II-4
     Page 1
   As filed with the Securities and Exchange Commission on May
                            23, 2000
                                    Registration No. 333-

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

                            FORM S-8

                     REGISTRATION STATEMENT
                              Under
                   the Securities Act of 1933
                     ______________________

                 ARCHER-DANIELS-MIDLAND COMPANY
     (Exact name of Registrant as specified in its charter)

       Delaware                                 41-0129150
   (State or other                           (I.R.S. Employer
   jurisdiction of                          Identification No.)
   incorporation or
    organization)

 4666 Faries Parkway                               62526
  Decatur, Illinois                             (Zip Code)
(Address of principal
  executive offices)

   ARCHER-DANIELS-MIDLAND COMPANY INCENTIVE COMPENSATION PLAN
                    (Full title of the plan)

                         D.  J. Smith
                Vice President, Secretary and
                       General Counsel
                Archer-Daniels-Midland Company
                     4666 Faries Parkway
                   Decatur, Illinois 62526
                (Name and address of agent for
                           service)

  Telephone number, including area code, of agent for service:
                         (217) 424-5200
                     ______________________

                 CALCULATION OF REGISTRATION FEE
[CAPTION]
<TABLE>
<S>            <C>       <C>            <C>            <C>
                                        Proposed
                          Proposed       Maximum
  Title of    Amount      maximum       Aggregate     Amount of
 securities    to be      offering      Offering     registrati
     to      register      price      price (1) (2)      on
     be       ed (1)     per share                       fee
 registered               (1) (2)
Common Stock 10,000,0
(without par    00        $10.6562    $106,562,000     $28,133
   value)     shares
/TABLE
1
Page 2
(1)  The  Registration Statement relates to 10,000,000 shares  of
     Common  Stock  to  be offered pursuant to  the  Registrant's
     Incentive Compensation Plan.
(2)  Estimated  solely  for the purpose of the  registration  fee
     pursuant to Rule 457(h)(1) based on the average of the  high
     and  low  sales prices per share of the Registrant's  Common
     Stock  on  May 18, 2000, as reported on the New  York  Stock
     Exchange Composite Tape.

                 ARCHER-DANIELS-MIDLAND COMPANY

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference.

           The  following  documents, previously filed  with  the
Securities and Exchange Commission (the "Commission") pursuant to
the  Securities  Exchange Act of 1934, as amended (the  "Exchange
Act"),  are,  as  of  their  respective  dates,  incorporated  by
reference and made a part hereof:

                (1)   The  Annual Report on Form 10-K of  Archer-
          Daniels-Midland Company (the "Company") for the  fiscal
          year  ended  June  30,  1999  (which  incorporates   by
          reference certain portions of the Company's 1999 Annual
          Report  to Shareholders, including financial statements
          and   notes  thereto,  and  certain  portions  of   the
          Company's Definitive Notice and Proxy Statement for the
          Company's  Annual  Meeting  of  Shareholders  held   on
          October 21, 1999) (File No. 001-00044).

                (2)   All other reports filed pursuant to Section
          13(a) or 15(d) of the Exchange Act since the end of the
          fiscal year covered by the Annual Report referred to in
          (1) above (File No. 001-00044).

               (3)  The description of the Company's Common Stock
          which  is  included  in  registration  statements   and
          reports filed under the Exchange Act from time to time.

           All reports and other documents subsequently filed  by
the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange   Act  subsequent  to  the  date  of  this  Registration
Statement  and prior to the filing of a post-effective  amendment
which  indicate  that all of the shares of Common  Stock  offered
have been sold or which deregister all shares of the Common Stock
then  remaining  unsold  shall be deemed to  be  incorporated  by
reference in and a part of this Registration Statement  from  the
date of filing of such documents.

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

Item 4.   Description of Securities.

          Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not Applicable.
2
Page 3
Item 6.   Indemnification of Directors and Officers.

           Under  Delaware Law, a corporation may  indemnify  any
person who was or is a party or is threatened to be made a  party
to  an  action  (other than an action by or in the right  of  the
corporation)  by  reason of his service as a  director,  officer,
employee  or  agent of the corporation, or his  service,  at  the
corporation's request, as a director, officer, employee or  agent
of  another  corporation  or other enterprise,  against  expenses
(including  attorneys'  fees) that are  actually  and  reasonably
incurred  by  him ("Expenses"), and judgments, fines and  amounts
paid  in settlement of the action, provided that he acted in good
faith  and  in a manner he reasonably believed to be  in  or  not
opposed to the corporation's best interests, and, with respect to
any  criminal  action or proceeding, had no reasonable  cause  to
believe  that  his conduct was unlawful.  Although  Delaware  Law
permits  a corporation to indemnify any person referred to  above
against Expenses in connection with the defense or settlement  of
an action by or in the right of the corporation, provided that he
acted in good faith and in a manner he reasonably believed to  be
in  or  not opposed to the corporation's best interests,  if  the
person has been judged liable to the corporation, indemnification
is  only  permitted to the extent that the Court of Chancery  (or
the  court  in  which  the action was brought)  determines  that,
despite the adjudication of liability, the person is entitled  to
indemnity for such Expenses as the court deems proper.   Delaware
Law  also provides for mandatory indemnification of any director,
officer,  employee or agent against Expenses to the  extent  such
person  has  been  successful in any proceeding  covered  by  the
statute.   In addition, Delaware Law permits (i) corporations  to
include  a  provision  in  their  certificates  of  incorporation
limiting or eliminating the personal liability of a director to a
corporation or its stockholders, under certain circumstances, for
monetary  damages or breach of fiduciary duty as a  director  and
(ii) the general authorization of advancement of a director's  or
officer's  litigation expenses, including by means of a mandatory
charter  or bylaw provision to that effect, in lieu of  requiring
the  authorization of such advancement by the board of  directors
in  specific  cases.   In addition, Delaware  Law  provides  that
indemnification  and  advancement of  expenses  provided  by  the
statute  shall  not be deemed exclusive of any  other  rights  to
which  those  seeking indemnification or advancement of  expenses
may be entitled under any bylaw, agreement or otherwise.

           Article Fourteenth of the Registrant's Certificate  of
Incorporation and Article VI of its Bylaws provide for the  broad
indemnification  of the Registrant's officers and  directors  and
limit   the  personal  monetary  liability  of  the  Registrant's
directors to the fullest extent permitted by Delaware  Law.   The
Registrant  has also entered into indemnification contracts  with
certain  of  its  directors and officers and maintains  insurance
coverage  relating  to certain liabilities of its  directors  and
officers.

Item 7.   Exemption from Registration Claimed.

          Not Applicable.

Item 8.   Exhibits.

     Exhibit                            Description

     4(1)                Archer-Daniels-Midland Company Incentive
                         Compensation Plan.

     5                   Opinion of D.  J. Smith.

     23.1                Consent  of  D.  J. Smith (contained  in
                         Exhibit    5    to   this   Registration
                         Statement).

     23.2                Consent of Ernst & Young LLP.

     24                  Powers of Attorney.

3
Page 4
Item 9.   Undertakings.

     A.   The Company hereby undertakes:

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

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

                     (ii)  To reflect in the prospectus any facts
          or  events  arising  after the effective  date  of  the
          Registration    Statement   (or   the    most    recent
          post-effective  amendment thereof) which,  individually
          or  in the aggregate, represent a fundamental change in
          the   information   set  forth  in   the   Registration
          Statement.  Notwithstanding the foregoing, any increase
          or  decrease  in volume of securities offered  (if  the
          total  dollar  value of securities  offered  would  not
          exceed  that  which was registered) and  any  deviation
          from  the  low  or  high end of the  estimated  maximum
          offering  range  may  be  reflected  in  the  form   of
          prospectus  filed  with  the  Commission  pursuant   to
          Rule 424(b) if, in the aggregate, the changes in volume
          and  price  represent  no more than  a  twenty  percent
          change  in  the  maximum aggregate offering  price  set
          forth in the "Calculation of Registration Fee" table in
          the effective Registration Statement; and

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

provided,  however, that paragraphs (A)(1)(i) and  (A)(1)(ii)  do
not  apply  if  the  Registration Statement is  on  Form  S-3  or
Form  S-8,  and  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
Company pursuant to Section 13 or Section 15(d) of the Securities
Exchange  Act of 1934 that are incorporated by reference  in  the
Registration Statement.

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

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

      B.    The  Company hereby undertakes that, for purposes  of
determining any liability under the Securities Act of 1933,  each
filing  of the Company'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  the
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 Company pursuant  to  the
foregoing provisions, or otherwise, the Company 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  Company  of expenses  incurred  or  paid  by  a
director,  officer or controlling person of the  Company  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 Company 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.
4

Page 5
                           SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933,
as  amended,  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  Decatur,  State  of
Illinois, on  May 23, 2000.

                              ARCHER-DANIELS-MIDLAND COMPANY


                              By   /s/ D.  J. Smith
                                   D.  J. Smith
                                    Vice President, Secretary and
General Counsel

      Pursuant to the requirements of the Securities Act of 1933,
this  Registration  Statement has been signed  by  the  following
persons in the capacities indicated on May 23, 2000.

Signature                          Title


/s/ G. Allen Andreas, Jr.               Chief Executive Officer
G. Allen Andreas, Jr.              (Principal Executive Officer)

/s/  Douglas  J.  Schmalz             Vice  President  and  Chief
Financial Officer
Douglas J. Schmalz            (Principal Financial Officer)

/s/ Steven R. Mills           Vice President and Controller
Steven R. Mills                    (Principal Accounting Officer)

Dwayne O. Andreas*  Director
G. Allen Andreas, Jr.*   Director
David J. Mimran*    Director
F. Ross Johnson*         Director
Robert S. Strauss*  Director
J.K. Vanier*        Director
O.G.  Webb*           Director       A majority of the  Board  of
Directors
M. Brian Mulroney*  Director
Gaylord O. Coan*    Director
John R. Block*      Director
Richard R. Burt*         Director
Mollie Hale Carter* Director
Andrew Young*       Director

*     D.  J. Smith, by signing his name hereto, does hereby  sign
this  document on behalf of each of the above named directors  of
the  Registrant pursuant to powers of attorney duly  executed  by
each person.

                              By   /s/ D.  J. Smith
                                   D.  J. Smith, Attorney in Fact

5

Page 6
                        INDEX TO EXHIBITS

<CAPTION>

</TABLE>
<TABLE>
<S>       <C>                                          <C>
                                                        Method
Exhib                  Description                    Of Filing
 it

4      Archer-Daniels-Midland Company Incentive      Incorporate
       Compensation Plan                             d by
                                                     Reference

5      Opinion of D.  J. Smith                       Filed
                                                     Electronica
                                                     lly

23.1   Consent of D.  J. Smith
       (contained in Exhibit 5 to this Registration
       Statement)

23.2   Consent of Ernst & Young  LLP                 Filed
                                                     Electronica
                                                     lly
24     Powers of Attorney                            Filed
                                                     Electronica
                                                     lly



/TABLE
6
















_______________________________
(1)   Incorporated by reference to Exhibit A to the  Registrant's
Definitive Proxy Statement filed with the Securities and Exchange
Commission on September 15, 1999 (File No. 001-00044).


</TABLE>
[{"type": "S-8", "sequence": "1", "description": "S-8500", "secsgml_size_bytes": 17680}]
{"company-data": {"conformed-name": "ARCHER DANIELS MIDLAND CO", "cik": "0000007084", "assigned-sic": "2070", "irs-number": "410129150", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37690", "film-number": "642474"}, "business-address": {"street1": "4666 FARIES PKWY", "city": "DECATUR", "state": "IL", "zip": "62526", "phone": "2174244798"}}
II-4
     Page 1
   As filed with the Securities and Exchange Commission on May
                            23, 2000
                                    Registration No. 333-

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

                            FORM S-8

                     REGISTRATION STATEMENT
                              Under
                   the Securities Act of 1933
                     ______________________

                 ARCHER-DANIELS-MIDLAND COMPANY
     (Exact name of Registrant as specified in its charter)

       Delaware                                 41-0129150
   (State or other                           (I.R.S. Employer
   jurisdiction of                          Identification No.)
   incorporation or
    organization)

 4666 Faries Parkway                               62526
  Decatur, Illinois                             (Zip Code)
(Address of principal
  executive offices)

   ARCHER-DANIELS-MIDLAND COMPANY INCENTIVE COMPENSATION PLAN
                    (Full title of the plan)

                         D.  J. Smith
                Vice President, Secretary and
                       General Counsel
                Archer-Daniels-Midland Company
                     4666 Faries Parkway
                   Decatur, Illinois 62526
                (Name and address of agent for
                           service)

  Telephone number, including area code, of agent for service:
                         (217) 424-5200
                     ______________________

                 CALCULATION OF REGISTRATION FEE
[CAPTION]
Proposed
                          Proposed       Maximum
  Title of    Amount      maximum       Aggregate     Amount of
 securities    to be      offering      Offering     registrati
     to      register      price      price (1) (2)      on
     be       ed (1)     per share                       fee
 registered               (1) (2)
Common Stock 10,000,0
(without par    00        $10.6562    $106,562,000     $28,133
   value)     shares
/TABLE
1
Page 2
(1)  The  Registration Statement relates to 10,000,000 shares  of
     Common  Stock  to  be offered pursuant to  the  Registrant's
     Incentive Compensation Plan.
(2)  Estimated  solely  for the purpose of the  registration  fee
     pursuant to Rule 457(h)(1) based on the average of the  high
     and  low  sales prices per share of the Registrant's  Common
     Stock  on  May 18, 2000, as reported on the New  York  Stock
     Exchange Composite Tape.

                 ARCHER-DANIELS-MIDLAND COMPANY

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

           The  following  documents, previously filed  with  the
Securities and Exchange Commission (the "Commission") pursuant to
the  Securities  Exchange Act of 1934, as amended (the  "Exchange
Act"),  are,  as  of  their  respective  dates,  incorporated  by
reference and made a part hereof:

                (1)   The  Annual Report on Form 10-K of  Archer-
          Daniels-Midland Company (the "Company") for the  fiscal
          year  ended  June  30,  1999  (which  incorporates   by
          reference certain portions of the Company's 1999 Annual
          Report  to Shareholders, including financial statements
          and   notes  thereto,  and  certain  portions  of   the
          Company's Definitive Notice and Proxy Statement for the
          Company's  Annual  Meeting  of  Shareholders  held   on
          October 21, 1999) (File No. 001-00044).

                (2)   All other reports filed pursuant to Section
          13(a) or 15(d) of the Exchange Act since the end of the
          fiscal year covered by the Annual Report referred to in
          (1) above (File No. 001-00044).

               (3)  The description of the Company's Common Stock
          which  is  included  in  registration  statements   and
          reports filed under the Exchange Act from time to time.

           All reports and other documents subsequently filed  by
the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange   Act  subsequent  to  the  date  of  this  Registration
Statement  and prior to the filing of a post-effective  amendment
which  indicate  that all of the shares of Common  Stock  offered
have been sold or which deregister all shares of the Common Stock
then  remaining  unsold  shall be deemed to  be  incorporated  by
reference in and a part of this Registration Statement  from  the
date of filing of such documents.

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

Item 4.   Description of Securities.

          Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not Applicable.
2
Page 3
Item 6.   Indemnification of Directors and Officers.

           Under  Delaware Law, a corporation may  indemnify  any
person who was or is a party or is threatened to be made a  party
to  an  action  (other than an action by or in the right  of  the
corporation)  by  reason of his service as a  director,  officer,
employee  or  agent of the corporation, or his  service,  at  the
corporation's request, as a director, officer, employee or  agent
of  another  corporation  or other enterprise,  against  expenses
(including  attorneys'  fees) that are  actually  and  reasonably
incurred  by  him ("Expenses"), and judgments, fines and  amounts
paid  in settlement of the action, provided that he acted in good
faith  and  in a manner he reasonably believed to be  in  or  not
opposed to the corporation's best interests, and, with respect to
any  criminal  action or proceeding, had no reasonable  cause  to
believe  that  his conduct was unlawful.  Although  Delaware  Law
permits  a corporation to indemnify any person referred to  above
against Expenses in connection with the defense or settlement  of
an action by or in the right of the corporation, provided that he
acted in good faith and in a manner he reasonably believed to  be
in  or  not opposed to the corporation's best interests,  if  the
person has been judged liable to the corporation, indemnification
is  only  permitted to the extent that the Court of Chancery  (or
the  court  in  which  the action was brought)  determines  that,
despite the adjudication of liability, the person is entitled  to
indemnity for such Expenses as the court deems proper.   Delaware
Law  also provides for mandatory indemnification of any director,
officer,  employee or agent against Expenses to the  extent  such
person  has  been  successful in any proceeding  covered  by  the
statute.   In addition, Delaware Law permits (i) corporations  to
include  a  provision  in  their  certificates  of  incorporation
limiting or eliminating the personal liability of a director to a
corporation or its stockholders, under certain circumstances, for
monetary  damages or breach of fiduciary duty as a  director  and
(ii) the general authorization of advancement of a director's  or
officer's  litigation expenses, including by means of a mandatory
charter  or bylaw provision to that effect, in lieu of  requiring
the  authorization of such advancement by the board of  directors
in  specific  cases.   In addition, Delaware  Law  provides  that
indemnification  and  advancement of  expenses  provided  by  the
statute  shall  not be deemed exclusive of any  other  rights  to
which  those  seeking indemnification or advancement of  expenses
may be entitled under any bylaw, agreement or otherwise.

           Article Fourteenth of the Registrant's Certificate  of
Incorporation and Article VI of its Bylaws provide for the  broad
indemnification  of the Registrant's officers and  directors  and
limit   the  personal  monetary  liability  of  the  Registrant's
directors to the fullest extent permitted by Delaware  Law.   The
Registrant  has also entered into indemnification contracts  with
certain  of  its  directors and officers and maintains  insurance
coverage  relating  to certain liabilities of its  directors  and
officers.

Item 7.   Exemption from Registration Claimed.

          Not Applicable.

Item 8.   Exhibits.

     Exhibit                            Description

     4(1)                Archer-Daniels-Midland Company Incentive
                         Compensation Plan.

     5                   Opinion of D.  J. Smith.

     23.1                Consent  of  D.  J. Smith (contained  in
                         Exhibit    5    to   this   Registration
                         Statement).

     23.2                Consent of Ernst & Young LLP.

     24                  Powers of Attorney.

3
Page 4
Item 9.   Undertakings.

     A.   The Company hereby undertakes:

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

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

                     (ii)  To reflect in the prospectus any facts
          or  events  arising  after the effective  date  of  the
          Registration    Statement   (or   the    most    recent
          post-effective  amendment thereof) which,  individually
          or  in the aggregate, represent a fundamental change in
          the   information   set  forth  in   the   Registration
          Statement.  Notwithstanding the foregoing, any increase
          or  decrease  in volume of securities offered  (if  the
          total  dollar  value of securities  offered  would  not
          exceed  that  which was registered) and  any  deviation
          from  the  low  or  high end of the  estimated  maximum
          offering  range  may  be  reflected  in  the  form   of
          prospectus  filed  with  the  Commission  pursuant   to
          Rule 424(b) if, in the aggregate, the changes in volume
          and  price  represent  no more than  a  twenty  percent
          change  in  the  maximum aggregate offering  price  set
          forth in the "Calculation of Registration Fee" table in
          the effective Registration Statement; and

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

provided,  however, that paragraphs (A)(1)(i) and  (A)(1)(ii)  do
not  apply  if  the  Registration Statement is  on  Form  S-3  or
Form  S-8,  and  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
Company pursuant to Section 13 or Section 15(d) of the Securities
Exchange  Act of 1934 that are incorporated by reference  in  the
Registration Statement.

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

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

      B.    The  Company hereby undertakes that, for purposes  of
determining any liability under the Securities Act of 1933,  each
filing  of the Company'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  the
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 Company pursuant  to  the
foregoing provisions, or otherwise, the Company 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  Company  of expenses  incurred  or  paid  by  a
director,  officer or controlling person of the  Company  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 Company 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.
4

Page 5
                           SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933,
as  amended,  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  Decatur,  State  of
Illinois, on  May 23, 2000.

                              ARCHER-DANIELS-MIDLAND COMPANY

                              By   /s/ D.  J. Smith
                                   D.  J. Smith
                                    Vice President, Secretary and
General Counsel

      Pursuant to the requirements of the Securities Act of 1933,
this  Registration  Statement has been signed  by  the  following
persons in the capacities indicated on May 23, 2000.

Signature                          Title

/s/ G. Allen Andreas, Jr.               Chief Executive Officer
G. Allen Andreas, Jr.              (Principal Executive Officer)

/s/  Douglas  J.  Schmalz             Vice  President  and  Chief
Financial Officer
Douglas J. Schmalz            (Principal Financial Officer)

/s/ Steven R. Mills           Vice President and Controller
Steven R. Mills                    (Principal Accounting Officer)

Dwayne O. Andreas*  Director
G. Allen Andreas, Jr.*   Director
David J. Mimran*    Director
F. Ross Johnson*         Director
Robert S. Strauss*  Director
J.K. Vanier*        Director
O.G.  Webb*           Director       A majority of the  Board  of
Directors
M. Brian Mulroney*  Director
Gaylord O. Coan*    Director
John R. Block*      Director
Richard R. Burt*         Director
Mollie Hale Carter* Director
Andrew Young*       Director

*     D.  J. Smith, by signing his name hereto, does hereby  sign
this  document on behalf of each of the above named directors  of
the  Registrant pursuant to powers of attorney duly  executed  by
each person.

                              By   /s/ D.  J. Smith
                                   D.  J. Smith, Attorney in Fact

5

Page 6
                        INDEX TO EXHIBITS
Method
Exhib                  Description                    Of Filing
 it

4      Archer-Daniels-Midland Company Incentive      Incorporate
       Compensation Plan                             d by
                                                     Reference

5      Opinion of D.  J. Smith                       Filed
                                                     Electronica
                                                     lly

23.1   Consent of D.  J. Smith
       (contained in Exhibit 5 to this Registration
       Statement)

23.2   Consent of Ernst & Young  LLP                 Filed
                                                     Electronica
                                                     lly
24     Powers of Attorney                            Filed
                                                     Electronica
                                                     lly

/TABLE
6

_______________________________
(1)   Incorporated by reference to Exhibit A to the  Registrant's
Definitive Proxy Statement filed with the Securities and Exchange
Commission on September 15, 1999 (File No. 001-00044).