named as
     a defendant in three federal antitrust class actions
     involving the sale of sodium gluconate.  These actions
     allege violations of federal antitrust laws, including
     allegations that the defendants agreed to fix, raise and
     maintain at artificially high levels the prices of sodium
     gluconate, and seek various relief, including treble
     damages of an unspecified amount, attorneys fees and
     costs, and other unspecified relief.  The putative classes
     in these cases comprise certain direct purchasers of
     sodium gluconate during periods in the 1990s.  One such
     action was filed on December 2, 1997, in the United States
     District Court for the Northern District of California and
     is encaptioned Chemical Distribution, Inc, v. Akzo Nobel
     Chemicals BV, et al., No. C -97-4141 (CW).  The second
     action was filed on December 31, 1997, in the United
     States District Court for the District of Massachusetts
     and is encaptioned Stetson Chemicals, Inc. v. Akzo Nobel
     Chemicals BV, 97-CV-1285 RCL. The third action, which was
     amended on February 12, 1998 to name the Company as a
     defendant, was filed in the United States District Court
     for the Northern District of Illinois.  On April 9, 1998,
     the Judicial Panel on Multidistrict Litigation transferred
     all three sodium gluconate actions to the United States
     District Court for the Northern District of California for
     coordinated or consolidated pretrial proceedings.  The
     parties are in the midst of discovery in this action.
21
     PAGE 22
     SHAREHOLDER DERIVATIVE ACTIONS
     
     Following the public announcement of the grand jury
     investigations in June 1995 discussed above, three
     shareholder derivative suits were filed against certain of
     the Company's then current directors and executive officers
     and nominally against the Company in the United States
     District Court for the Northern District of Illinois and
     fourteen similar shareholder derivative suits were filed in
     the Delaware Court of Chancery. The derivative suits filed
     in federal court in Illinois were consolidated under the
     name Felzen, et al. v. Andreas, et al., Civil Action No. 95-
     C-4006, 95-C-4535, and a consolidated amended derivative
     complaint was filed on September 29, 1995. This complaint
     names all then current directors of the Company (except Mr.
     Coan) and one former director as defendants and names the
     Company as a nominal defendant. It alleges breach of
     fiduciary duty, waste of corporate assets, abuse of control
     and gross mismanagement, based on the antitrust allegations
     described above, as well as other alleged wrongdoing. On
     October 31, 1995, the Court granted the defendants' motion
     to transfer the Illinois consolidated derivative action to
     the Central District of Illinois, wherein it now bears the
     case number 95-2279. On April 26, 1996, the court dismissed
     the suit without prejudice and permitted the plaintiffs
     twenty-one days to refile it. The plaintiffs refiled the
     complaint on May 17, 1996. The defendants again moved to
     dismiss the complaint on June 1, 1996. Plaintiffs have
     supplemented the complaint to include the antitrust
     settlements and guilty plea described above. The fourteen
     shareholder derivative suits filed in the Delaware Court of
     Chancery have been consolidated as In Re Archer Daniels
     Midland Derivative Litigation, Consolidated No. 14403. An
     amended and consolidated complaint was filed on November
     19, 1996. ADM moved to dismiss the complaint on December
     12, 1996. On May 29, 1997, the Company executed a
     Memorandum of Understanding with counsel for both the
     Illinois and Delaware shareholder derivative plaintiffs.
     This Memorandum of Understanding provides for, among other
     things, $8 million to be paid by or on behalf of certain
     defendants in these actions to the Company and certain
     changes in the structure and policies of the Company's
     Board of Directors. On May 30, 1997, the United States
     District Court for the Central District of Illinois
     preliminarily approved this settlement and on July 7, 1997
     final approval was granted. Certain entities appealed the
     final settlement approval order to the United States Court
     of Appeals for the Seventh Circuit. On January 21, 1998 the
     Court of Appeals dismissed the appeal. On April 21, 1998, a
     petition for writ of certiorari before the United States
     Supreme Court was filed with respect to the dismissal by
     the United States Court of Appeals for the Seventh Circuit.
     The individual director defendants and the Company recently
     filed oppositions to the petition for certiorari.  The
     parties will jointly seek dismissal of the Delaware actions
     with prejudice once the federal action is concluded.
22
     PAGE 23
     DELAWARE STATE LAW ACTION
     
     The Company and certain of its current and former
     directors also have been named as defendants in a putative
     class action suit encaptioned Loudon v. Archer-Daniels-
     Midland Co., et al., Civil Action No. 14638, filed in the
     Delaware Court of Chancery on October 20, 1995. This
     action alleges violations of Delaware state law and seeks
     invalidation of the 1995 election of the Company's
     directors and damages on the basis of alleged omissions
     from the proxy statement issued by the Company prior to
     its October 19, 1995 annual meeting of shareholders. The
     Delaware Court of Chancery dismissed this action on
     February 20, 1996. On September 17, 1997, the Supreme
     Court of Delaware affirmed the lower court's judgment and
     remanded the case to provide the plaintiffs an opportunity
     to replead.  The revised complaint was filed on November
     21, 1997.  On June 16, 1998, the Company executed a
     Stipulation and Agreement of Compromise and Settlement
     with counsel for the plaintiff class in which, among other
     things, the Company agreed to pay no more than $500,000 in
     attorneys' fees to plaintiffs, as determined by the court,
     and agreed to certain changes in the rules governing the
     conduct of shareholder meetings.  Final approval of the
     settlement was granted on August 5, 1998 and the court
     awarded $300,000 in attorneys' fees to plaintiffs.
     
     OTHER
     
     As described in the notes to the unaudited consolidated
     financial statements and management's discussion of
     operations and financial condition, the Company has made
     provisions to cover assessed fines, litigation settlements
     and related costs and expenses described above. However,
     because of the early stage of other putative class actions
     and proceedings described above, including those related to
     high fructose corn syrup, the ultimate outcome and
     materiality of these matters cannot presently be
     determined. Accordingly, no provision for any liability
     that may result therefrom has been made in the consolidated
     financial statements.
23
     PAGE 24

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        None.


PART II


Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
        STOCKHOLDER MATTERS

        Information responsive to this Item is set forth in
        "Common Stock Market Prices and Dividends" of the
        annual shareholders' report for the year ended June 30,
        1998 and is incorporated herein by reference.


Item 6. SELECTED FINANCIAL DATA

        Information responsive to this Item is set forth in the
        "Ten-Year Summary of Operating, Financial and Other
        Data" of the annual shareholders' report for the year
        ended June 30, 1998 and is incorporated herein by
        reference.


Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS

        Information responsive to this Item is set forth in
        "Management's Discussion of Operations and Financial
        Condition" of the annual shareholders' report for the
        year ended June 30, 1998 and is incorporated herein by
        reference.


Item 7A.QUANTITIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
        RISK

        Information responsive to this Item is set forth in
        "Management's Discussion of Operations and Financial
        Condition" of the annual shareholders' report for the
        year ended June 30, 1998 and is incorporated herein by
        reference.


Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

        The following financial statements and supplementary
        data included in the annual shareholders' report for
        the year ended June 30, 1998 are incorporated herein by
        reference:

        Consolidated balance sheets--June 30, 1998 and 1997
        Consolidated statements of earnings--Years ended
          June 30, 1998, 1997 and 1996
        Consolidated statements of shareholders' equity--Years
ended
          June 30, 1998, 1997 and 1996
        Consolidated statements of cash flows--Years ended
          June 30, 1998, 1997 and 1996
        Notes to consolidated financial statements--June 30,
1998
        Summary of Significant Accounting Policies

        Report of Independent Auditors
        Quarterly Financial Data (Unaudited)
24
     PAGE 25

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND
        FINANCIAL DISCLOSURE

        None.


PART III


Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

        Information with respect to directors and executive
        officers is set forth in "Election of Directors" and
        "Section 16(a) Beneficial Ownership Reporting
        Compliance" of the definitive proxy statement for 1998
        and is incorporated herein by reference. Certain
        information with respect to executive officers is
        included in Item 1(e) of this report.


Item 11.  EXECUTIVE COMPENSATION

        Information responsive to this Item is set forth in
        "Executive Compensation" and "Compensation Committee
        Report" of the definitive proxy statement for 1998 and
        is incorporated herein by reference.


Item 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
        MANAGEMENT

        Information responsive to this Item is set forth in
        "Principal Holders of Voting Securities" of the
        definitive proxy statement for 1998 and is incorporated
        herein by reference.


Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        Information responsive to this Item is set forth in
        "Certain Relationships and Related Transactions" of the
        definitive proxy statement for 1998 and is incorporated
        herein by reference.

PART IV


Item 14.EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
        FORM 8-K

             (a)(1)           The following consolidated
             financial statements and other financial data of
             the registrant and its subsidiaries, included in
             the annual report of the registrant to its
             shareholders for the year ended June 30, 1998, are
             incorporated by reference in Item 8, and are also
             incorporated herein by reference:

             Consolidated balance sheets--June 30, 1998 and 1997

             Consolidated statements of earnings--Years ended
              June 30, 1998, 1997 and 1996


             Consolidated statements of shareholders' equity--
              Years ended June 30, 1998, 1997 and 1996
25
        PAGE 26
Item 14.EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
        FORM 8-K
`       --Continued

             Consolidated statements of cash flows--Years ended
              June 30, 1998, 1997 and 1996

                              Notes to consolidated financial
             statements--June 30, 1998

             Summary of Significant Accounting Policies

             Quarterly Financial Data (Unaudited)

              (a)(2)          Schedules are not applicable and
              therefore not included in this report.

 
 Financial statements of affiliates accounted for
              by the equity method have been omitted because
              they do not, considered individually, constitute
              significant subsidiaries.

             (a)(3)           LIST OF EXHIBITS

                 (3)          Composite Certificate of
              Incorporation and Bylaws filed on November 7,
              1986 as Exhibits 3(a) and 3(b), respectively, to
              Post Effective Amendment No. 1 to Registration
              Statement on Form S-3, Registration No. 33-6721,
              are incorporated herein by reference.

                 (4)          Instruments defining the rights
              of security holders, including:
 
                 (i)Indenture dated May 15, 1981, between the r
                 egistrant and Morgan Guaranty Trust Company of
                 New York, as Trustee (incorporated by reference
                 to Exhibit 4(b) to Amendment No. 1 to
                 Registration Statement No. 2-71862), relating
                 to the $250,000,000 - 7% Debentures due May 15,
                 2011;

                 (ii)Indenture dated May 1, 1982, between the r
                 egistrant and Morgan Guaranty Trust Company of
                 New York, as Trustee (incorporated by reference
                 to Exhibit 4(c) to Registration Statement No. 2-
                 77368), relating to the $400,000,000 Zero
                 Coupon Debentures due May 1, 2002;

                 (iii)Indenture dated as of March 1, 1984 betwe
                 en the registrant and Chemical Bank, as Trustee
                 (incorporated by reference to Exhibit 4 to the
                 registrant's Current Report on Form 8-K dated
                 August 3, 1984 (File No. 1-44)), as
                 supplemented by the Supplemental Indenture
                 dated as of January 9, 1986, between the
                 registrant and Chemical Bank, as Trustee
                 (incorporated by reference to Exhibit 4 to the
                 registrant's Current Report on Form 8-K dated
                 January 9, 1986 (File No. 1-44)), relating to
                 the $100,000,000 - 10 1/4% Debentures due
                 January 15, 2006;
26
        PAGE 27
Item 14.EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
        FORM 8-K
        --Continued

                 (iv)Indenture dated June 1, 1986 between the r
                 egistrant and Chemical Bank, (as successor to
                 Manufacturers Hanover Trust Company), as Trustee
                 (incorporated by reference to Exhibit 4(a) to
                 Registration Statement No. 33-6721), and
                 Supplemental Indenture dated as of August 1, 1989
                 between the registrant and Chemical Bank (as
                 successor to Manufacturers Hanover Trust
                 Company), as Trustee (incorporated by reference
                 to Exhibit 4(c) to Post-Effective Amendment No. 3
                 to Registration
                  Statement No. 33-6721), relating to
                  the $300,000,000 - 8 7/8% Debentures due April
                 15, 2011,
                  the $300,000,000 - 8 3/8% Debentures due April
                 15, 2017, the $300,000,000 - 8 1/8% Debentures
                 due June 1, 2012,
                  the $250,000,000 - 6 1/4% Notes due May 15,
                 2003,
                  the $250,000,000 - 7 1/8% Debentures due March
                 1, 2013,
                  the $350,000,000 - 7 1/2% Debentures due March
                 15, 2027, the $200,000,000 - 6 3/4% Debentures
                 due December 15, 2027, and the $250,000,000 - 6
                 7/8% Debentures due
                  December 15, 2097.

                  Copies of constituent instruments defining
                 rights of holders of long-term debt of the
                 Company and
                  Subsidiaries, other than the Indentures
                 specified herein, are not filed herewith,
                 pursuant to Instruction (b)(4) (iii)(A) to Item
                 601 of Regulation S-K, because the total amount
                 of securities authorized under any such
                 instrument does not exceed 10% of the total
                 assets of the Company and Subsidiaries on a
                 consolidated basis. The registrant
                  hereby agrees that it will, upon request by the
                  Commission, furnish to the Commission a copy of
                 each such instrument.

                              (10)
              Material Contracts--Copies of the Company's stock
              option

and stock unit plans and its savings and investment
              plans, pursuant to Instruction (10)(iii)(A) to Item
              601 of

Regulation S-K, are incorporated herein by
              reference as follows:
 
                (i)Registration Statement No. 2-91811 on Form S-8
                dated June 22, 1984 (definitive Prospectus dated
                July 16, 1984) relating to the Archer Daniels
                Midland 1982 Incentive
                                            Stock Option Plan.
        
                (ii)Registration Statement No. 33-49409 on Form S-
                8 dated
                March 15, 1993 relating to the Archer Daniels M
                idland
                1991 Incentive Stock Option Plan and Archer Dan
                iels
                  Midland Company Savings and Investment Plan.
 27
        PAGE 28
Item 14.EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
        FORM 8-K
        --Continued

                (iii)Registration Statement No. 333-39605 on Fo
                rm S-8 dated November 5, 1997 relating to the
                ADM Savings and Investment Plan for Salaried
                Employees and the ADM Savings and Investment
                Plan for Hourly Employees.
 
                (iv)Registration Statement No. 333-51381 on For
                m S-8 dated April 30, 1998 relating to the
                Archer-Daniels-Midland Company 1996 Stock
                Option Plan.
 
                (v)The Archer-Daniels-Midland Company Stock Uni
                t Plan for Nonemployee Directors (incorporated
                by reference to Exhibit 10 to the Company's
                Quarterly Report on Form 10-Q for the quarter
                ended December 31, 1997).

                              (13)Portions of annual report to
              shareholders incorporated by reference

                              (21)Subsidiaries of the registra
              nt

                              (23)Consent of independent audit
              ors

                              (24)          Powers of attorney

                              (27)     Financial Data Schedule

        (b) Reports on Form 8-K


A Form 8-K was not filed during the quarter ended
           June 30, 1998.
28
     PAGE 29

                           SIGNATURES

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

Date: September 24, 1998

                 ARCHER-DANIELS-MIDLAND COMPANY
                                

/s/ D. J. Smith        /s/ D. J. Schmalz     /s/ S. R. Mills
D. J. Smith            D. J. Schmalz         S. R. Mills
Vice President, Secretary                    Vice President
and                    Controller
and General Counsel    Chief Financial Officer



Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below on September 24, 1998,
by the following persons on behalf of the Registrant and in
the capacities indicated.





                                     
     /s/ G. A. Andreas                
     G. A. Andreas*,                  
     Chief Executive and Director     
     (Principal Executive Officer)    
                                      
     /s/ D. O. Andreas                /s/ M. B. Mulroney
     D. O. Andreas*,                  M. B. Mulroney*,
     Chairman of the Board of         Director
     Directors
                                      
     /s/ J. R. Block                  /s/ R. S. Strauss
     J. R. Block*,                    R. S. Strauss*,
     Director                         Director
                                      
     /s/ R. R. Burt                   /s/ J. K. Vanier
     R. R. Burt*,                     J. K. Vanier*,
     Director                         Director
                                      
     /s/ Mrs. M. H. Carter            /s/ O. G. Webb
     Mrs. M. H. Carter*,              O. G. Webb*,
     Director                         Director
                                      
     /s/ G. O. Coan                   /s/ A. Young
     G. O. Coan*,                     A. Young*,
     Director                         Director
                                      
     /s/ F. R. Johnson                /s/ D. J. Smith
     F. R. Johnson*,                  Attorney-in-Fact
     Director                         
                                      
                                      


*Powers of Attorney authorizing R. P. Reising, D. J. Schmalz and
D. J. Smith and each of them, to sign the Form 10-K on behalf of
the above-named officers and directors of the Company are being
filed with the Securities and Exchange Commission.
29





          PAGE 1
EXHIBIT 24 -- POWERS OF ATTORNEY

                          ARCHER-DANIELS-MIDLAND COMPANY

                                 Power of Attorney


          KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware
corporation, does hereby make, constitute and appoint D. J.
SCHMALZ, R. P. REISING and D. J. SMITH, and each or any one of
them, the undersigned's true and lawful attorneys-in-fact, with
power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such Chairman of the Board, Chief
Executive and Director of said Company to the Form 10-K for the
fiscal year ending June 30, 1998, and all amendments thereto, to
be filed by said Company with the Securities and Exchange
Commission, Washington, D.C., and to file the same, with all
exhibits thereto and other supporting documents, with said
Commission, granting unto said attorneys-in-fact, and each of
them, full power and authority to do and perform any and all
acts necessary or incidental to the performance and execution of
the powers therein expressly granted.

          IN WITNESS WHEREOF, the undersigned has hereunto set
the undersigned's hand this 17th day of September, 1998.


                                   /s/ D. O. ANDREAS
                                   D. O. Andreas
1
          PAGE 2

                 ARCHER-DANIELS-MIDLAND
 COMPANY

                  Power of Attorney of Director


          KNOW ALL MEN BY THESE PRESENTS, that the undersigned,
the President and Chief Executive Officer (Principal Executive
Officer) and a director of ARCHER-DANIELS-MIDLAND COMPANY, a
Delaware corporation, does hereby make, constitute and appoint
D. J. SCHMALZ, R. P. REISING and D. J. SMITH, and each or any
one of them, the undersigned's true and lawful attorneys-in-
fact, with power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director of said Company to the Form
10-K for the fiscal year ending June 30, 1998, and all
amendments thereto, to be filed by said Company with the
Securities and Exchange Commission, Washington, D.C., and to
file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-
fact, and each of them, full power and authority to do and
perform any and all acts necessary or incidental to the
performance and execution of the powers therein expressly
granted.

          IN WITNESS WHEREOF, the undersigned has hereunto set
the undersigned's hand this 18th day of September, 1998.


                                   /s/ G. ALLEN ANDREAS
                                   G. ALLEN ANDREAS

2
          PAGE 3


                ARCHER-DANIELS-MIDLAND COMPANY

                  Power of Attorney of Director


          KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware
corporation, does hereby make, constitute and appoint D. J.
SCHMALZ, R. P. REISING and D. J. SMITH, and each or any one of
them, the undersigned's true and lawful attorneys-in-fact, with
power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director of said Company to the Form
10-K for the fiscal year ending June 30, 1998, and all
amendments thereto, to be filed by said Company with the
Securities and Exchange Commission, Washington, D.C., and to
file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-
fact, and each of them, full power and authority to do and
perform any and all acts necessary or incidental to the
performance and execution of the powers therein expressly
granted.

          IN WITNESS WHEREOF, the undersigned has hereunto set
the undersigned's hand this 20th day of September, 1998.


                                   /s/J. R. BLOCK
                                   J. R. BLOCK

3

          PAGE 4

                 ARCHER-DANIELS-MIDLAND COMPANY

                  Power of Attorney of Director


          KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware
corporation, does hereby make, constitute and appoint D. J.
SCHMALZ, R. P. REISING and D. J. SMITH, and each or any one of
them, the undersigned's true and lawful attorneys-in-fact, with
power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director of said Company to the Form
10-K for the fiscal year ending June 30, 1998, and all
amendments thereto, to be filed by said Company with the
Securities and Exchange Commission, Washington, D.C., and to
file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-
fact, and each of them, full power and authority to do and
perform any and all acts necessary or incidental to the
performance and execution of the powers therein expressly
granted.

          IN WITNESS WHEREOF, the undersigned has hereunto set
the undersigned's hand this 21st day of September, 1998.


                                   /s/ RICHARD BURT
                                   RICHARD BURT
4
          PAGE 5

                 ARCHER-DANIELS-MIDLAND COMPANY

                  Power of Attorney of Director


          KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware
corporation, does hereby make, constitute and appoint D. J.
SCHMALZ, R. P. REISING and D. J. SMITH, and each or any one of
them, the undersigned's true and lawful attorneys-in-fact, with
power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director of said Company to the Form
10-K for the fiscal year ending June 30, 1998, and all
amendments thereto, to be filed by said Company with the
Securities and Exchange Commission, Washington, D.C., and to
file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-
fact, and each of them, full power and authority to do and
perform any and all acts necessary or incidental to the
performance and execution of the powers therein expressly
granted.

          IN WITNESS WHEREOF, the undersigned has hereunto set
the undersigned's hand this 18th day of September, 1998.


                                   /s/M. H. CARTER
                                   M. H. CARTER
5
          PAGE 8

                 ARCHER-DANIELS-MIDLAND COMPANY

                  Power of Attorney of Director


          KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware
corporation, does hereby make, constitute and appoint D. J.
SCHMALZ, R. P. REISING and D. J. SMITH, and each or any one of
them, the undersigned's true and lawful attorneys-in-fact, with
power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director of said Company to the Form
10-K for the fiscal year ending June 30, 1998, and all
amendments thereto, to be filed by said Company with the
Securities and Exchange Commission, Washington, D.C., and to
file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-
fact, and each of them, full power and authority to do and
perform any and all acts necessary or incidental to the
performance and execution of the powers therein expressly
granted.

          IN WITNESS WHEREOF, the undersigned has hereunto set
the undersigned's hand this 18th day of September, 1998.


                                   /s/G. O. COAN
                                   G. O. COAN
6
          PAGE 7

                 ARCHER-DANIELS-MIDLAND COMPANY

                  Power of Attorney of Director


          KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware
corporation, does hereby make, constitute and appoint D. J.
SCHMALZ, R. P. REISING and D. J. SMITH, and each or any one of
them, the undersigned's true and lawful attorneys-in-fact, with
power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director of said Company to the Form
10-K for the fiscal year ending June 30, 1998, and all
amendments thereto, to be filed by said Company with the
Securities and Exchange Commission, Washington, D.C., and to
file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-
fact, and each of them, full power and authority to do and
perform any and all acts necessary or incidental to the
performance and execution of the powers therein expressly
granted.

          IN WITNESS WHEREOF, the undersigned has hereunto set
the undersigned's hand this 21st day of September, 1998.


                                   /s/ F. ROSS JOHNSON
                                   F. ROSS JOHNSON

7
          PAGE 8

                 ARCHER-DANIELS-MIDLAND COMPANY

                  Power of Attorney of Director


          KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware
corporation, does hereby make, constitute and appoint D. J.
SCHMALZ, R. P. REISING and D. J. SMITH, and each or any one of
them, the undersigned's true and lawful attorneys-in-fact, with
power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director of said Company to the Form
10-K for the fiscal year ending June 30, 1998, and all
amendments thereto, to be filed by said Company with the
Securities and Exchange Commission, Washington, D.C., and to
file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-
fact, and each of them, full power and authority to do and
perform any and all acts necessary or incidental to the
performance and execution of the powers therein expressly
granted.

          IN WITNESS WHEREOF, the undersigned has hereunto set
the undersigned's hand this 21st day of September, 1998.


                                   /s/ M. BRIAN MULRONEY
                                   M. BRIAN MULRONEY

8
          PAGE 9

                 ARCHER-DANIELS-MIDLAND COMPANY

                  Power of Attorney of Director


          KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware
corporation, does hereby make, constitute and appoint D. J.
SCHMALZ, R. P. REISING and D. J. SMITH, and each or any one of
them, the undersigned's true and lawful attorneys-in-fact, with
power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director of said Company to the Form
10-K for the fiscal year ending June 30, 1998, and all
amendments thereto, to be filed by said Company with the
Securities and Exchange Commission, Washington, D.C., and to
file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-
fact, and each of them, full power and authority to do and
perform any and all acts necessary or incidental to the
performance and execution of the powers therein expressly
granted.

          IN WITNESS WHEREOF, the undersigned has hereunto set
the undersigned's hand this 21st day of September, 1998.


                                   /s/R. S. STRAUSS
                                   R. S. STRAUSS

9
          PAGE 10

                 ARCHER-DANIELS-MIDLAND COMPANY

                  Power of Attorney of Director


          KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware
corporation, does hereby make, constitute and appoint D. J.
SCHMALZ, R. P. REISING and D. J. SMITH, and each or any one of
them, the undersigned's true and lawful attorneys-in-fact, with
power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director of said Company to the Form
10-K for the fiscal year ending June 30, 1998, and all
amendments thereto, to be filed by said Company with the
Securities and Exchange Commission, Washington, D.C., and to
file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-
fact, and each of them, full power and authority to do and
perform any and all acts necessary or incidental to the
performance and execution of the powers therein expressly
granted.

          IN WITNESS WHEREOF, the undersigned has hereunto set
the undersigned's hand this 18th day of September, 1998.


                                   /s/ J. K. VANIER
                                   J. K. VANIER

10
          PAGE 11

                 ARCHER-DANIELS-MIDLAND COMPANY

                  Power of Attorney of Director


          KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware
corporation, does hereby make, constitute and appoint D. J.
SCHMALZ, R. P. REISING and D. J. SMITH, and each or any one of
them, the undersigned's true and lawful attorneys-in-fact, with
power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director of said Company to the Form
10-K for the fiscal year ending June 30, 1998, and all
amendments thereto, to be filed by said Company with the
Securities and Exchange Commission, Washington, D.C., and to
file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-
fact, and each of them, full power and authority to do and
perform any and all acts necessary or incidental to the
performance and execution of the powers therein expressly
granted.

          IN WITNESS WHEREOF, the undersigned has hereunto set
the undersigned's hand this 22nd day of September, 1998.


                                   /s/ O. G. WEBB
                                   O. G. WEBB

11
          PAGE 12

                 ARCHER-DANIELS-MIDLAND COMPANY

                  Power of Attorney of Director


          KNOW ALL MEN BY THESE PRESENTS, that the undersigned
director of ARCHER-DANIELS-MIDLAND COMPANY, a Delaware
corporation, does hereby make, constitute and appoint D. J.
SCHMALZ, R. P. REISING and D. J. SMITH, and each or any one of
them, the undersigned's true and lawful attorneys-in-fact, with
power of substitution, for the undersigned and in the
undersigned's name, place and stead, to sign and affix the
undersigned's name as such director of said Company to the Form
10-K for the fiscal year ending June 30, 1998, and all
amendments thereto, to be filed by said Company with the
Securities and Exchange Commission, Washington, D.C., and to
file the same, with all exhibits thereto and other supporting
documents, with said Commission, granting unto said attorneys-in-
fact, and each of them, full power and authority to do and
perform any and all acts necessary or incidental to the
performance and execution of the powers therein expressly
granted.

          IN WITNESS WHEREOF, the undersigned has hereunto set
the undersigned's hand this 21st day of September, 1998.


                                   /s/ ANDREW YOUNG
                                   ANDREW YOUNG

12



     PAGE 1
EXHIBIT 23--CONSENT OF INDEPENDENT AUDITORS

ARCHER DANIELS MIDLAND COMPANY AND SUBSIDIARIES

We consent to the incorporation by reference in this Annual
Report (Form
10-K) of Archer Daniels Midland Company of our report dated July
31, 1998 included in the 1998 Annual Report to Shareholders of
Archer Daniels Midland Company.

We also consent to the incorporation by reference in the
following Registration Statements of our report dated July 31,
1998, with respect to the consolidated financial statements of
Archer Daniels Midland Company incorporated herein by reference
in this Annual Report (Form 10-K) for the year ended June 30,
1998.

 Registration Statement No. 2-91811 on Form S-8 dated June 22,
 1984 (definitive Prospectus dated July 16, 1984) relating to
 the Archer Daniels Midland Company 1982 Incentive Stock
 Option Plan.
 
 Registration Statement No. 33-49409 on Form S-8 dated March
 15, 1993 relating to the Archer Daniels Midland 1991
 Incentive Stock Option Plan and Archer Daniels Midland
 Company Savings and Investment Plan.
 
 Registration Statement No. 33-50879 on Form S-3 dated
 November 1, 1993 relating to Debt Securities and Warrants to
 purchase Debt Securities of Archer Daniels Midland Company.

 
 Registration Statement No. 33-55301 on Form S-3 dated August
 31, 1994 as amended by Amendment No. 1 dated October 7, 1994
 (definitive Prospectus dated October 11, 1994) relating to
 secondary offering of the Common Stock of Archer Daniels
 Midland Company.
 
 Registration Statement No. 33-56223 on Form S-3 dated October
 28, 1994 as amended by Amendment No. 1 dated December 27,
 1994 (definitive Prospectus dated December 30, 1994) relating
 to secondary offering of the Common Stock of Archer Daniels
 Midland Company.
 
 Registration Statement No. 33-58387 on Form S-8 dated April
 3, 1995 relating to the ADM Savings and Investment Plan for
 Salaried Employees and the ADM Savings and Investment Plan
 for Hourly Employees.
 
 Registration Statement No. 333-13233 on Form S-3 dated
 October 1, 1996 as amended by Amendment No. 1 dated November
 8, 1996, Amendment No. 2 dated March 20, 1997 and Amendment
 No. 3 dated March 31, 1997 (definitive Prospectus dated April
 1, 1997) relating to secondary offering of the Common Stock
 of Archer Daniels Midland Company.
 
 Registration Statement No. 333-30137 on Form S-3 dated June
 26, 1997 relating to Debt Securities and Warrants to purchase
 Debt Securities of Archer Daniels Midland Company.
 Registration Statement No. 333-31623 on Form S-3 dated July
 18, 1997 as amended by Amendment No. 1 dated July 29, 1997,
 (definitive Prospectus dated August 5, 1997) relating to
 secondary offering of the Common Stock of Archer Daniels
 Midland Company.
 
 Registration Statement No. 333-39605 on Form S-8 dated
 November 5, 1997 relating to the ADM Savings and Investment
 Plan for Salaried Employees and the ADM Savings and
 Investment Plan for Hourly Employees.
 
 Registration Statement No. 333-48903 on Form S-3 dated March
 30, 1998 relating to Debt Securities and Warrants to purchase
 Debt Securities of Archer Daniels Midland Company.
 
 Registration Statement No. 333-51381 on Form S-8 dated April
 29, 1998 relating to the Archer Daniels Midland Company 1996
 Stock Option Plan.

                                        /s/ ERNST & YOUNG LLP 
                                        ERNST & YOUNG LLP




Minneapolis, Minnesota
September 24, 1998


1






     PAGE 1
EXHIBIT 21--SUBSIDIARIES OF THE REGISTRANT

ARCHER DANIELS MIDLAND COMPANY

June 30, 1998

Following is a list of the Registrant's subsidiaries showing the
percentage of voting securities owned:



                                                           
                                       Organized Under            
                                           Laws of        Ownershi
                                                                 p
                                                                  
ADM Agri-Industries Ltd.               Canada            100%
ADM Europe BV                          Netherlands       100
ADM Europoort BV                       Netherlands       100
ADM/Growmark River Systems, Inc.       Delaware          100
ADM Beteiligungs GmbH                  Germany           100
ADM International Ltd. (B)             England           100
ADM Investor Services, Inc.            Delaware          100
ADM Ireland Holdings Ltd.              Ireland           100
ADM Milling Co.                        Minnesota         100
ADM Oelmuhlen GmbH & Co. KG            Germany           100
ADM Ringaskiddy                        Ireland           100
ADM Transportation Co.                 Delaware          100
ADMIC Investments NV                   Netherlands       100
                                       Antilles
Agrinational Insurance Company         Vermont           100
Agrinational Ltd.                      Cayman Islands    100
Alfred C. Toepfer International (A)    Germany           50
American River Transportation Co.      Delaware          100
Ardanco, Inc.                          Guam              100
Collingwood Grain, Inc.                Kansas            100
Compagnie Industrielle Et Financiere   Luxembourg        42
(CIP)(A)
Consolidated Nutrition, L.C. (A)       Iowa              50
Erith Oil Works Ltd.                   England           100
Fleischmann Malting Company, Inc.      Delaware          100
Gruma S.A. de C.V. (A)                 Mexico            22
Hickory Point Bank & Trust Co.         Illinois          100
Midland Stars,
 Inc.                    Delaware          100
Oelmuhle Hamburg AG (C)                Germany           95
Premiere Agri Technologies Inc.        Delaware          100
Tabor Grain Co.                        Nevada            100

(A)  Not included in consolidated financial statements--included
on the equity basis.

(B)  ADM International Ltd. has twenty-five subsidiary companies
whose  names  have  been  omitted  because,  considered  in  the
aggregate  as  a single subsidiary, they would not constitute  a
significant subsidiary.

(C) Oelmuhle Hamburg AG has twelve subsidiaries whose names have
been  omitted because, considered in the aggregate as  a  single
subsidiary, they would not constitute a significant subsidiary.

The  names  of  forty-four domestic subsidiaries and  ninety-two
international subsidiaries have been omitted because, considered
in  the  aggregate  as  a  single  subsidiary,  they  would  not
constitute a significant subsidiary.
1






                                             EXHIBIT 13
     PAGE 1

MANAGEMENT'S DISCUSSION OF OPERATIONS AND FINANCIAL
CONDITION - JUNE 30, 1998
Operations

     The Company is in one business segment-procuring,
transporting, storing, processing and merchandising agricultural
commodities and products. A summary of net sales and other
operating income by classes of products and services is as
follows:

1998 compared to 1997




                                               
                                1998       1997     1996
                                     (in millions)
Oilseed products               $10,15   $  8,860        $
                                    2               8,027
Corn products                   2,154      2,171    2,431
Wheat and other milled          1,491      1,631    1,662
products
Other products                             1,191    1,120
                                2,312
                               $16,10    $13,853  $13,240
                                    9


     Net sales and other operating income increased $2.3 billion
to a record high $16.1 billion for 1998 due primarily to sales
attributable to recently acquired operations and to a 13 percent
increase in volumes of products sold. These increases were
partially offset by an 8 percent decrease in average selling
prices. Sales of oilseed products increased 15 percent to $10.2
billion due principally to higher sales volumes reflecting
strong worldwide protein meal demand and good oil demand in
North America and Europe. Asian economic volatility has
negatively affected oil demand from this region. Oilseed product
sales also increased
 approximately 6 percent from sales
attributable to recently acquired operations. These increases
were partially offset by lower average selling prices reflecting
the lower cost of raw materials. Sales of corn products for the
year decreased 1 percent to $2.2 billion as lower average
selling prices for the Company's sweetener, alcohol and amino
acid products more than offset the increased sales volumes of
these same products. Sweetener sales volume has been positively
affected by good demand from both the U. S. and Mexican soft
drink industry. The lower average selling prices of the
sweetener products result principally from production
overcapacity in the industry. The lower average selling prices
for amino acid products reflect the effect of low protein prices
on synthetic amino acids. Additionally, poor feed business
conditions in Southeast Asia have caused a supply/demand
imbalance and a resulting production overcapacity in the
synthetic amino acid industry. Low gasoline prices negatively
impacted average sales prices for the Company's fuel alcohol,
which has had good demand and corresponding volume growth. Sales
of wheat and other milled products decreased 9 percent to $1.5
billion due principally to lower average selling prices
reflecting the lower cost of raw materials. These decreases were
partially offset by sales attributable to recently acquired
operations. The increase in other products and services was due
primarily to the sales related to the Company's recently
acquired cocoa and feed businesses.
1
     PAGE 2
     Cost of products sold and other operating costs increased
$2.2 billion to $14.7 billion due principally to costs related
to recently acquired operations and increased sales volumes.
These increases were partially offset by lower average raw
material costs.

     The $80 million increase in gross profit to $1.4 billion in
1998 is due primarily to gross profits of recently acquired
operations and increased sales volumes. These increases were
partially offset by the net effect of decreased sales prices
versus lower raw material costs.
     Selling, general and administrative expenses decreased $14
million to $661 million due principally to decreased legal and
litigation related costs of $133 million (see note 12 to the
financial statements). Partially offsetting this decrease was
$108 million of selling, general and administrative expenses
attributable to recently acquired
operations.

     The decrease in other income for 1998 was due principally
to increased interest expense due to both higher short-term and
long-term borrowing levels. Additionally, the Company had
decreased gains on marketable securities transactions and
decreased equity in earnings of unconsolidated affiliates.

     The decrease in income taxes for 1998 was due primarily to
a lower effective income tax rate. The decrease in the Company's
effective tax rate to 34% for the year compared to an effective
rate of 41% last year was due principally to the non-
deductibility for income tax purposes in 1997 of a portion of
the Company's litigation settlements and fines.

1997 compared to 1996

     Net sales and other operating income increased $613 million
to $13.9 billion for 1997 due principally to a 4% increase in
average selling prices and to a lesser extent sales attributable
to recently acquired operations. Sales of oilseed products
increased 10% to $8.9 billion due primarily to higher average
selling prices reflecting relatively strong demand for protein
meal in the domestic market and the higher cost of raw
materials. Sales volumes of oilseed products were up for the
year due principally to improved export vegetable oil demand.
Sales of corn products decreased 11% to $2.2 billion due
primarily to decreased sales volumes of fuel alcohol as reduced
corn supplies and the resulting higher cost of corn resulted in
the Company reducing its production of fuel alcohol. Average
selling prices of corn products were up 3% for the year due to
the good demand for the Company's fuel alcohol and bioproducts,
including lysine and threonine. These average selling price
increases were partially offset by lower average selling prices
for the Company's sweetener products as a result of the start-up
of new corn wet milling facilities in the industry and the
resulting overcapacity in the marketplace. Sales of wheat and
other milled products decreased 2% to $1.6 billion due to both
decreased volumes of products sold and to lower average selling
prices reflecting excess milling capacity in the industry. This
volume decrease was partially offset by sales related to
recently acquired operations in Canada and the Caribbean. The
increase in other products and services was due principally to
the sales related to the Company's recently acquired cocoa
business partially offset by lower merchandising and
transportation revenues.

     Cost of products sold and other operating costs increased
$700 million to $12.6 billion due principally to a 5% increase
in average raw material commodity prices and to costs
attributable to recently acquired operations.

     The $86 million decrease in gross profit to $1.3 billion
resulted primarily from decreased merchandising and
transportation margins and the net effect of increased raw
material costs versus higher sales prices. These decreases were
partially offset by gross profit attributable to recently
acquired operations.

     Selling, general and administrative expenses increased $202
million to $675 million due primarily to increased legal and
litigation related costs of $171 million including provisions
related to fines and litigation settlements arising out of the
United States Department of Justice antitrust investigation of
the Company's lysine and citric acid products, as well as a
securities suit brought by shareholders (see note 12 to the
financial statements). Additionally, selling, general and
administrative expenses increased $26 million due to expenses
attributable to recently acquired operations.

     The decrease in other income for 1997 was due principally
to decreased gains on marketable securities transactions,
decreased investment income due to both lower invested funds and
lower interest rates, increased interest expense due primarily
to increased levels of borrowings, and a decrease in other
income as 1996 results included a $15 million gain on the sale
of the Company's Supreme Sugar subsidiary.

     The decrease in income taxes for 1997 resulted primarily
from lower pretax earnings. The increase in the Company's
effective income tax rate to 41% for the year compared to an
effective rate of 34% last year was due principally to the non-
deductibility for income tax purposes of a portion of the
Company's litigation settlements and fines.
2
     PAGE 3
Liquidity and Capital Resources

     At June 30, 1998, the Company continued to show substantial
liquidity with working capital of $1.7 billion. Working capital
includes inventory with a replacement cost in excess of its LIFO
carrying value of approximately $46 million. During 1998, the
Company's cash and marketable securities net of short-term debt
decreased $762 million and working capital decreased $301
million reflecting the Company's investments in property, plant
and equipment expansions, investments in affiliates, and
business acquisitions. Capital resources remained strong as
reflected in the Company's net worth of $6.5 billion. The
principal sources of capital during the year were funds
generated from operations and funds generated from the issuance
of $200 million of 6.75% debentures due in 2027, $250 million of
6.95% debentures due in 2097 and $298 million of common stock
issued in a business acquisition. The Company's ratio of long-
term debt to total capital at year end was approximately 28%.
Annual maturities of long-term debt for the five years after
June 30, 1998 are $21 million, $21 million, $33 million, $434
million and $266 million, respectively.

     Commercial paper and commercial bank lines of credit are
available to meet seasonal cash requirements. At June 30, 1998,
the Company had $1.9 billion of short-term bank credit lines.
Both Standard & Poor's and Moody's continue to assign their
highest ratings to the Company's commercial paper and to rate
the Company's long-term debt as AA- and Aa3, respectively. In
addition to the cash flow generated from operations, the Company
has access to equity and debt capital through numerous
alternatives from public and private sources in the domestic and
international markets.

     As discussed in Note 12 to the consolidated financial
statements, various grand juries under the direction of the
United States Department of Justice ("DOJ") have been
investigating possible violations by the Company and others with
respect to the sale of lysine, citric acid and high fructose
corn syrup. In connection with an agreement with the DOJ in
fiscal 1997, the Company paid the United States a fine of $100
million. This agreement constitutes a global resolution of all
matters between the DOJ and the Company and brings to a close
all DOJ investigations of the Company. In addition, related
civil class actions and other proceedings have been filed
against the Company, which could result in the Company being
subject to monetary damages, other sanctions and expenses. As
also discussed in Note 12 to the consolidated financial
statements, the Company has settled certain civil federal class
action suits involving lysine, citric acid, and securities, and
certain state actions filed by indirect purchasers of lysine.
The Company has made provisions of $48 million in fiscal 1998,
$200 million in fiscal 1997 and $31 million in fiscal 1996 to
cover such fines and settlements and related costs and expenses.
Because of the early stage of other putative class actions and
proceedings, including those related to high fructose corn
syrup, the ultimate outcome and materiality of these matters
cannot presently be determined. Accordingly, no provision for
any liability that may result therefrom has been made in the
consolidated financial statements.
3
     PAGE 4
Market Risk Sensitive Instruments and Positions

     The market risk inherent in the Company's market risk
sensitive instruments and positions is the potential loss
arising from adverse changes in commodity prices, marketable
equity security prices, foreign currency exchange rates, and
interest rates as discussed below.

Commodities

     The availability and price of agricultural commodities are
subject to wide fluctuations due to unpredictable factors such
as weather, plantings, government (domestic and foreign) farm
programs and policies, changes in global demand created by
population growth and higher standards of living, and global
production of similar and competitive crops. To reduce price
risk caused by market fluctuations, the Company generally
follows a policy of hedging its inventories and related purchase
and sale contracts. In addition, the Company from time to time
will hedge portions of its production requirements. The
instruments used are principally readily marketable exchange
traded futures contracts which are designated as hedges. The
changes in market value of such contracts have a high
correlation to the price changes of the hedged commodity. To
obtain a proper matching of revenue and expense, gains or losses
arising from open and closed hedging transactions are included
in inventories as a cost of the commodities and reflected in the
statement of earnings when the product is sold.

     A sensitivity analysis has been prepared to estimate the
Company's exposure to market risk of its commodity position. The
Company's daily net commodity position consists of inventories,
related purchase and sales contracts, and exchange traded
contracts, including those to hedge portions of production
requirements. The fair value of such position is a summation of
the fair values calculated for each commodity by valuing each
net position at quoted futures prices. Market risk is estimated
as the potential loss in fair value resulting from a
hypothetical 10% adverse change in such prices. The results of
this analysis, which may differ from actual results, are as
follows:





                                    
1998                     Fair   Value     Market
                         Risk
                              (in millions)
Highest long position      $423        $42
Highest short position      411         41
Average  position   long    (8)          1
(short)

1997                     Fair   Value     Market
                         Risk
                              (in millions)
Highest long position      $468        $47
Highest short position      314         31
Average  position   long    123         12
(short)


The decrease in fair value of the average position for 1998
compared to 1997 was a result of both a decrease in the daily
net commodity position and a decrease in quoted futures prices
for the current year.

Marketable Equity Securities

     Marketable equity securities, which are recorded at a fair
value and include net unrealized gains, have exposure to price
risk. This risk is estimated as the potential loss in fair value
resulting from a hypothetical 10% adverse change in prices
quoted by stock exchanges. Actual results may differ.
4
     PAGE 5




                             
                       1998        1997
                         (in millions)
Fair value          $1,121                            $911
Net unrealized         182                            183
gains
Market risk            112                            91



The increase in fair value for 1998 over 1997 primarily resulted
from additional purchases of securities.

Currencies

     In order to reduce the risk of foreign currency exchange
rate fluctuations, the Company follows a policy of hedging
substantially all transactions, except for amounts the Company
considers permanently invested as described below, denominated
in a currency other than the functional currencies applicable to
each of its various entities. The instruments used for hedging
are readily marketable exchange traded futures contracts and
forward contracts with banks. The changes in market value of
such contracts have a high correlation to the price changes in
the currency of the related hedged transactions. The potential
loss in fair value for such net currency position resulting from
a hypothetical 10% adverse change in foreign currency exchange
rates is not material.

     The amount the Company considers permanently invested in
foreign subsidiaries and affiliates and translated into dollars
using the year end exchange rate is $1.8 billion and $1.7
billion at June 30, 1998 and June 30, 1997, respectively. The
potential loss in fair value resulting from a hypothetical 10%
adverse change in quoted foreign currency exchange rates amounts
to $175 million and $167 million for 1998 and 1997,
respectively. Actual results may differ.

Interest

     The fair value of the Company's long-term debt is estimated
using quoted market prices or discounted future cash flows based
on the Company's current incremental borrowing rates for similar
types of borrowing arrangements. Such fair value exceeded the
long-term debt carrying value. Market risk is estimated as the
potential increase in fair value resulting from a hypothetical
one-half percent decrease in interest rates.




                                        
                                     1998    1997
                                    (in millions)
Fair value of long-term debt       $3,359                            $2,681
Excess of fair value over carrying   512                             336
value
Market risk                          165                             107




The increase in fair value for the current year resulted from
both the issuance of long-term debt and a general decline in
quoted interest rates.

Year 2000 Issues

Readiness

     The Company's centralized corporate business and technical
information systems have been fully assessed as to year 2000
compliance and functionality. Presently, these systems are
nearly complete with respect to required software changes,
tests, and migration to the production environment. The Company
anticipates that internal business and technical information
system year 2000 compliance issues will be substantially
remediated by the end of calendar year 1998.

     The Company has satisfactorily completed the identification
and review of computer hardware and software suppliers and is in
the process of verifying year 2000 preparedness of general
business partners, suppliers, vendors, and/or service providers
that the Company has identified as critical.

Cost

     The total historical or anticipated remaining costs for
year 2000 remediation activity are not material.

Risks and Contingency Plans

     Considering the substantial progress made to date, the
Company does not anticipate delays in finalizing internal year
2000 remediation within remaining time schedules. However, third
parties having a material relationship with the Company may be a
potential risk based on their individual year 2000 preparedness
which may not be within the Company's reasonable control. The
Company is in the process of identifying, reviewing, and logging
the year 2000 preparedness of critical third parties.

     Anticipated completion of this review is calendar 1998 year-
end. Pending the results of that review, the Company will then
determine what course of action and contingencies will need to
be made.
5
     PAGE 6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

The Company is in one business segment-procuring, transporting,
storing, processing, and merchandising agricultural commodities
and products. The availability and price of agricultural
commodities are subject to wide fluctuations due to
unpredictable factors such as weather, plantings, government
(domestic and foreign) farm programs and policies, changes in
global demand created by population growth and higher standards
of living, and global production of similar and competitive
crops.

Principles of Consolidation

The consolidated financial statements include the accounts of
the Company and all majority-owned subsidiaries. Investments in
affiliates are carried at cost plus equity in undistributed
earnings since acquisition.

Use of Estimates

The preparation of consolidated financial statements in
conformity with generally accepted accounting principles
requires management to make estimates and assumptions that
affect amounts reported in its consolidated financial statements
and accompanying notes. Actual results could differ from those
estimates.

Cash Equivalents

The Company considers all highly liquid investments with a
maturity of three months or less at the time of purchase to be
cash equivalents.

Marketable Securities

The Company classifies all of its marketable securities as
available-for-sale. Available-for-sale securities are carried at
fair value, with the unrealized gains and losses, net of income
taxes, reported as a component of shareholders' equity.

Inventories

Inventories, consisting primarily of merchandisable agricultural
commodities and related value-added products, are carried at
cost, which is not in excess of market prices. Inventory cost
methods include the last-in, first-out (LIFO) method, the first-
in, first-out (FIFO) method and the hedging procedure method.
The hedging procedure method approximates FIFO cost.

To reduce price risk caused by market fluctuations, the Company
generally follows a policy of hedging its inventories and
related purchase and sale contracts. In addition, the Company
from time to time will hedge portions of its production
requirements. The instruments used are readily marketable
exchange traded futures contracts which are designated as
hedges. The changes in market value of such contracts have a
high correlation to the price changes of the hedged commodity.
Also, the underlying commodity can be delivered against such
contracts. To obtain a proper matching of revenue and expense,
gains or losses arising from open and closed hedging
transactions are included in inventories as a cost of the
commodities and reflected in the statement of earnings when the
product is sold.

Property, Plant and Equipment

Property, plant, and equipment are recorded at cost. The Company
generally uses the straight line method in computing
depreciation for financial reporting purposes and generally uses
accelerated methods for income tax purposes. The annual
provisions for depreciation have been computed principally in
accordance with the following ranges of asset lives:
buildings-10 to 50 years; machinery and equipment-3 to 30 years.

Net Sales

The Company follows a policy of recognizing sales at the time of
product shipment. Net margins from grain merchandised, rather
than the total sales value thereof, are included in net sales in
the consolidated statements of earnings. Sales of the Company,
including the sales value of grain merchandised, were $19.8
billion in 1998, $18.1 billion in 1997, and $18.0 billion in
1996, and such sales include export sales of $5.5 billion in
1998, $5.4 billion in 1997, and $5.7 billion in 1996.

Per Share Data

Share and per share information have been adjusted to give
effect to all stock dividends, including the 5% stock dividend
declared in July 1998 and payable in September 1998. Basic
earnings per common share is determined by dividing net earnings
by the weighted average number of common shares outstanding.

In February 1997, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards Number 128
(SFAS 128) "Earnings Per Share." This statement, which was
required to be adopted for financial statements issued for
interim and annual periods ended after December 15, 1997,
replaced the previously reported primary and fully diluted
earnings per share with basic and diluted earnings per share.
Unlike primary earnings per share, basic earnings per share
excludes any dilutive effects of options, warrants, and
convertible securities. Diluted earnings per share is very
similar to the previously reported fully diluted earnings per
share. All earnings per share amounts for all periods have been
presented, and where necessary, restated to conform to SFAS 128
requirements.

New Accounting Standards

In June 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards Number 130 (SFAS
130) "Reporting Comprehensive Income." This statement, which is
required to be adopted for financial statements issued for
annual periods beginning after December 15, 1997, establishes
standards for reporting and display of comprehensive income and
its components in a full set of general-purpose financial
statements. At that time, the Company will be required to report
total comprehensive income, an amount that will include net
income as well as other comprehensive income. Other
comprehensive income refers to revenues, expenses, gains and
losses that under generally accepted accounting principles have
previously been reported as separate components of equity in the
Company's consolidated financial statements.

In June 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards Number 131 (SFAS
131) "Disclosures about Segments of an Enterprise and Related
Information." This statement, which is required to be adopted
for financial statements issued for annual periods beginning
after December 15, 1997, establishes standards for the way that
public business enterprises report information about operating
segments in financial reports issued to shareholders. The
Company has not yet determined the financial statement impact of
SFAS 131.

In June 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards Number 133 (SFAS
133) "Accounting for Derivative Instruments and Hedging
Activities." This statement, which is required to be adopted for
annual periods beginning after June 15, 1999, establishes
standards for recognition and measurement of derivatives and
hedging activities. The Company has not yet determined the
financial statement impact of SFAS 133.

6
     PAGE 7
CONSOLIDATED STATEMENTS OF EARNINGS




                                                  
                                        Year Ended June 30
                                    1998      1997       1996
                                 (In thousands, except per share
                                             amounts)
                                                       
Net sales and other operating    $16,108,6  $13,853,2  $13,239,83
income                           30         62         9
                                                       
Cost of products sold and other                        
  operating costs                14,727,67  12,552,71  11,853,07
                                 0          8          0
                                 _________  _________  _________
                                 _          _          _
                                                       
     Gross Profit                1,380,960  1,300,544  1,386,769
                                                       
Selling, general and                                   
administrative                   660,692    675,103    473,294
  expenses
                                 _________  _________  _________
                                 _          _          _
                                                       
     Earnings From Operations    720,268    625,441    913,475
                                                       
Other income (expense)           (110,256)  18,964     140,938
                                 _________  _________  _________
                                 _          _          _
                                                       
     Earnings Before Income      610,012    644,405    1,054,413
Taxes
                                                       
Income taxes                     206,403    267,096    358,501
                                 _________  _________  _________
                                 _          _          _
                                                       
     Net Earnings                $ 403,609  $ 377,309  $ 695,912
                                 =========  =========  =========
                                                       
Basic and diluted earnings per                         
common                           $     .68  $     .63  $    1.15
  share
                                 =========  =========  =========
                                                       
Average number of shares         592,634    596,352    606,424
outstanding
                                 =========  =========  =========




See notes to consolidated financial statements.
7
     PAGE 8
CONSOLIDATED BALANCE SHEETS

                                             
                                           
                                              
                                                  June 30
Assets                                       1998        1997
                                              (In thousands)
Current Assets                                        
      Cash and cash equivalents           $   346,325 $   397,788
      Marketable securities               379,169     330,208
      Receivables                         1,990,686   1,329,350
      Inventories                         2,562,650   2,094,092
      Prepaid expenses                    172,884     132,897
                                          ___________ ___________
                                                      
           Total Current Assets           5,451,714   4,284,335
                                                      
                                                      
Investments and Other Assets                          
      Investments in and advances to      1,473,364   1,102,420
affiliates
      Long-term marketable securities     1,168,380   987,665
      Other assets                        417,372     271,352
                                          ___________ ___________
                                                      
                                          3,059,116   2,361,437
                                                      
Property, Plant and Equipment                         
      Land                                148,135     118,898
      Buildings                           1,777,146   1,448,945
      Machinery and equipment             7,901,309   6,841,225
      Construction in progress            613,792     765,720
      Less allowances for depreciation    (5,117,678) (4,466,193)
                                          ___________ ___________
                                                      
                                          5,322,704   4,708,595
                                          ___________ ___________
                                                      
                                          $13,833,534 $11,354,367
                                          =========== ==========


8
     PAGE 9
Liabilities and Shareholders' Equity



                                                
                                                June 30
                                           1998         1997
                                             (In thousands)
                                                     
Current Liabilities                                  
      Short-term debt                   $ 1,545,276  $   604,831
      Accounts payable                  1,634,681    1,126,313
      Accrued expenses                  516,287      493,944
      Current maturities of long-term   21,059       23,667
debt
                                        ___________  ___________
                                                     
            Total Current Liabilities   3,717,303    2,248,755
                                                     
                                                     
Long-Term Debt                          2,847,130    2,344,949
                                                     
                                                     
Deferred Liabilities                                 
      Income taxes                      632,893      597,514
      Other                             131,296      113,020
                                        ___________  ___________
                                                     
                                        764,189      710,534
                                                     
Shareholders' Equity                                 
      Common stock                      4,936,649    4,192,321
      Reinvested earnings               1,568,263    1,857,808
                                        ___________  ___________
                                                     
                                        6,504,912    6,050,129
                                        ___________  ___________
                                                     
                                        $13,833,534  $11,354,367
                                        ===========  ===========


See notes to consolidated financial statements.
9
     PAGE 10
CONSOLIDATED STATEMENTS OF CASH FLOWS



                                              

                                              Year Ended June 30
                                            1998       1997     1996
                                                (In thousands)
Operating Activities                                          
  Net earnings                           $ 403,609   $        $
                                                     377,309  695,912
  Adjustments to reconcile to net cash                        
    provided by operations
    Depreciation and amortization        526,813     446,412  393,605
    Deferred income taxes                28,659      (12,235  72,673
                                                     )
    Amortization of long-term debt       33,297      29,094   25,584
discount
    Gain on marketable securities        (36,303)    (59,549  (109,35
transactions                                         )        9)
    Other                                39,292      (40,758  (33,243
                                                     )        )
    Changes in operating assets and                           
liabilities
      Receivables                        (294,407)   (23,225  (183,56
                                                     )        9)
      Inventories                        (150,509)   23,046   (320,52
                                                              9)
      Prepaid expenses                   (27,275)    (18,760  (1,683)
                                                     )
      Accounts payable and accrued       90,203      (110,65  314,494
expenses                                             3)
                                         _________   _______  _______
                                                     __       __
                                                              
        Total Operating Activities       613,379     610,681  853,885
                                                              
Investing Activities                                          
  Purchases of property, plant and       (702,683)   (779,50  (754,26
equipment                                            8)       8)
  Net assets of businesses acquired      (370,561)   (429,94  (28,612
                                                     0)       )
  Investments in and advances to         (366,968)   (416,86  (110,61
affiliates                                           1)       5)
  Purchases of marketable securities     (1,202,66   (966,20  (816,40
                                         2)          3)       1)
  Proceeds from sales of marketable      1,007,373   1,607,6  1,260,7
securities                                           31       10
                                         _________   _______  _______
                                                     __       __
                                                              
        Total Investing Activities       (1,635,50   (984,88  (449,18
                                         1)          1)       6)
                                                              
Financing Activities                                          
  Long-term debt borrowings              441,464     348,695  42,066
  Long-term debt payments                (55,972)    (115,85  (22,233
                                                     3)       )
  Net borrowings under line of credit    774,033     421,046  -
agreements
  Purchases of treasury stock            (81,154)    (312,52  (259,98
                                                     5)       0)
  Cash dividends and other               (107,712)   (104,07  (84,443
                                                     7)       )
                                         _________   _______  _______
                                                     __       __
                                                              
        Total Financing Activities       970,659     237,286  (324,59
                                                              0)
                                         _________   _______  _______
                                                     __       __
        Increase (Decrease) In Cash And                       
Cash
          Equivalents                    (51,463)    (136,91  80,109
                                                     4)
                                                              
Cash And Cash Equivalents Beginning Of   397,788     534,702  454,593
Period
                                         _________   _______  _______
                                                     __       __
                                                              
        Cash And Cash Equivalents End Of $ 346,325   $        $
Period                                               397,788  534,702
                                         =========   =======  =======
                                                     ==       ==
Supplemental Cash Flow Information                            
 Noncash Investing and Financing                              
Activities
  Common stock issued in purchase        $ 298,244   $   -    $   -
acquisition

See notes to consolidated financial statements.

Consolidated Statements of Shareholders' Equity
                                                          
                                        Common Stock      
                                                          Reinvest
                                      Shares    Amount       ed
                                                          Earnings
                                                          
                                            (In thousands)
                                                          
Balance July 1, 1995                 532,524   $3,668,97  $2,185,1
                                               7          88
Net earnings                         -         -          695,912
Cash dividends paid-$.15 per share   -         -          (90,860)
5% stock dividend                    25,991    411,542    (411,542
                                                          )
Treasury stock purchases             (15,632)  (259,980)  -
Foreign currency translation         -         -          (96,101)
Change in unrealized net gains on                         
  marketable securities              -         -          (7,421)
Other                                2,938     49,336     (239)
                                     _______   _________  ________
                                               _          __
                                                          
        Balance June 30, 1996        545,821   3,869,875  2,274,93
                                                          7
                                                          
Net earnings                         -         -          377,309
Cash dividends paid-$.18 per share   -         -          (106,990
                                                          )
5% stock dividend                    26,565    594,590    (594,590
                                                          )
Treasury stock purchases             (16,707)  (312,525)  -
Foreign currency translation         -         -          (73,393)
Change in unrealized net gains on                         
  marketable securities              -         -          (19,199)
Other                                2,195     40,381     (266)
                                     _______   _________  ________
                                               _          __
                                                          
       Balance June 30, 1997         557,874   4,192,321  1,857,80
                                                          8
                                                          
Net earnings                         -         -          403,609
Cash dividends paid-$.19 per share   -         -          (111,551
                                                          )
5% stock dividend                    28,534    473,948    (473,948
                                                          )
Treasury stock purchases             (3,767)   (81,154)   -
Common stock issued in purchase      13,953    298,244    -
acquisition
Foreign currency translation         -         -          (108,551
                                                          )
Change in unrealized net gains on                         
  marketable securities              -         -          1,187
Other                                2,627     53,290     (291)
                                     _______   _________  ________
                                               _          __
                                                          
       Balance June 30, 1998         599,221   $4,936,64  $1,568,2
                                               9          63
                                     =======   =========  ========
                                               =          ==


See notes to consolidated financial statements.


10
     PAGE 11

Notes to Consolidated Financial Statements

Note 1-Marketable Securities and Cash Equivalents




                                                
                                      Unrealiz  Unrealiz     Fair
                                         ed        ed
                             Cost      Gains     Losses     Value
                                        (In thousands)
1998                                           
 United States government                                 
  obligations
    Maturity less than 1   $          $   255   $     43  $
year                       430,724                        430,936
    Maturity 1 year to 5   45,423     266       -         45,689
years
                                                          
 Other debt securities                                    
    Maturity less than 1   93,024     -         1         93,023
year
                                                          
    Equity securities      938,849    243,231   61,203    1,120,877
                           _________  ________  _______   _________
                           _                    _         _
                           $1,508,02  $243,752  $ 61,247  $1,690,52
                           0                              5
                           =========  ========  ========  =========
                           =                              =
                                                          
                                                          
                                      Unrealiz  Unrealiz     Fair
                                         ed        ed
                             Cost      Gains     Losses     Value
                                        (In thousands)
1997                                                      
 United States government                                 
  obligations
    Maturity less than 1   $          $         $         $
year                       455,657    66        19        455,704
    Maturity 1 year to 5   74,332     70        108       74,294
years
                                                          
   Other debt securities                                  
      Maturity less than 1 157,588    435       -         158,023
year
                                                          
   Equity securities       728,448    186,551   3,540     911,459
                           _________  ________  _______   _________
                           _          _         _         _
                           $1,416,02  $         $         $1,599,48
                           5          187,122   3,667     0
                           =========  ========  ========  =========
                           =          =                   =




11
     PAGE 12






                                                 
Note 2-Inventories
                                        1998        1997
                                         (In thousands)
LIFO inventories                                 
   FIFO value                        $   412,086 $   521,277
   LIFO valuation reserve            (45,517)    (44,811)
                                     __________  __________
   LIFO carrying value               366,569     476,466
                                                 
                                                 
FIFO inventories, including                      
   hedging procedure method          2,196,081   1,617,626
                                     __________  __________
                                     $2,562,650  $2,094,092
                                     ==========  ==========
                                                 
                                                 
Note 3-Accrued Expenses                          
                                        1998        1997
                                         (In thousands)
                                                 
Payroll and employee benefits        $  149,601  $  128,205
Income taxes                         62,138      99,744
Other                                304,548     265,995
                                     __________  __________
                                     $  516,287  $  493,944
                                     ==========  ==========





12
     PAGE 13
Note 4-Investments in and Advances to Affiliates

The Company has 80 unconsolidated affiliates, primarily located
in North and South America, Europe, and Asia, accounted for
under the equity method. The following table summarizes the
balance sheets as of June 30, 1998 and 1997, and the statements
of earnings for the three years ended June 30, 1998 of the
Company's unconsolidated affiliates:




                                              
                             1998         1997         1996
                                     (In thousands)
Current assets            $ 3,510,436  $ 2,796,698  $     -
Non-current assets        4,937,077    3,295,371    -
Current liabilities       1,841,687    1,419,183    -
Non-current liabilities   1,756,864    1,193,114    -
Minority interests        267,666      247,747      -
Net sales                 13,651,086   12,653,544   10,270,952
Gross profit              1,161,673    839,436      317,435
Net income (loss)         216,178      233,543      (14,505)



The increase in summarized balance sheets and statements of
earnings of the Company's unconsolidated affiliates in 1998 and
1997 is primarily due to the inclusion of new affiliates and the
growth of the Company's existing affiliates. The Company's
investment in unconsolidated affiliates exceeds the underlying
equity in net assets by $146 million, which amount is being
amortized on a straight-line basis over 10 to 40 years.

Three foreign affiliates for which the Company has a carrying
value of $375 million have a market value of $271 million based
on quoted market prices and exchange rates at June 30, 1998.
13
     PAGE 14
Note 5-Debt and Financing Arrangements



                                                 
                                         1998          1997
                                           (In thousands)
7.5% Debentures $350 million                       
face amount, due in 2027             $   347,881   $   347,860
                                                   
8.875% Debentures $300 million                     
face amount, due in 2011             298,396       298,331
                                                   
8.125% Debentures $300 million                     
face amount, due in 2012             298,148       298,079
                                                   
8.375% Debentures $300 million                     
face amount, due in 2017             294,403       294,285
                                                   
7.125% Debentures $250 million                     
face amount, due in 2013             249,438       249,416
                                                   
6.25% Notes $250 million                           
face amount, due in 2003             249,430       249,353
                                                   
6.95% Debentures $250 million                      
face amount, due in 2097             246,066       -
                                                   
Zero Coupon Debt $400 million                      
face amount, due in 2002             239,943       209,967
                                                   
6.75% Debentures $200 million                      
face amount, due in 2027             195,469       -
                                                   
7% Debentures $250 million                         
face amount, due in 2011             134,272       131,486
                                                   
10.25% Debentures $100 million                     
face amount, due in 2006             98,936        98,847
                                                   
Industrial Revenue Bonds at                        
various rates from 5.30% to 13.25%                 
and due in varying amounts                         
to 2011                              69,016        74,571
                                                   
                                                   
Other                                146,791       116,421
                                     __________    __________
                                                   
Total long-term debt                 2,868,189     2,368,616
                                                   
Less current maturities              (21,059)      (23,667)
                                     __________    __________
                                                   
                                     $2,847,130    $2,344,949
                                     ==========    ==========


At June 30, 1998, the fair value of the Company's long-term debt
exceeded the carrying value by $512 million, as estimated by
using quoted market prices or discounted future cash flows based
on the Company's current incremental borrowing rates for similar
types of borrowing arrangements.

Unamortized original issue discounts on the 7% Debentures and
Zero Coupon Debt issues are being amortized at 15.35% and
13.80%, respectively. Accelerated amortization of the discounts
for tax purposes has the effect of lowering the actual rate of
interest to be paid over the remaining lives of the issues to
approximately 10.19% and 5.21%, respectively.

The aggregate maturities for long-term debt for the five years
after June 30, 1998 are $21 million, $21 million, $33 million,
$434 million, and $266 million, respectively.

At June 30, 1998 the Company had lines of credit totaling $1.9
billion. The weighted average interest rates on short-term
borrowings outstanding at June  30, 1998 and 1997 were 5.16% and
4.81%, respectively.
14
     PAGE 15
Note 6-Shareholders' Equity

The Company has authorized 800 million shares of common stock
and 500,000 shares of preferred stock, both without par value.
No preferred stock has been issued. At June 30, 1998 and 1997,
the Company had approximately 5.9 million and 20.7 million
common shares, respectively, in treasury. Treasury stock is
recorded at cost, $102 million at June 30, 1998, as a reduction
of common stock.

Cumulative foreign currency translation losses of $216 million
and unrealized gains on securities of $122 million at June 30,
1998, net of applicable taxes, are included as components of
reinvested earnings.

Stock option plans provide for the granting of options to
employees to purchase common stock of the Company at market
value on the date of grant. Options expire five to ten years
after the date of grant. At June 30, 1998, there were 4,186,540
shares available for future grant. Stock option activity during
the periods indicated is as follows:




                                            
                                                  Weighted
                                                   Average
                                    Number        Exercise
                                                    Price
                                   of Shares      Per Share
                                      (In             
                                  thousands)
Shares under option at June 30,  5,008          $12.17
1995
Exercised                        (879)          9.17
Cancelled                        (461)          12.58
                                 ______         
Shares under option at June 30,  3,668          12.84
1996
Granted                          1,272          15.86
Exercised                        (293)          12.34
Cancelled                        (110)          13.03
                                 ______         
Shares under option at June 30,  4,537          13.71
1997
Granted                          35             21.14
Exercised                        (508)          12.57
Cancelled                        (65)           15.16
                                 ______         
Shares under option at June 30,  3,999          $13.90
1998
                                 ======         
                                                
Shares exercisable at June 30,   2,115          12.93
1998
Shares exercisable at June 30,   1,697          12.53
1997
Shares exercisable at June 30,   1,256          12.40
1996


At June 30, 1998 the range of exercise prices and weighted
average remaining contractual life of outstanding options was
$11.35-$21.52 and four years, respectively.

The Company accounts for its stock option plans in accordance
with Accounting Principles Board (APB) Opinion Number 25
"Accounting for Stock Issued to Employees." Under APB 25
compensation expense is recognized if the exercise price of the
employee stock option is less than the market price on the grant
date. Statement of Financial Accounting Standards Number 123
"Accounting for Stock-Based Compensation" requires the fair
value of options granted and the pro forma impact on earnings
and earnings per share be disclosed when material. Had
compensation expense for stock options been determined based on
the fair value of options granted, the Company's 1998 and 1997
net earnings and earnings per share would have been affected by
less than one quarter of one percent.

The weighted average fair value of options granted during 1998
and 1997 are $5.88 and $5.71, respectively. The fair value of
each option grant is estimated as of the date of grant using the
Black-Scholes single option pricing model for pro forma footnote
purposes with the following assumptions used for all years:
dividend yield of 1%, risk free interest rate of 6%, and
expected volatility of .2%. Expected option life was assumed to
be four years in 1998 and six years in 1997.

Note 7-Other Income (Expense)




                                                    
                              1998         1997         1996
                                      (In thousands)
Investment income          $  123,729   $  121,991  $  150,446
Interest expense           (293,220)    (197,214)   (170,089)
Gain on marketable                                  
   securities transactions 36,544       59,810      109,359
Equity in earnings                                  
   of affiliates           20,364       35,243      31,780
Other                      2,327        (866)       19,442
                           __________   __________  __________
                                                    
                           $ (110,256)  $   18,964  $  140,938
                           ==========   ==========  ==========


Interest expense is net of interest capitalized of $37 million,
$41 million, and $43 million in 1998, 1997, and 1996,
respectively.

The Company made interest payments of $295 million, $198
million, and $188 million in 1998, 1997, and 1996, respectively.

The realized gains on sales of available-for-sale marketable
securities totaled $37 million, $63 million, and $109 million in
1998, 1997, and 1996, respectively. The realized losses totaled
$3 million in 1997.

Note 8-Income Taxes

For financial reporting purposes, earnings before income taxes
includes the following components:




                                               
                        1998       1997       1996
                              (In thousands)
                                           
United States        $ 458,184  $ 563,086  $
                                           907,376
Foreign              151,828    81,319     147,037
                     _________  _________  _________
                                           _
                                           
                     $ 610,012  $ 644,405  $1,054,41
                                           3
                     =========  =========  =========
                                           =


15
     PAGE 16
Significant components of income taxes are as follows:




                                    
                        1998       1997       1996
                              (In thousands)
Current                                    
                     $          $ 216,641  $ 207,166
Federal              111,152
   State             20,879     29,440     29,604
                     54,724     27,352     46,646
Foreign
Deferred                                   
                     14,474     (5,357)    69,253
Federal
   State             1,451      (2,910)    6,467
                     3,723      1,930      (635)
Foreign
                     _________  _________  _________
                                           
                     $ 206,403  $ 267,096  $ 358,501
                     =========  =========  =========



Significant components of the Company's deferred tax liabilities
and assets are as follows:

                                        1998         1997
                                         (In thousands)
Deferred tax liabilities                         
   Depreciation                     $ 484,336    $ 446,083
   Unrealized gain on marketable                 
     securities                     60,820       62,957
   Bond discount amortization       52,645       56,312
   Other                            86,161       76,992
                                    _________    _________
                                                 
                                    683,962      642,344
                                                 
Deferred tax assets                              
   Postretirement benefits          31,073       29,318
   Other                            81,431       64,186
                                    _________    _________
                                    112,504      93,504
                                    _________    _________
                                                 
Net deferred tax liabilities        571,458      548,840
                                                 
Current net deferred tax assets                  
included
   in prepaid expenses              61,435       48,674
                                    _________    _________
Non-current net deferred                         
   tax liabilities                  $ 632,893    $ 597,514
                                    =========    =========
16
     PAGE 17
Reconciliation of the statutory federal income tax rate to the
Company's effective tax rate is as follows:

                                  1998       1997      1996
                                                     
Statutory rate                  35.0%      35.0%     35.0%
Foreign sales corporation       (4.7)      (3.4)     (2.4)
State income taxes, net of                           
  federal tax benefit           2.4        2.7       2.2
Litigation settlements and      1.4        7.5       -
fines
Other                           (0.3)      (0.4)     (0.8)
                                ______     ______    ______
                                                     
Effective rate                  33.8%      41.4%     34.0%
                                ======     ======    ======


The Company made income tax payments of $225 million, $312
million, and $268 million in 1998, 1997, and 1996, respectively.

Undistributed earnings of the Company's foreign subsidiaries
amounting to approximately $529 million at June 30, 1998, are
considered to be permanently reinvested and, accordingly, no
provision for U.S. income taxes has been provided thereon. It is
not practicable to determine the deferred tax liability for
temporary differences related to these undistributed earnings.

Note 9-Leases

The Company leases manufacturing and warehouse facilities, real
estate, transportation, and other equipment under operating
leases which expire at various dates through the year 2026. Rent
expense for 1998, 1997, and 1996 was $82 million, $69 million,
and $73 million, respectively. Future minimum rental payments
for non-cancellable operating leases with initial or remaining
terms in excess of one year are as follows:



                                          
                                       
Fiscal years                               (In thousands)
1999                                   $   37,557
2000                                   23,879
2001                                   16,069
2002                                   13,332
2003                                   14,929
Thereafter                             96,928
                                       _________
Total minimum lease payments           $ 202,694
                                       =========



17
     PAGE 18
Note 10-Employee Benefit Plans

The Company has noncontributory and trusteed pension plans
covering substantially all employees. It is the Company's policy
to fund pension costs as required by federal laws and
regulations. At June 30, 1998, the plans had assets at fair
value of $614 million and projected benefit obligations of $638
million based on a discount rate of 7%. Pension expense is not
material.

The Company has postretirement health care and life insurance
plans covering substantially all employees. The fully accrued
accumulated postretirement benefit obligations (APBO) for the
unfunded plans at June 30, 1998 were $61 million, based on a
discount rate of 7% and an assumed health care cost trend rate
of 9% for 1999 gradually decreasing to 5.5% by 2004. Expense of
these plans is not material. A 1% increase in the health care
cost trend rate assumption would not have had a material impact
on the APBO or expense for the year.

In addition, the Company has savings and investment plans
available to eligible employees with one year of service.
Employees may contribute up to 10% of their salaries, not to
exceed $10,000. The Company matches these contributions, at
various levels.

Note 11-Geographic Information



                                            

                               1998       1997       1996
                                      (In millions)
Net sales and other                                
operating income:                                  
   United States             $10,784    $ 9,773    $ 9,661
   Europe                    3,869      3,039      2,753
   Other foreign             1,456      1,041      826
                             _______    _______    _______
                             $16,109    $13,853    $13,240
                             =======    =======    =======
Sales or transfers between                         
geographic areas:                                  
   United States             $   339    $   354    $   282
   Europe                    47         51         108
   Other foreign             228        146        133
                             _______    _______    _______
                             $   614    $   551    $   523
                             =======    =======    =======
Earnings from operations:                          
   United States             $   552    $   550    $   805
   Europe                    111        46         69
   Other foreign             57         29         39
                             _______    _______    _______
                             $   720    $   625    $   913
                             =======    =======    =======
Identifiable assets:                               
   United States             $ 7,885    $ 6,663    $ 6,025
   Europe                    1,537      1,288      929
   Other foreign             1,050      585        418
                             _______    _______    _______
                             $10,472    $ 8,536    $ 7,372
                             =======    =======    =======


Earnings from operations represent earnings before other income
(expense) and income taxes.

Sales or transfers between geographic areas are made at
established transfer prices.

Identifiable assets exclude cash and cash equivalents,
marketable securities and investments in and advances to
affiliates. At June 30, 1998, approximately $1.4 billion of the
Company's cash and cash equivalents, marketable securities and
investments in affiliates were foreign assets, of which $681
million were in Europe.

Note 12-Antitrust Investigation and Related Litigation

Federal grand juries in the Northern Districts of Illinois,
California and Georgia, under the direction of the United States
Department of Justice ("DOJ"), have been investigating possible
violations by the Company and others with respect to the sale of
lysine, citric acid and high fructose corn syrup, respectively.
In connection with an agreement with the DOJ in fiscal 1997, the
Company paid the United States a fine of $100 million. This
agreement constitutes a global resolution of all matters between
the DOJ and the Company and brings to a close all DOJ
investigations of the Company. The federal grand jury in the
Northern District of Illinois (lysine) has been closed.

Following public announcement in June 1995 of these
investigations, the Company and certain of its then current
directors and executive officers were named as defendants in a
number of putative class action suits for alleged violations of
federal securities laws on behalf of all purchasers of
securities of the Company during the period between certain
dates in 1992 and 1995. The Company, along with other domestic
and foreign companies, was named as a defendant in a number of
putative class action antitrust suits and other proceedings
involving the sale of lysine, citric acid and high fructose corn
syrup. The plaintiffs generally request unspecified compensatory
damages, costs, expenses and unspecified relief. The Company and
the individuals named as defendants intend to vigorously defend
these actions and proceedings unless they can be settled on
terms deemed acceptable by the parties. These matters have
resulted and could result in the Company being subject to
monetary damages, other sanctions and expenses.

The Company has made provisions of $48 million in fiscal 1998,
$200 million in fiscal 1997, and $31 million in fiscal 1996 to
cover the fine, litigation settlements related to the federal
lysine class action, federal securities class action, the
federal citric class action and certain state actions filed by
indirect purchasers of lysine, certain actions filed by parties
that opted out of the class action settlements, certain other
proceedings, and the related costs and expenses associated with
the litigation described in the preceding paragraph. Because of
the early stage of other putative class actions and proceedings,
including those related to high fructose corn syrup, the
ultimate outcome and materiality of these matters cannot
presently be determined. Accordingly, no provision for any
liability that may result therefrom has been made in the
consolidated financial statements.
18

     PAGE 19

REPORT OF INDEPENDENT AUDITORS

Board of Directors and Shareholders
Archer Daniels Midland Company
Decatur, Illinois

     We have audited the accompanying consolidated balance
sheets of Archer Daniels Midland Company and subsidiaries as of
June 30, 1998 and 1997, and the related consolidated statements
of earnings, shareholders' equity and cash flows for each of the
three years in the period ended June 30, 1998. These financial
statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial
statements 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 consolidated
financial position of Archer Daniels Midland Company and its
subsidiaries at June 30, 1998 and 1997, and the consolidated
results of their operations and their cash flows for each of the
three years in the period ended June 30, 1998, in conformity
with generally accepted accounting principles.


                              Ernst & Young LLP

Minneapolis, Minnesota
July 31, 1998




19
     PAGE 20
Quarterly Financial Data (Unaudited)




                                             
                              Quarter                         
                     First     Second     Third     Fourth      Total
                   (In thousands, except per share amounts)       
Fiscal 1998                                                   
  Net sales        $3,651,30  $4,130,29 $4,280,27  $4,046,75  $16,108,6
                   2          8         9          1          30
  Gross profit     325,168    362,359   384,471    308,962    1,380,960
  Net earnings     131,350    139,208   70,303     62,748     403,609
    Per common     0.22       0.24      0.12       0.10       0.68
share
                                                              
Fiscal 1997                                                   
  Net sales        $3,330,47  $3,514,93 $3,414,81  $3,593,03  $13,853,2
                   5          8         8          1          62
  Gross profit     370,000    386,463   216,407    327,674    1,300,544
  Net earnings     3,553      189,941   61,167     122,648    377,309
    Per common     0.01       0.31      0.10       0.21       0.63
share

Net earnings for the three months ended March 31, 1998 and the
year ended June 30, 1998 include an after-tax charge of $40
million or $.07 per share for fines and litigation settlements.

Net earnings for the three months ended September 30, 1996 and
the year ended June 30, 1997 include an after-tax charge of $177
million or $.30 per share for fines and litigation settlements.

Common Stock Market Prices and Dividends

The Company's common stock is listed and traded on the New York
Stock Exchange, Chicago Stock Exchange, Tokyo Stock Exchange,
Frankfurt Stock Exchange, and the Swiss Exchange. The following
table sets forth, for the periods indicated, the high and low
market prices of the common stock and common stock cash
dividends.

                                                       Cash
                                 Market Price       Dividends
                               High         Low     Per Share
Fiscal 1998-Quarter Ended                           
          June 30           21 11/16    17 5/8      0.048
          March 31          22 1/2      19 3/4      0.048
          December 31       23 1/4      17 1/8      0.048
          September 30      23 7/16     19 5/16     0.046
                                                    
Fiscal 1997-Quarter Ended                           
          June 30           21 13/16    15 1/2      0.046
          March 31          20 13/16    15 11/16    0.046
          December 31       20 15/16    17 1/4      0.046
          September 30      17 1/2      14 3/16     0.043


The number of shareholders of the Company's common stock at June
30, 1998 was 32,539. The Company expects to continue its policy
of paying regular cash dividends, although there is no assurance
as to future dividends because they are dependent on future
earnings, capital requirements and financial condition.



20
     PAGE 21
Ten Year Summary

Operating, Financial and Other Data (Dollars in thousands, except per share
data)




                                                                  
                                                   1998       1997      1996
Operating                                                             
   Net sales and other operating income         $16,108,6  $13,853,2  $13,239,8
                                                30         62         39
   Depreciation and amortization                526,813    446,412    393,605
   Net earnings                                 403,609    377,309    695,912
      Per common share                          .68        .63        1.15
   Cash dividends                               111,551    106,990    90,860
      Per common share                          .19        .18        .15
                                                                      
                                                                      
Financial                                                             
   Working capital                              $          $          $
                                                1,734,411  2,035,580  2,751,132
      Per common share                          2.89       3.48       4.57
      Current ratio                             1.5        1.9        2.7
   Inventories                                  2,562,650  2,094,092  1,790,636
   Net property, plant and equipment            5,322,704  4,708,595  4,114,301
   Gross additions to property, plant and       1,228,553  1,127,360  801,426
equipment
   Total assets                                 13,833,53  11,354,36  10,449,86
                                                4          7          9
   Long-term debt                               2,847,130  2,344,949  2,002,979
   Shareholders' equity                         6,504,912  6,050,129  6,144,812
      Per common share                          10.86      10.33      10.21
                                                                      
                                                                      
Other                                                                 
   Weighted average shares outstanding (000's)  592,634    596,352    606,424
   Number of shareholders                       32,539     33,834     35,431
   Number of employees                          23,132     17,160     14,811
21
     PAGE 22



  1995        1994       1993       1992        1991       1990        1989
                                                                    
$12,555,4  $11,158,4  $9,578,37   $9,026,17  $8,271,58  $7,551,97   $7,729,62
03         79         0           7          8          2           0
384,872    354,463    328,549     293,729    261,367    248,113     220,538
795,915    484,069    567,527     503,757    466,678    483,522     424,673
1.27       .77        .86         .77        .71        .73         .65
46,825     32,586     32,266      30,789     29,527     25,976      17,271
 .07        .05        .05         .05        .04        .04         .03
                                                                    
                                                                    
                                                                    
$2,540,26  $          $2,961,50   $2,276,56  $1,674,73  $1,627,45   $1,487,15
0          2,783,817  3           4          5          9           1
4.12       4.44       4.52        3.47       2.55       2.46        2.27
3.2        3.5        4.1         3.4        3.0        3.4          3.4
1,473,896  1,422,147  1,131,787   1,025,030  917,495    771,233     694,998
3,762,281  3,538,575  3,214,834   3,060,096  2,695,625  2,131,807   1,832,258
657,915    682,485    572,022     614,844    911,586    550,851     405,888
9,756,887  8,746,853  8,404,111   7,524,530  6,260,607  5,450,010   4,728,308
2,070,095  2,021,417  2,039,143   1,562,491  980,273    750,901     690,052
5,854,165  5,045,421  4,883,251   4,492,353  3,922,295  3,573,228   3,033,503
9.50       8.05       7.45        6.85       5.98       5.41        4.64
                                                                    
                                                                    
625,946    632,422    656,217     657,973    660,251    657,940     651,808
34,385     33,940     33,654      32,277     28,981     26,076      20,382
14,833     16,013     14,168      13,524     13,049     11,861      10,214


Share and per share data have been adjusted for three-for-two stock splits in
December 1989 and December 1994, and annual 5% stock dividends through September
1998.

Net earnings for 1998, 1997, and 1996 include charges of $40 million ($.07 per
share), $177 million ($.30 per share) and $19 million ($.03 per share),
respectively, for fines and litigation settlements.

Net earnings for 1993 includes a credit of $68 million or $.10 per share and a
charge of $35 million or $.05 per share for the cumulative effects of changes in
accounting for income taxes and postretirement benefits, respectively.
22
     PAGE 23
Directors


+Dwayne O. Andreas
     Chairman of the Board
*Gaylord O. Coan
     Vice Chairman of the Board
     President, Chief Executive Officer
     Gold Kist Inc.
*G. Allen Andreas
     President and Chief Executive Officer
     Shreve M. Archer, Jr.
     Private Investments
     John R. Block
     Food Distributors International
     Richard R. Burt
     IEP Advisors, Inc.
*Mollie Hale Carter
     Star A Inc.
     F. Ross Johnson
     Chairman and Chief Executive
     Officer, RJM Group, Inc.
     M. Brian Mulroney
     Senior Partner
     Ogilvy Renault
     (a law firm)



*Robert S. Strauss
     Partner
     Akin, Gump, Strauss, Hauer & Feld
     (a law firm)
     John K. Vanier
     Chief Executive Officer, Western Star
     Ag. Resources, Inc.
     O. Glenn Webb
     Chairman of the Board
     and President, GROWMARK, Inc.
     Andrew Young
     GoodWorks International




     Audit Committee
     Gaylord O. Coan
     Chairman
     John R. Block
     Richard R. Burt
     Mollie Hale Carter
     Andrew Young

23

     PAGE 24

Public Policy Committee
M. Brian Mulroney
Chairman
Shreve M. Archer, Jr.
John R. Block
Richard R. Burt
O. Glenn Webb
Andrew Young



Nominating Committee
Mollie Hale Carter
Chairman
Richard R. Burt
Gaylord O. Coan
Andrew Young
+Ex officio member of all committees
*Executive Committee

Corporate Officers
G. Allen Andreas
President and
Chief Executive Officer
Charles T. Bayless
Executive Vice President
Martin L. Andreas
Senior Vice President and
Assistant to the Chairman
Douglas J. Schmalz
Vice President
and Chief Financial Officer
Charles P. Archer
Treasurer
Steven R. Mills
Controller
Burnell D Kraft
Senior Vice President
*Richard P. Reising
Senior Vice President
Lewis W. Batchelder
Group Vice President
Howard E. Buoy
Group Vice President
Larry H. Cunningham
Group Vice President

Craig L. Hamlin
Group Vice President
James C. Ielase
Group Vice President
John D. McNamara
Group Vice President
Paul B. Mulhollem
Group Vice President
Raymond V. Preiksaitis
Group Vice President
David J. Smith
Vice President, Secretary
and General Counsel
Scott A. Roberts
Assistant Secretary and
Assistant General Counsel
+Claudia M. Madding
Executive Assistant to the Chairman
and Assistant Secretary
Stephen W. Minder
Corporate Compliance Officer
William H. Camp
Vice President


Mark J. Cheviron
Vice President
Edward A. Harjehausen
Vice President
Paul L. Krug, Jr.
Vice President
John E. Long
Vice President
Jack McDonald
Vice President
Brian F. Peterson
Vice President
John G. Reed, Jr.
Vice President
John D. Rice
Vice President
Kenneth A. Robinson
Vice President
Stephen Yu
Vice President
*Secretary to the Board of Directors
+Secretary to the Executive Committee

24
     PAGE 25
Officers of Subsidiaries and Divisions

ADM Agri Industries
John McNamara, President
Gregory W. Webb, Vice President

ADM Animal Health
and Nutrition Division
Steven E. Dale, Vice President/
     General Manager
James Krug, Vice President

ADM Asia Pacific
Stephen Yu, Managing Director
Matthew J. Morgenroth, Operations
     Manager

ADM Australia (Pty) Ltd.
Ern T. Newton, President

ADM BioProducts Division
Brian F. Peterson, President
John Hanson, Vice President
Daniel E. Larson, Vice President
Ern T. Newton, Vice President

ADM Cocoa Division
Hans Leijdekker, President
Alan C. Girard, Vice President

ADM/COUNTRYMARK
John Ade, General Manager

ADM Corn Processing Division
Larry H. Cunningham, President
Norbert W. Cremers, Vice President
Edward A. Harjehausen,
     Vice President
J. Robert Heard, Vice President
Craig Fischer, Vice President

ADM Europoort B.V.
Wim Groenenboom, Managing
     Director

ADM Export Company
Elnathan Anderson, Vice President

ADM Exportadora e Importadora
S. A.
Paulo Roberto Moreira Garcez,
     President
Ingomar Julio Heinz Kalder,
     Vice President
25

     PAGE 26




ADM Far East Ltd.
Shuji Tani, President

ADM Food Additives Division
Barrie R. Cox, President
Roger Dawson, Vice President
Tom Fox, Vice President
Norma Maddio, Vice President

ADM Food Oils Division
John D. Rice, President
Edward J. Campbell,
     Vice President
Gordon D. Gregory, Vice President
Lewis G. Jacobs, Vice President
Patrick S. Laegeler, Vice President
Doug C. Millar, Vice President

ADM/GROWMARK
O. Glenn Webb, Chairman
Burnell D Kraft, President
Lewis W. Batchelder, Senior
     Vice President
Marvin R. Rau, Senior Vice President
Warren Duffy, Vice President
Kim Ekena, Vice President
Mark Kolkhorst, Vice President
John L. McClenathan, Vice President
Gregory C. Muench, Vice President
David Ragan, Vice President
James F. Voigt, Vice President

ADM Ingredients Ltd.
Barrie R. Cox, President
Robert Hobson, Senior Vice President
Tony Miles-Prouten, Vice President
Roger Dawson, Vice President

ADM International Ltd.
Paul B. Mulhollem, Managing
     Director
Dirk Bok, Senior Vice President
Robert Hobson, Senior Vice President
     and CFO
Sig Peterson, Vice President
Hidde Van der Wal, Vice President

ADM Investor Services, Inc.
Paul L. Krug, Jr., President
Richard W. Dodson, Senior Vice
     President
John D. Coffin, Vice President
Keith A. Jones, Vice President
Jeffery B. Lelliott, Vice President
26
     PAGE 27





ADM Milling Co.
Craig L. Hamlin, President
James C. Brainard, Vice President
Anthony A. Degnan, Vice President
Michael M. Marsh, Vice President
Roy L. Robinson, Vice President
Daniel L. Wells, Vice President
J. Robert Woolery, Vice President
     Arkady Products
Gerard A. Degnan, President
Bruce E. Criss, Vice President
Fred C. Livermore, Vice President

ADM North American Oilseed
Processing Division
John D. McNamara, President
Dennis Garceau, Vice President
Craig Huss, Vice President
Gary Berry, Vice President

ADM Protein Specialties Division
Larry H. Cunningham, President
Peter Fitch, Managing Director,
     Haldane Foods
Daun R. Henze, Vice President
John C. Painter, Vice President
Patricia S. Schroder, Vice President
John I. Wainright, Vice President

ADM Research Division
John E. Long, President
Thomas P. Binder, Vice President

ADM Trucking
W. H. Camp, President
William Patterson, Vice President

Agrinational Insurance Company
Richard P. Reising, President

Agri-Sales Inc.
Wendell Schwarz, President

American River Transportation Co.
Craig A. Fischer, President
Royce Wilken, Vice President
Gene Senesac, Vice President

Archer Daniels Midland
Shipping Co.
Gail F. Patterson, President
Dirk Bok, Vice President
Shuji Tani, Vice President

27
     PAGE 28




Benson-Quinn Company
Lawrence Neumann, President
Paul D. Savre, Executive Vice
     President and CFO
Lewis W. Batchelder, Vice President
Ronald A. Dinga, Vice President
Kevin A. Keiser, Vice President
Randal L. Narloch, Vice President

Collingwood Grain, Inc.
G. Lowell Downey, President
John Bair, Vice President
Peter Goetzmann, Vice President
Roy Space, Vice President
Randy Whisenhunt, Vice President

Demeter, Inc.
Burnell D Kraft, President
Kenneth E. Klemme, Vice President
Brian Schwalbe, Vice President

Gooch Foods, Inc.
Timothy O. Malm, President
Brent T. Braun, Vice President
Peter J. Kolb, Vice President
Robert M. Ryan, Vice President

Hickory Point Bank and Trust
Dale P. Arnold, President
Michael Gibson, Senior Vice
     President
June A. McCormick, Vice President
Kirk A. Myers, Vice President
Eugene Pride, Vice President
Deborah Warren, Vice President

MoorMan's Inc.
Mike Foster, President
Fred Gutzmann, Vice President
Dave Holzgraefe, Vice President

Rail Transportation Division
William H. Camp, President
Randall Neumeyer, Vice President

Southern Cellulose Products, Inc.
Jack McDonald, President

Southern Cotton Oil Company
Jack McDonald, President

Tabor Grain Co.
Burnell D Kraft, President
Marvin R. Rau, Vice President
Brian Schwalbe, Vice President
Kenneth Klemme, Vice President



Stock Exchanges     Archer Daniels Midland Company Common Stock
is listed and traded on the
New York Stock Exchange, Chicago Stock Exchange, Tokyo Stock
Exchange, Frankfurt Stock Exchange and the Swiss Exchange.

Transfer Agent and Registrar  Harris Trust and Savings Bank,
Corporate Trust Department, 311 West Monroe,
     P.O. Box A-3504, Chicago, Illinois 60690
     800/824-6309, 312/461-6001

Notice of Annual Meeting The Annual Meeting of Shareholders of
the Company will be held at the James R. Randall Research Center
(formerly ADM Lakeview Office), 1001 Brush College Road in
Decatur, Illinois at 10:00 a.m. on October 22, 1998. Proxies
will be requested by Management on or about September 16, 1998,
at which time a Proxy Statement and Form of Proxy will be sent
to Shareholders.

Independent Auditors     Ernst & Young LLP, Minneapolis,
Minnesota

Mailing Address     Archer Daniels Midland Company
     P. O. Box 1470
     Decatur, Illinois 62525

Internet  http://www.admworld.com

     Copies of the Company's Annual Report to the Securities and
Exchange Commission on Form 10-K will be available to
Shareholders without charge, during a reasonable period of time,
upon written request to the Corporate Relations Department.

     Archer Daniels Midland Company is an equal opportunity
employer.
28






  

5 YEAR JUN-30-1998 JUN-30-1998 346,325 379,169 1,990,686 0 2,562,650 5,451,714 10,440,382 5,117,678 13,833,534 3,717,303 2,847,130 0 0 4,936,649 1,568,263 13,833,534 16,108,630 16,108,630 14,727,670 14,727,670 0 0 293,220 610,012 206,403 403,609 0 0 0 403,609 .68 .68