<PAGE>   1
                                                      Registration No. 333-

     As filed with the Securities and Exchange Commission on March 23, 2000

                       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             (IRS Employer Identification No.)
   Incorporation or Organization)

             6500 SOUTH ARCHER AVENUE, BEDFORD PARK, ILLINOIS 60501
             (Address of Principal Executive Offices)    (Zip Code)

          CORN PRODUCTS INTERNATIONAL, INC. RETIREMENT SAVINGS PLAN and
 CORN PRODUCTS INTERNATIONAL, INC. RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES
                            (Full Title of the Plans)

                                 MARCIA E. DOANE
             Vice President, General Counsel and Corporate Secretary
                        Corn Products International, Inc.
                            6500 South Archer Avenue
                          Bedford Park, Illinois 60501
                     (Name and Address of Agent For Service)

                                 (708) 563-2400
          (Telephone Number, Including Area Code, of Agent For Service)


                          ----------------------------



                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------------
                             Proposed Maximum
 Title Of Securities To        Amount To Be        Offering Price Per         Proposed Maximum         Amount Of
      Be Registered             Registered                Share           Aggregate Offering Price  Registration Fee
---------------------------------------------------------------------------------------------------------------------
<S>                       <C>                        <C>                   <C>                     <C>
Common Stock, $.01 par     1,000,000  shares (1)      $2,434,375(2)            $24,343,750(2)           $6,426.75
value (3)
---------------------------------------------------------------------------------------------------------------------

</TABLE>


(1)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         as amended, this registration statement also covers an indeterminate
         amount of interests to be offered or sold pursuant to the employee
         benefit plans described herein.
(2)      Estimated pursuant to Rule 457(h)(1) solely for the purpose of
         calculating the registration fee. Estimate based on the average of the
         high and low share prices reported on the New York Stock Exchange for
         March 20, 2000.
(3)      Includes 1,000,000 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 following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by Corn Products International, Inc. (the
"Company" or the "Corporation") are incorporated herein by reference:

                  (a) The Company's Annual Report on Form 10-K for the year
         ended December 31, 1998 filed under the Securities Exchange Act of
         1934, as amended (the "Exchange Act");

                  (b) The Company's Quarterly Reports on Form 10-Q for the
         quarters ended March 31, 1999, June 30, 1999 and September 30, 1999
         filed under the Exchange Act;

                  (c) The Company's Current Reports on Forms 8-K and 8-K/A filed
         under the Exchange Act on February 2, 1999, February 16, 1999 and
         August 27, 1999;

                  (d) The description of the common stock, par value $.01 per
         share, of the Company which is contained in the Company's Report on
         Form 8-A, dated December 17, 1997, and filed with the Commission;

                  (e) All other reports filed pursuant to Section 13(a) or 15(d)
         of the Exchange Act since December 31, 1998; and

         All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of 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.



<PAGE>   3


ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         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 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 Company's By-laws provides:

                                 INDEMNIFICATION

                  Section 1. Each person who was or is made a party to or is
         threatened to be made a party to or is involved in any action, suit or
         proceeding, whether civil, criminal, administrative or investigative
         (hereinafter a "proceeding"), by reason of the fact that he, she, or a
         person for whom he or she is the legal representative, is or was a
         director, officer or employee of the Corporation or is or was serving
         at the request of the Corporation 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 Corporation 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




                                       2
<PAGE>   4



         amounts paid or to be paid in settlement) reasonably incurred or
         suffered by such person in connection with such service; provided,
         however that the Corporation shall indemnify any such person seeking
         indemnification in connection with a proceeding initiated by him or her
         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 Corporation an undertaking to repay all amounts so
         advanced if it shall ultimately be determined that he or she 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. Unless otherwise
         provided when authorized or ratified, 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 or her 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 Corporation 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 Corporation would have the power to indemnify such person
         against such liability or expense by law or under this Article or
         otherwise. The Corporation 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.




                                       3
<PAGE>   5



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)      Corn Products International, Inc. Retirement Savings Plan
             (incorporated by reference to the Company's Registration Statement
             on Form S-8 filed with the Commission on December 30, 1997 (File
             No. 333-43479)).

   4(e)      Amendments to Corn Products International, Inc. Retirement Savings
             Plan (incorporated by reference to the Company's Registration
             Statement on Form S-8 filed with the Commission on February 1, 1999
             (File No. 333-71573)).

   4(f)      Corn Products International, Inc. Retirement Savings Plan for
             Hourly Employees (incorporated by reference to the Company's
             Registration Statement on Form S-8 filed with the Commission on
             February 1, 1999 (File No. 333-71573)).

 *23(a)      Consent of KPMG LLP.

 *24         Powers of Attorney contained on signature page hereto.
------------------------

*Filed herewith



                                       4
<PAGE>   6




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 this Registration Statement or any material change to such
                  information in this 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.

         (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.




                                       5
<PAGE>   7



         (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 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.

         (d) The undersigned registrant hereby undertakes to comply in a timely
manner with any changes to the Corn Products International, Inc. Retirement
Savings Plan and the Corn Products International, Inc. Retirement Savings Plan
for Hourly Employees required by the Internal Revenue Service (the "IRS") in
order to obtain a favorable determination letter from the IRS in a timely
manner.





                                       6
<PAGE>   8




                                   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 Mexico, Federal District, Republic of Mexico on
this 22nd day of March, 2000.

                                   CORN PRODUCTS INTERNATIONAL, INC.


                                   By:   /s/ Konrad Schlatter
                                      --------------------------------------
                                         Konrad Schlatter
                                         Chief Executive Officer



                                       7
<PAGE>   9


         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 March 22, 2000:

<TABLE>
<CAPTION>

             SIGNATURE                                      TITLE(S)
<S>                                  <C>
 /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)

            *
--------------------------------      Director
     Ignacio Aranguren-Castiello

            *
--------------------------------      Director
     Alfred C. DeCrane, Jr.

            *
--------------------------------      Director
     William C. Ferguson

            *
--------------------------------      Director
     Guenther E. Greiner

            *
--------------------------------      Director
     Ronald M. Gross

            *
--------------------------------      Director
     Richard G. Holder

            *
--------------------------------      Director
     Bernard H. Kastory

            *
--------------------------------      Director
     William S. Norman

            *
--------------------------------      Director             * By:  /s/ Marcia E. Doane
     Clifford B. Storms                                         -------------------------------
                                                                Attorney-in-Fact
</TABLE>
<PAGE>   10
         The Corn Products International, Inc. Retirement Savings Plan. Pursuant
to the requirement of the Securities Act of 1933, as amended, the Plan
administrator 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 22nd day of March, 2000.



                              CORN PRODUCTS INTERNATIONAL, INC.
                              RETIREMENT SAVINGS PLAN


                              By:  /s/ John Surowiec
                                  -------------------------------------
                                       Name:   John Surowiec
                                       Title:  Plan Administrator


         The Corn Products International, Inc. Retirement Savings Plan for
Hourly Employees. Pursuant to the requirement of the Securities Act of 1933, as
amended, the Plan administrator 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 22nd day of March, 2000.


                              CORN PRODUCTS INTERNATIONAL, INC.
                              RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES


                              By:  /s/ John Surowiec
                                  -------------------------------------
                                       Name:   John Surowiec
                                       Title:  Plan Administrator




<PAGE>   11



                                  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)       Corn Products International, Inc. Retirement Savings Plan
             (incorporated by reference to the Company's Registration Statement
             on Form S-8 filed with the Commission on December 30, 1997 (File
             No. 333-43479)).

  4(e)       Amendments to Corn Products International, Inc. Retirement Savings
             Plan (incorporated by reference to the Company's Registration
             Statement on Form S-8 filed with the Commission on February 1, 1999
             (File No. 333-71573)).

  4(f)       Corn Products International, Inc. Retirement Savings Plan for
             Hourly Employees (incorporated by reference to the Company's
             Registration Statement on Form S-8 filed with the Commission on
             February 1, 1999 (File No. 333-71573)).

*23(a)       Consent of KPMG LLP.

*24          Powers of Attorney contained on signature page hereto.

------------------------

*Filed herewith
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 24422}]
{"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": "333-33100", "film-number": "576342"}, "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
                                                      Registration No. 333-

     As filed with the Securities and Exchange Commission on March 23, 2000

                       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             (IRS Employer Identification No.)
   Incorporation or Organization)

             6500 SOUTH ARCHER AVENUE, BEDFORD PARK, ILLINOIS 60501
             (Address of Principal Executive Offices)    (Zip Code)

          CORN PRODUCTS INTERNATIONAL, INC. RETIREMENT SAVINGS PLAN and
 CORN PRODUCTS INTERNATIONAL, INC. RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES
                            (Full Title of the Plans)

                                 MARCIA E. DOANE
             Vice President, General Counsel and Corporate Secretary
                        Corn Products International, Inc.
                            6500 South Archer Avenue
                          Bedford Park, Illinois 60501
                     (Name and Address of Agent For Service)

                                 (708) 563-2400
          (Telephone Number, Including Area Code, of Agent For Service)

                          ----------------------------

                         CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
                             Proposed Maximum
 Title Of Securities To        Amount To Be        Offering Price Per         Proposed Maximum         Amount Of
      Be Registered             Registered                Share           Aggregate Offering Price  Registration Fee
---------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par     1,000,000  shares (1)      $2,434,375(2)            $24,343,750(2)           $6,426.75
value (3)
---------------------------------------------------------------------------------------------------------------------
(1)      In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         as amended, this registration statement also covers an indeterminate
         amount of interests to be offered or sold pursuant to the employee
         benefit plans described herein.
(2)      Estimated pursuant to Rule 457(h)(1) solely for the purpose of
         calculating the registration fee. Estimate based on the average of the
         high and low share prices reported on the New York Stock Exchange for
         March 20, 2000.
(3)      Includes 1,000,000 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 following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by Corn Products International, Inc. (the
"Company" or the "Corporation") are incorporated herein by reference:

                  (a) The Company's Annual Report on Form 10-K for the year
         ended December 31, 1998 filed under the Securities Exchange Act of
         1934, as amended (the "Exchange Act");

                  (b) The Company's Quarterly Reports on Form 10-Q for the
         quarters ended March 31, 1999, June 30, 1999 and September 30, 1999
         filed under the Exchange Act;

                  (c) The Company's Current Reports on Forms 8-K and 8-K/A filed
         under the Exchange Act on February 2, 1999, February 16, 1999 and
         August 27, 1999;

                  (d) The description of the common stock, par value $.01 per
         share, of the Company which is contained in the Company's Report on
         Form 8-A, dated December 17, 1997, and filed with the Commission;

                  (e) All other reports filed pursuant to Section 13(a) or 15(d)
         of the Exchange Act since December 31, 1998; and

         All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of 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.
3

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         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 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 Company's By-laws provides:

                                 INDEMNIFICATION

                  Section 1. Each person who was or is made a party to or is
         threatened to be made a party to or is involved in any action, suit or
         proceeding, whether civil, criminal, administrative or investigative
         (hereinafter a "proceeding"), by reason of the fact that he, she, or a
         person for whom he or she is the legal representative, is or was a
         director, officer or employee of the Corporation or is or was serving
         at the request of the Corporation 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 Corporation 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

                                       2
4

         amounts paid or to be paid in settlement) reasonably incurred or
         suffered by such person in connection with such service; provided,
         however that the Corporation shall indemnify any such person seeking
         indemnification in connection with a proceeding initiated by him or her
         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 Corporation an undertaking to repay all amounts so
         advanced if it shall ultimately be determined that he or she 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. Unless otherwise
         provided when authorized or ratified, 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 or her 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 Corporation 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 Corporation would have the power to indemnify such person
         against such liability or expense by law or under this Article or
         otherwise. The Corporation 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.

                                       3
5

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)      Corn Products International, Inc. Retirement Savings Plan
             (incorporated by reference to the Company's Registration Statement
             on Form S-8 filed with the Commission on December 30, 1997 (File
             No. 333-43479)).

   4(e)      Amendments to Corn Products International, Inc. Retirement Savings
             Plan (incorporated by reference to the Company's Registration
             Statement on Form S-8 filed with the Commission on February 1, 1999
             (File No. 333-71573)).

   4(f)      Corn Products International, Inc. Retirement Savings Plan for
             Hourly Employees (incorporated by reference to the Company's
             Registration Statement on Form S-8 filed with the Commission on
             February 1, 1999 (File No. 333-71573)).

 *23(a)      Consent of KPMG LLP.

 *24         Powers of Attorney contained on signature page hereto.
------------------------

*Filed herewith

                                       4
6

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 this Registration Statement or any material change to such
                  information in this 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.

         (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.

                                       5
7

         (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 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.

         (d) The undersigned registrant hereby undertakes to comply in a timely
manner with any changes to the Corn Products International, Inc. Retirement
Savings Plan and the Corn Products International, Inc. Retirement Savings Plan
for Hourly Employees required by the Internal Revenue Service (the "IRS") in
order to obtain a favorable determination letter from the IRS in a timely
manner.

                                       6
8

                                   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 Mexico, Federal District, Republic of Mexico on
this 22nd day of March, 2000.

                                   CORN PRODUCTS INTERNATIONAL, INC.

                                   By:   /s/ Konrad Schlatter
                                      --------------------------------------
                                         Konrad Schlatter
                                         Chief Executive Officer

                                       7
9

         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 March 22, 2000:
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)

            *
--------------------------------      Director
     Ignacio Aranguren-Castiello

            *
--------------------------------      Director
     Alfred C. DeCrane, Jr.

            *
--------------------------------      Director
     William C. Ferguson

            *
--------------------------------      Director
     Guenther E. Greiner

            *
--------------------------------      Director
     Ronald M. Gross

            *
--------------------------------      Director
     Richard G. Holder

            *
--------------------------------      Director
     Bernard H. Kastory

            *
--------------------------------      Director
     William S. Norman

            *
--------------------------------      Director             * By:  /s/ Marcia E. Doane
     Clifford B. Storms                                         -------------------------------
                                                                Attorney-in-Fact
10
         The Corn Products International, Inc. Retirement Savings Plan. Pursuant
to the requirement of the Securities Act of 1933, as amended, the Plan
administrator 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 22nd day of March, 2000.

                              CORN PRODUCTS INTERNATIONAL, INC.
                              RETIREMENT SAVINGS PLAN

                              By:  /s/ John Surowiec
                                  -------------------------------------
                                       Name:   John Surowiec
                                       Title:  Plan Administrator

         The Corn Products International, Inc. Retirement Savings Plan for
Hourly Employees. Pursuant to the requirement of the Securities Act of 1933, as
amended, the Plan administrator 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 22nd day of March, 2000.

                              CORN PRODUCTS INTERNATIONAL, INC.
                              RETIREMENT SAVINGS PLAN FOR HOURLY EMPLOYEES

                              By:  /s/ John Surowiec
                                  -------------------------------------
                                       Name:   John Surowiec
                                       Title:  Plan Administrator
11

                                  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)       Corn Products International, Inc. Retirement Savings Plan
             (incorporated by reference to the Company's Registration Statement
             on Form S-8 filed with the Commission on December 30, 1997 (File
             No. 333-43479)).

  4(e)       Amendments to Corn Products International, Inc. Retirement Savings
             Plan (incorporated by reference to the Company's Registration
             Statement on Form S-8 filed with the Commission on February 1, 1999
             (File No. 333-71573)).

  4(f)       Corn Products International, Inc. Retirement Savings Plan for
             Hourly Employees (incorporated by reference to the Company's
             Registration Statement on Form S-8 filed with the Commission on
             February 1, 1999 (File No. 333-71573)).

*23(a)       Consent of KPMG LLP.

*24          Powers of Attorney contained on signature page hereto.

------------------------

*Filed herewith