Archer Daniels Midland Co – ‘POS EX’ on 8/8/00

On:  Tuesday, 8/8/00, at 5:21pm ET   ·   Effective:  8/8/00   ·   Accession #:  7084-0-35   ·   File #:  333-42612

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Post-Effective Amendment to Add Exhibits
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: POS EX      Amendment to S-8                                       9±    37K 
 2: EX-4.3      Salaried                                              47±   167K 
 3: EX-4.4      Hourly                                                47±   167K 

POS EX   —   Amendment to S-8
Document Table of Contents

Page 1                                                                          
As filed with the Securities and Exchange Commission on August 8,           
2000            
                        Registration No. 333-42612

SECURITIES AND EXCHANGE COMMISSION            
Washington, D. C.  20549            
_____________           
POST-EFFECTIVE AMENDMENT NO. 1 TO           
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)                                                          

401(k) PLAN FOR SALARIED EMPLOYEES            

401(k) PLAN FOR HOURLY EMPLOYEES            
(Full title of the plans)           

David 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            
______________________            

Approximate date of proposed sale to the public: As soon as                     
practicable after the effective date of the Registration Statement.             
If the only securities being registered on this form are being              
offered pursuant to dividend or interest reinvestment plans, please             
check the following box. [ ]                                                    
If any of the securities being registered on this form are to be            
offered on a delayed or continuous basis pursuant to Rule 415 under             
the Securities Act of 1933, other than securities offered only in               
connection with dividend or interest reinvestment plans, check the              
following box. [ ]                                                              
If this form is filed to register additional securities for an              
offering pursuant to Rule 462(b) under the Securities Act, check the            
following box and list the Securities Act registration statement                
number of the earlier effective registration statement for the same             
offering. [ ]                                                                   
If this form is a post-effective amendment filed pursuant to Rule           
462 (c) under the Securities Act, check the following box and list              
the Securities Act registration statement number of the earlier                 
effective registration statement for the same offering. [  ]                    
If this form is a post-effective amendment filed pursuant to Rule           
462 (d) under the Securities Act, check the following box and list              
the Securities Act registration statement number of the earlier                 
effective registration statement for the same offering. [ X] 333-               
42612                                                                           
If delivery of the prospectus is expected to be made pursuant to            
Rule 434, please check the following box. [ ]                                   

1                                                                               
Page 2                                                                          
ARCHER-DANIELS-MIDLAND COMPANY                

EXPLANATORY NOTE                

This  Post-Effective  Amendment  No.  1  to  the  Form  S-8         
Registration  Statement is being filed pursuant  to  Rule  462(d)               
under  the  Securities  Act of 1933, as  amended,  for  the  sole               
purpose of filing Exhibit Numbers 4.3 and 4.4, which were  listed               
but  unintentionally  omitted from  the  initial  filing  of  the               
Registration   Statement.   The  contents  of  the   Registration               
Statement  on Form S-8 (Commission File No. 333-42612)  filed  by               
Archer-Daniels-Midland Company (the "Company") on July 31,  2000,               
including  the exhibits thereto, which was effective  immediately               
upon   such  filing,  is  incorporated  by  reference   in   this               
Registration Statement.                                                         

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 to be 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.                                             
2                                                                               
Page 3                                                                          

Item 5.   Interests of Named Experts and Counsel.                               

Not Applicable.                                             

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               
or  officer 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 X 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                 Composite Certificate of Incorporation,           
as amended.                   

4.2                 Bylaws, as amended and restated.                  

*4.3                401(k) Plan for Salaried Employees                  

*4.4                401(k) Plan for Hourly Employees                    
3                                                                       
Page 4                                                                
5.1                 Opinion of David J. Smith.                        

5.2                 The  Registrant undertakes to submit the          
          Plans,   as  amended,  to  the  Internal
          Revenue  Service  ("IRS")  in  a  timely
          manner for a determination letter as  to
          the  Plans'  qualified status,  and  the
          Registrant   will   make   all   changes
          required by the IRS in order to  qualify
the Plans.                    

23.1                Consent of David J. Smith.                        

23.2                Consent of Ernst & Young LLP.                     

24                  Powers of Attorney.                               
__________________                                                              
*   Filed  with  this amendment.  All other listed  exhibits          
were  filed  with  or incorporated by reference  in  Registration               
Statement  on  Form S-8 (333-42612) filed with the Commission  on               
July 31, 2000.                                                                  

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.                                                             
4                                                                               
Page 5                                                                          
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.                               

5                                                                               
Page 6                                                                          
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  Post-Effective               
Amendment  No.  1  to Registration Statement  (333-42612)  to  be               
signed   on  its  behalf  by  the  undersigned,  thereunto   duly               
authorized, in the City of Decatur, State of Illinois, on  August               
8, 2000.                                                                        

          ARCHER-DANIELS-MIDLAND COMPANY

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

Pursuant to the requirements of the Securities Act of 1933,         
this Post-Effective Amendment No. 1 to Registration Statement has               
been  signed by the following persons in the capacities indicated               
on August 8, 2000.                                                              

Signature                          Title                                        

/s/  G.  Allen  Andreas,  Jr.                Chairman  and  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           Controller                                        
Steven R. Mills                    (Principal Accounting Officer)               

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

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

   By   /s/ David J. Smith
                     David  J. Smith, Attorney-in-
Fact                                                                            

6                                                                               
Page 7                                                                          
INDEX TO EXHIBITS               

                                      Method
Exhib                  Description                    Of Filing                 
it                                                                            

4.1    Composite Certificate of Incorporation, as    Incorporate                
amended                                       d by                
                                   Reference

4.2    Bylaws, as amended and restated               Incorporate                
                              d by
                                   Reference

4.3    401(k) Plan for Salaried Employees            Filed                      
                                     Electronica
                             lly

4.4    401(k) Plan for Hourly Employees              Filed                      
                                     Electronica
                             lly

5.1    Opinion of David J. Smith                     Previously                 
                               Filed

5.2    The  Registrant  undertakes  to  submit  the                             
Plans,  as amended, to the Internal  Revenue                      
Service  ("IRS") in a timely  manner  for  a                      
determination  letter  as  to   the   Plans'                      
qualified  status, and the  Registrant  will                      
make  all  changes required by  the  IRS  in                      
order to qualify the Plans.                                       

23.1   Consent of David J. Smith                                                
(contained  in Exhibit 5 to the Registration                      
Statement)                                                        

23.2   Consent of Ernst & Young LLP                  Previously                 
                               Filed
24     Powers of Attorney                            Previously                 
                               Filed

7                                                                               

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘POS EX’ Filing		Date		Other Filings
Filed on / Effective on:		8/8/00
		7/31/00		S-8
		10/21/99		DEF 14A
		6/30/99		10-K
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