As filed with the Securities and Exchange Commission on August 2, 2001
                                                   Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            -------------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                          ----------------------------
                                  BUNGE LIMITED
             (Exact name of registrant as specified in its charter)

       Bermuda                                     Inapplicable
       (State or other jurisdiction of             (I.R.S. Employer
       incorporation or organization)              Identification No.)

                                 50 Main Street
                             White Plains, NY 10606
          (Address of principal executive offices, including zip code)

                          -----------------------------
                       BUNGE LIMITED EQUITY INCENTIVE PLAN
                            (Full title of the plan)


                                William M. Wells,
                             Chief Financial Officer
                                  Bunge Limited
                                 50 Main Street
                             White Plains, NY 10606
                                 (914) 684-2800
 (Name, address and telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
                                                           Proposed Maximum      Proposed Maximum      Amount of
          Title of Securities             Amount to be     Offering Price          Aggregate         Registration
           to be Registered              Registered(1)      Per Share (2)       Offering Price (2)        Fee
--------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                <C>                   <C>                <C>
Common Shares, par value $0.01 per        $4,099,000         $16.00                $65,584,000        $16,396
share
--------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  This registration statement on Form S-8 (this "Registration Statement")
     shall also cover any additional shares of Bunge Limited (the "Registrant")
     common shares, par value $0.01 (the "Common Shares") which become issuable
     under the Registrant's Equity Incentive Plan (the "Plan") being registered
     pursuant to this Registration Statement by reason of any stock dividend,
     stock split, recapitalization or any other similar transaction or similar
     transaction effected without the receipt of consideration which results in
     an increase in the number of the Registrant's outstanding Common Shares.

(2)  The Proposed Maximum Offering Price Per Share and the Proposed Maximum
     Aggregate Offering Price for 4,099,000 Common Shares available for future
     awards under the Plan are based on the Registrant's Registration
     Statement on Form F-1 (Registration No. 333-65026).


                                   Page 1 of 9
<PAGE>

                                     Part I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.           Plan Information.*

Item 2.           Registrant Information and Employee Plan Annual Information.*












----------
*        Information required by Part I to be contained in the Section 10(a)
         prospectus is omitted from this Registration Statement in accordance
         with Rule 428 under the Securities Act, and the "Note" to Part I of
         Form S-8.

                                 Page 2 of 9
<PAGE>

                                     Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

                  The following documents that the Registrant has filed with or
furnished to the Securities and Exchange Commission (the "Commission") are
incorporated in this Registration Statement by reference and made a part
hereof:

         (a)      The Registrant's Prospectus filed on July 13, 2001
                  pursuant to Rule 424(6) under the Securities Act of 1933, as
                  amended (the "Securities Act"), as part of the Registrant's
                  Registration Statement on Form F-1 (Registration No.
                  333-65026); and

         (b)      (i)  The description of the Registrant's Common Shares
                       contained in the Registrant's Registration Statement on
                       Form 8-A filed by the Registrant with the Commission
                       under the Exchange Act, on July 30, 2001 (the "Form
                       8-A"), including any amendment or report filed for the
                       purpose of updating such description.

                 (ii)  The description of the Registrant's Common Shares set
                       forth under the caption "Description of Share Capital"
                       in the Registrant's Registration Statement on Form F-1
                       (Registration No. 333-65026) as originally filed under
                       the Securities Act on July 13, 2001.

                  All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the effective date
of this Registration Statement, but prior to the filing of a post-effective
amendment to this Registration Statement indicating that all securities offered
hereby have been sold or de-registering all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents.

                  Any statement contained herein or in any document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed to constitute a part of this Registration Statement, except as so
modified or superseded.

Item 4.           Description of Securities.

                  Not applicable.

Item 5.           Interests of Named Experts and Counsel.

                  None.

Item 6.           Indemnification of Directors and Officers.

                  Sections 29 and 30 of the bye-laws of the Registrant provide,
in part, that the Registrant shall indemnify its directors, secretary and
officers from and against all actions, costs, charges, losses, damages and
expenses which they may incur in the performance of their duties as


                                 Page 3 of 9
<PAGE>

director, secretary or officer, provided that such indemnification does not
extend to any matter in respect of any fraud or dishonesty which may attach to
any such persons. Section 98 of the Companies Act 1981, as amended, of Bermuda
permits a company to indemnify a director or officer against any liability
incurred by him in defending any proceedings, whether civil or criminal, in
which judgment is given in his favor or in which he is acquitted or when he is
relieved from liability by the court under Section 281 of the Companies Act
1981.

                  The Registrant maintains standard policies of insurance under
which coverage is provided (a) to its directors, secretary or officers against
loss arising from claims made by reason of breach of duty or other wrongful act,
and (b) to the Registrant with respect to payments which may be made by the
Registrant to such directors, secretary and officers pursuant to the above
indemnification provision on otherwise as a matter of law.

                 The proposed form of Underwriting Agreement as filed as Exhibit
1.1 to the Registrant's Registration Statement on Form F-1 (Registration No.
333-65026), as originally filed under the Securities Act on July 13, 2001,
provides for indemnification of the Registrant's directors and officers by the
Underwriters against certain liabilities.

Item 7.           Exemption from Registration Claimed.

                  Not applicable.

Item 8.           Exhibits.

                  See Exhibit Index.

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;

                           (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 this registration
                  statement; and

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in this Registration Statement or any material change to such
                  information in the registration statement;

                  provided, however, that the undertakings set forth in
                  paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the
                  information required to be included in a post-effective
                  amendment by those paragraphs is contained in periodic reports
                  filed with or furnished to the Commission by the Registrant
                  pursuant to Section 13 or Section 15(d) of the Exchange Act
                  that are incorporated by reference in this Registration
                  Statement;


                                 Page 4 of 9
<PAGE>

                  (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; and

                  (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 further 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 that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at the 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 Act and will be governed by the final adjudication of
such issue.


                                 Page 5 of 9
<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 White Plains, New York on August 2, 2001.



                                   BUNGE LIMITED



                                   By:   /s/ Alberto Weisser
                                      ------------------------------------------
                                      Name:  Alberto Weisser
                                      Title: Chief Executive Officer and
                                             Chairman of the Board of Directors



                                 Page 6 of 9
<PAGE>

                                POWER OF ATTORNEY

                  KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby authorizes Alberto Weisser, William M. Wells and
Theodore P. Fox, III, as attorney-in-fact and agent jointly and severally, each
with full powers of substitution, to sign on his or her behalf, individually and
in any and all capacities, including the capacities stated below, and to file
the Registration Statement on Form S-8 (or such other Form as may be
appropriate) in connection with the registration of Common Shares of the
Registrant and any and all amendments (including post-effective amendments) to
the Registration Statement with the Securities and Exchange Commission, granting
to said attorney-in-fact and agent full power and authority to perform any other
act on behalf of the undersigned required to be done in the premises.


                  Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed on the 31st of July by the following
persons in the capacities indicated.

Name and Signature                Capacity



/s/ Alberto Weisser               Chief Executive Officer and
-----------------------------     Chairman of the Board of Directors
Alberto Weisser


/s/ William M. Wells              Chief Financial Officer
-----------------------------     Authorized Representative in the United States
William M. Wells


/s/ Theodore P. Fox, III          Controller and Principal
-----------------------------     Accounting Officer
Theodore P. Fox, III


/s/ Jorge Born, Jr.
-----------------------------     Director
Jorge Born, Jr.


/s/ Ernest Bachrach
-----------------------------     Director
Ernest Bachrach


/s/ Enrique Boilini
-----------------------------     Director
Enrique Boilini


                                 Page 7 of 9
<PAGE>


/s/ Michael Bulkin
---------------------------------     Director
Michael Bulkin


/s/ Octavio Caraballo
---------------------------------     Director
Octavio Caraballo


/s/ Francis Coppinger
---------------------------------     Director
Francis Coppinger


/s/ Bernard de La Tour d'Auvergne
---------------------------------     Director
Bernard de La Tour d'Auvergne


/s/ William Engels
---------------------------------     Director
William Engels


/s/ Carlos Braun Saint
---------------------------------     Director
Carlos Braun Saint


/s/ Ludwig Schmitt-Rhaden
---------------------------------     Director
Ludwig Schmitt-Rhaden


                                 Page 8 of 9
<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number         Description                                                                 Page
--------       -----------                                                                 ----
<S>            <C>                                                                          <C>
4.1            Memorandum of Association of the Registrant (previously filed as
               an exhibit to the Registration Statement on Form F-1
               (Registration No. 333-65026) filed by the Registrant with the
               Commission under the Securities Act, on July 13, 2001 and
               incorporated herein by reference).

4.2            Registrant's bye-laws (previously filed as an exhibit to the
               Registration Statement on Form F-1 (Registration No. 333-65026)
               filed by the Registrant with the Commission under the Securities
               Act, on July 13, 2001 and incorporated herein by reference.)

*4.3           Bunge Limited Equity Incentive Plan.

*5.1           Opinion of Conyers Dill & Pearman as to the legality of the
               shares being registered.

*23.1          Consent of Deloitte Touche Tohmatsu, independent auditors of
               the Registrant.

*23.2          Consent of Conyers Dill & Pearman (included in exhibit 5.1).

*24            Powers of Attorney (included on signature pages).



--------
*        Filed herewith
</TABLE>


                                 Page 9 of 9
[{"type": "S-8", "sequence": "1", "filename": "s8_072701.txt", "description": "FORM S-8", "secsgml_size_bytes": 17909}]
{"company-data": {"conformed-name": "BUNGE LTD", "cik": "0001144519", "assigned-sic": "2070", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-66594", "film-number": "1696348"}, "business-address": {"street1": "50 MAIN STREET", "city": "WHITE PLAINS", "state": "NY", "zip": "10606", "phone": "9146842800"}, "mail-address": {"street1": "50 MAIN STREET", "city": "WHITE PLAINS", "state": "NY", "zip": "10606"}}
As filed with the Securities and Exchange Commission on August 2, 2001
                                                   Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            -------------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                          ----------------------------
                                  BUNGE LIMITED
             (Exact name of registrant as specified in its charter)

       Bermuda                                     Inapplicable
       (State or other jurisdiction of             (I.R.S. Employer
       incorporation or organization)              Identification No.)

                                 50 Main Street
                             White Plains, NY 10606
          (Address of principal executive offices, including zip code)

                          -----------------------------
                       BUNGE LIMITED EQUITY INCENTIVE PLAN
                            (Full title of the plan)

                                William M. Wells,
                             Chief Financial Officer
                                  Bunge Limited
                                 50 Main Street
                             White Plains, NY 10606
                                 (914) 684-2800
 (Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
                                                           Proposed Maximum      Proposed Maximum      Amount of
          Title of Securities             Amount to be     Offering Price          Aggregate         Registration
           to be Registered              Registered(1)      Per Share (2)       Offering Price (2)        Fee
--------------------------------------------------------------------------------------------------------------------
Common Shares, par value $0.01 per        $4,099,000         $16.00                $65,584,000        $16,396
share
--------------------------------------------------------------------------------------------------------------------
(1)  This registration statement on Form S-8 (this "Registration Statement")
     shall also cover any additional shares of Bunge Limited (the "Registrant")
     common shares, par value $0.01 (the "Common Shares") which become issuable
     under the Registrant's Equity Incentive Plan (the "Plan") being registered
     pursuant to this Registration Statement by reason of any stock dividend,
     stock split, recapitalization or any other similar transaction or similar
     transaction effected without the receipt of consideration which results in
     an increase in the number of the Registrant's outstanding Common Shares.

(2)  The Proposed Maximum Offering Price Per Share and the Proposed Maximum
     Aggregate Offering Price for 4,099,000 Common Shares available for future
     awards under the Plan are based on the Registrant's Registration
     Statement on Form F-1 (Registration No. 333-65026).

                                   Page 1 of 9
Part I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.           Plan Information.*

Item 2.           Registrant Information and Employee Plan Annual Information.*

----------
*        Information required by Part I to be contained in the Section 10(a)
         prospectus is omitted from this Registration Statement in accordance
         with Rule 428 under the Securities Act, and the "Note" to Part I of
         Form S-8.

                                 Page 2 of 9
Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

                  The following documents that the Registrant has filed with or
furnished to the Securities and Exchange Commission (the "Commission") are
incorporated in this Registration Statement by reference and made a part
hereof:

         (a)      The Registrant's Prospectus filed on July 13, 2001
                  pursuant to Rule 424(6) under the Securities Act of 1933, as
                  amended (the "Securities Act"), as part of the Registrant's
                  Registration Statement on Form F-1 (Registration No.
                  333-65026); and

         (b)      (i)  The description of the Registrant's Common Shares
                       contained in the Registrant's Registration Statement on
                       Form 8-A filed by the Registrant with the Commission
                       under the Exchange Act, on July 30, 2001 (the "Form
                       8-A"), including any amendment or report filed for the
                       purpose of updating such description.

                 (ii)  The description of the Registrant's Common Shares set
                       forth under the caption "Description of Share Capital"
                       in the Registrant's Registration Statement on Form F-1
                       (Registration No. 333-65026) as originally filed under
                       the Securities Act on July 13, 2001.

                  All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the effective date
of this Registration Statement, but prior to the filing of a post-effective
amendment to this Registration Statement indicating that all securities offered
hereby have been sold or de-registering all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents.

                  Any statement contained herein or in any document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed to constitute a part of this Registration Statement, except as so
modified or superseded.

Item 4.           Description of Securities.

                  Not applicable.

Item 5.           Interests of Named Experts and Counsel.

                  None.

Item 6.           Indemnification of Directors and Officers.

                  Sections 29 and 30 of the bye-laws of the Registrant provide,
in part, that the Registrant shall indemnify its directors, secretary and
officers from and against all actions, costs, charges, losses, damages and
expenses which they may incur in the performance of their duties as

                                 Page 3 of 9
director, secretary or officer, provided that such indemnification does not
extend to any matter in respect of any fraud or dishonesty which may attach to
any such persons. Section 98 of the Companies Act 1981, as amended, of Bermuda
permits a company to indemnify a director or officer against any liability
incurred by him in defending any proceedings, whether civil or criminal, in
which judgment is given in his favor or in which he is acquitted or when he is
relieved from liability by the court under Section 281 of the Companies Act
1981.

                  The Registrant maintains standard policies of insurance under
which coverage is provided (a) to its directors, secretary or officers against
loss arising from claims made by reason of breach of duty or other wrongful act,
and (b) to the Registrant with respect to payments which may be made by the
Registrant to such directors, secretary and officers pursuant to the above
indemnification provision on otherwise as a matter of law.

                 The proposed form of Underwriting Agreement as filed as Exhibit
1.1 to the Registrant's Registration Statement on Form F-1 (Registration No.
333-65026), as originally filed under the Securities Act on July 13, 2001,
provides for indemnification of the Registrant's directors and officers by the
Underwriters against certain liabilities.

Item 7.           Exemption from Registration Claimed.

                  Not applicable.

Item 8.           Exhibits.

                  See Exhibit Index.

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;

                           (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 this registration
                  statement; and

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in this Registration Statement or any material change to such
                  information in the registration statement;

                  provided, however, that the undertakings set forth in
                  paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the
                  information required to be included in a post-effective
                  amendment by those paragraphs is contained in periodic reports
                  filed with or furnished to the Commission by the Registrant
                  pursuant to Section 13 or Section 15(d) of the Exchange Act
                  that are incorporated by reference in this Registration
                  Statement;

                                 Page 4 of 9
(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; and

                  (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 further 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 that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at the 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 Act and will be governed by the final adjudication of
such issue.

                                 Page 5 of 9
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 White Plains, New York on August 2, 2001.

                                   BUNGE LIMITED

                                   By:   /s/ Alberto Weisser
                                      ------------------------------------------
                                      Name:  Alberto Weisser
                                      Title: Chief Executive Officer and
                                             Chairman of the Board of Directors

                                 Page 6 of 9
POWER OF ATTORNEY

                  KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby authorizes Alberto Weisser, William M. Wells and
Theodore P. Fox, III, as attorney-in-fact and agent jointly and severally, each
with full powers of substitution, to sign on his or her behalf, individually and
in any and all capacities, including the capacities stated below, and to file
the Registration Statement on Form S-8 (or such other Form as may be
appropriate) in connection with the registration of Common Shares of the
Registrant and any and all amendments (including post-effective amendments) to
the Registration Statement with the Securities and Exchange Commission, granting
to said attorney-in-fact and agent full power and authority to perform any other
act on behalf of the undersigned required to be done in the premises.

                  Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed on the 31st of July by the following
persons in the capacities indicated.

Name and Signature                Capacity

/s/ Alberto Weisser               Chief Executive Officer and
-----------------------------     Chairman of the Board of Directors
Alberto Weisser

/s/ William M. Wells              Chief Financial Officer
-----------------------------     Authorized Representative in the United States
William M. Wells

/s/ Theodore P. Fox, III          Controller and Principal
-----------------------------     Accounting Officer
Theodore P. Fox, III

/s/ Jorge Born, Jr.
-----------------------------     Director
Jorge Born, Jr.

/s/ Ernest Bachrach
-----------------------------     Director
Ernest Bachrach

/s/ Enrique Boilini
-----------------------------     Director
Enrique Boilini

                                 Page 7 of 9
/s/ Michael Bulkin
---------------------------------     Director
Michael Bulkin

/s/ Octavio Caraballo
---------------------------------     Director
Octavio Caraballo

/s/ Francis Coppinger
---------------------------------     Director
Francis Coppinger

/s/ Bernard de La Tour d'Auvergne
---------------------------------     Director
Bernard de La Tour d'Auvergne

/s/ William Engels
---------------------------------     Director
William Engels

/s/ Carlos Braun Saint
---------------------------------     Director
Carlos Braun Saint

/s/ Ludwig Schmitt-Rhaden
---------------------------------     Director
Ludwig Schmitt-Rhaden

                                 Page 8 of 9
EXHIBIT INDEX
Exhibit
Number         Description                                                                 Page
--------       -----------                                                                 ----
4.1            Memorandum of Association of the Registrant (previously filed as
               an exhibit to the Registration Statement on Form F-1
               (Registration No. 333-65026) filed by the Registrant with the
               Commission under the Securities Act, on July 13, 2001 and
               incorporated herein by reference).

4.2            Registrant's bye-laws (previously filed as an exhibit to the
               Registration Statement on Form F-1 (Registration No. 333-65026)
               filed by the Registrant with the Commission under the Securities
               Act, on July 13, 2001 and incorporated herein by reference.)

*4.3           Bunge Limited Equity Incentive Plan.

*5.1           Opinion of Conyers Dill & Pearman as to the legality of the
               shares being registered.

*23.1          Consent of Deloitte Touche Tohmatsu, independent auditors of
               the Registrant.

*23.2          Consent of Conyers Dill & Pearman (included in exhibit 5.1).

*24            Powers of Attorney (included on signature pages).

--------
*        Filed herewith
Page 9 of 9