Registration No. 33-       
                                                                           

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

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

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

             Wisconsin                                       39-0561070
    (State or other jurisdiction                             (I.R.S. Employer 
   of incorporation or organization)                         Identification No.)
                        
             433 East Michigan Street
               Milwaukee, Wisconsin                             53202
     (Address of principal executive offices)                   (Zip Code)


              Universal Foods Corporation 1994 Employee Stock Plan
                            (Full title of the plan)

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

                         CALCULATION OF REGISTRATION FEE

      Title of      Amount      Proposed     Proposed
     Securities     to be       Maximum      Maximum       Amount of
       to be      Registered    Offering    Aggregate     Registration
     Registered                  Price      Offering          Fee
                               Per Share      Price

    Common        1,200,000    $31.375(1)  $37,650,000(1)  $12,981.72
    Stock,          shares
    $.10 par
    value

    Common       1,200,000        (2)          (2)         (2)
    Stock,         rights 
    Purchase
    Rights

   (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 7, 1994.

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

                        _________________________________


                               Page 1 of __ Pages

       The Exhibit Index is on page __ of the sequentially numbered pages.
   <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") with the Commission and are incorporated
   herein by reference:

             1.   The Company's Annual Report on Form 10-K for the year ended
   September 30, 1993, which includes certified financial statements as of
   and for the year ended September 30, 1993.

             2.   All other reports filed by the Company pursuant to Section
   13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
   "Exchange Act"), since September 30, 1993.

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

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

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

   Item 4.   Description of Securities.

             Not applicable.

   Item 5.   Interests of Named Experts and Counsel.

             Not applicable.

   Item 6.   Indemnification of Directors and Officers.

             Pursuant to the Wisconsin Business Corporation Law and the
   Company's By-Laws, directors and officers of the Company are entitled to
   mandatory indemnification from the Company against certain liabilities and
   expenses (i) to the extent such officers or directors are successful in
   the defense of a proceeding; and (ii) in proceedings in which the director
   or officer is not successful in the defense thereof, unless (in the latter
   case only) it is determined that the director or officer breached or
   failed to perform his duties to the Company 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 1994 Employee Stock
                  Plan
     
        (5)       Opinion of Foley & Lardner

       (23.1)     Consent of Deloitte & Touche LLP

       (23.2)     Consent of Foley & Lardner (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 8th day of September, 1994.

                                      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 8, 1994.

             Each person whose signature appears below constitutes and
   appoints Guy A. Osborn, 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/  Guy A. Osborn                   _______________________________________
   Guy A. Osborn                        Leon T. Kendall
   Chairman, Chief Executive Officer    Director 
   and Director
   (Principal Executive Officer)



   /s/  John E. Heinrich                /s/  James H. Keyes                    
   John E. Heinrich                     James H. Keyes
   Vice President and Chief Financial   Director
   Officer (Chief Financial Officer 
   and Principal Accounting Officer)



   /s/  Michael E. Batten               /s/  Kenneth P. Manning                
   Michael E. Batten                    Kenneth P. Manning
   Director                             President, Chief Operating Officer
                                           and Director



   /s/  John F. Bergstrom               /s/  Charles S. McNeer                 
   John F. Bergstrom                    Charles S. McNeer
   Director                             Director



   /s/  James L. Forbes                 /s/  John L. Murray                    
   James L. Forbes                      John L. Murray
   Director                             Director



   /s/  Dr. Olan D. Forker              /s/  William U. Parfet                 
   Dr. Olan D. Forker                   William U. Parfet
   Director                             Director



   /s/  Dr. Carol I. Waslien Ghazaii    /s/  Essie Whitelaw                    
   Dr. Carol I. Waslien Ghazaii         Essie Whitelaw
   Director                             Director
   <PAGE>
                                  EXHIBIT INDEX

                           UNIVERSAL FOODS CORPORATION
                            1994 EMPLOYEE STOCK PLAN

                                                     Page Number in
                                                      Sequentially
                                                        Numbered 
                                                      Registration
     Exhibit                  Exhibit                   Statement  
       No.

       (4)     Universal Foods Corporation 1994
               Employee Stock Plan

       (5)     Opinion of Foley & Lardner

     (23.1)    Consent of Deloitte & Touche LLP

     (23.2)    Consent of Foley & Lardner                  __
               (contained in Exhibit 5 hereto)

      (24)     Power of Attorney relating to               __
               subsequent amendments (included on
               the signature page to this
               Registration Statement)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16439}]
{"company-data": {"conformed-name": "UNIVERSAL FOODS CORP", "cik": "0000310142", "assigned-sic": "2000", "irs-number": "390561070", "state-of-incorporation": "WI", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-55437", "film-number": "94548744"}, "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. 33-       
                                                                           

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

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

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

             Wisconsin                                       39-0561070
    (State or other jurisdiction                             (I.R.S. Employer 
   of incorporation or organization)                         Identification No.)
                        
             433 East Michigan Street
               Milwaukee, Wisconsin                             53202
     (Address of principal executive offices)                   (Zip Code)

              Universal Foods Corporation 1994 Employee Stock Plan
                            (Full title of the plan)

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

                         CALCULATION OF REGISTRATION FEE

      Title of      Amount      Proposed     Proposed
     Securities     to be       Maximum      Maximum       Amount of
       to be      Registered    Offering    Aggregate     Registration
     Registered                  Price      Offering          Fee
                               Per Share      Price

    Common        1,200,000    $31.375(1)  $37,650,000(1)  $12,981.72
    Stock,          shares
    $.10 par
    value

    Common       1,200,000        (2)          (2)         (2)
    Stock,         rights 
    Purchase
    Rights

   (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 7, 1994.

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

                        _________________________________

                               Page 1 of __ Pages

       The Exhibit Index is on page __ of the sequentially numbered pages.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.   Incorporation of Documents by Reference.

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

             1.   The Company's Annual Report on Form 10-K for the year ended
   September 30, 1993, which includes certified financial statements as of
   and for the year ended September 30, 1993.

             2.   All other reports filed by the Company pursuant to Section
   13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
   "Exchange Act"), since September 30, 1993.

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

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

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

   Item 4.   Description of Securities.

             Not applicable.

   Item 5.   Interests of Named Experts and Counsel.

             Not applicable.

   Item 6.   Indemnification of Directors and Officers.

             Pursuant to the Wisconsin Business Corporation Law and the
   Company's By-Laws, directors and officers of the Company are entitled to
   mandatory indemnification from the Company against certain liabilities and
   expenses (i) to the extent such officers or directors are successful in
   the defense of a proceeding; and (ii) in proceedings in which the director
   or officer is not successful in the defense thereof, unless (in the latter
   case only) it is determined that the director or officer breached or
   failed to perform his duties to the Company 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 1994 Employee Stock
                  Plan
     
        (5)       Opinion of Foley & Lardner

       (23.1)     Consent of Deloitte & Touche LLP

       (23.2)     Consent of Foley & Lardner (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 8th day of September, 1994.

                                      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 8, 1994.

             Each person whose signature appears below constitutes and
   appoints Guy A. Osborn, 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/  Guy A. Osborn                   _______________________________________
   Guy A. Osborn                        Leon T. Kendall
   Chairman, Chief Executive Officer    Director 
   and Director
   (Principal Executive Officer)

   /s/  John E. Heinrich                /s/  James H. Keyes                    
   John E. Heinrich                     James H. Keyes
   Vice President and Chief Financial   Director
   Officer (Chief Financial Officer 
   and Principal Accounting Officer)

   /s/  Michael E. Batten               /s/  Kenneth P. Manning                
   Michael E. Batten                    Kenneth P. Manning
   Director                             President, Chief Operating Officer
                                           and Director

   /s/  John F. Bergstrom               /s/  Charles S. McNeer                 
   John F. Bergstrom                    Charles S. McNeer
   Director                             Director

   /s/  James L. Forbes                 /s/  John L. Murray                    
   James L. Forbes                      John L. Murray
   Director                             Director

   /s/  Dr. Olan D. Forker              /s/  William U. Parfet                 
   Dr. Olan D. Forker                   William U. Parfet
   Director                             Director

   /s/  Dr. Carol I. Waslien Ghazaii    /s/  Essie Whitelaw                    
   Dr. Carol I. Waslien Ghazaii         Essie Whitelaw
   Director                             Director
EXHIBIT INDEX

                           UNIVERSAL FOODS CORPORATION
                            1994 EMPLOYEE STOCK PLAN

                                                     Page Number in
                                                      Sequentially
                                                        Numbered 
                                                      Registration
     Exhibit                  Exhibit                   Statement  
       No.

       (4)     Universal Foods Corporation 1994
               Employee Stock Plan

       (5)     Opinion of Foley & Lardner

     (23.1)    Consent of Deloitte & Touche LLP

     (23.2)    Consent of Foley & Lardner                  __
               (contained in Exhibit 5 hereto)

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