<PAGE>   1
     As filed with the Securities and Exchange Commission on December 30, 1997
                                                         Registration No. 333-
================================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                               _________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                             _____________________

                       CORN PRODUCTS INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

     DELAWARE                                             22-3514823
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


  6500 SOUTH ARCHER ROAD                                        60501
  BEDFORD PARK, ILLINOIS                                     (Zip Code)
(Address of principal executive offices)


         CORN PRODUCTS INTERNATIONAL, INC. 1998 STOCK INCENTIVE PLAN
         EMPLOYEE BENEFITS AGREEMENT BETWEEN CPC INTERNATIONAL INC.
        AND CORN PRODUCTS INTERNATIONAL, INC. DATED DECEMBER 1, 1997
                          (Full title of the plans)

                               MARCIA E. DOANE
           VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY
                      CORN PRODUCTS INTERNATIONAL, INC.
                             6500 SOUTH ARCHER ROAD
                        BEDFORD PARK, ILLINOIS 60501
                               (708) 563-2400
                    (Name, address, and telephone number,
                 including area code, of agent for service)

                               with a copy to:

                                Joseph Schohl
                               Sidley & Austin
                          One First National Plaza
                           Chicago, Illinois 60603
                        ____________________________

                       CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=================================================================================================
                                             Proposed          Proposed
    Title of              Amount              maximum           maximum
Securities to be           to be             offering          aggregate         Amount of
   registered           registered        price per share    offering price   registration fee
=================================================================================================
<S>                <C>                    <C>              <C>                <C>
Common Stock,
$.01 par value(3)  4,234,850 shares(1)         $29.23(2)    $123,765,609(2)         $36,511
=================================================================================================
</TABLE>

(1)  Consists of 3,500,000 shares issuable pursuant to the Corn Products
     International, Inc. 1998 Stock Incentive Plan and 734,850 shares issuable
     pursuant to the Employee Benefits Agreement between Corn Products
     International, Inc. and CPC International Inc. dated December 1, 1997.
     This registration statement also covers an additional and indeterminate
     number of shares as may become issuable because of the provisions of the
     Plans relating to adjustments for changes resulting from stock dividends,
     stock splits and similar changes.

(2)  Estimated solely for the purpose of calculating the registration fee and,
     pursuant to Rule 457(h) under the Securities Act of 1933, based upon (i)
     as to options to purchase 551,624 shares, the weighted average exercise
     price of $ 10.70 per share, and (ii) as to the 3,683,226 remaining shares,
     the average of the high and low sale prices of when-issued trading of the
     Common Stock reported in the New York Stock Exchange Composite
     transactions on December 26, 1997, which was $ 32.00.

(3)  Includes 4,234,850 associated rights ("Rights") to purchase 1/100 of a
     share of Series A Junior Participating Preferred Stock, par value $.01 per
     share.  Rights initially are attached to and trade with the shares of
     Common Stock being registered hereby.  Value attributable to such Rights,
     if any, is reflected in the market price of the Common Stock.

================================================================================
<PAGE>   2



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


ITEM 1.  PLAN INFORMATION*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

         Information required by Part I to be contained in the Section 10(a) 
         prospectus is omitted from the Registration Statement in accordance 
         with Rule 428 under the Securities Act of 1933, as amended, and the 
         Note to Part I of Form S-8.
   

                                    PART II
                          INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Company's Registration Statement on Form 10, as amended (File No.
1-13397) has been filed with the Securities and Exchange Commission (the
"Commission") by Corn Products International, Inc. (the "Company") and is
incorporated herein by reference.

         All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), after the date of this Registration Statement and
prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the respective dates of filing of such documents (such documents,
and the documents enumerated above, being hereinafter referred to as
"Incorporated Documents").

         Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement.  Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES
         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The legality of the shares of Common Stock reserved for issuance under
the Corn Products International, Inc. 1998 Stock Incentive Plan (the "SIP") and
the Employee Benefits Agreement between CPC International Inc. and Corn Products
International, Inc., dated December 1, 1997 (the "Employee Benefits Agreement,"
and together with the SIP, the "Plans") has been passed upon for the Company by
Marcia E. Doane, Esq., Vice President, General Counsel of the Company.

ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

         Section 145 of the General Corporation Law of the State of Delaware 
(the "DGCL") provides, in summary, that directors and officers of Delaware
corporations such as the Company are entitled, under certain circumstances, to
be indemnified against all expenses and liabilities (including attorneys' fees)
incurred by them as a result of suits brought against them in their capacity as
a director or officer, if they acted in good faith and in a manner they 
reasonably believed to be in or not opposed to the best interests of the 
corporation, and, with respect to any criminal action or proceeding, if they 
had no reasonable cause to believe their conduct 



<PAGE>   3


was unlawful; provided, that no indemnification may be made against expenses in 
respect of any claim, issue or matter as to which they shall have been adjudged
to be liable to the corporation, unless and only to the extent that the court in
which such action or suit was brought shall determine upon application that
despite the adjudication of liability but in view of all the circumstances of
the case, they are fairly and reasonably entitled to indemnity for such expenses
which such court shall deem proper.  Any such indemnification may be made by the
corporation only as authorized in each specific case upon a determination by the
stockholders or disinterested directors that indemnification is proper because
the indemnitee has met the applicable standard of conduct.

     Article VII of the Company's Amended By-Laws entitles officers, directors
and controlling persons of the Company to indemnification to the full extent
permitted by Section 145 of DGCL, as the same may be supplemented or amended
from time to time.

     Article VII of the Bylaws of Corn Products International, Inc. provides:

                                "Indemnification

     Section 1.  Each person who was or is made a party or is threatened to be
made a party to or is involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereafter a "proceeding"), by
reason of the fact that he, or a person for whom he is the legal
representative, is or was a director, officer or employee of the Company or is
or was serving at the request of the Company as a director, officer or employee
of another corporation, partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, shall be indemnified
by the Company to the fullest extent permitted by the Delaware General
Corporation Law, as the same exists or may hereafter be amended, against all
expense, liability and loss (including attorneys' fees, judgments, fines, ERISA
excise taxes, penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection with such service;
provided, however, that the Company shall indemnify any such person seeking
indemnification in connection with a proceeding initiated by him only if such
proceeding was authorized by the Board of Directors, either generally or in the
specific instance.  The right to indemnification shall include the advancement
of expenses incurred in defending any such proceeding in advance of its final
disposition in accordance with procedures established from time to time by the
Board of Directors; provided, however, that, if the Delaware General
Corporation Law so requires, the director, officer or employee shall deliver to
the Company an undertaking to repay all amounts so advanced if it shall
ultimately be determined that he is not entitled to be indemnified under this
Article or otherwise.

     Section 2.  The rights of indemnification provided in this Article shall
be in addition to any rights to which any person may otherwise be entitled by
law or under any By-law, agreement, vote of stockholders or disinterested
directors, or otherwise.  Such rights shall continue as to any person who has
ceased to be a director, officer or employee and shall inure to the benefit of
his heirs, executors and administrators, and shall be applicable to proceedings
commenced after the adoption hereof, whether arising from acts or omissions
occurring before or after the adoption hereof.

     Section 3.  The Company may purchase and maintain insurance to protect any
person against any liability or expense asserted against or incurred by such
person in connection with any proceeding, whether or not the Company would have
the power to indemnify such person against such liability or expense by law or
under this Article or otherwise.  The Company may create a trust fund, grant a
security interest or use other means (including, without limitation, a letter
of credit) to insure the payment of such sums as may become necessary to effect
indemnification as provided herein."

     The Company has entered into separate indemnification agreements with
directors and officers of the Company, pursuant to which the Company will
indemnify such directors and officers to the fullest extent permitted by
Delaware law and the Company's Amended By-laws, as the same may be amended from
time to time.

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the 
Registrant pursuant to the foregoing provisions, the Company has been informed 
that in the opinion of the Securities and Exchange Commission such 
indemnification is against public policy as expressed in the Securities Act of 
1933 and is therefore unenforceable.

                                     II-2


<PAGE>   4



ITEM 7.  EXEMPTIONS FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.

<TABLE>
<CAPTION>

EXHIBIT
  NO.                                            DESCRIPTION
-------                                          -----------

<S>        <C> 
4(a)       Certificate of Incorporation of the Company, as amended             
           (incorporated by reference to the Company's Registration Statement on
           Form 10, as amended (File No. 1-13397)).                            
4(b)       Amended By-laws of the Company (incorporated by reference to the    
           Company's Registration Statement on Form 10, as amended (File No.   
           1-13397)).                                                          
4(c)       Rights Agreement, dated as of November 19, 1997, between the Company
           and  First Chicago Trust Company of New York, as Rights Agent       
           (incorporated by reference to the Company's Registration Statement on
           Form 8-A (File No. 1-13397)).                                       
*4(d)      The Company's 1998 Stock Incentive Plan.                            
*4(e)      The Company's Employee Benefits Agreement.                          
*5         Opinion of Marcia E. Doane, Esq.                                    
*23(a)     Consent of KPMG Peat Marwick LLP.                                   
*23(b)     Consent of Marcia E. Doane, Esq. (contained in Exhibit 5 hereto).   
24         Powers of Attorney (contained on signature page hereto).            
</TABLE>                                                                       
                                                                               
                                                                               
_______________                                                                
*  Filed herewith                                                              

ITEM 9. UNDERTAKINGS

     (a)  The registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

         (i)  To include any prospectus required by Section 10(a)(3) of the
     Securities Act of 1933;

         (ii)  To reflect in the prospectus any facts or events arising after 
     the effective date of this Registration Statement (or the most recent
     post-effective amendment hereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in this
     Registration Statement; and

         (iii)  To include any material information with respect to the plan of
     distribution not previously disclosed in the registration statement or any
     material change to such information in the registration statement.

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if this Registration Statement is on Form S-3 or Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.

     (2)  That, for purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new 
registration statement relating to the securities offered therein, and the 
offering of such securities at that time shall be deemed to be the initial 
bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment
any of the securities being registered which remained unsold at the termination
of the offering.


                                     II-3



<PAGE>   5
     (b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.


                                     II-4

<PAGE>   6

                                      
                                  SIGNATURES


     The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Bedford Park, State of Illinois on
this 30th day of December, 1997.


                                       CORN PRODUCTS INTERNATIONAL, INC.       
                                                                               
                                                                               
                                       By:         /S/ KONRAD SCHLATTER        
                                           ----------------------------------
                                           Konrad Schlatter                    
                                           Chief Executive Officer             
                                                                               


     Each of the undersigned officers and directors of the Registrant hereby
severally constitutes and appoints Marcia E. Doane, their true and lawful
attorney-in-fact for the undersigned, in any and all capacities, with full
power of substitution, to sign any and all amendments to this Registration
Statement (including post-effective amendments), and to file the same with
exhibits thereto and other documents in connection therewith, with the
Commission, granting unto each said attorneys-in-fact full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on December 30, 1997


     SIGNATURE                               TITLE(S)
     ---------                               --------



/s/ KONRAD SCHLATTER                     Chairman, Chief Executive Officer
--------------------------------         and Director
    Konrad Schlatter                                            


/s/ SAMUEL C. SCOTT                      President, Chief Operating Officer
--------------------------------         and Director
    Samuel C. Scott                                 



/s/ JAMES W. RIPLEY                      Vice President - Finance and
--------------------------------         Chief Financial Officer              
    James W. Ripley                      (principal financial and accounting
                                         officer)                           
                                                                            


/s/ IGNACIO ARANGUREN-CASTIELLO          Director
--------------------------------
    Ignacio Aranguren-Castiello


/s/ ALFRED C. DECRANE, JR.               Director
--------------------------------
    Alfred C. DeCrane, Jr.


/s/ WILLIAM C. FERGUSON                  Director
--------------------------------
    William C. Ferguson



                                     II-5
<PAGE>   7




/s/ RICHARD G. HOLDER                    Director
--------------------------------
    Richard G. Holder


/s/ BERNARD H. KASTORY                   Director
--------------------------------
    Bernard H. Kastory


/s/ WILLIAM S. NORMAN                    Director
--------------------------------
    William S. Norman


/s/ CLIFFORD B. STORMS                   Director
--------------------------------
    Clifford B. Storms


                                     II-6
<PAGE>   8



                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
EXHIBIT
NUMBER                 DESCRIPTION OF EXHIBIT
-------                ----------------------


<S>        <C> 
4(a)       Certificate of Incorporation of the Company, as amended             
           (incorporated by reference to the Company's Registration Statement on
           Form 10, as amended (File No. 1-13397)).                            
4(b)       Amended By-laws of the Company (incorporated by reference to the    
           Company's Registration Statement on Form 10, as amended (File No.   
           1-13397)).                                                          
4(c)       Rights Agreement, dated as of November 19, 1997, between the Company
           and  First Chicago Trust Company of New York, as Rights Agent       
           (incorporated by reference to the Company's Registration Statement on
           Form 8-A (File No. 1-13397)).                                       
*4(d)      The Company's 1998 Stock Incentive Plan.                            
*4(e)      The Company's Employee Benefits Agreement.                          
*5         Opinion of Marcia E. Doane, Esq.                                    
*23(a)     Consent of KPMG Peat Marwick LLP.                                   
*23(b)     Consent of Marcia E. Doane, Esq. (contained in Exhibit 5 hereto).   
24         Powers of Attorney (contained on signature page hereto).            
</TABLE>                                                                       
                                                                               
_______________
*  Filed herewith

                                     II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 24301}]
{"company-data": {"conformed-name": "CORN PRODUCTS INTERNATIONAL INC", "cik": "0001046257", "assigned-sic": "2030", "irs-number": "223514823", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43525", "film-number": "97747291"}, "business-address": {"street1": "PO BOX 345", "street2": "6500 ARCHER RD", "city": "SUMMIT", "state": "IL", "zip": "60501", "phone": "7085636500"}, "mail-address": {"street1": "CORN PRODUCTS INTERNATIONAL INC", "street2": "PO BOX 345 6500 ARCHER RD", "city": "SUMMIT", "state": "IL", "zip": "60501"}}
1
     As filed with the Securities and Exchange Commission on December 30, 1997
                                                         Registration No. 333-
================================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                               _________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                             _____________________

                       CORN PRODUCTS INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

     DELAWARE                                             22-3514823
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

  6500 SOUTH ARCHER ROAD                                        60501
  BEDFORD PARK, ILLINOIS                                     (Zip Code)
(Address of principal executive offices)

         CORN PRODUCTS INTERNATIONAL, INC. 1998 STOCK INCENTIVE PLAN
         EMPLOYEE BENEFITS AGREEMENT BETWEEN CPC INTERNATIONAL INC.
        AND CORN PRODUCTS INTERNATIONAL, INC. DATED DECEMBER 1, 1997
                          (Full title of the plans)

                               MARCIA E. DOANE
           VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY
                      CORN PRODUCTS INTERNATIONAL, INC.
                             6500 SOUTH ARCHER ROAD
                        BEDFORD PARK, ILLINOIS 60501
                               (708) 563-2400
                    (Name, address, and telephone number,
                 including area code, of agent for service)

                               with a copy to:

                                Joseph Schohl
                               Sidley & Austin
                          One First National Plaza
                           Chicago, Illinois 60603
                        ____________________________

                       CALCULATION OF REGISTRATION FEE
=================================================================================================
                                             Proposed          Proposed
    Title of              Amount              maximum           maximum
Securities to be           to be             offering          aggregate         Amount of
   registered           registered        price per share    offering price   registration fee
=================================================================================================
Common Stock,
$.01 par value(3)  4,234,850 shares(1)         $29.23(2)    $123,765,609(2)         $36,511
=================================================================================================
(1)  Consists of 3,500,000 shares issuable pursuant to the Corn Products
     International, Inc. 1998 Stock Incentive Plan and 734,850 shares issuable
     pursuant to the Employee Benefits Agreement between Corn Products
     International, Inc. and CPC International Inc. dated December 1, 1997.
     This registration statement also covers an additional and indeterminate
     number of shares as may become issuable because of the provisions of the
     Plans relating to adjustments for changes resulting from stock dividends,
     stock splits and similar changes.

(2)  Estimated solely for the purpose of calculating the registration fee and,
     pursuant to Rule 457(h) under the Securities Act of 1933, based upon (i)
     as to options to purchase 551,624 shares, the weighted average exercise
     price of $ 10.70 per share, and (ii) as to the 3,683,226 remaining shares,
     the average of the high and low sale prices of when-issued trading of the
     Common Stock reported in the New York Stock Exchange Composite
     transactions on December 26, 1997, which was $ 32.00.

(3)  Includes 4,234,850 associated rights ("Rights") to purchase 1/100 of a
     share of Series A Junior Participating Preferred Stock, par value $.01 per
     share.  Rights initially are attached to and trade with the shares of
     Common Stock being registered hereby.  Value attributable to such Rights,
     if any, is reflected in the market price of the Common Stock.

================================================================================
2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

         Information required by Part I to be contained in the Section 10(a) 
         prospectus is omitted from the Registration Statement in accordance 
         with Rule 428 under the Securities Act of 1933, as amended, and the 
         Note to Part I of Form S-8.
   

                                    PART II
                          INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Company's Registration Statement on Form 10, as amended (File No.
1-13397) has been filed with the Securities and Exchange Commission (the
"Commission") by Corn Products International, Inc. (the "Company") and is
incorporated herein by reference.

         All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), after the date of this Registration Statement and
prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the respective dates of filing of such documents (such documents,
and the documents enumerated above, being hereinafter referred to as
"Incorporated Documents").

         Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement.  Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES
         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The legality of the shares of Common Stock reserved for issuance under
the Corn Products International, Inc. 1998 Stock Incentive Plan (the "SIP") and
the Employee Benefits Agreement between CPC International Inc. and Corn Products
International, Inc., dated December 1, 1997 (the "Employee Benefits Agreement,"
and together with the SIP, the "Plans") has been passed upon for the Company by
Marcia E. Doane, Esq., Vice President, General Counsel of the Company.

ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

         Section 145 of the General Corporation Law of the State of Delaware 
(the "DGCL") provides, in summary, that directors and officers of Delaware
corporations such as the Company are entitled, under certain circumstances, to
be indemnified against all expenses and liabilities (including attorneys' fees)
incurred by them as a result of suits brought against them in their capacity as
a director or officer, if they acted in good faith and in a manner they 
reasonably believed to be in or not opposed to the best interests of the 
corporation, and, with respect to any criminal action or proceeding, if they 
had no reasonable cause to believe their conduct
3

was unlawful; provided, that no indemnification may be made against expenses in 
respect of any claim, issue or matter as to which they shall have been adjudged
to be liable to the corporation, unless and only to the extent that the court in
which such action or suit was brought shall determine upon application that
despite the adjudication of liability but in view of all the circumstances of
the case, they are fairly and reasonably entitled to indemnity for such expenses
which such court shall deem proper.  Any such indemnification may be made by the
corporation only as authorized in each specific case upon a determination by the
stockholders or disinterested directors that indemnification is proper because
the indemnitee has met the applicable standard of conduct.

     Article VII of the Company's Amended By-Laws entitles officers, directors
and controlling persons of the Company to indemnification to the full extent
permitted by Section 145 of DGCL, as the same may be supplemented or amended
from time to time.

     Article VII of the Bylaws of Corn Products International, Inc. provides:

                                "Indemnification

     Section 1.  Each person who was or is made a party or is threatened to be
made a party to or is involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereafter a "proceeding"), by
reason of the fact that he, or a person for whom he is the legal
representative, is or was a director, officer or employee of the Company or is
or was serving at the request of the Company as a director, officer or employee
of another corporation, partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, shall be indemnified
by the Company to the fullest extent permitted by the Delaware General
Corporation Law, as the same exists or may hereafter be amended, against all
expense, liability and loss (including attorneys' fees, judgments, fines, ERISA
excise taxes, penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection with such service;
provided, however, that the Company shall indemnify any such person seeking
indemnification in connection with a proceeding initiated by him only if such
proceeding was authorized by the Board of Directors, either generally or in the
specific instance.  The right to indemnification shall include the advancement
of expenses incurred in defending any such proceeding in advance of its final
disposition in accordance with procedures established from time to time by the
Board of Directors; provided, however, that, if the Delaware General
Corporation Law so requires, the director, officer or employee shall deliver to
the Company an undertaking to repay all amounts so advanced if it shall
ultimately be determined that he is not entitled to be indemnified under this
Article or otherwise.

     Section 2.  The rights of indemnification provided in this Article shall
be in addition to any rights to which any person may otherwise be entitled by
law or under any By-law, agreement, vote of stockholders or disinterested
directors, or otherwise.  Such rights shall continue as to any person who has
ceased to be a director, officer or employee and shall inure to the benefit of
his heirs, executors and administrators, and shall be applicable to proceedings
commenced after the adoption hereof, whether arising from acts or omissions
occurring before or after the adoption hereof.

     Section 3.  The Company may purchase and maintain insurance to protect any
person against any liability or expense asserted against or incurred by such
person in connection with any proceeding, whether or not the Company would have
the power to indemnify such person against such liability or expense by law or
under this Article or otherwise.  The Company may create a trust fund, grant a
security interest or use other means (including, without limitation, a letter
of credit) to insure the payment of such sums as may become necessary to effect
indemnification as provided herein."

     The Company has entered into separate indemnification agreements with
directors and officers of the Company, pursuant to which the Company will
indemnify such directors and officers to the fullest extent permitted by
Delaware law and the Company's Amended By-laws, as the same may be amended from
time to time.

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the 
Registrant pursuant to the foregoing provisions, the Company has been informed 
that in the opinion of the Securities and Exchange Commission such 
indemnification is against public policy as expressed in the Securities Act of 
1933 and is therefore unenforceable.

                                     II-2
4

ITEM 7.  EXEMPTIONS FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.
EXHIBIT
  NO.                                            DESCRIPTION
-------                                          -----------
4(a)       Certificate of Incorporation of the Company, as amended             
           (incorporated by reference to the Company's Registration Statement on
           Form 10, as amended (File No. 1-13397)).                            
4(b)       Amended By-laws of the Company (incorporated by reference to the    
           Company's Registration Statement on Form 10, as amended (File No.   
           1-13397)).                                                          
4(c)       Rights Agreement, dated as of November 19, 1997, between the Company
           and  First Chicago Trust Company of New York, as Rights Agent       
           (incorporated by reference to the Company's Registration Statement on
           Form 8-A (File No. 1-13397)).                                       
*4(d)      The Company's 1998 Stock Incentive Plan.                            
*4(e)      The Company's Employee Benefits Agreement.                          
*5         Opinion of Marcia E. Doane, Esq.                                    
*23(a)     Consent of KPMG Peat Marwick LLP.                                   
*23(b)     Consent of Marcia E. Doane, Esq. (contained in Exhibit 5 hereto).   
24         Powers of Attorney (contained on signature page hereto).
_______________                                                                
*  Filed herewith                                                              

ITEM 9. UNDERTAKINGS

     (a)  The registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

         (i)  To include any prospectus required by Section 10(a)(3) of the
     Securities Act of 1933;

         (ii)  To reflect in the prospectus any facts or events arising after 
     the effective date of this Registration Statement (or the most recent
     post-effective amendment hereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in this
     Registration Statement; and

         (iii)  To include any material information with respect to the plan of
     distribution not previously disclosed in the registration statement or any
     material change to such information in the registration statement.

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if this Registration Statement is on Form S-3 or Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.

     (2)  That, for purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new 
registration statement relating to the securities offered therein, and the 
offering of such securities at that time shall be deemed to be the initial 
bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment
any of the securities being registered which remained unsold at the termination
of the offering.

                                     II-3
5
     (b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.

                                     II-4
6

                                      
                                  SIGNATURES

     The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Bedford Park, State of Illinois on
this 30th day of December, 1997.

                                       CORN PRODUCTS INTERNATIONAL, INC.       
                                                                               
                                                                               
                                       By:         /S/ KONRAD SCHLATTER        
                                           ----------------------------------
                                           Konrad Schlatter                    
                                           Chief Executive Officer             
                                                                               

     Each of the undersigned officers and directors of the Registrant hereby
severally constitutes and appoints Marcia E. Doane, their true and lawful
attorney-in-fact for the undersigned, in any and all capacities, with full
power of substitution, to sign any and all amendments to this Registration
Statement (including post-effective amendments), and to file the same with
exhibits thereto and other documents in connection therewith, with the
Commission, granting unto each said attorneys-in-fact full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on December 30, 1997

     SIGNATURE                               TITLE(S)
     ---------                               --------

/s/ KONRAD SCHLATTER                     Chairman, Chief Executive Officer
--------------------------------         and Director
    Konrad Schlatter                                            

/s/ SAMUEL C. SCOTT                      President, Chief Operating Officer
--------------------------------         and Director
    Samuel C. Scott                                 

/s/ JAMES W. RIPLEY                      Vice President - Finance and
--------------------------------         Chief Financial Officer              
    James W. Ripley                      (principal financial and accounting
                                         officer)                           
                                                                            

/s/ IGNACIO ARANGUREN-CASTIELLO          Director
--------------------------------
    Ignacio Aranguren-Castiello

/s/ ALFRED C. DECRANE, JR.               Director
--------------------------------
    Alfred C. DeCrane, Jr.

/s/ WILLIAM C. FERGUSON                  Director
--------------------------------
    William C. Ferguson

                                     II-5
7

/s/ RICHARD G. HOLDER                    Director
--------------------------------
    Richard G. Holder

/s/ BERNARD H. KASTORY                   Director
--------------------------------
    Bernard H. Kastory

/s/ WILLIAM S. NORMAN                    Director
--------------------------------
    William S. Norman

/s/ CLIFFORD B. STORMS                   Director
--------------------------------
    Clifford B. Storms

                                     II-6
8

                                 EXHIBIT INDEX
EXHIBIT
NUMBER                 DESCRIPTION OF EXHIBIT
-------                ----------------------
4(a)       Certificate of Incorporation of the Company, as amended             
           (incorporated by reference to the Company's Registration Statement on
           Form 10, as amended (File No. 1-13397)).                            
4(b)       Amended By-laws of the Company (incorporated by reference to the    
           Company's Registration Statement on Form 10, as amended (File No.   
           1-13397)).                                                          
4(c)       Rights Agreement, dated as of November 19, 1997, between the Company
           and  First Chicago Trust Company of New York, as Rights Agent       
           (incorporated by reference to the Company's Registration Statement on
           Form 8-A (File No. 1-13397)).                                       
*4(d)      The Company's 1998 Stock Incentive Plan.                            
*4(e)      The Company's Employee Benefits Agreement.                          
*5         Opinion of Marcia E. Doane, Esq.                                    
*23(a)     Consent of KPMG Peat Marwick LLP.                                   
*23(b)     Consent of Marcia E. Doane, Esq. (contained in Exhibit 5 hereto).   
24         Powers of Attorney (contained on signature page hereto).
_______________
*  Filed herewith

                                     II-7