<PAGE>
     As filed with the Securities and Exchange Commission on August 3, 1994
                                    Registration No. 33- __________________

_______________________________________________________________________________


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  _____________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                                  _____________

                        AMERICAN MAIZE-PRODUCTS COMPANY
             (Exact name of registrant as specified in its charter)




                Maine                                13-0432720
    (State or other jurisdiction                 (I.R.S. Employer
  of incorporation or organization)              Identification No.)
 
                                250 Harbor Drive
                               Stamford, CT 06902
              (Address of Principal Executive Offices) (Zip Code)

                        AMERICAN MAIZE-PRODUCTS COMPANY
                                1994 STOCK PLAN
                            (Full title of the plan)

                            Robert M. Stephan, Esq.
                       Vice President and General Counsel
                        American Maize-Products Company
                                250 Harbor Drive
                               Stamford, CT 06902
                                 (203)356-9000
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

_______________________________________________________________________________

                        CALCULATION OF REGISTRATION FEE
_______________________________________________________________________________
Title of securities    Amount           Proposed   Proposed     Amount of
to be registered       to be            maximum    maximum      registration fee
                       registered       offering   aggregate
                                        price      offering
                                        per        price(1)
                                        share(1)
_______________________________________________________________________________

Class A Common Stock
par value $.80 per     800,000 shares   $20.8125   $16,650,000  $5,741.38
share

(1) Pursuant to Rule 457(h),  these prices are estimated  solely for the purpose
of calculating the  registration  fee and are based upon the average of the high
and low sales  prices of the  Registrant's  Class A Common Stock on the American
Stock Exchange on August 2, 1994.

     There are also registered hereunder such additional indeterminate number of
shares as may be issued as a result of the antidilution provisions of the Plan.
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The document(s) containing information specified by Part I of this Form
S-8 Registration  Statement (the  "Registration  Statement") has been or will be
sent  or  given  to  participants  in  the  plan  listed  on  the  cover  of the
Registration  Statement (the "Plan") as specified in Rule 428(b)(1)  promulgated
by  the  Securities  and  Exchange   Commission  (the  "Commission")  under  the
Securities Act of 1933, as amended (the "Securities  Act"). Such document(s) are
not being filed with the  Commission  but  constitute  (along with the documents
incorporated by reference into the Registration  Statement pursuant to Item 3 of
Part II hereof),  a prospectus  that meets the  requirements of Section 10(a) of
the Securities Act.


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

           The following  documents  filed with the Commission are  incorporated
herein by reference:

(1)        The Annual Report on Form 10-K of American  Maize-Products Company, a
           Maine corporation (the "Company"), for the fiscal year ended December
           31, 1993, as amended by Form 10-K/A, dated June 29, 1994;

(2)        The Company's quarterly  report on  Form 10-Q for the  quarter  ended
           March 31, 1994; and

(3)        The description of the Class A Common Stock, $.80 par value ("Class A
           Common   Stock"),   of  the  Company   contained  in  the   Company's
           Registration Statement on Form S-4 (Registration No. 33-55946).

           All documents  subsequently filed by the Company pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as amended
(the "Exchange Act"),  prior to the filing of a  post-effective  amendment which
indicates  that the Class A Common Stock offered  pursuant to this  Registration
Statement has been sold or which  deregisters all such Class A Common Stock 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 the filing of
such documents.

Item 4.    Description of Securities.

           Not Applicable.

Item 5.    Interests of Named Experts and Counsel.

           The validity of the shares  registered  hereunder  has been passed on
for the  Company by the law firm of Verrill & Dana,  Portland,  Maine.  Peter B.
Webster, a partner in such firm, serves as Clerk of the Company.

           The  consolidated   financial   statements  and  financial  statement
schedules of American  Maize-Products  Company incorporated by reference in this
Registration   Statement  have  been  examined  by  Coopers  &  Lybrand  L.L.P.,
independent  certified  public  accountants,  to the extent and for the  periods
indicated in their reports also incorporated  herein, and have been incorporated
herein upon the authority of said firm as experts in accounting and auditing.

Item 6.    Indemnification of Directors and Officers.

           Section  719  of  the  Maine  Business   Corporation   Act  provides,
generally,  that a corporation  shall have the power to indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding (except, subject to certain limitations,
actions by or in the right of the  corporation)  by reason of the fact that such
person  is or was a  director,  officer,  employee  or agent of the  corporation
against all expenses,  including attorneys' fees,  judgments,  fines and amounts
paid in settlement actually and reasonably incurred by such person in connection
with such action,  suit or proceeding;  provided that no indemnification  may be
provided for any person with respect to any matter as to which that person shall
have been finally  adjudicated  not to have acted  honestly or in the reasonable
belief that such person's actions was in or not opposed to the best interests of
the corporation or its stockholders  and, with respect to any criminal action or
proceeding  had  reasonable  cause to believe  that such  person's  conduct  was
unlawful.  A corporation may similarly indemnify such person with respect to any
claim,  issue or matter  asserted  by or in the right of the  corporation  as to
which that person is finally adjudicated to be liable if the court in which such
action,  suit or proceeding was brought shall have  determined  that, in view of
all the circumstances of the case, such person is fairly and reasonably entitled
to indemnification for such amounts which such court shall deem reasonable.

           The By-Laws of the Company  provide  for the  indemnification  of the
Company's directors and officers to the fullest extent provided by Maine law. In
addition,  the  Company's  By-Laws  provide  that the  Company  has the power to
purchase liability insurance policies covering its directors and officers.

Item 7.    Exemption from Registration Claimed.

           Not Applicable.


Item 8.    Exhibits.

Exhibit
Number           Description

4.1              Restated Articles of Incorporation, as amended through February
                 26, 1993,  incorporated  by  reference to Exhibit  3.(a) to the
                 Company's  Annual Report on Form 10-K for the fiscal year ended
                 December 31, 1992.

4.2              By-Laws,  as amended to  February  24,  1993,  incorporated  by
                 reference to Exhibit 3.(b)   to the Company's  Annual Report on
                 Form 10-K for the fiscal year ended December 31, 1992.

4.3              Specimen copy of the  certificates  for the  Company's  Class A
                 Common  Stock,  par  value  $.80  per  share,  incorporated  by
                 reference  to  Exhibit  4.3  to  the   Company's   Registration
                 Statement on Form S-4 (No. 33-55946).

4.4              1994 Stock Plan.

4.6              Form of Stock Option Agreement

5.1              Opinion of Verrill & Dana with respect to the  legality  of the
                 securities being registered.

23.1             Consent of Coopers & Lybrand L.L.P.

23.2             Consent of Verrill & Dana (contained in their  opinion filed as
                 Exhibit 5.1)

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:

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

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

                 (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 the information  required to be included in a post-effective  amendment
by those  paragraphs is contained in periodic  reports  filed by the  registrant
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated by reference in the Registration Statement.

           (2) That,  for the purpose of  determining  any  liability  under the
Securities Act, 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 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,  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 the 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 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 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 and will be  governed by the final
adjudication of such issue.


<PAGE>
                                   SIGNATURES

           Pursuant to the  requirements  of the Securities  Act, 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 Stamford, State of Connecticut, on July 29, 1994.

                                       AMERICAN MAIZE-PRODUCTS COMPANY

                                       By /s/ Patric J. McLaughlin
                                       ____________________________
                                          Patric J. McLaughlin
                                          President and Chief Executive Officer
                                          and Director

           Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following  persons in the capacities  indicated
on this 29th day of July, 1994.

      Name                                       Title


      /s/ William Ziegler, III
      _________________________
      William Ziegler, III                Chairman of the Board
                                          and Director

      /s/ Patric J. McLaughlin
      _________________________
      Patric J. McLaughlin                President and Chief Executive Officer
                                          and Director
                                          (Principal Executive Officer)


      _________________________
      Leslie C. Liabo                      Director

      /s/ Charles B. Cook, Jr.
      _________________________
      Charles B. Cook, Jr.                 Director

      /s/ Paul F. Engler
      _________________________
      Paul F. Engler                       Director

      /s/ James E. Harwood
      _________________________
      James E. Harwood                     Director

      /s/ John R. Kennedy
      _________________________
      John R. Kennedy                      Director


      /s/ C. Alan MacDonald
      _________________________
      C. Alan MacDonald                    Director

      /s/ H. Barclay Morley
      _________________________
      H. Barclay Morley                    Director

      /s/ William L. Rudkin
      _________________________
      William L. Rudkin                    Director

      _________________________
      Wendell M. Smith                     Director

      /s/ William C. Steinkraus
      _________________________
      William C. Steinkraus                Director

      /s/ Raymond S. Troubh
      _________________________
      Raymond S. Troubh                    Director

      /s/ Edward P. Norris
      _________________________
      Edward P. Norris                     Vice President and Chief Financial
                                           Officer
                                           (Principal Financial and Accounting
                                           Officer)


<PAGE>
                                 EXHIBIT INDEX

                                                                     Sequential
Exhibit                                                                 Page
Number                              Exhibit                            Number


4.1                 Restated Articles of Incorporation,                  *
                    as amended  through  February  26, 1993,
                    incorporated  by reference to Exhibit
                    3.(a) to the  Company's  Annual Report
                    on Form 10-K for the fiscal year ended
                    December 31, 1992.

4.2                 By-Laws,  as amended to February 24, 1993,           *
                    incorporated by reference to Exhibit 3.(b)
                    to the  Company's Annual Report on Form
                    10-K for the fiscal year ended December
                    31, 1992.

4.3                 Specimen copy of the certificates for the            *
                    Company's Class A Common Stock, par value
                    $.80 per share, incorporated by reference
                    to Exhibit 4.3 to the Company's Registration
                    Statement on Form S-4 (No. 33-55946).

4.4                 1994 Stock Plan.                                     9

4.6                 Form of Stock Option Agreement                      29

5.1                 Opinion of Verrill & Dana with respect to           32
                    the legality of the securities being
                    registered.

23.1                Consent of Coopers & Lybrand L.L.P.                 34

23.2                Consent of Verrill & Dana (contained in
                    their opinion filed as Exhibit 5.1)



- ----------------------
* Incorporated by reference



<PAGE>
                                                                 EXHIBIT 4.4 



                        AMERICAN MAIZE-PRODUCTS COMPANY

                                1994 STOCK PLAN

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

         1.  Purpose.

                The purpose of the 1994 Stock Plan (the "Plan") is to secure for
the Company and its stockholders the benefits inherent in stock ownership in the
Company by officers and other key  employees  of the Company and its  Affiliates
who  can  make a  substantial  contribution  to  the  success  of the  Company's
business. It is anticipated that such stock ownership will stimulate the efforts
of such key  employees,  give them a closer  identity  with the  success  of the
Company  and  strengthen  their  desire  to  remain  with  the  Company.  It  is
anticipated,  also,  that the Plan will aid the  Company and its  Affiliates  in
competing  for and  retaining the services of new personnel who may from time to
time be needed.

         2.  Definitions.

                As used in the Plan,  the following  terms have the meanings set
forth below:

                (a)  "Affiliate"  shall mean (i) any  entity  that  directly  or
through one or more  intermediaries,  is  controlled  by the Company or (ii) any
entity in which the Company has a significant equity interest,  as determined by
the Committee.

                (b)  "Award"  shall mean any Option,  Stock  Appreciation Right,
Limited Stock Appreciation Right or Restricted Stock granted under the Plan.

                (c)  "Award   Agreement"  shall  mean  any  written   agreement,
contract, or other instrument or document evidencing any Award granted under the
Plan.

                (d)  "Board of  Directors"  or  "Board"  shall mean the Board of
Directors of the Company as it may be composed from time to time.

                (e)  "Cause"  shall  mean  (i)  any  act or  omission  knowingly
undertaken  or omitted  with the intent of causing  damage to the  Company,  its
properties,  assets or  business or its  shareholders,  officers,  directors  or
employees,   (ii)  any  fraud,   misappropriation   or  embezzlement   involving
properties,  assets or funds of the Company, or (iii) conviction of, or pleading
nolo contendere to, any crime or offense  involving  moneys or other property of
the Company or any other felony  offense for any crime of moral  turpitude.  The
determination  of "Cause"  shall be within the sole  discretion of the Committee
and the exercise of such  discretion  shall be  conclusive  and binding upon all
other interested parties.

                (f)  "Class A Common  Stock"  shall mean the  Company's  Class A
Common Stock, par value $0.80 per share.

                (g)  "Change of Control" means:

                         (1) a "Board Change." For purposes of the Plan, a Board
                Change shall have  occurred if a majority of the Board  consists
                of  individuals  other than Incumbent  Directors.  An "Incumbent
                Director"  is a member  of the Board as of the date this Plan is
                approved by the  shareholders  of the Company and any individual
                subsequently becoming a director whose election or nomination is
                approved by a majority of the Incumbent Directors of the Company
                then in office.

                         (2) The acquisition by any individual,  entity or group
                (within  the meaning of Section  13(d) or 14(d) of the  Exchange
                Act) (a "Person") of "Beneficial  Ownership" (within the meaning
                of Rule 13d-3 promulgated under the Exchange Act) of 20% or more
                of the  combined  voting  power of the then  outstanding  voting
                securities of the Company as  calculated  in accordance  with 16
                CFR ss.  801.12 (the  "Outstanding  Voting  Securities"),  which
                acquisition  is not  approved  in advance  by a majority  of the
                Incumbent  Directors;  provided,  however,  that  the  following
                acquisitions  shall not constitute a Change of Control:  (w) any
                acquisition by the Company,  (x) any acquisition by any employee
                benefit plan (or related  trust)  sponsored or maintained by the
                Company or any  corporation  controlled by the Company,  (y) any
                acquisition  by any  affiliate of a person owning 20% or more of
                the  Outstanding  Voting  Securities  as of the date the Plan is
                approved  by  the  Shareholders  of  the  Company,  or  (z)  any
                acquisition  by any  corporation  pursuant to a  reorganization,
                merger or  consolidation,  if,  following  such  reorganization,
                merger or consolidation more than 50% of, respectively, the then
                outstanding shares of common stock of the corporation  resulting
                from  such  reorganization,  merger  or  consolidation  and  the
                combined voting power of the then outstanding  voting securities
                of such  corporation  entitled to vote generally in the election
                of directors is then beneficially owned, directly or indirectly,
                by all or substantially  all of the individuals and entities who
                were  the  beneficial  owners,  respectively,  of the  Company's
                outstanding  common  stock  and  outstanding  voting  securities
                immediately   prior   to   such   reorganization,    merger   or
                consolidation  in  substantially  the same  proportions as their
                ownership,  immediately prior to such reorganization,  merger or
                consolidation,  of the outstanding  common stock and outstanding
                voting securities, as the case may be; or

                          (3) Approval by the stockholders of the Company of (i)
                a complete liquidation or dissolution of the Company or (ii) the
                sale or other  disposition  of all or  substantially  all of the
                assets of the Company.

                (h)  "Code"  shall mean the  Internal  Revenue  Code of 1986, as
amended from time to time, or any successor code thereto.

                (i)  "Committee" shall  mean  the  committee  designated  by the
Board of Directors pursuant to Section 3 to administer the Plan, which committee
shall be composed of not less than the minimum number of members of the Board of
Directors from time to time required by Rule 16b-3 or any applicable law.

                (j)  "Company"  shall mean American  Maize-Products Company,  or
any successor thereto.

                (k)  "Employee" shall mean any employee of the Company or of any
Affiliate.

                (l)  "Designated  Beneficiary"  means any person  designated  in
writing by a Participant as a legal  recipient of payments due under an Award in
the event of the Participant's death, or in the absence of such designation, the
Participant's estate. Such designation must be on file with the Company in order
to be effective but, unless the Participant has made an irrevocable designation,
may be changed from time to time by the Participant.

                (m)  "Disability" means that the Participant terminated services
under circumstances  that, in the determination of the Committee,  would entitle
him to disability benefits under the Company's Long Term Disability Plan.

                (n)  "Fair  Market  Value"  shall  mean,  with  respect  to  any
property (including,  without limitation,  any Shares or other securities),  the
fair market value of such  property  determined by such methods or procedures as
shall be established from time to time by the Committee.

                (o)  "Incentive  Stock  Option"  or "ISO"  shall  mean an option
granted under Section 6 of the Plan that is intended to meet the requirements of
Section 422 of the Code, or any successor provision thereto.

                (p)  "Non-Qualified  Stock Option" shall mean an option  granted
under the Plan that is not intended to be an Incentive Stock Option.

                (q)  "Option"  shall  mean  an  Incentive   Stock  Option  or  a
Non-Qualified Stock Option.

                (r)  "Participant"  shall  mean an  Employee who  is  granted an
Award under the Plan.

                (s)  "Person"   shall   mean   any   individual,    corporation,
partnership,    association,    joint-stock   company,   trust,   unincorporated
organization, or government or political subdivision thereof.

                (t)  "Restricted  Securities"  shall mean  Awards of  Restricted
Stock or other Awards under which issued and outstanding Shares are held subject
to certain restrictions.

                (u)  "Restricted  Stock"  shall  mean any  Share  granted  under
Section 8 of the Plan.

                (v)  "Retirement"  means the  termination  of the  services of a
Participant  because  of  normal  or early  retirement  under  the  terms of any
retirement plan of the Company applicable to the Participant.

                (w)  "Rule  16b-3"  shall mean  Rule  16b-3  promulgated  by the
Securities and Exchange  Commission ("SEC") under the Securities Exchange Act of
1934, as amended, or any successor rule or regulation thereto.

                (x)  "Share" or "Shares"  shall mean  share(s) of Class A Common
Stock of the Company,  and such other  securities  or property as may become the
subject of Awards pursuant to the adjustment provisions of Section 12.

                (y)  "Withholding  Tax" means any tax,  including  any  federal,
state or local income tax, required by any governmental entity to be withheld or
otherwise  deducted  and paid with  respect to the transfer of shares of Class A
Common Stock as a result of a  disqualifying  disposition of an Incentive  Stock
Option,  the  exercise of a  Non-Qualified  Stock  Option or stock  appreciation
right, or the award of Restricted Stock.

         3.  Administration.

                The Plan shall be administered by the Committee appointed by the
Board from time to time.  Each member of the Committee  shall at all times while
serving be (i) a "disinterested director" within the meaning of Section 16(b) of
the  Exchange Act and (ii) an "outside  director"  within the meaning of Section
162(m)  of the  Code  and  Proposed  Treas.  Reg.  1.162-27  (or  any  successor
provisions) as may be in effect).  Subject to the express provision of the Plan,
the Committee shall have plenary authority, in its discretion,  to determine the
individuals to whom, and the time or times at which,  Restricted  Stock shall be
awarded and stock  appreciation  rights or Options shall be granted  (including,
without  limitation,  whether such Options  shall be Incentive  Stock Options or
Non-Qualified  Stock  Options  or a  combination  thereof),  and the  number  of
options,  rights  and/or  shares to be covered  by each such award or grant.  In
making such  determinations,  the  Committee may take into account the nature of
the  services  rendered  by  the  respective  Participants,  their  present  and
potential  contributions to the Company's  success and such other factors as the
Committee in its discretion may deem relevant. Subject to the express provisions
of the Plan, the Committee  shall have plenary  authority to interpret the Plan,
to  prescribe,  amend and  rescind  rules  and  regulations  relating  to it, to
determine  the terms  and  provisions  of Award  Agreements  (which  need not be
identical) and to make all other  determinations  necessary or advisable for the
administration  of the  Plan.  The  Committee's  determinations  of the  matters
referred to in this Section 3 shall be conclusive.

        4.  Shares Available for Award.

                (a)  The  maximum  number  of  Shares  that  may  be  issued  to
Participants  pursuant  to Awards  under the Plan shall be 800,000  Shares  (the
"Plan Maximum"),  subject to adjustment as provided in Section 12 hereof. In its
discretion,  the Company may issue treasury  Shares or authorized but previously
unissued  Shares  pursuant to Awards.  For the purpose of accounting  for Shares
available for Awards under the Plan, the following shall apply:

                         (i) Only Shares  relating to Awards  actually issued or
                 granted  hereunder  shall be counted  against the Plan Maximum.
                 Shares  corresponding to Awards that by their terms expired, or
                 that are  forfeited,  canceled  or  surrendered  to the Company
                 without full  consideration  paid therefor shall not be counted
                 against the Plan Maximum.

                          (ii) Shares that are forfeited by a Participant  after
                 issuance,  or that are reacquired by the Company after issuance
                 without full  consideration  paid therefor,  shall be deemed to
                 have never been issued under the Plan and accordingly shall not
                 be counted against the Plan Maximum.

                (b) The  maximum  number of Shares for which ISOs may be granted
under the Plan  shall not exceed  the Plan  Maximum  as defined in Section  4(a)
above, subject to adjustment as provided in Section 12 hereof.

                (c) No  Participant  who is a "covered  employee"  as defined in
Section  162(m) (3) of the Code shall be  granted  Awards for more than  200,000
shares over any five (5) calendar year period, subject to adjustment as provided
in Section 12 hereof.

                (d) Shares  issued under other plans of the Company shall not be
counted against the Plan Maximum under the Plan.

         5.  Eligibility.

                Employees  (which term as used herein includes  officers) of the
Company  and its  Affiliates  who are not  members  of the  Committee  shall  be
eligible to be designated as a Participant. Participants may receive one or more
awards  of  Restricted  Stock  or  one  or  more  grants  of  options  or  stock
appreciation  rights,  or any combination  thereof,  as the Committee shall from
time to time determine, and such determinations may be different as to different
Participants and may vary as to different awards and grants.

        6.  Option Grants.

                (a)  The  Committee  is  authorized   under  the  Plan,  in  its
discretion,  to issue  options as Incentive  Stock  Options or as  Non-Qualified
Stock Options and the Options shall be designated as Incentive  Stock Options or
Non-Qualified  Stock Options in the applicable  option  agreement.  The purchase
price of the Class A Common Stock under each Option granted under the Plan shall
be  determined  by the  Committee  but  shall be not less  than 100% of the Fair
Market Value of the Class A Common Stock at the time such Option is granted.

                (b) The Committee  shall determine the time or times at which an
Option may be exercised in whole or in part; provided,  however, that (i) except
as otherwise  provided in Section  6(e)  hereof,  an Option may not be exercised
during the first year from the date of its  grant,  and (ii) in no event,  shall
the period for  exercising  an option extend more than 10 years from the date of
grant. The Committee shall also determine the method or methods by which Options
may be exercised,  and the form or forms (including  without  limitation,  cash,
Shares, other Awards, or other property,  or any combination  thereof, having  a
Fair Market Value on the exercise date equal to the relevant  exercise price) in
which payment of the exercise  price with respect  thereto may be made or deemed
to have been made.

                (c) The terms of any  Incentive  Stock Option  granted under the
Plan shall  comply in all  respects  with the  provisions  of Section 422 of the
Code,  or any  successor  provision  thereto,  and any  regulations  promulgated
thereunder.

                (d) In the event that a  Participant's  services for the Company
or its Affiliates shall cease and the termination of such  individual's  service
is for Cause, any unexercised Options shall  automatically  terminate upon first
notification  to the option holder of such  termination of services,  unless the
Committee determines otherwise.

                    In the  event  of the  termination  of the  services  of the
holder  of an  Option  because  of  Retirement  or  Disability,  he may  (unless
otherwise  provided  in his Award  Agreement)  exercise  such Option at any time
within a three (3) year period beginning on such termination,  but not after the
expiration of the Option,  to the extent of the number of Shares covered by such
Option,  whether or not such Shares had become purchasable by him at the date of
the  termination  of his services.  (Although the Option may be exercised  after
retirement or disability,  under Section 422 of the Code, if the option has been
designated  as an Incentive  Stock  Option,  it must be  exercised  within three
months  after  the date of  retirement  or one year  after  the  termination  of
employment due to disability in order to qualify for incentive  stock option tax
treatment.)

                    In the event of the death of an individual to whom an Option
has been granted under the Plan while he is performing  services for the Company
or an Affiliate,  any outstanding unexercised Options (unless otherwise provided
in his Award  Agreement) may,  subject to the  limitations  described in Section
6(g), be exercised by his Designated Beneficiary,  by his legatee or legatees of
the  Option  under  his  last  will,  or  by  his  personal  representatives  or
distributees,  at any time  within a period of three (3) years  after his death,
but not after the  expiration  of the  Option,  to the  extent of the  remaining
Shares covered by his Option,  whether or not such Shares had become purchasable
by such an individual at the date of his death.  In the event of the death of an
individual  during  the  three  (3) year  period  following  termination  of his
services  by  reason  of  Retirement  or  Disability,  then the  Option  (if not
previously  terminated) may be exercised  during the shorter of the remainder of
such three (3) year period or during the  remaining  term of the Option,  by his
Designated  Beneficiary,  by his legatee under his last will, or by his personal
representative  or  distributee,  but only to the extent of the number of Shares
purchasable by such  Participant  pursuant to the  provisions  hereof as if such
Participant had not died during such period.

                    In the  event  of the  termination  of the  services  of the
holder of an Option, other than by reason of termination for Cause,  Retirement,
Disability  or death,  he may  (unless  his Option  shall  have been  previously
terminated pursuant to the provisions hereof or unless otherwise provided in his
Award  Agreement)  exercise his Option at any time within three (3) months after
such  termination,  but not after the expiration of the Option, to the extent of
the number of Shares covered by his Option which were  purchasable by him at the
date of the  termination  of his services,  and such Option shall  automatically
terminate  upon the date of such  termination  of services  for all Shares which
were not purchasable upon such date.

                (e) Notwithstanding the foregoing provisions,  the Committee may
determine, in its sole discretion, in the case of any termination of employment,
to extend  the  termination  date of some or all of the  Participant's  Options,
whether or not such Options had become  exercisable  by the  Participant  at the
date of termination of his or her employment,  to a date prior to the earlier of
three (3) years from the date of  termination  or the expiration of the original
term of the Option,  except that such  extension  shall not cause any  Incentive
Stock Option to fail to continue to qualify as an Incentive Stock Option without
the consent of the Option  holder.  Options  granted under the Plan shall not be
affected  by any change of  relationship  with the Company so long as the holder
continues to be an employee of the Company or an Affiliate. However, a change in
a Participant's  status from an employee to a non-employee (e.g.,  consultant or
independent   contractor)  shall  result  in  a  termination  of  services.  The
Committee,  in its absolute  discretion,  may determine all questions of whether
particular  leaves of absence  constitute a termination  of services;  provided,
however,  that with respect to Incentive Stock Options, such determination shall
be subject to any requirements contained in the Code.

                (f) The date of grant of an Option pursuant to the Plan shall be
the date specified by the Committee at the time it grants such Option,  provided
that such date  shall not be prior to the date of such  action by the  Committee
and that the price shall be determined  in accordance  with Section 6(a) on such
date. The Committee  shall  promptly  notify a grantee of an award and a written
option grant shall  promptly be duly  executed and  delivered by or on behalf of
the Company.

                (g) In the event an optionee is granted  Incentive Stock Options
that in the aggregate  entitle the optionee to purchase,  in the first year such
Options become exercisable (whether under their original terms or as a result of
the occurrence of an Acceleration Event, as defined below), Class A Common Stock
of the  Company  having a Fair  Market  Value  (determined  as of the time  such
Options are granted) in excess of  $100,000,  such portion in excess of $100,000
shall be treated as Non-Qualified Stock Options. Such limitation shall not apply
if the Internal  Revenue  Service  publicly rules, or issues a private ruling to
the Company, any optionee of the Company or any legatee, personal representative
or distributee of an optionee or states in temporary or final  regulations  that
provisions  which  allow the full  exercise  of an  optionee's  Incentive  Stock
Options upon the  occurrence of the relevant  Acceleration  Event do not violate
Section 422(d) of the Code. An "Acceleration Event" means (i) a determination of
the  Committee  to allow an  optionee  to  exercise  his  Options  in full  upon
termination of his employment (ii) the death of an optionee while he is employed
by the  Company  or an  Affiliate,  (iii)  any  Change of  Control,  or (iv) the
optionee's  termination of employment under circumstances that will allow him to
exercise Options not otherwise exercisable. Participants owning (either directly
or  constructively  within  the  meaning of  Section  424(d) of the Code)  stock
representing  more than 10% of the voting power or value of all classes of stock
of the Company or its Affiliates immediately before the grant of an Option under
this Plan shall be eligible  to receive an  Incentive  Stock  Option only if the
option price as  determined  pursuant to Section 6(a) hereof is at least 110% of
the Fair Market Value (at the time the Option is granted) of the Company's Class
A Common  Stock and the  Option by its terms is not  exercisable  more than five
years from the date it is granted.

                (h) Notwithstanding  any  contrary  waiting  period, installment
period or other  limitation  or  restriction  in any option  agreement or in the
Plan,  in the event of a Change of Control,  each Option  outstanding  under the
Plan shall thereupon become exercisable at any time during the remaining term of
the Option, but not after the term of the Option, to the extent of the number of
shares covered by the Option,  whether or not such shares had become purchasable
by the  Participant  thereunder  immediately  prior to such  Change of  Control,
subject, however, to the limitations described in Section 6(g), by the holder of
the Option.

                (i) Anything in the Plan to the contrary notwithstanding, during
the 90-day period from and after a Change of Control (x) an optionee (other than
an optionee  who  initiated  a Change of Control in a capacity  other than as an
officer or a director  of the  Company)  who is an officer or a director  of the
Company  (within the meaning of Section 16 of the Exchange  Act) with respect to
an option  that was  granted at least six months  prior to the date of  exercise
pursuant to this sentence and is unaccompanied by a stock appreciation right and
(y) any other  optionee  who is not an officer or a director  with respect to an
option that is unaccompanied  by a stock  appreciation  right shall,  unless the
Committee  shall  determine  otherwise at the time of grant,  have the right, in
lieu of the payment of the full  purchase  price of the shares of Class A Common
Stock  being  purchased  under the  Option and by giving  written  notice to the
Company,  to elect in  writing  to  surrender  all or part of the  Option to the
Company and to receive in cash an amount equal to the amount by which the amount
determined  pursuant to Section 7(d) hereof on the date of exercise  (determined
as if the  optionee had  exercised a limited  stock  appreciation  right on such
date) shall exceed the purchase  price per share under the option  multiplied by
the  number of shares of Class A Common  Stock  granted  under the  Option as to
which the right granted by this sentence shall have been exercised. Such written
election shall specify the optionee's  election to purchase Shares granted under
the  Option  or to  receive  the cash  payment  referred  to in the  immediately
preceding sentence.

                (j) Notwithstanding  the foregoing  provisions,  the  optionee's
employment or other contract with the Company may provide that upon  termination
of his  employment  or other  services  for other than Cause all  Options  shall
become immediately exercisable.

        7.  Stock Appreciation Rights.

                (a) Stock appreciation rights may be paid upon exercise in cash,
in Class A Common Stock or in any combination  thereof,  as the Committee in its
sole discretion may determine.  A stock appreciation right is an incentive award
that permits the holder to receive (per share  covered  thereby) an amount equal
to the amount by which the Fair Market  Value of a Share of Class A Common Stock
on the date of exercise  exceeds the Fair Market Value of such Share on the date
the stock appreciation right was granted.

                (b) The  Committee  may   grant  a  stock   appreciation   right
separately or in tandem with a related  Option and may grant both  "general" and
"limited" stock appreciation  rights. A general stock appreciation right granted
in  tandem  with a  related  Option  will  generally  have  the same  terms  and
provisions as the related  option with respect to  exercisability,  and the base
price of such a stock  appreciation  right will generally be equal to the option
price under the related Option. Upon the exercise of a tandem stock appreciation
right, the related Option will be deemed to be exercised for all purposes of the
Plan and vice versa.

                (c) A general stock  appreciation  right granted  separately and
not in  tandem  with any  Option  will  have  such  terms as the  Committee  may
determine.  The base price of a stand-alone stock  appreciation right may not be
less  than the Fair  Market  Value of the  Class A Common  Stock.  The term of a
stand-alone stock  appreciation  right may not be greater than 10 years from the
date it was granted.

                (d) A limited  stock  appreciation  right may be exercised  only
during  the 90  calendar  days  immediately  following  the date of a Change  in
Control.  For the purpose of  determining  the amount payable upon exercise of a
limited stock  appreciation  right,  the fair market value of the Class A Common
Stock will be equal to the higher of (x) the highest  Fair  Market  Value of the
Class A Common  Stock  during the 90-day  period  ending on the date the limited
stock  appreciation  right is exercised  and (y)  whichever of the  following is
applicable:

                         (i) the  highest  per  share  price  for Class A Common
                Stock or Class B Common  Stock  paid in any  tender or  exchange
                offer which is in effect at any time during the 90 calendar days
                preceding the exercise of the limited right;

                         (ii) the fixed or formula price of the  acquisition  of
                shares of Class A Common Stock in a merger or similar  agreement
                approved by the Company's  stockholders  or Board, if such price
                is determinable on the date of exercise; and

                         (iii)  the   highest   price  per  share  paid  to  any
                stockholder  of  the  Company  in  a  transaction  or  group  of
                transactions  giving rise to the  exercisability  of the limited
                right.

                In  no  event,  however,  may  the  holder  of a  limited  stock
appreciation  right  granted in tandem  with a related  Incentive  Stock  Option
receive an amount in excess of the maximum  amount  which will enable the Option
to continue to qualify as an Incentive  Stock Option  without the consent of the
Participant.  To the extent that the consideration  paid in any such transaction
described  above  consists  all or in  part  of  securities  or  other  non-cash
consideration,  the value of such non-cash  consideration shall be determined in
the sole discretion of the Committee.

                (e) Limited stock appreciation  rights are payable only in cash.
General  stand-alone stock appreciation  rights are payable only in cash, unless
the  Committee  provides   otherwise  at  the  time  of  grant.   General  stock
appreciation rights granted in tandem with a related option are payable in cash,
Class A Common  Stock or any  combination  thereof,  as  determined  in the sole
discretion of the Committee.  Notwithstanding  the foregoing,  and to the extent
required by Rule 16b-3, a payment, in whole or in part, of cash upon exercise of
a stock  appreciation  right may be made to an  optionee  who is an  officer  or
director of the Company  (within the meaning of Section 16 of the  Exchange  Act
and the rules and regulations  promulgated thereunder) only if (i) the right was
granted at least six (6) months  prior to the date of exercise  (except  that in
the event of the death or disability of the optionee  prior to the expiration of
the six month period,  this limitation  shall not apply) and (ii) the optionee's
election to exercise of the right is made (a) during the period beginning on the
third  business  day  following  the  date of  release  for  publication  of the
quarterly or annual summary  statements of sales and earnings of the Company and
ending on the twelfth business day following such date, (b) six (6) months prior
to the date the stock  appreciation  right  becomes  taxable  or (c)  during the
90-day period from and after a Change of Control.

                (f) Unless  otherwise  provided by the  Committee at the time of
grant, the provisions of Section 6 relating to the termination of the service of
a holder of an Option  shall apply  equally,  to the extent  applicable,  to the
holder of a stock appreciation right.

        8.  Restricted Stock Awards.

                (a) The Committee shall  determine the amount,  if any, and form
of the  consideration  to be received for shares of Restricted  Stock hereunder.
Such shares  shall be issued out of  authorized  but  unissued  shares or out of
treasury  shares.  The  recipient  of  Restricted  Stock  shall be recorded as a
stockholder of the Company,  at which time the Company,  at its discretion,  may
either issue a Restricted  Stock  Certificate or make a book entry credit in the
Company's  stock ledger to evidence  the award of such  Restricted  Stock.  Upon
issuance of a  Certificate  or recording of a book entry credit the  Participant
shall have,  subject to the provisions  hereof,  all the rights of a stockholder
with  respect to such shares and receive all  dividends  or other  distributions
made or paid with respect to such shares;  provided, that the shares themselves,
and any new,  additional or different  shares or securities  which the recipient
may be  entitled  to receive  with  respect to such  shares by virtue of a stock
split  or stock  dividend  or any  other  change  in the  corporate  or  capital
structure  of the  Company,  shall be  subject to the  restrictions  hereinafter
described.

                During  any  Restricted  Period  stock  certificates  issued for
Restricted  Stock,  if any,  shall be imprinted with a legend to the effect that
the stock represented thereby may not be sold, exchanged,  transferred, pledged,
hypothecated or otherwise disposed of except in accordance with the terms of the
Plan,  and each transfer  agent for the Class A Common Stock shall be instructed
to such effect.

                (b) During a period  following the date of grant,  as determined
by the Committee,  (the "Restricted Period"), the Restricted Stock or any rights
thereto  may  not be  sold,  assigned,  transferred,  pledged,  hypothecated  or
otherwise  encumbered  or disposed of by the  recipient,  except in the event of
death or the transfer  thereof to the Company  under the  provisions of the next
succeeding paragraph. In the event of the death, Disability or Retirement of the
recipient during the Restricted  Period,  such  restrictions  shall  immediately
lapse,  and  the  recipient  or,  in the  case  of the  recipient's  death,  his
Designated  Beneficiary,  the  legatee  under  his  last  will  or his  personal
representative or distributee  shall be free to transfer,  encumber or otherwise
dispose of the Restricted Stock.

                    Except as  provided  in  Section  8(c),  in the event  that,
during the  Restricted  Period,  the service of the recipient for the Company or
one of its Affiliates is terminated for any reason  (including  termination with
or  without  Cause  by  the  Company  or an  Affiliate  or  resignation  by  the
recipient),  other than  termination of service due to the death,  Disability or
Retirement of the  recipient,  then the shares of  Restricted  Stock held by him
shall be forfeited to the Company and the recipient shall  immediately  transfer
and return to the  Company  the  certificates,  if any have been  issued to him,
representing  all  the  Restricted  Stock  and  the  recipient's   rights  as  a
stockholder  with respect to the  Restricted  Stock shall cease,  effective with
such  termination of service.  Notwithstanding  the foregoing,  the  recipient's
service  contract  with the  Company may provide  that upon  termination  of his
service for other than Cause,  all Restricted Stock shall cease to be subject to
such restrictions.

                    A recipient's rights to Restricted Stock may not be assigned
or transferred except upon death by will, descent or distribution.  In the event
of any attempt by the recipient to sell, exchange, transfer, pledge or otherwise
dispose of shares of  Restricted  Stock in violation of the  provisions  hereof,
such shares shall be forfeited to the Company.

                (c) Notwithstanding the Restricted Period contained in the grant
of Restricted  Stock, in the event of a Change of Control,  all  restrictions on
shares of Restricted Stock shall  immediately  lapse and such Restricted  Shares
shall become immediately transferable and nonforfeitable.

                (d) Notwithstanding  anything  contained  in  the  Plan  to  the
contrary,  the Committee may determine,  in its sole discretion,  in the case of
any termination of a recipient's  service,  that the restrictions on some or all
of the shares of Restricted Stock awarded to a recipient shall immediately lapse
and  such   Restricted   Stock  shall  become   immediately   transferable   and
nonforfeitable.

         9.  Withholding Taxes.

                In  connection  with the  transfer  of  shares of Class A Common
Stock as a result  of the  exercise  of a  Non-Qualified  Stock  Option or stock
appreciation  right, or the award of Restricted Stock, the Company is authorized
(a) not to issue a  certificate  for such shares until it has  received  payment
from the  Participant  of any  Withholding  Tax in cash or by the  retention  or
acceptance upon delivery  thereof by the Participant of shares of Class A Common
Stock  sufficient  in Fair Market Value to cover the amount of such  Withholding
Tax and (b) to retain or sell without notice,  or to demand surrender of, shares
of Class A Common Stock in value  sufficient to cover any  Withholding  Tax. The
Company  shall have the right to  withhold  from any cash  amounts  due from the
Company  to the award  recipient  pursuant  to the Plan an  amount  equal to the
Withholding  Tax. In either case,  the Company  shall make payment (or reimburse
itself for payment  made) to the  appropriate  taxing  authority of an amount in
cash equal to the amount of such Withholding  Tax,  remitting any balance to the
Participant.  For  purposes  of this  Section 9, the value of shares of Class  A
Common Stock so retained or surrendered  shall be equal to the Fair Market Value
of such  shares on the date  that the  amount  of the  Withholding  Tax is to be
determined (the "Tax Date"),  and the value of shares of Class A Common Stock so
sold shall be the actual net sale price per share (after  deduction of expenses)
received by the Company.

                Notwithstanding  the  foregoing,   the  Participant  may  elect,
subject to  approval by the  Committee,  to satisfy  the  obligation  to pay any
Withholding  Tax,  in whole or in part,  by  providing  the  Company  with funds
sufficient  to enable the Company to pay such  Withholding  Tax or by having the
Company  retain or accept upon  delivery  thereof by the  Participant  shares of
Class A Common Stock sufficient in Fair Market Value to cover the amount of such
Withholding  Tax. Each election by a Participant  to have shares  retained or to
deliver shares for this purpose shall be subject to the following  restrictions:
(i) the  election  must be in  writing  and made on or prior to the Tax Date and
(ii) if the  Participant  is  subject  to Section  16 of the  Exchange  Act,  an
election to have  shares  retained  to satisfy  the  Withholding  Tax must be an
irrevocable  election  made at  least  six  months  prior to the Tax Date or the
withholding  election must become  effective  during the ten business day period
beginning  on the third  business  day  following  the date on which the Company
releases for publication its annual or quarterly summary statements of sales and
earnings and ending on the twelfth  business day  following  the date of release
thereof.

         10. Transferability and Ownership Rights of Options,
             Stock Appreciation Rights and Awards         

                No option or stock appreciation right granted or any Award under
the Plan shall be  transferable  otherwise than pursuant to the designation of a
Designated  Beneficiary or by will,  descent or  distribution,  or pursuant to a
qualified  domestic  relations order ("QDRO") as defined in the Code. Any option
or stock appreciation right may be exercised,  during the lifetime of the holder
thereof only by him (or if permissible  under applicable law, by his guardian or
legal  representative  or a transferee  under a QDRO).  The holder of an option,
stock appreciation right or Award shall have none of the rights of a stockholder
until the shares subject  thereto or awarded  thereby shall have been registered
in the name of such holder on the transfer books of the Company.

         11. Section 16(b) Compliance and Bifurcation of Plan.

                It is the  intention of the Company  that,  while the  Company's
equity  securities  are  registered  pursuant  to Section  12(b) or 12(g) of the
Exchange  Act, the Plan shall  comply in all respects  with Rule 16b-3 under the
Exchange Act. If any Plan provision is later found not to be in compliance  with
such section, the provision shall be deemed null and void, and in all events the
Plan shall be construed in favor of its meeting the  requirements of Rule 16b-3.
Notwithstanding anything in the Plan to the contrary, the Board, in its absolute
discretion, may bifurcate the Plan so as to restrict, limit or condition the use
of any  provision of the Plan to  participants  who are  officers and  directors
subject to Section 16 of the  Exchange Act without so  restricting,  limiting or
conditioning the Plan with respect to other participants.

        12. Adjustments Upon Changes in Capitalization.

                Except as otherwise provided herein, in the event of any changes
in the  outstanding  stock of the  Company by reason of stock  dividends,  stock
splits, recapitalizations, mergers, consolidations, combinations or exchanges of
shares, split-ups, split-offs,  spin-offs, liquidations or other similar changes
in  capitalization,   or  any  distribution  to  stockholders  other  than  cash
dividends,  the Committee shall make such  adjustments,  if any, in light of the
change or distribution  as the Committee in its sole discretion  shall determine
to be appropriate  to (i) the number or kind of shares  available for the future
granting  of Awards  hereunder,  (ii) the number  and type of shares  subject to
outstanding  Awards,  and (iii) the  grant,  purchase,  or  exercise  price with
respect to any Award; or if it deems such action appropriate,  the Committee may
make  provision  for a cash  payment  to the  holder  of an  outstanding  Award;
provided,  however,  that with  respect to any ISO no such  adjustment  shall be
authorized  to the extent that such would cause the ISO to violate  Code Section
422 or any successor provision thereto without the consent of the optionee.  The
determination of the Committee as to the adjustments or payments,  if any, to be
made shall be conclusive.

         13. Amendment and Termination.

                Unless  the Plan  shall  theretofore  have  been  terminated  as
hereinafter  provided,  the Plan shall  terminate  on, and no awards of Options,
stock  appreciation  rights, or Restricted Stock shall be made after,  April 30,
1999, provided, however, that such termination shall have no effect on awards of
stock appreciation  rights,  Restricted Stock or Options made prior thereto. The
Plan may be terminated,  modified or amended by the stockholders of the Company.
The Board of Directors of the Company may also  terminate the Plan, or modify or
amend the Plan in such  respects as it shall deem  advisable in order to conform
to any change in any law or regulation applicable thereto, or in other respects.
However,  to the extent  required by applicable law or  regulation,  stockholder
approval will be required for any amendment  which will (a) materially  increase
the total  number of shares as to which  Awards  may be granted or which may be,
used in payment of stock  appreciation  right awards under the Plan or which may
be issued as  Restricted  Stock,  (b)  materially  change  the class of  persons
eligible to receive awards of Restricted Stock and grants of stock  appreciation
rights or Options, (c) materially increase the benefits accruing to Participants
under  the  Plan,  or (d)  otherwise  require  stockholder  approval  under  any
applicable  law or  regulation.  The amendment or  termination of the Plan shall
not,  without the consent of the recipient of any award under the Plan, alter or
impair any rights or obligations under any award  theretofore  granted under the
Plan.

        14. General Provisions.

                (a) No  Employee,  Participant  or other  Person  shall have any
claim to be granted any Award  under the Plan,  and there is no  obligation  for
uniformity of treatment of employees,  Participants, or holders or beneficiaries
of Awards  under the Plan.  The terms and  conditions  of Awards need not be the
same with respect to each recipient.

                (b) Nothing  contained in the Plan shall  prevent the Company or
any  Affiliate  from  adopting  or  continuing  in  effect  other or  additional
compensation   arrangements  and  such  arrangements  may  be  either  generally
applicable or applicable only in specific cases.

                (c) The  grant of an Award  shall not be  construed  as giving a
Participant  the  right to be  retained  in the  employ  of the  Company  or any
Affiliate.  Further,  the  Company  or an  Affiliate  may at any time  dismiss a
Participant  from  employment,  free from any  liability  or any claim under the
Plan, unless otherwise expressly provided in the Plan or in any Award Agreement.

                (d) The Committee  may correct any defect,  supply any omission,
or reconcile any  inconsistency  in any Award Agreement in the manner and to the
extent it shall deem desirable to carry out the intentions of the Plan.

                (e) The validity,  construction,  and effect of the Plan and any
rules and  regulations  relating to the Plan shall be  determined  in accordance
with the laws of the State of Connecticut and applicable Federal law.

                (f) If any  provision  of the Plan or any Award is or becomes or
is deemed to be invalid, illegal, or unenforceable in any jurisdiction, or as to
any Person or Award,  or would  disqualify  the Plan or any Award  under any law
deemed applicable by the Committee,  such provision shall be construed or deemed
amended to conform to applicable laws, or if it cannot be so construed or deemed
amended without, in the determination of the Committee,  materially altering the
intent of the Plan or the Award,  such  provision  shall be  stricken as to such
jurisdiction,  Person or Award and the  remainder of the Plan and any such Award
shall remain in full force and effect.

                (g) Neither the Plan nor any Award shall  create or be construed
to  create a trust or  separate  fund of any  kind or a  fiduciary  relationship
between the Company or any Affiliate and a Participant  or any other Person.  To
the extent that any Person acquires a right to receive payments from the Company
or any Affiliate  pursuant to an Award,  such right shall be no greater than the
right of any unsecured general creditor of the Company or any Affiliate.

                (h) No fractional Share shall be issued or delivered pursuant to
the Plan or any Award,  and the Committee  shall determine  whether cash,  other
securities,  or  other  property  shall  be paid or  transferred  in lieu of any
fractional Shares, or whether such fractional Shares or any rights thereto shall
be canceled, terminated, or otherwise eliminated.

                (i) Headings are given to the  sections and  subsections  of the
Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or  interpretation of
the Plan or any provision thereof.  All references to the masculine gender shall
mean and include both the masculine and feminine gender.

         15. Effectiveness of the Plan.

                The  Plan  shall  become  effective  upon  its  approval  by the
Shareholders of the Company.  The Committee may in its discretion  authorize the
awarding of Restricted Stock and the granting of Options and stock  appreciation
rights,  the  payments,  issuance or exercise of which,  respectively,  shall be
expressly  subject to the conditions that (a) the shares of Class A Common Stock
reserved  for  issuance  under the Plan shall have been duly  listed,  upon each
stock  exchange in the United  States upon which Class A Common  Stock is traded
and (b) a registration  statement  under the Securities Act of 1933, as amended,
with respect to such shares shall have become effective.

<PAGE>
                                                              EXHIBIT 4.6



                        AMERICAN MAIZE-PRODUCTS COMPANY
                                1994 STOCK PLAN
                             STOCK OPTION AGREEMENT

         Subject to the terms of the 1994 Stock  Plan (the  "Plan") of  American
Maize-Products  Company  (the  "Company"),  a true  copy of  which  is  attached
hereto,______________________  ("Optionee") is hereby granted an Incentive Stock
Option,  as defined  in the Plan,  (referred  to as the  "Option")  to  purchase
________________ shares of the Class A Common Stock of the Company at a price of
$20.00 per share,  such price per share  being not less than 100  percent of the
fair market  value of the stock at the time this Option is granted  (the "Option
Price").  This Option  expires on June 28, 2004,  (not later than ten (10) years
from the date hereof) and is subject to any earlier  termination  as provided in
the Plan.

         This Option shall be exercisable by the Optionee in whole or in part at
any time prior to its termination and after June 28, 1995.

         The Optionee hereby accepts the Option specified above.

         This Option is not transferable by the Optionee  otherwise than by will
and by the laws of  descent  and  distribution  and is  exercisable  during  the
Optionee's lifetime only by such Optionee.



Dated as of June 29, 1994.


AMERICAN MAIZE-PRODUCTS COMPANY                        Accepted:

By ____________________________                    By _________________________
   Its Vice President                                  Optionee




<PAGE>

                                                                  EXHIBIT 5.1





                                                            August 2, 1994

American Maize-Products Company
250 Harbor Drive
Stamford, CT 06902

Ladies and Gentlemen:

         We refer to the Registration  Statement on Form S-8 dated July 29, 1994
of  American  Maize-Products  Company,  a  Maine  corporation  (the  "Company"),
relating to the Company's  1994 Stock Plan (the "Plan") and 800,000  shares (the
"Shares")  of the  Company's  Class A Common  Stock,  par value  $.80 per share,
proposed to be registered for issuance under the Plan.

         We have examined the originals,  or photostatic or certified copies, of
such records and certificates of the Company,  such  certificates of officers of
the  Company,  and such other  documents  as we have  deemed  relevant.  In such
examination we have assumed the genuineness of all signatures,  the authenticity
of all  documents  submitted  to us as  originals,  the  conformity  to original
documents of all documents  submitted to us as certified or photostatic  copies,
and the  authenticity of the originals of such copies.  We have also assumed the
accuracy and completeness of statements of fact contained in such documents.

         Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly  authorized  and,  when issued and paid for in  accordance
with  the  terms  of  the  Plan,  will  be  validly  issued,   fully  paid,  and
nonassessable,  and no personal  liability  will attach to the ownership of such
Shares.

         We  consent  to  the  filing  of  this  opinion  as an  exhibit  to the
Registration  Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required  under Section 7 of
the  Securities  Act of  1933  or  the  General  Rules  and  Regulations  of the
Securities and Exchange Commission.

                                                      Very truly yours,



                                                       VERRILL & DANA
GSF:mm
<PAGE>
                                                             EXHIBIT 23.1




                       CONSENT OF INDEPENDENT ACCOUNTANTS
                                  -----------




We consent to the  incorporation by reference in the  Registration  Statement of
American Maize-Products Company on Form S-8 (for the 1994 Stock Plan of American
Maize-Products  Company) of our report dated  February 22, 1994 on our audits of
the  consolidated  financial  statements  and financial  statement  schedules of
American  Maize-Products  Company as of December 31, 1993 and 1992,  and for the
years ended December 31, 1993,  1992, and 1991,  which report is included in the
Annual  Report on Form 10-K. We also consent to the reference to us under Item 5
in the Registration Statement.




                                                COOPERS & LYBRAND L.L.P.


Stamford, Connecticut
August 2, 1994
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 71200}]
{"company-data": {"conformed-name": "AMERICAN MAIZE PRODUCTS CO", "cik": "0000005405", "assigned-sic": "2040", "irs-number": "130432720", "state-of-incorporation": "ME", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-54893", "film-number": "94541476"}, "business-address": {"street1": "250 HARBOR DR", "street2": "P O BOX 10128", "city": "STAMFORD", "state": "CT", "zip": "06902", "phone": "2033569000"}, "mail-address": {"street1": "250 HARBOR DRIVE", "city": "STAMFORD", "state": "CT", "zip": "06902"}}
As filed with the Securities and Exchange Commission on August 3, 1994
                                    Registration No. 33- __________________

_______________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  _____________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                                  _____________

                        AMERICAN MAIZE-PRODUCTS COMPANY
             (Exact name of registrant as specified in its charter)

                Maine                                13-0432720
    (State or other jurisdiction                 (I.R.S. Employer
  of incorporation or organization)              Identification No.)
 
                                250 Harbor Drive
                               Stamford, CT 06902
              (Address of Principal Executive Offices) (Zip Code)

                        AMERICAN MAIZE-PRODUCTS COMPANY
                                1994 STOCK PLAN
                            (Full title of the plan)

                            Robert M. Stephan, Esq.
                       Vice President and General Counsel
                        American Maize-Products Company
                                250 Harbor Drive
                               Stamford, CT 06902
                                 (203)356-9000
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

_______________________________________________________________________________

                        CALCULATION OF REGISTRATION FEE
_______________________________________________________________________________
Title of securities    Amount           Proposed   Proposed     Amount of
to be registered       to be            maximum    maximum      registration fee
                       registered       offering   aggregate
                                        price      offering
                                        per        price(1)
                                        share(1)
_______________________________________________________________________________

Class A Common Stock
par value $.80 per     800,000 shares   $20.8125   $16,650,000  $5,741.38
share

(1) Pursuant to Rule 457(h),  these prices are estimated  solely for the purpose
of calculating the  registration  fee and are based upon the average of the high
and low sales  prices of the  Registrant's  Class A Common Stock on the American
Stock Exchange on August 2, 1994.

     There are also registered hereunder such additional indeterminate number of
shares as may be issued as a result of the antidilution provisions of the Plan.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The document(s) containing information specified by Part I of this Form
S-8 Registration  Statement (the  "Registration  Statement") has been or will be
sent  or  given  to  participants  in  the  plan  listed  on  the  cover  of the
Registration  Statement (the "Plan") as specified in Rule 428(b)(1)  promulgated
by  the  Securities  and  Exchange   Commission  (the  "Commission")  under  the
Securities Act of 1933, as amended (the "Securities  Act"). Such document(s) are
not being filed with the  Commission  but  constitute  (along with the documents
incorporated by reference into the Registration  Statement pursuant to Item 3 of
Part II hereof),  a prospectus  that meets the  requirements of Section 10(a) of
the Securities Act.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

           The following  documents  filed with the Commission are  incorporated
herein by reference:

(1)        The Annual Report on Form 10-K of American  Maize-Products Company, a
           Maine corporation (the "Company"), for the fiscal year ended December
           31, 1993, as amended by Form 10-K/A, dated June 29, 1994;

(2)        The Company's quarterly  report on  Form 10-Q for the  quarter  ended
           March 31, 1994; and

(3)        The description of the Class A Common Stock, $.80 par value ("Class A
           Common   Stock"),   of  the  Company   contained  in  the   Company's
           Registration Statement on Form S-4 (Registration No. 33-55946).

           All documents  subsequently filed by the Company pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as amended
(the "Exchange Act"),  prior to the filing of a  post-effective  amendment which
indicates  that the Class A Common Stock offered  pursuant to this  Registration
Statement has been sold or which  deregisters all such Class A Common Stock 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 the filing of
such documents.

Item 4.    Description of Securities.

           Not Applicable.

Item 5.    Interests of Named Experts and Counsel.

           The validity of the shares  registered  hereunder  has been passed on
for the  Company by the law firm of Verrill & Dana,  Portland,  Maine.  Peter B.
Webster, a partner in such firm, serves as Clerk of the Company.

           The  consolidated   financial   statements  and  financial  statement
schedules of American  Maize-Products  Company incorporated by reference in this
Registration   Statement  have  been  examined  by  Coopers  &  Lybrand  L.L.P.,
independent  certified  public  accountants,  to the extent and for the  periods
indicated in their reports also incorporated  herein, and have been incorporated
herein upon the authority of said firm as experts in accounting and auditing.

Item 6.    Indemnification of Directors and Officers.

           Section  719  of  the  Maine  Business   Corporation   Act  provides,
generally,  that a corporation  shall have the power to indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding (except, subject to certain limitations,
actions by or in the right of the  corporation)  by reason of the fact that such
person  is or was a  director,  officer,  employee  or agent of the  corporation
against all expenses,  including attorneys' fees,  judgments,  fines and amounts
paid in settlement actually and reasonably incurred by such person in connection
with such action,  suit or proceeding;  provided that no indemnification  may be
provided for any person with respect to any matter as to which that person shall
have been finally  adjudicated  not to have acted  honestly or in the reasonable
belief that such person's actions was in or not opposed to the best interests of
the corporation or its stockholders  and, with respect to any criminal action or
proceeding  had  reasonable  cause to believe  that such  person's  conduct  was
unlawful.  A corporation may similarly indemnify such person with respect to any
claim,  issue or matter  asserted  by or in the right of the  corporation  as to
which that person is finally adjudicated to be liable if the court in which such
action,  suit or proceeding was brought shall have  determined  that, in view of
all the circumstances of the case, such person is fairly and reasonably entitled
to indemnification for such amounts which such court shall deem reasonable.

           The By-Laws of the Company  provide  for the  indemnification  of the
Company's directors and officers to the fullest extent provided by Maine law. In
addition,  the  Company's  By-Laws  provide  that the  Company  has the power to
purchase liability insurance policies covering its directors and officers.

Item 7.    Exemption from Registration Claimed.

           Not Applicable.

Item 8.    Exhibits.

Exhibit
Number           Description

4.1              Restated Articles of Incorporation, as amended through February
                 26, 1993,  incorporated  by  reference to Exhibit  3.(a) to the
                 Company's  Annual Report on Form 10-K for the fiscal year ended
                 December 31, 1992.

4.2              By-Laws,  as amended to  February  24,  1993,  incorporated  by
                 reference to Exhibit 3.(b)   to the Company's  Annual Report on
                 Form 10-K for the fiscal year ended December 31, 1992.

4.3              Specimen copy of the  certificates  for the  Company's  Class A
                 Common  Stock,  par  value  $.80  per  share,  incorporated  by
                 reference  to  Exhibit  4.3  to  the   Company's   Registration
                 Statement on Form S-4 (No. 33-55946).

4.4              1994 Stock Plan.

4.6              Form of Stock Option Agreement

5.1              Opinion of Verrill & Dana with respect to the  legality  of the
                 securities being registered.

23.1             Consent of Coopers & Lybrand L.L.P.

23.2             Consent of Verrill & Dana (contained in their  opinion filed as
                 Exhibit 5.1)

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:

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

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

                 (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 the information  required to be included in a post-effective  amendment
by those  paragraphs is contained in periodic  reports  filed by the  registrant
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated by reference in the Registration Statement.

           (2) That,  for the purpose of  determining  any  liability  under the
Securities Act, 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 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,  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 the 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 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 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 and will be  governed by the final
adjudication of such issue.
SIGNATURES

           Pursuant to the  requirements  of the Securities  Act, 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 Stamford, State of Connecticut, on July 29, 1994.

                                       AMERICAN MAIZE-PRODUCTS COMPANY

                                       By /s/ Patric J. McLaughlin
                                       ____________________________
                                          Patric J. McLaughlin
                                          President and Chief Executive Officer
                                          and Director

           Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following  persons in the capacities  indicated
on this 29th day of July, 1994.

      Name                                       Title

      /s/ William Ziegler, III
      _________________________
      William Ziegler, III                Chairman of the Board
                                          and Director

      /s/ Patric J. McLaughlin
      _________________________
      Patric J. McLaughlin                President and Chief Executive Officer
                                          and Director
                                          (Principal Executive Officer)

      _________________________
      Leslie C. Liabo                      Director

      /s/ Charles B. Cook, Jr.
      _________________________
      Charles B. Cook, Jr.                 Director

      /s/ Paul F. Engler
      _________________________
      Paul F. Engler                       Director

      /s/ James E. Harwood
      _________________________
      James E. Harwood                     Director

      /s/ John R. Kennedy
      _________________________
      John R. Kennedy                      Director

      /s/ C. Alan MacDonald
      _________________________
      C. Alan MacDonald                    Director

      /s/ H. Barclay Morley
      _________________________
      H. Barclay Morley                    Director

      /s/ William L. Rudkin
      _________________________
      William L. Rudkin                    Director

      _________________________
      Wendell M. Smith                     Director

      /s/ William C. Steinkraus
      _________________________
      William C. Steinkraus                Director

      /s/ Raymond S. Troubh
      _________________________
      Raymond S. Troubh                    Director

      /s/ Edward P. Norris
      _________________________
      Edward P. Norris                     Vice President and Chief Financial
                                           Officer
                                           (Principal Financial and Accounting
                                           Officer)
EXHIBIT INDEX

                                                                     Sequential
Exhibit                                                                 Page
Number                              Exhibit                            Number

4.1                 Restated Articles of Incorporation,                  *
                    as amended  through  February  26, 1993,
                    incorporated  by reference to Exhibit
                    3.(a) to the  Company's  Annual Report
                    on Form 10-K for the fiscal year ended
                    December 31, 1992.

4.2                 By-Laws,  as amended to February 24, 1993,           *
                    incorporated by reference to Exhibit 3.(b)
                    to the  Company's Annual Report on Form
                    10-K for the fiscal year ended December
                    31, 1992.

4.3                 Specimen copy of the certificates for the            *
                    Company's Class A Common Stock, par value
                    $.80 per share, incorporated by reference
                    to Exhibit 4.3 to the Company's Registration
                    Statement on Form S-4 (No. 33-55946).

4.4                 1994 Stock Plan.                                     9

4.6                 Form of Stock Option Agreement                      29

5.1                 Opinion of Verrill & Dana with respect to           32
                    the legality of the securities being
                    registered.

23.1                Consent of Coopers & Lybrand L.L.P.                 34

23.2                Consent of Verrill & Dana (contained in
                    their opinion filed as Exhibit 5.1)

- ----------------------
* Incorporated by reference
EXHIBIT 4.4 

                        AMERICAN MAIZE-PRODUCTS COMPANY

                                1994 STOCK PLAN

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

         1.  Purpose.

                The purpose of the 1994 Stock Plan (the "Plan") is to secure for
the Company and its stockholders the benefits inherent in stock ownership in the
Company by officers and other key  employees  of the Company and its  Affiliates
who  can  make a  substantial  contribution  to  the  success  of the  Company's
business. It is anticipated that such stock ownership will stimulate the efforts
of such key  employees,  give them a closer  identity  with the  success  of the
Company  and  strengthen  their  desire  to  remain  with  the  Company.  It  is
anticipated,  also,  that the Plan will aid the  Company and its  Affiliates  in
competing  for and  retaining the services of new personnel who may from time to
time be needed.

         2.  Definitions.

                As used in the Plan,  the following  terms have the meanings set
forth below:

                (a)  "Affiliate"  shall mean (i) any  entity  that  directly  or
through one or more  intermediaries,  is  controlled  by the Company or (ii) any
entity in which the Company has a significant equity interest,  as determined by
the Committee.

                (b)  "Award"  shall mean any Option,  Stock  Appreciation Right,
Limited Stock Appreciation Right or Restricted Stock granted under the Plan.

                (c)  "Award   Agreement"  shall  mean  any  written   agreement,
contract, or other instrument or document evidencing any Award granted under the
Plan.

                (d)  "Board of  Directors"  or  "Board"  shall mean the Board of
Directors of the Company as it may be composed from time to time.

                (e)  "Cause"  shall  mean  (i)  any  act or  omission  knowingly
undertaken  or omitted  with the intent of causing  damage to the  Company,  its
properties,  assets or  business or its  shareholders,  officers,  directors  or
employees,   (ii)  any  fraud,   misappropriation   or  embezzlement   involving
properties,  assets or funds of the Company, or (iii) conviction of, or pleading
nolo contendere to, any crime or offense  involving  moneys or other property of
the Company or any other felony  offense for any crime of moral  turpitude.  The
determination  of "Cause"  shall be within the sole  discretion of the Committee
and the exercise of such  discretion  shall be  conclusive  and binding upon all
other interested parties.

                (f)  "Class A Common  Stock"  shall mean the  Company's  Class A
Common Stock, par value $0.80 per share.

                (g)  "Change of Control" means:

                         (1) a "Board Change." For purposes of the Plan, a Board
                Change shall have  occurred if a majority of the Board  consists
                of  individuals  other than Incumbent  Directors.  An "Incumbent
                Director"  is a member  of the Board as of the date this Plan is
                approved by the  shareholders  of the Company and any individual
                subsequently becoming a director whose election or nomination is
                approved by a majority of the Incumbent Directors of the Company
                then in office.

                         (2) The acquisition by any individual,  entity or group
                (within  the meaning of Section  13(d) or 14(d) of the  Exchange
                Act) (a "Person") of "Beneficial  Ownership" (within the meaning
                of Rule 13d-3 promulgated under the Exchange Act) of 20% or more
                of the  combined  voting  power of the then  outstanding  voting
                securities of the Company as  calculated  in accordance  with 16
                CFR ss.  801.12 (the  "Outstanding  Voting  Securities"),  which
                acquisition  is not  approved  in advance  by a majority  of the
                Incumbent  Directors;  provided,  however,  that  the  following
                acquisitions  shall not constitute a Change of Control:  (w) any
                acquisition by the Company,  (x) any acquisition by any employee
                benefit plan (or related  trust)  sponsored or maintained by the
                Company or any  corporation  controlled by the Company,  (y) any
                acquisition  by any  affiliate of a person owning 20% or more of
                the  Outstanding  Voting  Securities  as of the date the Plan is
                approved  by  the  Shareholders  of  the  Company,  or  (z)  any
                acquisition  by any  corporation  pursuant to a  reorganization,
                merger or  consolidation,  if,  following  such  reorganization,
                merger or consolidation more than 50% of, respectively, the then
                outstanding shares of common stock of the corporation  resulting
                from  such  reorganization,  merger  or  consolidation  and  the
                combined voting power of the then outstanding  voting securities
                of such  corporation  entitled to vote generally in the election
                of directors is then beneficially owned, directly or indirectly,
                by all or substantially  all of the individuals and entities who
                were  the  beneficial  owners,  respectively,  of the  Company's
                outstanding  common  stock  and  outstanding  voting  securities
                immediately   prior   to   such   reorganization,    merger   or
                consolidation  in  substantially  the same  proportions as their
                ownership,  immediately prior to such reorganization,  merger or
                consolidation,  of the outstanding  common stock and outstanding
                voting securities, as the case may be; or

                          (3) Approval by the stockholders of the Company of (i)
                a complete liquidation or dissolution of the Company or (ii) the
                sale or other  disposition  of all or  substantially  all of the
                assets of the Company.

                (h)  "Code"  shall mean the  Internal  Revenue  Code of 1986, as
amended from time to time, or any successor code thereto.

                (i)  "Committee" shall  mean  the  committee  designated  by the
Board of Directors pursuant to Section 3 to administer the Plan, which committee
shall be composed of not less than the minimum number of members of the Board of
Directors from time to time required by Rule 16b-3 or any applicable law.

                (j)  "Company"  shall mean American  Maize-Products Company,  or
any successor thereto.

                (k)  "Employee" shall mean any employee of the Company or of any
Affiliate.

                (l)  "Designated  Beneficiary"  means any person  designated  in
writing by a Participant as a legal  recipient of payments due under an Award in
the event of the Participant's death, or in the absence of such designation, the
Participant's estate. Such designation must be on file with the Company in order
to be effective but, unless the Participant has made an irrevocable designation,
may be changed from time to time by the Participant.

                (m)  "Disability" means that the Participant terminated services
under circumstances  that, in the determination of the Committee,  would entitle
him to disability benefits under the Company's Long Term Disability Plan.

                (n)  "Fair  Market  Value"  shall  mean,  with  respect  to  any
property (including,  without limitation,  any Shares or other securities),  the
fair market value of such  property  determined by such methods or procedures as
shall be established from time to time by the Committee.

                (o)  "Incentive  Stock  Option"  or "ISO"  shall  mean an option
granted under Section 6 of the Plan that is intended to meet the requirements of
Section 422 of the Code, or any successor provision thereto.

                (p)  "Non-Qualified  Stock Option" shall mean an option  granted
under the Plan that is not intended to be an Incentive Stock Option.

                (q)  "Option"  shall  mean  an  Incentive   Stock  Option  or  a
Non-Qualified Stock Option.

                (r)  "Participant"  shall  mean an  Employee who  is  granted an
Award under the Plan.

                (s)  "Person"   shall   mean   any   individual,    corporation,
partnership,    association,    joint-stock   company,   trust,   unincorporated
organization, or government or political subdivision thereof.

                (t)  "Restricted  Securities"  shall mean  Awards of  Restricted
Stock or other Awards under which issued and outstanding Shares are held subject
to certain restrictions.

                (u)  "Restricted  Stock"  shall  mean any  Share  granted  under
Section 8 of the Plan.

                (v)  "Retirement"  means the  termination  of the  services of a
Participant  because  of  normal  or early  retirement  under  the  terms of any
retirement plan of the Company applicable to the Participant.

                (w)  "Rule  16b-3"  shall mean  Rule  16b-3  promulgated  by the
Securities and Exchange  Commission ("SEC") under the Securities Exchange Act of
1934, as amended, or any successor rule or regulation thereto.

                (x)  "Share" or "Shares"  shall mean  share(s) of Class A Common
Stock of the Company,  and such other  securities  or property as may become the
subject of Awards pursuant to the adjustment provisions of Section 12.

                (y)  "Withholding  Tax" means any tax,  including  any  federal,
state or local income tax, required by any governmental entity to be withheld or
otherwise  deducted  and paid with  respect to the transfer of shares of Class A
Common Stock as a result of a  disqualifying  disposition of an Incentive  Stock
Option,  the  exercise of a  Non-Qualified  Stock  Option or stock  appreciation
right, or the award of Restricted Stock.

         3.  Administration.

                The Plan shall be administered by the Committee appointed by the
Board from time to time.  Each member of the Committee  shall at all times while
serving be (i) a "disinterested director" within the meaning of Section 16(b) of
the  Exchange Act and (ii) an "outside  director"  within the meaning of Section
162(m)  of the  Code  and  Proposed  Treas.  Reg.  1.162-27  (or  any  successor
provisions) as may be in effect).  Subject to the express provision of the Plan,
the Committee shall have plenary authority, in its discretion,  to determine the
individuals to whom, and the time or times at which,  Restricted  Stock shall be
awarded and stock  appreciation  rights or Options shall be granted  (including,
without  limitation,  whether such Options  shall be Incentive  Stock Options or
Non-Qualified  Stock  Options  or a  combination  thereof),  and the  number  of
options,  rights  and/or  shares to be covered  by each such award or grant.  In
making such  determinations,  the  Committee may take into account the nature of
the  services  rendered  by  the  respective  Participants,  their  present  and
potential  contributions to the Company's  success and such other factors as the
Committee in its discretion may deem relevant. Subject to the express provisions
of the Plan, the Committee  shall have plenary  authority to interpret the Plan,
to  prescribe,  amend and  rescind  rules  and  regulations  relating  to it, to
determine  the terms  and  provisions  of Award  Agreements  (which  need not be
identical) and to make all other  determinations  necessary or advisable for the
administration  of the  Plan.  The  Committee's  determinations  of the  matters
referred to in this Section 3 shall be conclusive.

        4.  Shares Available for Award.

                (a)  The  maximum  number  of  Shares  that  may  be  issued  to
Participants  pursuant  to Awards  under the Plan shall be 800,000  Shares  (the
"Plan Maximum"),  subject to adjustment as provided in Section 12 hereof. In its
discretion,  the Company may issue treasury  Shares or authorized but previously
unissued  Shares  pursuant to Awards.  For the purpose of accounting  for Shares
available for Awards under the Plan, the following shall apply:

                         (i) Only Shares  relating to Awards  actually issued or
                 granted  hereunder  shall be counted  against the Plan Maximum.
                 Shares  corresponding to Awards that by their terms expired, or
                 that are  forfeited,  canceled  or  surrendered  to the Company
                 without full  consideration  paid therefor shall not be counted
                 against the Plan Maximum.

                          (ii) Shares that are forfeited by a Participant  after
                 issuance,  or that are reacquired by the Company after issuance
                 without full  consideration  paid therefor,  shall be deemed to
                 have never been issued under the Plan and accordingly shall not
                 be counted against the Plan Maximum.

                (b) The  maximum  number of Shares for which ISOs may be granted
under the Plan  shall not exceed  the Plan  Maximum  as defined in Section  4(a)
above, subject to adjustment as provided in Section 12 hereof.

                (c) No  Participant  who is a "covered  employee"  as defined in
Section  162(m) (3) of the Code shall be  granted  Awards for more than  200,000
shares over any five (5) calendar year period, subject to adjustment as provided
in Section 12 hereof.

                (d) Shares  issued under other plans of the Company shall not be
counted against the Plan Maximum under the Plan.

         5.  Eligibility.

                Employees  (which term as used herein includes  officers) of the
Company  and its  Affiliates  who are not  members  of the  Committee  shall  be
eligible to be designated as a Participant. Participants may receive one or more
awards  of  Restricted  Stock  or  one  or  more  grants  of  options  or  stock
appreciation  rights,  or any combination  thereof,  as the Committee shall from
time to time determine, and such determinations may be different as to different
Participants and may vary as to different awards and grants.

        6.  Option Grants.

                (a)  The  Committee  is  authorized   under  the  Plan,  in  its
discretion,  to issue  options as Incentive  Stock  Options or as  Non-Qualified
Stock Options and the Options shall be designated as Incentive  Stock Options or
Non-Qualified  Stock Options in the applicable  option  agreement.  The purchase
price of the Class A Common Stock under each Option granted under the Plan shall
be  determined  by the  Committee  but  shall be not less  than 100% of the Fair
Market Value of the Class A Common Stock at the time such Option is granted.

                (b) The Committee  shall determine the time or times at which an
Option may be exercised in whole or in part; provided,  however, that (i) except
as otherwise  provided in Section  6(e)  hereof,  an Option may not be exercised
during the first year from the date of its  grant,  and (ii) in no event,  shall
the period for  exercising  an option extend more than 10 years from the date of
grant. The Committee shall also determine the method or methods by which Options
may be exercised,  and the form or forms (including  without  limitation,  cash,
Shares, other Awards, or other property,  or any combination  thereof, having  a
Fair Market Value on the exercise date equal to the relevant  exercise price) in
which payment of the exercise  price with respect  thereto may be made or deemed
to have been made.

                (c) The terms of any  Incentive  Stock Option  granted under the
Plan shall  comply in all  respects  with the  provisions  of Section 422 of the
Code,  or any  successor  provision  thereto,  and any  regulations  promulgated
thereunder.

                (d) In the event that a  Participant's  services for the Company
or its Affiliates shall cease and the termination of such  individual's  service
is for Cause, any unexercised Options shall  automatically  terminate upon first
notification  to the option holder of such  termination of services,  unless the
Committee determines otherwise.

                    In the  event  of the  termination  of the  services  of the
holder  of an  Option  because  of  Retirement  or  Disability,  he may  (unless
otherwise  provided  in his Award  Agreement)  exercise  such Option at any time
within a three (3) year period beginning on such termination,  but not after the
expiration of the Option,  to the extent of the number of Shares covered by such
Option,  whether or not such Shares had become purchasable by him at the date of
the  termination  of his services.  (Although the Option may be exercised  after
retirement or disability,  under Section 422 of the Code, if the option has been
designated  as an Incentive  Stock  Option,  it must be  exercised  within three
months  after  the date of  retirement  or one year  after  the  termination  of
employment due to disability in order to qualify for incentive  stock option tax
treatment.)

                    In the event of the death of an individual to whom an Option
has been granted under the Plan while he is performing  services for the Company
or an Affiliate,  any outstanding unexercised Options (unless otherwise provided
in his Award  Agreement) may,  subject to the  limitations  described in Section
6(g), be exercised by his Designated Beneficiary,  by his legatee or legatees of
the  Option  under  his  last  will,  or  by  his  personal  representatives  or
distributees,  at any time  within a period of three (3) years  after his death,
but not after the  expiration  of the  Option,  to the  extent of the  remaining
Shares covered by his Option,  whether or not such Shares had become purchasable
by such an individual at the date of his death.  In the event of the death of an
individual  during  the  three  (3) year  period  following  termination  of his
services  by  reason  of  Retirement  or  Disability,  then the  Option  (if not
previously  terminated) may be exercised  during the shorter of the remainder of
such three (3) year period or during the  remaining  term of the Option,  by his
Designated  Beneficiary,  by his legatee under his last will, or by his personal
representative  or  distributee,  but only to the extent of the number of Shares
purchasable by such  Participant  pursuant to the  provisions  hereof as if such
Participant had not died during such period.

                    In the  event  of the  termination  of the  services  of the
holder of an Option, other than by reason of termination for Cause,  Retirement,
Disability  or death,  he may  (unless  his Option  shall  have been  previously
terminated pursuant to the provisions hereof or unless otherwise provided in his
Award  Agreement)  exercise his Option at any time within three (3) months after
such  termination,  but not after the expiration of the Option, to the extent of
the number of Shares covered by his Option which were  purchasable by him at the
date of the  termination  of his services,  and such Option shall  automatically
terminate  upon the date of such  termination  of services  for all Shares which
were not purchasable upon such date.

                (e) Notwithstanding the foregoing provisions,  the Committee may
determine, in its sole discretion, in the case of any termination of employment,
to extend  the  termination  date of some or all of the  Participant's  Options,
whether or not such Options had become  exercisable  by the  Participant  at the
date of termination of his or her employment,  to a date prior to the earlier of
three (3) years from the date of  termination  or the expiration of the original
term of the Option,  except that such  extension  shall not cause any  Incentive
Stock Option to fail to continue to qualify as an Incentive Stock Option without
the consent of the Option  holder.  Options  granted under the Plan shall not be
affected  by any change of  relationship  with the Company so long as the holder
continues to be an employee of the Company or an Affiliate. However, a change in
a Participant's  status from an employee to a non-employee (e.g.,  consultant or
independent   contractor)  shall  result  in  a  termination  of  services.  The
Committee,  in its absolute  discretion,  may determine all questions of whether
particular  leaves of absence  constitute a termination  of services;  provided,
however,  that with respect to Incentive Stock Options, such determination shall
be subject to any requirements contained in the Code.

                (f) The date of grant of an Option pursuant to the Plan shall be
the date specified by the Committee at the time it grants such Option,  provided
that such date  shall not be prior to the date of such  action by the  Committee
and that the price shall be determined  in accordance  with Section 6(a) on such
date. The Committee  shall  promptly  notify a grantee of an award and a written
option grant shall  promptly be duly  executed and  delivered by or on behalf of
the Company.

                (g) In the event an optionee is granted  Incentive Stock Options
that in the aggregate  entitle the optionee to purchase,  in the first year such
Options become exercisable (whether under their original terms or as a result of
the occurrence of an Acceleration Event, as defined below), Class A Common Stock
of the  Company  having a Fair  Market  Value  (determined  as of the time  such
Options are granted) in excess of  $100,000,  such portion in excess of $100,000
shall be treated as Non-Qualified Stock Options. Such limitation shall not apply
if the Internal  Revenue  Service  publicly rules, or issues a private ruling to
the Company, any optionee of the Company or any legatee, personal representative
or distributee of an optionee or states in temporary or final  regulations  that
provisions  which  allow the full  exercise  of an  optionee's  Incentive  Stock
Options upon the  occurrence of the relevant  Acceleration  Event do not violate
Section 422(d) of the Code. An "Acceleration Event" means (i) a determination of
the  Committee  to allow an  optionee  to  exercise  his  Options  in full  upon
termination of his employment (ii) the death of an optionee while he is employed
by the  Company  or an  Affiliate,  (iii)  any  Change of  Control,  or (iv) the
optionee's  termination of employment under circumstances that will allow him to
exercise Options not otherwise exercisable. Participants owning (either directly
or  constructively  within  the  meaning of  Section  424(d) of the Code)  stock
representing  more than 10% of the voting power or value of all classes of stock
of the Company or its Affiliates immediately before the grant of an Option under
this Plan shall be eligible  to receive an  Incentive  Stock  Option only if the
option price as  determined  pursuant to Section 6(a) hereof is at least 110% of
the Fair Market Value (at the time the Option is granted) of the Company's Class
A Common  Stock and the  Option by its terms is not  exercisable  more than five
years from the date it is granted.

                (h) Notwithstanding  any  contrary  waiting  period, installment
period or other  limitation  or  restriction  in any option  agreement or in the
Plan,  in the event of a Change of Control,  each Option  outstanding  under the
Plan shall thereupon become exercisable at any time during the remaining term of
the Option, but not after the term of the Option, to the extent of the number of
shares covered by the Option,  whether or not such shares had become purchasable
by the  Participant  thereunder  immediately  prior to such  Change of  Control,
subject, however, to the limitations described in Section 6(g), by the holder of
the Option.

                (i) Anything in the Plan to the contrary notwithstanding, during
the 90-day period from and after a Change of Control (x) an optionee (other than
an optionee  who  initiated  a Change of Control in a capacity  other than as an
officer or a director  of the  Company)  who is an officer or a director  of the
Company  (within the meaning of Section 16 of the Exchange  Act) with respect to
an option  that was  granted at least six months  prior to the date of  exercise
pursuant to this sentence and is unaccompanied by a stock appreciation right and
(y) any other  optionee  who is not an officer or a director  with respect to an
option that is unaccompanied  by a stock  appreciation  right shall,  unless the
Committee  shall  determine  otherwise at the time of grant,  have the right, in
lieu of the payment of the full  purchase  price of the shares of Class A Common
Stock  being  purchased  under the  Option and by giving  written  notice to the
Company,  to elect in  writing  to  surrender  all or part of the  Option to the
Company and to receive in cash an amount equal to the amount by which the amount
determined  pursuant to Section 7(d) hereof on the date of exercise  (determined
as if the  optionee had  exercised a limited  stock  appreciation  right on such
date) shall exceed the purchase  price per share under the option  multiplied by
the  number of shares of Class A Common  Stock  granted  under the  Option as to
which the right granted by this sentence shall have been exercised. Such written
election shall specify the optionee's  election to purchase Shares granted under
the  Option  or to  receive  the cash  payment  referred  to in the  immediately
preceding sentence.

                (j) Notwithstanding  the foregoing  provisions,  the  optionee's
employment or other contract with the Company may provide that upon  termination
of his  employment  or other  services  for other than Cause all  Options  shall
become immediately exercisable.

        7.  Stock Appreciation Rights.

                (a) Stock appreciation rights may be paid upon exercise in cash,
in Class A Common Stock or in any combination  thereof,  as the Committee in its
sole discretion may determine.  A stock appreciation right is an incentive award
that permits the holder to receive (per share  covered  thereby) an amount equal
to the amount by which the Fair Market  Value of a Share of Class A Common Stock
on the date of exercise  exceeds the Fair Market Value of such Share on the date
the stock appreciation right was granted.

                (b) The  Committee  may   grant  a  stock   appreciation   right
separately or in tandem with a related  Option and may grant both  "general" and
"limited" stock appreciation  rights. A general stock appreciation right granted
in  tandem  with a  related  Option  will  generally  have  the same  terms  and
provisions as the related  option with respect to  exercisability,  and the base
price of such a stock  appreciation  right will generally be equal to the option
price under the related Option. Upon the exercise of a tandem stock appreciation
right, the related Option will be deemed to be exercised for all purposes of the
Plan and vice versa.

                (c) A general stock  appreciation  right granted  separately and
not in  tandem  with any  Option  will  have  such  terms as the  Committee  may
determine.  The base price of a stand-alone stock  appreciation right may not be
less  than the Fair  Market  Value of the  Class A Common  Stock.  The term of a
stand-alone stock  appreciation  right may not be greater than 10 years from the
date it was granted.

                (d) A limited  stock  appreciation  right may be exercised  only
during  the 90  calendar  days  immediately  following  the date of a Change  in
Control.  For the purpose of  determining  the amount payable upon exercise of a
limited stock  appreciation  right,  the fair market value of the Class A Common
Stock will be equal to the higher of (x) the highest  Fair  Market  Value of the
Class A Common  Stock  during the 90-day  period  ending on the date the limited
stock  appreciation  right is exercised  and (y)  whichever of the  following is
applicable:

                         (i) the  highest  per  share  price  for Class A Common
                Stock or Class B Common  Stock  paid in any  tender or  exchange
                offer which is in effect at any time during the 90 calendar days
                preceding the exercise of the limited right;

                         (ii) the fixed or formula price of the  acquisition  of
                shares of Class A Common Stock in a merger or similar  agreement
                approved by the Company's  stockholders  or Board, if such price
                is determinable on the date of exercise; and

                         (iii)  the   highest   price  per  share  paid  to  any
                stockholder  of  the  Company  in  a  transaction  or  group  of
                transactions  giving rise to the  exercisability  of the limited
                right.

                In  no  event,  however,  may  the  holder  of a  limited  stock
appreciation  right  granted in tandem  with a related  Incentive  Stock  Option
receive an amount in excess of the maximum  amount  which will enable the Option
to continue to qualify as an Incentive  Stock Option  without the consent of the
Participant.  To the extent that the consideration  paid in any such transaction
described  above  consists  all or in  part  of  securities  or  other  non-cash
consideration,  the value of such non-cash  consideration shall be determined in
the sole discretion of the Committee.

                (e) Limited stock appreciation  rights are payable only in cash.
General  stand-alone stock appreciation  rights are payable only in cash, unless
the  Committee  provides   otherwise  at  the  time  of  grant.   General  stock
appreciation rights granted in tandem with a related option are payable in cash,
Class A Common  Stock or any  combination  thereof,  as  determined  in the sole
discretion of the Committee.  Notwithstanding  the foregoing,  and to the extent
required by Rule 16b-3, a payment, in whole or in part, of cash upon exercise of
a stock  appreciation  right may be made to an  optionee  who is an  officer  or
director of the Company  (within the meaning of Section 16 of the  Exchange  Act
and the rules and regulations  promulgated thereunder) only if (i) the right was
granted at least six (6) months  prior to the date of exercise  (except  that in
the event of the death or disability of the optionee  prior to the expiration of
the six month period,  this limitation  shall not apply) and (ii) the optionee's
election to exercise of the right is made (a) during the period beginning on the
third  business  day  following  the  date of  release  for  publication  of the
quarterly or annual summary  statements of sales and earnings of the Company and
ending on the twelfth business day following such date, (b) six (6) months prior
to the date the stock  appreciation  right  becomes  taxable  or (c)  during the
90-day period from and after a Change of Control.

                (f) Unless  otherwise  provided by the  Committee at the time of
grant, the provisions of Section 6 relating to the termination of the service of
a holder of an Option  shall apply  equally,  to the extent  applicable,  to the
holder of a stock appreciation right.

        8.  Restricted Stock Awards.

                (a) The Committee shall  determine the amount,  if any, and form
of the  consideration  to be received for shares of Restricted  Stock hereunder.
Such shares  shall be issued out of  authorized  but  unissued  shares or out of
treasury  shares.  The  recipient  of  Restricted  Stock  shall be recorded as a
stockholder of the Company,  at which time the Company,  at its discretion,  may
either issue a Restricted  Stock  Certificate or make a book entry credit in the
Company's  stock ledger to evidence  the award of such  Restricted  Stock.  Upon
issuance of a  Certificate  or recording of a book entry credit the  Participant
shall have,  subject to the provisions  hereof,  all the rights of a stockholder
with  respect to such shares and receive all  dividends  or other  distributions
made or paid with respect to such shares;  provided, that the shares themselves,
and any new,  additional or different  shares or securities  which the recipient
may be  entitled  to receive  with  respect to such  shares by virtue of a stock
split  or stock  dividend  or any  other  change  in the  corporate  or  capital
structure  of the  Company,  shall be  subject to the  restrictions  hereinafter
described.

                During  any  Restricted  Period  stock  certificates  issued for
Restricted  Stock,  if any,  shall be imprinted with a legend to the effect that
the stock represented thereby may not be sold, exchanged,  transferred, pledged,
hypothecated or otherwise disposed of except in accordance with the terms of the
Plan,  and each transfer  agent for the Class A Common Stock shall be instructed
to such effect.

                (b) During a period  following the date of grant,  as determined
by the Committee,  (the "Restricted Period"), the Restricted Stock or any rights
thereto  may  not be  sold,  assigned,  transferred,  pledged,  hypothecated  or
otherwise  encumbered  or disposed of by the  recipient,  except in the event of
death or the transfer  thereof to the Company  under the  provisions of the next
succeeding paragraph. In the event of the death, Disability or Retirement of the
recipient during the Restricted  Period,  such  restrictions  shall  immediately
lapse,  and  the  recipient  or,  in the  case  of the  recipient's  death,  his
Designated  Beneficiary,  the  legatee  under  his  last  will  or his  personal
representative or distributee  shall be free to transfer,  encumber or otherwise
dispose of the Restricted Stock.

                    Except as  provided  in  Section  8(c),  in the event  that,
during the  Restricted  Period,  the service of the recipient for the Company or
one of its Affiliates is terminated for any reason  (including  termination with
or  without  Cause  by  the  Company  or an  Affiliate  or  resignation  by  the
recipient),  other than  termination of service due to the death,  Disability or
Retirement of the  recipient,  then the shares of  Restricted  Stock held by him
shall be forfeited to the Company and the recipient shall  immediately  transfer
and return to the  Company  the  certificates,  if any have been  issued to him,
representing  all  the  Restricted  Stock  and  the  recipient's   rights  as  a
stockholder  with respect to the  Restricted  Stock shall cease,  effective with
such  termination of service.  Notwithstanding  the foregoing,  the  recipient's
service  contract  with the  Company may provide  that upon  termination  of his
service for other than Cause,  all Restricted Stock shall cease to be subject to
such restrictions.

                    A recipient's rights to Restricted Stock may not be assigned
or transferred except upon death by will, descent or distribution.  In the event
of any attempt by the recipient to sell, exchange, transfer, pledge or otherwise
dispose of shares of  Restricted  Stock in violation of the  provisions  hereof,
such shares shall be forfeited to the Company.

                (c) Notwithstanding the Restricted Period contained in the grant
of Restricted  Stock, in the event of a Change of Control,  all  restrictions on
shares of Restricted Stock shall  immediately  lapse and such Restricted  Shares
shall become immediately transferable and nonforfeitable.

                (d) Notwithstanding  anything  contained  in  the  Plan  to  the
contrary,  the Committee may determine,  in its sole discretion,  in the case of
any termination of a recipient's  service,  that the restrictions on some or all
of the shares of Restricted Stock awarded to a recipient shall immediately lapse
and  such   Restricted   Stock  shall  become   immediately   transferable   and
nonforfeitable.

         9.  Withholding Taxes.

                In  connection  with the  transfer  of  shares of Class A Common
Stock as a result  of the  exercise  of a  Non-Qualified  Stock  Option or stock
appreciation  right, or the award of Restricted Stock, the Company is authorized
(a) not to issue a  certificate  for such shares until it has  received  payment
from the  Participant  of any  Withholding  Tax in cash or by the  retention  or
acceptance upon delivery  thereof by the Participant of shares of Class A Common
Stock  sufficient  in Fair Market Value to cover the amount of such  Withholding
Tax and (b) to retain or sell without notice,  or to demand surrender of, shares
of Class A Common Stock in value  sufficient to cover any  Withholding  Tax. The
Company  shall have the right to  withhold  from any cash  amounts  due from the
Company  to the award  recipient  pursuant  to the Plan an  amount  equal to the
Withholding  Tax. In either case,  the Company  shall make payment (or reimburse
itself for payment  made) to the  appropriate  taxing  authority of an amount in
cash equal to the amount of such Withholding  Tax,  remitting any balance to the
Participant.  For  purposes  of this  Section 9, the value of shares of Class  A
Common Stock so retained or surrendered  shall be equal to the Fair Market Value
of such  shares on the date  that the  amount  of the  Withholding  Tax is to be
determined (the "Tax Date"),  and the value of shares of Class A Common Stock so
sold shall be the actual net sale price per share (after  deduction of expenses)
received by the Company.

                Notwithstanding  the  foregoing,   the  Participant  may  elect,
subject to  approval by the  Committee,  to satisfy  the  obligation  to pay any
Withholding  Tax,  in whole or in part,  by  providing  the  Company  with funds
sufficient  to enable the Company to pay such  Withholding  Tax or by having the
Company  retain or accept upon  delivery  thereof by the  Participant  shares of
Class A Common Stock sufficient in Fair Market Value to cover the amount of such
Withholding  Tax. Each election by a Participant  to have shares  retained or to
deliver shares for this purpose shall be subject to the following  restrictions:
(i) the  election  must be in  writing  and made on or prior to the Tax Date and
(ii) if the  Participant  is  subject  to Section  16 of the  Exchange  Act,  an
election to have  shares  retained  to satisfy  the  Withholding  Tax must be an
irrevocable  election  made at  least  six  months  prior to the Tax Date or the
withholding  election must become  effective  during the ten business day period
beginning  on the third  business  day  following  the date on which the Company
releases for publication its annual or quarterly summary statements of sales and
earnings and ending on the twelfth  business day  following  the date of release
thereof.

         10. Transferability and Ownership Rights of Options,
             Stock Appreciation Rights and Awards         

                No option or stock appreciation right granted or any Award under
the Plan shall be  transferable  otherwise than pursuant to the designation of a
Designated  Beneficiary or by will,  descent or  distribution,  or pursuant to a
qualified  domestic  relations order ("QDRO") as defined in the Code. Any option
or stock appreciation right may be exercised,  during the lifetime of the holder
thereof only by him (or if permissible  under applicable law, by his guardian or
legal  representative  or a transferee  under a QDRO).  The holder of an option,
stock appreciation right or Award shall have none of the rights of a stockholder
until the shares subject  thereto or awarded  thereby shall have been registered
in the name of such holder on the transfer books of the Company.

         11. Section 16(b) Compliance and Bifurcation of Plan.

                It is the  intention of the Company  that,  while the  Company's
equity  securities  are  registered  pursuant  to Section  12(b) or 12(g) of the
Exchange  Act, the Plan shall  comply in all respects  with Rule 16b-3 under the
Exchange Act. If any Plan provision is later found not to be in compliance  with
such section, the provision shall be deemed null and void, and in all events the
Plan shall be construed in favor of its meeting the  requirements of Rule 16b-3.
Notwithstanding anything in the Plan to the contrary, the Board, in its absolute
discretion, may bifurcate the Plan so as to restrict, limit or condition the use
of any  provision of the Plan to  participants  who are  officers and  directors
subject to Section 16 of the  Exchange Act without so  restricting,  limiting or
conditioning the Plan with respect to other participants.

        12. Adjustments Upon Changes in Capitalization.

                Except as otherwise provided herein, in the event of any changes
in the  outstanding  stock of the  Company by reason of stock  dividends,  stock
splits, recapitalizations, mergers, consolidations, combinations or exchanges of
shares, split-ups, split-offs,  spin-offs, liquidations or other similar changes
in  capitalization,   or  any  distribution  to  stockholders  other  than  cash
dividends,  the Committee shall make such  adjustments,  if any, in light of the
change or distribution  as the Committee in its sole discretion  shall determine
to be appropriate  to (i) the number or kind of shares  available for the future
granting  of Awards  hereunder,  (ii) the number  and type of shares  subject to
outstanding  Awards,  and (iii) the  grant,  purchase,  or  exercise  price with
respect to any Award; or if it deems such action appropriate,  the Committee may
make  provision  for a cash  payment  to the  holder  of an  outstanding  Award;
provided,  however,  that with  respect to any ISO no such  adjustment  shall be
authorized  to the extent that such would cause the ISO to violate  Code Section
422 or any successor provision thereto without the consent of the optionee.  The
determination of the Committee as to the adjustments or payments,  if any, to be
made shall be conclusive.

         13. Amendment and Termination.

                Unless  the Plan  shall  theretofore  have  been  terminated  as
hereinafter  provided,  the Plan shall  terminate  on, and no awards of Options,
stock  appreciation  rights, or Restricted Stock shall be made after,  April 30,
1999, provided, however, that such termination shall have no effect on awards of
stock appreciation  rights,  Restricted Stock or Options made prior thereto. The
Plan may be terminated,  modified or amended by the stockholders of the Company.
The Board of Directors of the Company may also  terminate the Plan, or modify or
amend the Plan in such  respects as it shall deem  advisable in order to conform
to any change in any law or regulation applicable thereto, or in other respects.
However,  to the extent  required by applicable law or  regulation,  stockholder
approval will be required for any amendment  which will (a) materially  increase
the total  number of shares as to which  Awards  may be granted or which may be,
used in payment of stock  appreciation  right awards under the Plan or which may
be issued as  Restricted  Stock,  (b)  materially  change  the class of  persons
eligible to receive awards of Restricted Stock and grants of stock  appreciation
rights or Options, (c) materially increase the benefits accruing to Participants
under  the  Plan,  or (d)  otherwise  require  stockholder  approval  under  any
applicable  law or  regulation.  The amendment or  termination of the Plan shall
not,  without the consent of the recipient of any award under the Plan, alter or
impair any rights or obligations under any award  theretofore  granted under the
Plan.

        14. General Provisions.

                (a) No  Employee,  Participant  or other  Person  shall have any
claim to be granted any Award  under the Plan,  and there is no  obligation  for
uniformity of treatment of employees,  Participants, or holders or beneficiaries
of Awards  under the Plan.  The terms and  conditions  of Awards need not be the
same with respect to each recipient.

                (b) Nothing  contained in the Plan shall  prevent the Company or
any  Affiliate  from  adopting  or  continuing  in  effect  other or  additional
compensation   arrangements  and  such  arrangements  may  be  either  generally
applicable or applicable only in specific cases.

                (c) The  grant of an Award  shall not be  construed  as giving a
Participant  the  right to be  retained  in the  employ  of the  Company  or any
Affiliate.  Further,  the  Company  or an  Affiliate  may at any time  dismiss a
Participant  from  employment,  free from any  liability  or any claim under the
Plan, unless otherwise expressly provided in the Plan or in any Award Agreement.

                (d) The Committee  may correct any defect,  supply any omission,
or reconcile any  inconsistency  in any Award Agreement in the manner and to the
extent it shall deem desirable to carry out the intentions of the Plan.

                (e) The validity,  construction,  and effect of the Plan and any
rules and  regulations  relating to the Plan shall be  determined  in accordance
with the laws of the State of Connecticut and applicable Federal law.

                (f) If any  provision  of the Plan or any Award is or becomes or
is deemed to be invalid, illegal, or unenforceable in any jurisdiction, or as to
any Person or Award,  or would  disqualify  the Plan or any Award  under any law
deemed applicable by the Committee,  such provision shall be construed or deemed
amended to conform to applicable laws, or if it cannot be so construed or deemed
amended without, in the determination of the Committee,  materially altering the
intent of the Plan or the Award,  such  provision  shall be  stricken as to such
jurisdiction,  Person or Award and the  remainder of the Plan and any such Award
shall remain in full force and effect.

                (g) Neither the Plan nor any Award shall  create or be construed
to  create a trust or  separate  fund of any  kind or a  fiduciary  relationship
between the Company or any Affiliate and a Participant  or any other Person.  To
the extent that any Person acquires a right to receive payments from the Company
or any Affiliate  pursuant to an Award,  such right shall be no greater than the
right of any unsecured general creditor of the Company or any Affiliate.

                (h) No fractional Share shall be issued or delivered pursuant to
the Plan or any Award,  and the Committee  shall determine  whether cash,  other
securities,  or  other  property  shall  be paid or  transferred  in lieu of any
fractional Shares, or whether such fractional Shares or any rights thereto shall
be canceled, terminated, or otherwise eliminated.

                (i) Headings are given to the  sections and  subsections  of the
Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or  interpretation of
the Plan or any provision thereof.  All references to the masculine gender shall
mean and include both the masculine and feminine gender.

         15. Effectiveness of the Plan.

                The  Plan  shall  become  effective  upon  its  approval  by the
Shareholders of the Company.  The Committee may in its discretion  authorize the
awarding of Restricted Stock and the granting of Options and stock  appreciation
rights,  the  payments,  issuance or exercise of which,  respectively,  shall be
expressly  subject to the conditions that (a) the shares of Class A Common Stock
reserved  for  issuance  under the Plan shall have been duly  listed,  upon each
stock  exchange in the United  States upon which Class A Common  Stock is traded
and (b) a registration  statement  under the Securities Act of 1933, as amended,
with respect to such shares shall have become effective.
EXHIBIT 4.6

                        AMERICAN MAIZE-PRODUCTS COMPANY
                                1994 STOCK PLAN
                             STOCK OPTION AGREEMENT

         Subject to the terms of the 1994 Stock  Plan (the  "Plan") of  American
Maize-Products  Company  (the  "Company"),  a true  copy of  which  is  attached
hereto,______________________  ("Optionee") is hereby granted an Incentive Stock
Option,  as defined  in the Plan,  (referred  to as the  "Option")  to  purchase
________________ shares of the Class A Common Stock of the Company at a price of
$20.00 per share,  such price per share  being not less than 100  percent of the
fair market  value of the stock at the time this Option is granted  (the "Option
Price").  This Option  expires on June 28, 2004,  (not later than ten (10) years
from the date hereof) and is subject to any earlier  termination  as provided in
the Plan.

         This Option shall be exercisable by the Optionee in whole or in part at
any time prior to its termination and after June 28, 1995.

         The Optionee hereby accepts the Option specified above.

         This Option is not transferable by the Optionee  otherwise than by will
and by the laws of  descent  and  distribution  and is  exercisable  during  the
Optionee's lifetime only by such Optionee.

Dated as of June 29, 1994.

AMERICAN MAIZE-PRODUCTS COMPANY                        Accepted:

By ____________________________                    By _________________________
   Its Vice President                                  Optionee
EXHIBIT 5.1

                                                            August 2, 1994

American Maize-Products Company
250 Harbor Drive
Stamford, CT 06902

Ladies and Gentlemen:

         We refer to the Registration  Statement on Form S-8 dated July 29, 1994
of  American  Maize-Products  Company,  a  Maine  corporation  (the  "Company"),
relating to the Company's  1994 Stock Plan (the "Plan") and 800,000  shares (the
"Shares")  of the  Company's  Class A Common  Stock,  par value  $.80 per share,
proposed to be registered for issuance under the Plan.

         We have examined the originals,  or photostatic or certified copies, of
such records and certificates of the Company,  such  certificates of officers of
the  Company,  and such other  documents  as we have  deemed  relevant.  In such
examination we have assumed the genuineness of all signatures,  the authenticity
of all  documents  submitted  to us as  originals,  the  conformity  to original
documents of all documents  submitted to us as certified or photostatic  copies,
and the  authenticity of the originals of such copies.  We have also assumed the
accuracy and completeness of statements of fact contained in such documents.

         Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly  authorized  and,  when issued and paid for in  accordance
with  the  terms  of  the  Plan,  will  be  validly  issued,   fully  paid,  and
nonassessable,  and no personal  liability  will attach to the ownership of such
Shares.

         We  consent  to  the  filing  of  this  opinion  as an  exhibit  to the
Registration  Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required  under Section 7 of
the  Securities  Act of  1933  or  the  General  Rules  and  Regulations  of the
Securities and Exchange Commission.

                                                      Very truly yours,

                                                       VERRILL & DANA
GSF:mm
EXHIBIT 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS
                                  -----------

We consent to the  incorporation by reference in the  Registration  Statement of
American Maize-Products Company on Form S-8 (for the 1994 Stock Plan of American
Maize-Products  Company) of our report dated  February 22, 1994 on our audits of
the  consolidated  financial  statements  and financial  statement  schedules of
American  Maize-Products  Company as of December 31, 1993 and 1992,  and for the
years ended December 31, 1993,  1992, and 1991,  which report is included in the
Annual  Report on Form 10-K. We also consent to the reference to us under Item 5
in the Registration Statement.

                                                COOPERS & LYBRAND L.L.P.

Stamford, Connecticut
August 2, 1994