<PAGE>   1
  As filed with the Securities and Exchange Commission on February 10, 1998.

                                                      Registration No. 33-

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


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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


                           UNIVERSAL FOODS CORPORATION
--------------------------------------------------------------------------------
             (exact name of registrant as specified in its charter)

         Wisconsin                                      39-0561070
----------------------------------          ------------------------------------
(State or other jurisdiction                (I.R.S. Employer Identification No.)
of incorporation or organization)              

433 East Michigan Street                                   53202
Milwaukee, Wisconsin                                      
----------------------------------          ------------------------------------
(Address of principal                                  (Zip Code)
executive offices)
               Universal Foods Corporation 1998 Stock Option Plan
--------------------------------------------------------------------------------
                            (Full title of the plan)

         John L. Hammond, Vice President, Secretary and General Counsel
                           Universal Foods Corporation
                            433 East Michigan Street
                           Milwaukee, Wisconsin 53202
                                 (414) 271-6755
--------------------------------------------------------------------------------
(Name, address and telephone number, including area code, of agent for service)

                                 With a copy to:

                              Andrew J. Guzikowski
                          Whyte Hirschboeck Dudek S.C.
                            111 East Wisconsin Avenue
                           Milwaukee, Wisconsin 53202
                                  414-273-2100

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

                                                                PROPOSED        PROPOSED   
                                                                MAXIMUM          MAXIMUM       AMOUNT OF
                                         AMOUNT TO BE        OFFERING PRICE     AGGREGATE     REGISTRATION
  TITLE OF SECURITIES TO BE REGISTERED    REGISTERED           PER SHARE      OFFERING PRIC       FEE
  ------------------------------------   ------------        --------------   --------------  ------------
<S>                                        <C>                <C>           <C>               <C>
      Common Stock, $.10 par value         1,200,000 shares   $ 42.6875(1)   $51,225,000(1)    $ 15,111.38(1)
                                                                                              
      Common Stock Purchase Rights         1,200,000 rights            (2)              (2)               (2)
</TABLE>

(1)      Estimated pursuant to Rule 457(c) under the Securities Act of 1933
         solely for the purpose of calculating the registration fee based on the
         average of the high and low prices for Universal Foods Corporation
         Common Stock as reported on the New York Stock Exchange on February 4,
         1998.

(2)      The value attributable to the Common Stock Purchase Rights is reflected
         in the market price of the Common Stock to which the Rights are
         attached.

<PAGE>   2

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The document or documents containing the information specified in Part
I are not required to be filed with the Securities and Exchange Commission (the
"Commission") as part of this Form S-8 Registration Statement.


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents have been previously filed by Universal Foods
Corporation (the "Company") with the Commission and are incorporated herein by
reference:

         1.       The Company's Annual Report on Form 10-K for the year ended
                  September 30, 1997, which includes certified financial
                  statements as of and for the year ended September 30, 1997.

         2.       All other reports filed by the Company pursuant to Section
                  13(a) or 15(d) of the Securities Exchange Act of 1934, as
                  amended (the "Exchange Act"), since September 30, 1997.

         3.       The description of the Company's Common Stock contained in
                  Item 1 of the Company's Registration Statement on Form 8-A,
                  dated December 29, 1976, as amended by Form 8 dated July 16,
                  1986, and any other amendments or reports filed
                  for the purpose of updating such description.

         4.       The description of the Company's Common Stock Purchase Rights
                  contained in Item 1 of the Company's Registration Statement on
                  Form 8-A, dated September 15, 1988, as amended by Form 8,
                  dated December 22, 1988, and any other amendments or reports
                  filed for the purpose of updating such description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of filing of this
Registration Statement and prior to such time as the Company files 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 in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Pursuant to the Wisconsin Business Corporation Law and the Company's
By-Laws, directors and officers of the Company are entitled to mandatory
indemnification from the Company against certain liabilities and expenses (i) to
the extent such officers or directors are successful in the defense of a
proceeding; and (ii) in proceedings in which the director or officer is not
successful in the defense thereof, unless (in the latter case only) it is
determined that the director or officer breached or failed to perform his duties
to the Company


<PAGE>   3



and such breach or failure constituted: (a) a willful failure to deal fairly
with the Company or its shareholders in connection with a matter in which the
director or officer had a material conflict of interest; (b) a violation of the
criminal law, unless the director or officer had reasonable cause to believe his
or her conduct was lawful or had no reasonable cause to believe his or her
conduct was unlawful; (c) a transaction from which the director or officer
derived an improper personal profit; or (d) willful misconduct. It should be
noted that the Wisconsin Business Corporation Law specifically states that it is
the public policy of the State of Wisconsin to require or permit indemnification
in connection with a proceeding involving securities regulation, as described
therein, to the extent required or permitted as described above. Additionally,
under the Wisconsin Business Corporation Law, directors of the Company are not
subject to personal liability to the Company, its shareholders or any person
asserting rights on behalf of the Company or its shareholders, for certain
breaches or failures to perform any duty resulting solely from their status as
such directors, except in circumstances paralleling those in subparagraphs (a)
through (d) outlined above.

         Expenses for the defense of any action for which indemnification may be
available may be advanced by the Company under certain circumstances.

         The indemnification provided by the Wisconsin Business Corporation Law
and the Company's By-Laws is not exclusive of any other rights to which a
director or officer of the Company may be entitled.

         The Company maintains a liability insurance policy for its directors
and officers as permitted by Wisconsin law, which may extend to, among other
things, liability arising under the Securities Act of 1933, as amended.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The following exhibits have been filed (except where otherwise
indicated) as part of this Registration Statement:


Exhibit No.      Exhibit
-----------      -------

      5          Opinion of Whyte Hirschboeck Dudek S.C.

     10(p)       Universal Foods Corporation 1998 Stock Option Plan

     23(a)       Consent of Deloitte & Touche LLP

     23(b)       Consent of Whyte Hirschboeck Dudek S.C. (included as part of 
                 Exhibit 5 hereto)

     24          Power of Attorney relating to subsequent amendments (included
                 as part of the signature page to this Registration Statement)


                                        3

<PAGE>   4



ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned 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 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.

                  (2) That, for the 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 herein,
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 remain 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
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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 Act 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 Act and will
be governed by the final adjudication of such issue.

                                        4

<PAGE>   5



                                   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 Milwaukee, and State of Wisconsin, on this 22nd
day of January, 1998.

                                      UNIVERSAL FOODS CORPORATION


                                  By: /s/ John L. Hammond
                                      -----------------------
                                      John L. Hammond,
                                      Vice President, Secretary 
                                      and General Counsel


                                POWER OF ATTORNEY

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated as of January 22, 1998.

         Each person whose signature appears below constitutes and appoints
Kenneth P. Manning and John L. Hammond, and each of them individually, his/her
true and lawful attorney-in-fact and agent, with full power of substitution and
revocation, for him/her and in his/her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he/she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.



/s/ Kenneth P. Manning               Chairman of the Board, Director, President
---------------------------          and Chief Executive Officer
Kenneth P. Manning                   

/s/ Michael Fung
---------------------------
Michael Fung                         Vice President and Chief Financial Officer

/s/ Michael L. Hennen
---------------------------
Michael L. Hennen                    Corporate Controller


---------------------------
Michael E. Batten                    Director

/s/ John F. Bergstrom
---------------------------
John F. Bergstrom                    Director


                                        5

<PAGE>   6




/s/ James A.D. Croft
--------------------------------
James A.D. Croft                            Director

/s/ James L. Forbes
--------------------------------
James L. Forbes                             Director

/s/ Dr. Carol I. Waslien Ghazaii
--------------------------------
Dr. Carol I. Waslien Ghazaii                Director

/s/ William V. Hickey
--------------------------------
William V. Hickey                           Director

/s/ Leon T. Kendall
--------------------------------
Leon T. Kendall                             Director

/s/ James H. Keyes
--------------------------------
James H. Keyes                              Director

/s/ Guy A. Osborn
--------------------------------
Guy A. Osborn                               Director

/s/ Essie Whitelaw
--------------------------------
Essie Whitelaw                              Director



                                        6

<PAGE>   7
]

                                  EXHIBIT INDEX
                      UNIVERSAL FOODS CORPORATION FORM S-8
         RELATING TO UNIVERSAL FOODS CORPORATION 1998 STOCK OPTION PLAN



<TABLE>
<CAPTION>

                                                            Incorporated Herein by     Filed
  Exhibit No.                  Description                      Reference From        Herewith
  -----------                  -----------                  ----------------------    --------
<S>             <C>                                            <C>                      <C>
      5          Opinion of Whyte Hirschboeck Dudek S.C.                                  X

     10(p)       Universal Foods Corporation 1998 Stock                                   X
                 Option Plan

     23(a)       Consent of Deloitte & Touche LLP                                         X

     23(b)       Consent of Whyte Hirschboeck Dudek S.C.                                  X*

     24          Power of Attorney relating to subsequent                                 X**
                 amendments

</TABLE>

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

*   Included as part of Exhibit 5 hereto.
**  Included as part of the signature page to this Registration Statement.

                                        7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17449}]
{"company-data": {"conformed-name": "UNIVERSAL FOODS CORP", "cik": "0000310142", "assigned-sic": "2080", "irs-number": "390561070", "state-of-incorporation": "WI", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-45931", "film-number": "98527851"}, "business-address": {"street1": "433 EAST MICHIGAN ST", "city": "MILWAUKEE", "state": "WI", "zip": "53202", "phone": "4142716755"}, "mail-address": {"street1": "PO BOX 737", "city": "MILWAUKEE", "state": "WI", "zip": "53201"}}
1
  As filed with the Securities and Exchange Commission on February 10, 1998.

                                                      Registration No. 33-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                           UNIVERSAL FOODS CORPORATION
--------------------------------------------------------------------------------
             (exact name of registrant as specified in its charter)

         Wisconsin                                      39-0561070
----------------------------------          ------------------------------------
(State or other jurisdiction                (I.R.S. Employer Identification No.)
of incorporation or organization)              

433 East Michigan Street                                   53202
Milwaukee, Wisconsin                                      
----------------------------------          ------------------------------------
(Address of principal                                  (Zip Code)
executive offices)
               Universal Foods Corporation 1998 Stock Option Plan
--------------------------------------------------------------------------------
                            (Full title of the plan)

         John L. Hammond, Vice President, Secretary and General Counsel
                           Universal Foods Corporation
                            433 East Michigan Street
                           Milwaukee, Wisconsin 53202
                                 (414) 271-6755
--------------------------------------------------------------------------------
(Name, address and telephone number, including area code, of agent for service)

                                 With a copy to:

                              Andrew J. Guzikowski
                          Whyte Hirschboeck Dudek S.C.
                            111 East Wisconsin Avenue
                           Milwaukee, Wisconsin 53202
                                  414-273-2100

                         CALCULATION OF REGISTRATION FEE
PROPOSED        PROPOSED   
                                                                MAXIMUM          MAXIMUM       AMOUNT OF
                                         AMOUNT TO BE        OFFERING PRICE     AGGREGATE     REGISTRATION
  TITLE OF SECURITIES TO BE REGISTERED    REGISTERED           PER SHARE      OFFERING PRIC       FEE
  ------------------------------------   ------------        --------------   --------------  ------------
Common Stock, $.10 par value         1,200,000 shares   $ 42.6875(1)   $51,225,000(1)    $ 15,111.38(1)
                                                                                              
      Common Stock Purchase Rights         1,200,000 rights            (2)              (2)               (2)
(1)      Estimated pursuant to Rule 457(c) under the Securities Act of 1933
         solely for the purpose of calculating the registration fee based on the
         average of the high and low prices for Universal Foods Corporation
         Common Stock as reported on the New York Stock Exchange on February 4,
         1998.

(2)      The value attributable to the Common Stock Purchase Rights is reflected
         in the market price of the Common Stock to which the Rights are
         attached.
2

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The document or documents containing the information specified in Part
I are not required to be filed with the Securities and Exchange Commission (the
"Commission") as part of this Form S-8 Registration Statement.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents have been previously filed by Universal Foods
Corporation (the "Company") with the Commission and are incorporated herein by
reference:

         1.       The Company's Annual Report on Form 10-K for the year ended
                  September 30, 1997, which includes certified financial
                  statements as of and for the year ended September 30, 1997.

         2.       All other reports filed by the Company pursuant to Section
                  13(a) or 15(d) of the Securities Exchange Act of 1934, as
                  amended (the "Exchange Act"), since September 30, 1997.

         3.       The description of the Company's Common Stock contained in
                  Item 1 of the Company's Registration Statement on Form 8-A,
                  dated December 29, 1976, as amended by Form 8 dated July 16,
                  1986, and any other amendments or reports filed
                  for the purpose of updating such description.

         4.       The description of the Company's Common Stock Purchase Rights
                  contained in Item 1 of the Company's Registration Statement on
                  Form 8-A, dated September 15, 1988, as amended by Form 8,
                  dated December 22, 1988, and any other amendments or reports
                  filed for the purpose of updating such description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of filing of this
Registration Statement and prior to such time as the Company files 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 in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Pursuant to the Wisconsin Business Corporation Law and the Company's
By-Laws, directors and officers of the Company are entitled to mandatory
indemnification from the Company against certain liabilities and expenses (i) to
the extent such officers or directors are successful in the defense of a
proceeding; and (ii) in proceedings in which the director or officer is not
successful in the defense thereof, unless (in the latter case only) it is
determined that the director or officer breached or failed to perform his duties
to the Company
3

and such breach or failure constituted: (a) a willful failure to deal fairly
with the Company or its shareholders in connection with a matter in which the
director or officer had a material conflict of interest; (b) a violation of the
criminal law, unless the director or officer had reasonable cause to believe his
or her conduct was lawful or had no reasonable cause to believe his or her
conduct was unlawful; (c) a transaction from which the director or officer
derived an improper personal profit; or (d) willful misconduct. It should be
noted that the Wisconsin Business Corporation Law specifically states that it is
the public policy of the State of Wisconsin to require or permit indemnification
in connection with a proceeding involving securities regulation, as described
therein, to the extent required or permitted as described above. Additionally,
under the Wisconsin Business Corporation Law, directors of the Company are not
subject to personal liability to the Company, its shareholders or any person
asserting rights on behalf of the Company or its shareholders, for certain
breaches or failures to perform any duty resulting solely from their status as
such directors, except in circumstances paralleling those in subparagraphs (a)
through (d) outlined above.

         Expenses for the defense of any action for which indemnification may be
available may be advanced by the Company under certain circumstances.

         The indemnification provided by the Wisconsin Business Corporation Law
and the Company's By-Laws is not exclusive of any other rights to which a
director or officer of the Company may be entitled.

         The Company maintains a liability insurance policy for its directors
and officers as permitted by Wisconsin law, which may extend to, among other
things, liability arising under the Securities Act of 1933, as amended.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The following exhibits have been filed (except where otherwise
indicated) as part of this Registration Statement:

Exhibit No.      Exhibit
-----------      -------

      5          Opinion of Whyte Hirschboeck Dudek S.C.

     10(p)       Universal Foods Corporation 1998 Stock Option Plan

     23(a)       Consent of Deloitte & Touche LLP

     23(b)       Consent of Whyte Hirschboeck Dudek S.C. (included as part of 
                 Exhibit 5 hereto)

     24          Power of Attorney relating to subsequent amendments (included
                 as part of the signature page to this Registration Statement)

                                        3
4

ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned 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 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.

                  (2) That, for the 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 herein,
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 remain 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
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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 Act 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 Act and will
be governed by the final adjudication of such issue.

                                        4
5

                                   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 Milwaukee, and State of Wisconsin, on this 22nd
day of January, 1998.

                                      UNIVERSAL FOODS CORPORATION

                                  By: /s/ John L. Hammond
                                      -----------------------
                                      John L. Hammond,
                                      Vice President, Secretary 
                                      and General Counsel

                                POWER OF ATTORNEY

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated as of January 22, 1998.

         Each person whose signature appears below constitutes and appoints
Kenneth P. Manning and John L. Hammond, and each of them individually, his/her
true and lawful attorney-in-fact and agent, with full power of substitution and
revocation, for him/her and in his/her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he/she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, may
lawfully do or cause to be done by virtue hereof.

/s/ Kenneth P. Manning               Chairman of the Board, Director, President
---------------------------          and Chief Executive Officer
Kenneth P. Manning                   

/s/ Michael Fung
---------------------------
Michael Fung                         Vice President and Chief Financial Officer

/s/ Michael L. Hennen
---------------------------
Michael L. Hennen                    Corporate Controller

---------------------------
Michael E. Batten                    Director

/s/ John F. Bergstrom
---------------------------
John F. Bergstrom                    Director

                                        5
6

/s/ James A.D. Croft
--------------------------------
James A.D. Croft                            Director

/s/ James L. Forbes
--------------------------------
James L. Forbes                             Director

/s/ Dr. Carol I. Waslien Ghazaii
--------------------------------
Dr. Carol I. Waslien Ghazaii                Director

/s/ William V. Hickey
--------------------------------
William V. Hickey                           Director

/s/ Leon T. Kendall
--------------------------------
Leon T. Kendall                             Director

/s/ James H. Keyes
--------------------------------
James H. Keyes                              Director

/s/ Guy A. Osborn
--------------------------------
Guy A. Osborn                               Director

/s/ Essie Whitelaw
--------------------------------
Essie Whitelaw                              Director

                                        6
7
]

                                  EXHIBIT INDEX
                      UNIVERSAL FOODS CORPORATION FORM S-8
         RELATING TO UNIVERSAL FOODS CORPORATION 1998 STOCK OPTION PLAN
Incorporated Herein by     Filed
  Exhibit No.                  Description                      Reference From        Herewith
  -----------                  -----------                  ----------------------    --------
5          Opinion of Whyte Hirschboeck Dudek S.C.                                  X

     10(p)       Universal Foods Corporation 1998 Stock                                   X
                 Option Plan

     23(a)       Consent of Deloitte & Touche LLP                                         X

     23(b)       Consent of Whyte Hirschboeck Dudek S.C.                                  X*

     24          Power of Attorney relating to subsequent                                 X**
                 amendments
-------------------------------

*   Included as part of Exhibit 5 hereto.
**  Included as part of the signature page to this Registration Statement.

                                        7