Registration No. 333-
                                                                           



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                           ___________________________

                                     FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                               __________________

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

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

          433 East Michigan Street
             Milwaukee, Wisconsin                               53202        
     (Address of principal executive offices)                (Zip Code)      


                    UNIVERSAL FOODS CORPORATION SAVINGS PLAN
                              (Full title of plan)

      Terrence M. O'Reilly, Vice
              President,                        Copy to:
     Secretary and General Counsel
      Universal Foods Corporation           Patrick G. Quick
       433 East Michigan Street             Foley & Lardner
      Milwaukee, Wisconsin  53202      777 East Wisconsin Avenue
            (414) 271-6755            Milwaukee, Wisconsin  53202
     (Name, address and telephone            (414) 297-5678
     number, including area code,
         of agent for service)



                         CALCULATION OF REGISTRATION FEE


                                        Proposed     Proposed
                                        Maximum      Maximum
          Title of          Amount      Offering    Aggregate    Amount of
      Securities to be      to be        Price      Offering     Registra-
         Registered       Registered   Per Share      Price      tion Fee

    Common Stock,         1,000,000   $40.4688(1)  $40,468,750  $12,263.26
       $.10 par value       shares                     (1)

    Common Stock          1,000,000       (2)          (2)          (2)
       Purchase Rights      rights

    Interests in Plan        (3)          (3)          (3)          (3)

   (1)      Estimated pursuant to Rule 457(c) under the Securities Act of
            1933 solely for the purpose of calculating the registration fee
            based on the average of the high and low prices for Universal
            Foods Corporation Common Stock as reported on the New York Stock
            Exchange on September 15, 1997.

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

   (3)      In addition, pursuant to Rule 416(c) under the Securities Act of
            1933, this Registration Statement also covers an indeterminate
            amount of interests to be offered or sold pursuant to the
            Universal Foods Corporation Savings Plan.
                        _________________________________

   <PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.   Incorporation of Documents by Reference.

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

             1.   The Company's Annual Report on Form 10-K for the fiscal
   year ended September 30, 1996.

             2.   The Plan's Annual Report on Form 11-K for the fiscal year
   ended September 30, 1996.

             3.   All other reports filed by the Company and the Plan
   pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
   as amended (the "Exchange Act"), since September 30, 1996.

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

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

             All documents subsequently filed by the Company and the Plan
   pursuant to Sections 13(a), 13(c), 14 or 15(d) of the  Exchange Act after
   the date of filing of this Registration Statement and prior to such time
   as the Company files a post-effective amendment to this Registration
   Statement which indicates that all securities offered hereby have been
   sold or which deregisters all securities then remaining unsold shall be
   deemed to be incorporated by reference in this Registration Statement and
   to be a part hereof from the date of filing of such documents.

   Item 4.   Description of Securities.

             Not applicable.

   Item 5.   Interests of Named Experts and Counsel.

             Terrence M. O'Reilly, Vice President, Secretary and General
   Counsel to the Company, has rendered an opinion, which is filed as
   Exhibit 5 to this Registration Statement, as to the legality of the
   securities offered hereby.

   Item 6.   Indemnification of Directors and Officers.

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

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

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

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

   Item 7.   Exemption from Registration Claimed.

             Not Applicable.

   Item 8.   Exhibits.

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

    Exhibit No.        Exhibit

        (4)       Universal Foods Corporation Savings Plan

        (5)       Legal opinion of Terrence M. O'Reilly

       (23.1)     Consent of Deloitte & Touche LLP

       (23.2)     Consent of Terrence M. O'Reilly (contained in
                  Exhibit 5 hereto)

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

   Item 9.   Undertakings.

             (a)  The undersigned Registrant hereby undertakes:

                  (1)  To file, during any period in which offers or sales
   are being made, a post-effective amendment to this Registration Statement
   to include any material information with respect to the plan of
   distribution not previously disclosed in the Registration Statement or any
   material change to such information in the Registration Statement.

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

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

             (b)  The undersigned Registrant hereby undertakes that, for
   purposes of determining any liability under the Securities Act of 1933,
   each filing of the Registrant's annual report pursuant to Section 13(a) or
   Section 15(d) of the Securities Exchange Act of 1934 (and, where
   applicable, each filing of an employee benefit plan's annual report
   pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
   incorporated by reference in this Registration Statement shall be deemed
   to be a new registration statement relating to the securities offered
   herein, and the offering of such securities at that time shall be deemed
   to be the initial bona fide offering thereof.

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

   <PAGE>

                                   SIGNATURES

             The Registrant.  Pursuant to the requirements of the Securities
   Act of 1933, the Registrant certifies that it has reasonable grounds to
   believe that it meets all of the requirements for filing on Form S-8 and
   has duly caused this Registration Statement to be signed on its behalf by
   the undersigned, thereunto duly authorized, in the City of Milwaukee, and
   State of Wisconsin, on this 11th day of September, 1997.

                                      UNIVERSAL FOODS CORPORATION



                                      By:  /s/  Terrence M. O'Reilly      
                                           Terrence M. O'Reilly, Vice President,
                                           Secretary and General Counsel


                                POWER OF ATTORNEY

             Pursuant to the requirements of the Securities Act of 1933, this
   Registration Statement has been signed below by the following persons in
   the capacities indicated as of September 11, 1997.

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


   <PAGE>


    /s/  Kenneth P. Manning             /s/  William V. Hickey       
    Kenneth P. Manning                  William V. Hickey
    Chairman, Chief Executive Officer,  Director
    President and Director
    (Principal Executive Officer)



    /s/  Michael Fung                   /s/  Leon T. Kendall  
    Michael Fung                        Leon T. Kendall
    Vice President and Chief Financial  Director
    Officer
    (Principal Financial Officer)


    /s/  Michael L. Hennen                                   
    Michael L. Hennen                   James H. Keyes
    Chief Accounting Officer and        Director
    Corporate Controller (Principal
    Financial Officer and Controller)


    /s/  Michael E. Batten              /s/  Guy A. Osborn  
    Michael E. Batten                   Guy A. Osborn
    Director                            Director


    /s/  John F. Bergstrom                                   
    John F. Bergstrom                   William U. Parfet
    Director                            Director



    /s/  James L. Forbes                /s/  Essie Whitelaw   
    James L. Forbes                     Essie Whitelaw
    Director                            Director




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


   <PAGE>

             The Plan.  Pursuant to the requirements of the Securities Act of
   1933, the members of the Universal Foods Corporation Benefits
   Administrative Committee, who administer the Plan, have duly caused this
   Registration Statement to be signed on the Plan's behalf by the
   undersigned, thereunto duly authorized, in the City of Milwaukee, and
   State of Wisconsin, on this 11th day of September, 1997.

                                      UNIVERSAL FOODS CORPORATION
                                         SAVINGS PLAN



                                      By:  /s/  Richard F. Hobbs        
                                           Richard F. Hobbs


                                      By:  /s/  Richard Carney              
                                           Richard Carney



                                      By:  /s/  Patricia L. Wegner         
                                           Patricia L. Wegner

                                           Members of the Universal Foods
                                           Corporation Benefits
                                           Administrative Committee


   <PAGE>

                                  EXHIBIT INDEX

                           UNIVERSAL FOODS CORPORATION
                         FORM S-8 REGISTRATION STATEMENT

            Exhibit No.                       Exhibit

                (4)         Universal Foods Corporation Savings Plan

                (5)         Legal Opinion of Terrence M. O'Reilly

              (23.1)        Consent of Deloitte & Touche LLP

              (23.2)        Consent of Terrence M. O'Reilly (contained
                            in Exhibit 5)

               (24)         Power of Attorney relating to subsequent
                            amendments (included on the signature page
                            to this Registration Statement)
[{"type": "S-8", "sequence": "1", "description": "UNIVERSAL FOODS CORPORATION", "secsgml_size_bytes": 17556}]
{"company-data": {"conformed-name": "UNIVERSAL FOODS CORP", "cik": "0000310142", "assigned-sic": "2080", "irs-number": "390561070", "state-of-incorporation": "WI", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-35877", "film-number": "97682174"}, "business-address": {"street1": "433 EAST MICHIGAN ST", "city": "MILWAUKEE", "state": "WI", "zip": "53202", "phone": "4142716755"}, "mail-address": {"street1": "PO BOX 737", "city": "MILWAUKEE", "state": "WI", "zip": "53201"}}
Registration No. 333-
                                                                           

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                           ___________________________

                                     FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                               __________________

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

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

          433 East Michigan Street
             Milwaukee, Wisconsin                               53202        
     (Address of principal executive offices)                (Zip Code)      

                    UNIVERSAL FOODS CORPORATION SAVINGS PLAN
                              (Full title of plan)

      Terrence M. O'Reilly, Vice
              President,                        Copy to:
     Secretary and General Counsel
      Universal Foods Corporation           Patrick G. Quick
       433 East Michigan Street             Foley & Lardner
      Milwaukee, Wisconsin  53202      777 East Wisconsin Avenue
            (414) 271-6755            Milwaukee, Wisconsin  53202
     (Name, address and telephone            (414) 297-5678
     number, including area code,
         of agent for service)

                         CALCULATION OF REGISTRATION FEE

                                        Proposed     Proposed
                                        Maximum      Maximum
          Title of          Amount      Offering    Aggregate    Amount of
      Securities to be      to be        Price      Offering     Registra-
         Registered       Registered   Per Share      Price      tion Fee

    Common Stock,         1,000,000   $40.4688(1)  $40,468,750  $12,263.26
       $.10 par value       shares                     (1)

    Common Stock          1,000,000       (2)          (2)          (2)
       Purchase Rights      rights

    Interests in Plan        (3)          (3)          (3)          (3)

   (1)      Estimated pursuant to Rule 457(c) under the Securities Act of
            1933 solely for the purpose of calculating the registration fee
            based on the average of the high and low prices for Universal
            Foods Corporation Common Stock as reported on the New York Stock
            Exchange on September 15, 1997.

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

   (3)      In addition, pursuant to Rule 416(c) under the Securities Act of
            1933, this Registration Statement also covers an indeterminate
            amount of interests to be offered or sold pursuant to the
            Universal Foods Corporation Savings Plan.
                        _________________________________
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.   Incorporation of Documents by Reference.

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

             1.   The Company's Annual Report on Form 10-K for the fiscal
   year ended September 30, 1996.

             2.   The Plan's Annual Report on Form 11-K for the fiscal year
   ended September 30, 1996.

             3.   All other reports filed by the Company and the Plan
   pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
   as amended (the "Exchange Act"), since September 30, 1996.

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

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

             All documents subsequently filed by the Company and the Plan
   pursuant to Sections 13(a), 13(c), 14 or 15(d) of the  Exchange Act after
   the date of filing of this Registration Statement and prior to such time
   as the Company files a post-effective amendment to this Registration
   Statement which indicates that all securities offered hereby have been
   sold or which deregisters all securities then remaining unsold shall be
   deemed to be incorporated by reference in this Registration Statement and
   to be a part hereof from the date of filing of such documents.

   Item 4.   Description of Securities.

             Not applicable.

   Item 5.   Interests of Named Experts and Counsel.

             Terrence M. O'Reilly, Vice President, Secretary and General
   Counsel to the Company, has rendered an opinion, which is filed as
   Exhibit 5 to this Registration Statement, as to the legality of the
   securities offered hereby.

   Item 6.   Indemnification of Directors and Officers.

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

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

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

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

   Item 7.   Exemption from Registration Claimed.

             Not Applicable.

   Item 8.   Exhibits.

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

    Exhibit No.        Exhibit

        (4)       Universal Foods Corporation Savings Plan

        (5)       Legal opinion of Terrence M. O'Reilly

       (23.1)     Consent of Deloitte & Touche LLP

       (23.2)     Consent of Terrence M. O'Reilly (contained in
                  Exhibit 5 hereto)

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

   Item 9.   Undertakings.

             (a)  The undersigned Registrant hereby undertakes:

                  (1)  To file, during any period in which offers or sales
   are being made, a post-effective amendment to this Registration Statement
   to include any material information with respect to the plan of
   distribution not previously disclosed in the Registration Statement or any
   material change to such information in the Registration Statement.

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

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

             (b)  The undersigned Registrant hereby undertakes that, for
   purposes of determining any liability under the Securities Act of 1933,
   each filing of the Registrant's annual report pursuant to Section 13(a) or
   Section 15(d) of the Securities Exchange Act of 1934 (and, where
   applicable, each filing of an employee benefit plan's annual report
   pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
   incorporated by reference in this Registration Statement shall be deemed
   to be a new registration statement relating to the securities offered
   herein, and the offering of such securities at that time shall be deemed
   to be the initial bona fide offering thereof.

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

             The Registrant.  Pursuant to the requirements of the Securities
   Act of 1933, the Registrant certifies that it has reasonable grounds to
   believe that it meets all of the requirements for filing on Form S-8 and
   has duly caused this Registration Statement to be signed on its behalf by
   the undersigned, thereunto duly authorized, in the City of Milwaukee, and
   State of Wisconsin, on this 11th day of September, 1997.

                                      UNIVERSAL FOODS CORPORATION

                                      By:  /s/  Terrence M. O'Reilly      
                                           Terrence M. O'Reilly, Vice President,
                                           Secretary and General Counsel

                                POWER OF ATTORNEY

             Pursuant to the requirements of the Securities Act of 1933, this
   Registration Statement has been signed below by the following persons in
   the capacities indicated as of September 11, 1997.

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

    /s/  Michael Fung                   /s/  Leon T. Kendall  
    Michael Fung                        Leon T. Kendall
    Vice President and Chief Financial  Director
    Officer
    (Principal Financial Officer)

    /s/  Michael L. Hennen                                   
    Michael L. Hennen                   James H. Keyes
    Chief Accounting Officer and        Director
    Corporate Controller (Principal
    Financial Officer and Controller)

    /s/  Michael E. Batten              /s/  Guy A. Osborn  
    Michael E. Batten                   Guy A. Osborn
    Director                            Director

    /s/  John F. Bergstrom                                   
    John F. Bergstrom                   William U. Parfet
    Director                            Director

    /s/  James L. Forbes                /s/  Essie Whitelaw   
    James L. Forbes                     Essie Whitelaw
    Director                            Director

    /s/  Dr. Carol I. Waslien Ghazaii 
    Dr. Carol I. Waslien Ghazaii
    Director
The Plan.  Pursuant to the requirements of the Securities Act of
   1933, the members of the Universal Foods Corporation Benefits
   Administrative Committee, who administer the Plan, have duly caused this
   Registration Statement to be signed on the Plan's behalf by the
   undersigned, thereunto duly authorized, in the City of Milwaukee, and
   State of Wisconsin, on this 11th day of September, 1997.

                                      UNIVERSAL FOODS CORPORATION
                                         SAVINGS PLAN

                                      By:  /s/  Richard F. Hobbs        
                                           Richard F. Hobbs

                                      By:  /s/  Richard Carney              
                                           Richard Carney

                                      By:  /s/  Patricia L. Wegner         
                                           Patricia L. Wegner

                                           Members of the Universal Foods
                                           Corporation Benefits
                                           Administrative Committee
EXHIBIT INDEX

                           UNIVERSAL FOODS CORPORATION
                         FORM S-8 REGISTRATION STATEMENT

            Exhibit No.                       Exhibit

                (4)         Universal Foods Corporation Savings Plan

                (5)         Legal Opinion of Terrence M. O'Reilly

              (23.1)        Consent of Deloitte & Touche LLP

              (23.2)        Consent of Terrence M. O'Reilly (contained
                            in Exhibit 5)

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