As filed with the Securities and Exchange Commission on January 18, 2002
                                                    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 NON-EMPLOYEE DIRECTORS
                              EQUITY INCENTIVE PLAN
                            (Full title of the plan)

                               Susanna K. Ter-Jung
                            Assistant General Counsel
                                  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             415,775               $22.05                $9,167,838.75      $2,191.12
per 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 Non-Employee Directors 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) In accordance with Rules 457(c) and 457(h) under the Securities Act of 1933,
as amended (the "Securities Act "), the Registration Fee, the Proposed Maximum
Offering Price Per Share and the Proposed Maximum Aggregate Offering Price are
based on the average of the high and low prices of the Common Stock reported on
the New York Stock Exchange ("NYSE") on January 14, 2002.

<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.

                                       2

<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 as part of the Registrant's
            Registration Statement on Form F-1, with amendments filed on July
            20, 2001 and July 31, 2001 (Registration No. 333-65026); and

       (b)  (i) The Registrant's Report of Foreign Issuer on Form 6-K, dated
            August 10, 2001.

            (ii) The Registrant's Report of Foreign Issuer on Form 6-K, dated
            October 9, 2001.

            (iii) The Registrant's Report of Foreign Issuer on Form 6-K, dated
            October 22, 2001.

            (iv) The Registrant's Report of Foreign Issuer on Form 6-K, dated
            November 13, 2001.

            (v) The Registrant's Report of Foreign Issuer on Form 6-K, dated
            November 21, 2001.


            (vi) 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 of 1934, as
            amended (the "Exchange Act"), on July 30, 2001 (the "Form 8-A"),
            including any amendment or report filed for the purpose of updating
            such description.


            (vii) 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 with
            amendments filed on July 20, 2001 and July 31, 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.


                                       3
<PAGE>

            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, secretaries and
officers from and against all actions, costs, charges, losses, damages and
expenses which they may incur in the performance of their duties as 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, secretaries 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, secretaries and officers pursuant to the above
indemnification provision on otherwise as a matter of law.

            The proposed form of Underwriting Agreement 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.

                                       4
<PAGE>

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;

            (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

                                       5
<PAGE>

(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.

                                       6
<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 January 18, 2002.



                                  BUNGE LIMITED



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


                                       7
<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 17th of January, 2002 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
William M. Wells                              United States



/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

                                       8
<PAGE>


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


                                              Director
-----------------------------------
Octavio Caraballo


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


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


                                              Director
-----------------------------------
William Engels


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


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


                                       9
<PAGE>


                                  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 Non-Employee Directors Equity Incentive
                    Plan.


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


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


*23.2               Consent of Deloitte & Touche, independent auditors of
                    the Registrant.


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


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

--------------------------
*        Filed herewith

                                    10
[{"type": "S-8", "sequence": "1", "filename": "s8_011802.txt", "description": "FORM S-8", "secsgml_size_bytes": 18810}]
{"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": "333-76938", "film-number": "2512121"}, "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 January 18, 2002
                                                    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 NON-EMPLOYEE DIRECTORS
                              EQUITY INCENTIVE PLAN
                            (Full title of the plan)

                               Susanna K. Ter-Jung
                            Assistant General Counsel
                                  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             415,775               $22.05                $9,167,838.75      $2,191.12
per 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 Non-Employee Directors 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) In accordance with Rules 457(c) and 457(h) under the Securities Act of 1933,
as amended (the "Securities Act "), the Registration Fee, the Proposed Maximum
Offering Price Per Share and the Proposed Maximum Aggregate Offering Price are
based on the average of the high and low prices of the Common Stock reported on
the New York Stock Exchange ("NYSE") on January 14, 2002.
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.

                                       2
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 as part of the Registrant's
            Registration Statement on Form F-1, with amendments filed on July
            20, 2001 and July 31, 2001 (Registration No. 333-65026); and

       (b)  (i) The Registrant's Report of Foreign Issuer on Form 6-K, dated
            August 10, 2001.

            (ii) The Registrant's Report of Foreign Issuer on Form 6-K, dated
            October 9, 2001.

            (iii) The Registrant's Report of Foreign Issuer on Form 6-K, dated
            October 22, 2001.

            (iv) The Registrant's Report of Foreign Issuer on Form 6-K, dated
            November 13, 2001.

            (v) The Registrant's Report of Foreign Issuer on Form 6-K, dated
            November 21, 2001.

            (vi) 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 of 1934, as
            amended (the "Exchange Act"), on July 30, 2001 (the "Form 8-A"),
            including any amendment or report filed for the purpose of updating
            such description.

            (vii) 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 with
            amendments filed on July 20, 2001 and July 31, 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.

                                       3
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, secretaries and
officers from and against all actions, costs, charges, losses, damages and
expenses which they may incur in the performance of their duties as 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, secretaries 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, secretaries and officers pursuant to the above
indemnification provision on otherwise as a matter of law.

            The proposed form of Underwriting Agreement 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.

                                       4
Item 9.     Undertakings.

            (a) The undersigned Registrant hereby undertakes;

            (1) To file, during any period in which offers or sales are being
        made, a post-effective amendment to this registration statement:

                (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;

            (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

                                       5
(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.

                                       6
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 January 18, 2002.

                                  BUNGE LIMITED

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

                                       7
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 17th of January, 2002 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
William M. Wells                              United States

/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

                                       8
/s/ Michael Bulkin                            Director
-----------------------------------
Michael Bulkin

                                              Director
-----------------------------------
Octavio Caraballo

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

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

                                              Director
-----------------------------------
William Engels

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

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

                                       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 Non-Employee Directors Equity Incentive
                    Plan.

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

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

*23.2               Consent of Deloitte & Touche, independent auditors of
                    the Registrant.

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

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

--------------------------
*        Filed herewith

                                    10