<PAGE>

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549




                                   FORM 10-K



(Mark One)

  X   Annual report pursuant to Section 13 or 15(d) of the Securities Exchange

      Act of 1934

      For the fiscal year ended August 31, 1997 or

      Transition report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act 1934

      For the transition period from               to




                       Commission file number :  0-17005
                          DEKALB GENETICS CORPORATION

             (Exact name of registrant as specified in its charter)
             Delaware                          36-3586793

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

   3100 Sycamore Road, DeKalb, Illinois  60115                   815-758-3461


     (Address of principal executive offices)     (Registrant's telephone
       number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
                                         Name of each exchange
       Title of each class                on which registered

   Class B Common Stock, no par value        New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:
                       Class A Common Stock, no par value

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes           X     No


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
The aggregate market value of all Common Stock held by non-affiliates was
$1,208,589,101 based upon the closing price on the New York Stock Exchange on
September 30, 1997.  (The officers and directors of the registrant are
considered affiliates for purposes of this calculation.)

As of September 30, 1997, 4,700,459 shares of the registrant's Class A Common
Stock and 29,698,821 shares of the registrant's Class B Common Stock were
outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement pertaining to the annual shareholders' meeting
are incorporated herein by reference into Part III.

<PAGE>
Any forward looking statements, oral or written, are subject to several risks
and uncertainties that could cause actual results to differ from those in the
forward looking statements.  Among these factors are the Company's relative
product performance and competitive market position, weather conditions,
commodity prices, trade policies, market conditions, and results of pending
litigation.

                                     PART I

ITEM 1.  BUSINESS


(a)       DEKALB Genetics Corporation (`DEKALB'' or the ``Company'') is engaged
  in the development of products of major importance to two segments of modern
  agriculture--seed (corn, soybeans, sorghum, alfalfa and sunflower) and hybrid
  swine breeding stock.  DEKALB operates two business segments, one through the
  seed division of the Company (``DEKALB Seed'') and one through its wholly-
  owned subsidiary, DEKALB Swine Breeders, Inc. (``DEKALB Swine'').

  DEKALB conducts major research and development programs on those genetically
  determined traits which are of primary importance to the producer's
  profitability.  The Company develops primary or inbred lines through a
  process of observation, evaluation and selection for further breeding of
  those plants or swine which exhibit improved performance in certain traits.
  These primary or inbred lines, when mated or crossed to other primary or
  inbred lines, will pass on to their progeny the improved performance in those
  traits for which the primary or inbred lines were selected.  Additionally, a
  fundamental genetic principle--called heterosis, or hybrid vigor--is
  utilized.  Heterosis occurs when the progeny of genetically dissimilar
  parents have certain performance characteristics which are superior to those
  of either parent.

  DEKALB uses these principles of genetic selection and heterosis to provide
  products for the modern day agricultural industry.  The Company also develops
  production and management techniques to complement the performance potential
  which resides in the genetic composition of its products.

  As part of its research and development, DEKALB uses biotechnology to improve
  hybrid performance.  For example, using gene cloning and transformation
  techniques in the seed business, researchers are able to incorporate genes
  from various sources to create new, value-added traits such as herbicide
  resistance, insect resistance, and improved nutritional quality.  Further,
  DNA marker techniques enable researchers to correlate field performance with
  genetic makeup thereby giving them an improved ability to breed for desired
  product characteristics.

  DEKALB is a Delaware corporation which was organized on June 15, 1988.  It
  succeeded from the genetics businesses of DEKALB Corporation which was
  originally founded in 1917.
(b)       Industry Segment and Geographic Area Information is included in Part
  II, Item 8, Footnotes R and N of the financial statements.

(c)       The following narrative describes the businesses of each segment and
  other general matters of the Company.

SEED


DEKALB Seed, headquartered in DeKalb, Illinois, engages in the research and
development of hybrid corn, varietal soybean, hybrid sorghum, hybrid sorghum-
sudangrass and hybrid sunflower seed.  The Company, directly or through its
affiliates, contracts with growers to produce the seeds of such plants and
markets them under the DEKALB brand.  It also markets varietal alfalfa and other
forage mixtures.

RESEARCH AND DEVELOPMENT.  Crop producers are very conscious of product

performance and respond to new, improved products.  As a research-based company,
DEKALB commits significant resources (approximately 13 percent of DEKALB Seed's
consolidated worldwide revenues in fiscal year 1997) to the research and
development of improved products.  Total worldwide research and development
expenditures by DEKALB Seed were $50.2 million, $40.9 million and $36.7 million
for fiscal years 1997, 1996 and 1995, respectively.
<PAGE>
DEKALB Seed operates an integrated, worldwide research and development effort,
conducted at 63 research locations and 631 testing sites around the world, with
43 research locations and 330 test sites in the United States and Canada.
Worldwide, it has 39 corn breeding programs, seven sorghum breeding programs,
seven soybean breeding programs, and four sunflower breeding programs.
Throughout the world new hybrids and varieties are evaluated annually, and in
the United States and Canada alone, there are over one million performance test
plots.  DEKALB Seed`s primary biotechnology research facility is located in
Mystic, Connecticut and includes laboratories, greenhouses and, a general
office.  Biotechnology research expenditures represented approximately 12% of
total seed research and development spending for fiscal year 1997.

PRODUCTS.  In 1997, sales of hybrid corn seed represented approximately 69

percent of DEKALB Seed's consolidated worldwide revenues.  Corn is the primary
feed grain grown in the United States and has a seed market value of
approximately $1.7 billion in the United States and $4.5 billion worldwide, the
largest of any agricultural seed.  Corn is planted under a wide variety of
conditions which affect its growth and yield, including the length of the
growing season (which is primarily determined by latitude and altitude), water
availability, soil, climate and insect and disease challenges.  To respond to
this variety of conditions, DEKALB Seed has developed high yielding corn plants
with different relative characteristics in terms of maturity (the time from
planting to harvest), dry down (the time it takes for corn to dry to harvest
standards), grain quality, standability (the strength of roots and stalks),
insect, disease and herbicide resistance, plant and ear height and tolerance to
drought and other stresses.

Soybean acreage in the United States is third behind corn and wheat acreage, and
in fiscal year 1997 the sale of soybean seed represented approximately 19
percent of DEKALB Seed's consolidated worldwide revenues.  DEKALB Seed has
developed high-yielding soybean varieties with characteristics differing on the
basis of maturity, tolerance to disease, seedling emergence, standability of the
plant, and resistance to shattering (the premature opening of the bean pod).

DEKALB Seed produces both grain and forage types of hybrid sorghum seed.  In
fiscal year 1997, sales of hybrid sorghum seed represented approximately five
percent of DEKALB Seed's consolidated worldwide revenues.  The grain sorghum
product line is planted by farmers to produce a high-quality feed grain,
approaching the value of corn.  The DEKALB Seed research effort continues to
focus on developing hybrids which possess consistently high yields, resistance
to lodging and greenbug attacks and drought tolerance, because more than 80
percent of the crop is grown under semi-arid conditions.

DEKALB Seed is able to serve the requirements of several sunflower seed markets
through development of a range of hybrids.  These hybrids exhibit high yield,
high oil content, a range of maturities, standability and disease resistance.
Currently, sunflower seeds are marketed primarily in Argentina, France, Italy,
and China.  Sunflower seed sales represented three percent of DEKALB Seed's
consolidated worldwide revenues in 1997.

Virtually all corn and sorghum seed planted in the United States and practically
all sunflower seed planted world-wide are hybrids.  Because the seeds (grain)
produced by a hybrid do not have the same genetic composition as the seed
planted, customers purchase nearly all of their corn, sorghum and sunflower seed
each year so as not to lose the full benefits of genetic selection and
heterosis.  If customers hold back corn, sorghum or most sunflower seed from
their crop and plant it the next year, yield and other positive attributes will
be dramatically reduced.

Soybeans, on the other hand, are not hybrids.  Customers frequently retain and
use a part of their crop as seed in the year following harvest.  Thus, there is
a reduced market as well as lower profit margin potential for commercial soybean
seed.  The Plant Variety Protection Act, a law governing the use of proprietary
soybean varieties, limits the quantity of seed a grower may retain and should
help future prospects for capturing the value of soybean research improvements.

DEKALB Seed also produces and sells SUDAX(R) brand sorghum-sudangrass and sells
alfalfa.  SUDAX(R) brand is a hybrid cross of sorghum and sudangrass, producing
a plant suitable for pasturing animals or multiple cuttings for forage or hay.
Alfalfa is used as animal feed, primarily for dairy and feeder cattle.  Alfalfa
is a perennial, as it will re-emerge for many seasons without additional
seeding.

<PAGE>
Production of hybrid seed is subject to the risk of the environment.  The
parental inbred lines which are used in production are more sensitive to adverse
conditions than are commercial hybrids grown by producers.  Weather is the
biggest variable.  Wet weather at planting time, lack of moisture during the
growing season, hot weather at pollination time and frost before the crop is
mature can all adversely affect DEKALB Seed's supply and unit costs.  For these
reasons, DEKALB Seed has its production facilities spread geographically and
frequently utilizes irrigation to minimize some of these risks.

MARKETING.  In the United States, DEKALB Seed markets seed from coast to coast,

through a large network of about 7,000 independent farmer-dealers, distributors
and farm stores who resell to producers.

There are approximately 300 companies engaged in the production and marketing of
agricultural seed, resulting in intense competition.  DEKALB Seed estimates that
the top two -- Pioneer Hi-Bred International, Inc. of Des Moines, Iowa and
DEKALB Seed -- accounted for over 53 percent of 1997 United States seed corn
sales, and that the next six companies have a combined market share of over 25
percent.  DEKALB Seed is the second largest seller of corn seed with a market
share in excess of 11 percent and is one of the largest sellers of soybean and
sorghum seed in the United States.  Competition for sales of seed to producers
involves factors such as relative product performance, price, marketing and
promotional programs, technical and informational support, customer
relationships and the effectiveness of the sales force.  DEKALB Seed management
believes it competes favorably with respect to all these factors.

INTERNATIONAL OPERATIONS.  The international seed business has risks and

competition similar to the United States seed business, plus the added risks of
different political environments and currency fluctuations.  From its initial
activities in 1959, the international seed business of DEKALB Seed has expanded
to most areas of the world where corn, sorghum, soybean, alfalfa and sunflower
are grown.

DEKALB Seed, directly or indirectly, operates wholly-owned subsidiaries in
Argentina, Canada, Italy, and Austria and has a 49%-owned affiliate in Mexico.
In addition, foreign-based companies in major agricultural markets have been
licensed to produce and market DEKALB seed.  Thus, local production and
marketing is carried out in more than 20 countries worldwide.  The agreements
with these foreign affiliates provide for the development, production and sale
of hybrids and varieties adapted to meet local market preferences.
International revenues through consolidated subsidiaries totaled nearly $100
million in 1997.  In addition, it is estimated that DEKALB brand seed sales
through non-consolidated foreign affiliates and licensees totaled over $155
million.

SEASONALITY.  Production, sale and distribution of seed follows a seasonal

pattern.  In North America, DEKALB Seed normally grows its seed supply in the
summer, and it is harvested, conditioned and bagged in the months of September
through January.  The dealers' sales effort takes place in the fall, and
generally about three-fourths of customer's seed orders are placed by December
1st.  Deliveries of seed corn occur principally in the late winter and spring,
during the Company's second and third fiscal quarters.  Sales revenue is
recognized upon shipment of seed.  Returns of unsold seed occur, in most cases,
during the fourth fiscal quarter.  At the time sales are recorded, DEKALB Seed
provides for estimated returns based upon historical experience and current
weather conditions.  During each of the past three years, approximately 60
percent and 40 percent of North American seed revenues were recorded in the
second and third fiscal quarters, respectively.  Cash collections also follow a
seasonal pattern, as the majority of customers remit cash in advance of their
first due date in June in order to earn discounts for early payment.
Approximately two-thirds of DEKALB Seed's cash outflow in North America occurs
in the months of December through April and includes payments to independent
farmers who contracted to produce DEKALB Seed products during the prior summer.
The demand for seed reflects the demand for the crop's end use including animal
feed, industrial use and food consumption.  The cyclical nature of the business
creates uncertainty from year to year concerning the size of the market for
seed.  An inaccurate estimate of seed needs can result in an undersupply of seed
or an oversupply of seed (which may create the need to write off inventories).

PATENTS AND APPLICATIONS.  Patents, trademarks, United States Plant Variety

Protection Act Certificates, foreign plant registrations and licenses to use
genetic material and/or intellectual property are growing in importance,
generally, to the industry and to the business of DEKALB Seed.  While no single
patent is currently of material importance to the Company's seed business, an
increasing number of patents that have been issued to the Company in the area of
biotechnology are considered to be a key success factor in order to
commercialize genetically engineered products in the future and to enable the
Company to enter into royalty generating license agreements with third parties.
<PAGE>
DEKALB Seed's policy is to fully protect its inventions, discoveries and
intellectual property.  (See Item 3 - Legal Proceedings.)  DEKALB Seed has
incurred and expects to continue to incur legal expenses associated with the
ongoing enforcement of its patents.

SWINE


DEKALB Swine, headquartered in DeKalb, Illinois, engages in the research and
development of hybrid swine breeding stock and markets such hybrid breeding
swine and related management services to hog producers in both domestic and
international markets.

RESEARCH AND DEVELOPMENT.  Through genetic research and development, male and

female lines of swine have been developed which are unique to DEKALB Swine.
These DEKALB Swine lines undergo continual genetic improvement through research
which includes an ongoing process of observation, testing, statistical analysis
and selection for further breeding of only those animals exhibiting improvement
in economically important traits.

DEKALB Swine's research and development expenditures were $7.1 million, $6.7
million and $5.8 million for fiscal years 1997, 1996 and 1995, respectively.

PRODUCTS AND PROGRAMS.  Domestically, DEKALB Swine generates breeding stock

sales and license revenues from five principal programs (Specific Cross(R)
Program, hybrid boar rotation, Custom Genetics(R) Program, crossing farms, and
artificial insemination centers) through which it markets hybrid breeding swine
and semen.

Internationally, DEKALB Swine licenses or sells primary lines to third parties
for the production of breeding stock in foreign countries under trademark
licenses and technical agreements.

DEKALB Swine's secondary product is market hogs, which are a by-product of the
production of breeding animals and represent about 50 percent of total revenues.
Because DEKALB Swine produces a consistent and high quality product, this market
hog by-product is generally sold by DEKALB Swine at a premium above major
slaughter market averages.

MARKETING.  In the United States, DEKALB Swine sells breeding stock to

approximately 1,250 customers who fall into two broad categories.  First, larger
hog producers represent a major market for DEKALB Swine's products.  As the
number of hog producers has declined by 50 percent over the past ten years to
approximately 158,000 hog farms, these larger producers represent a growing
share of hog production, and an increasing percentage of DEKALB Swine's breeding
stock sales.  Larger producers purchase boars or boar semen and either purchase
gilts, or in many cases, operate an in-house `crossing farm'' and pay DEKALB
Swine fees by licensing DEKALB great-grandparent or grandparent lines to produce
their own grandparent or parent gilts.  Second, DEKALB Swine's smaller customers
primarily purchase DEKALB Swine boars and generally retain gilts from their own
herds.

Internationally, DEKALB Swine currently licenses or sells swine breeding stock
to distributors in five foreign countries.  Those distributors sell offspring to
several hundred local customers.

COMPETITION.  In the United States, DEKALB Swine competes with national and

regional producers of hybrid swine breeding stock and thousands of producers of
purebred stock.  DEKALB Swine believes that it is one of the largest producers
of hybrid breeding stock in the United States.

The demand for swine breeding stock depends upon the supply of hogs to be
produced, which is determined by the profitability of hog production, which, in
turn, depends upon the supply and demand for pork and pork products, as well as
the cost of production.  The demand for DEKALB Swine breeding stock depends upon
customer acceptance and the ability to offer products and services which are
superior to the competition.
<PAGE>
Breeding stock prices are influenced by the quality of the breeding stock, by
competition from other major hybrid and purebred producers, and by market hog
prices.  On average, hybrid breeding stock sells at a higher price than purebred
swine.

In addition to price, competition for sales to hog producers involves factors
such as reproductive performance of the parent hybrid boars and gilts,
performance and quality of their market hog offspring, technical knowledge and
competence of the sales force, service programs, and post-sale support.  DEKALB
Swine management believes it competes favorably with respect to all these
factors.

The swine industry is a cyclical business that is heavily influenced by producer
profitability.  Historically, hog production has followed a three to five year
expansion phase followed by a similar contraction phase.  At the peak of the
expansion phase, market hog prices are generally at a low and unprofitable
level.  As hog production decreases, prices normally begin to rise until
expansion again begins to occur.

GENERAL


On August 31, 1997, DEKALB had approximately 2,000 employees.

Working capital requirements in the seed business arise out of the need to carry
newly produced inventories of seed (principally corn), and payables to growers
associated with growing that seed, until receipts from the selling season are
collected several months later.  DEKALB Seed, therefore, has significant working
capital requirements from January 1 to July 1 of each year because approximately
two-thirds of DEKALB Seed's cash flow for expenses occurs in the months of
December through April, although final receipts are not received until June.  It
is anticipated that such requirements will be met through cash generated from
operations and lines of credit for general corporate purposes.

DEKALB has available various credit facilities which include a revolving line of
credit. The revolving credit agreement provides for a $50 million line of credit
for general corporate purposes, and has a required step-down to $20 million for
one day during each year.

DEKALB Swine's production and sales patterns are such that working capital needs
are relatively constant.

The operations of DEKALB are subject to various state and federal environmental
and safety laws, rules and regulations.  Certain of the facilities of DEKALB are
also subject to state and federal environmental protection laws, rules and
regulations.  Management of DEKALB believes that the Company is in compliance,
in all material respects, with applicable environmental and safety laws, rules
and regulations, and that such compliance has not had any material adverse
effect on its operations or financial condition.

ITEM 2.  PROPERTIES


In both its seed and swine businesses, DEKALB property consists primarily of
foundation genetic material and the property, buildings and related equipment
for research, production, distribution and marketing.

DEKALB Seed headquarters personnel occupy a 73,000 square foot office building
and DEKALB Swine headquarters personnel occupy a 11,000 square foot office
building, both of which are located in DeKalb, Illinois and are owned by the
Company.  DEKALB plans to renovate the larger facility over the next two years.
In July, 1996 an additional 52,000 square foot facility was purchased in DeKalb
which the company plans to fully occupy by December, 1997.


<PAGE>
DEKALB Seed owns or leases 36 facilities in the United States and 21 outside of
the United States at which research functions are performed.  Seed production
and foundation locations in the United States total 26 with seven outside the
United States.  In addition, two seed warehouses are located in the United
States.  DEKALB Seed owns or leases 13 sales offices, all in the United States,
and owns a biotechnology research facility in Mystic, Connecticut.

DEKALB Swine owns 19 research, foundation and production farms and 9 genetic
evaluation stations.  Fourteen of the farms, as well as an office and modern
feed mill, are located in Seward and Meade Counties, Kansas and nearby Beaver
and Texas Counties, Oklahoma.  Three farms are located near the corporate
headquarters in DeKalb, Illinois with two additional farms near Lubbock, Texas.
DEKALB believes its facilities are adequate to serve its needs and that if
additional facilities are required as the business expands, DEKALB will be able
to acquire or lease such facilities on reasonable terms.

ITEM 3.  LEGAL PROCEEDINGS


The Company and its subsidiaries are defendants in various legal actions
arising in the course of business activities.  Three of such cases involve
patent related matters.  On October 1, 1996 Plant Genetics Systems, a
Belgian company that is a wholly-owned subsidiary of Hoechst Schering
AgrEvo Gmbh, filed a lawsuit against the Company in the federal district
court of Connecticut in which they allege that the Company is infringing
U.S. Patent No. 5,561,236.  That patent purports to be directed to certain
genetically engineered plants and cells that exhibit resistance to certain
herbicides.  On October 22, 1996 two subsidiaries of Mycogen Corporation
filed a lawsuit against the Company and two other defendants in the federal
district court of Delaware in which they allege that the defendants are
infringing U.S. Patent Nos. 5,567,600 and 5,567,862.  Those patents purport
to be directed to certain processes that produce or plants that exhibit
certain insect resistance.  On January 21, 1997, Novartis Seeds, Inc. filed
a lawsuit against the Company in the federal district court of Delaware in
which they allege that the company is infringing U.S. Patent No. 5,595,733.
That patent purports to be directed to certain methods for protecting
certain plants against pest damage.  In the opinion of management, these
actions will not result in a material adverse effect on the Company's
consolidated operations or financial position.

The Company is also the plaintiff in various legal actions.  The most
significant of these actions have been filed by the Company in federal
district court in the Northern District of Illinois and allege infringement
of one or up to five of the Company's biotechnology related patents.  The
patents involved are U.S. patent no. 5,484,956 covering fertile, transgenic
corn plants expressing genes encoding Bacillus thuringiensis (Bt)
insecticidal proteins, U.S. patent no. 5,489,520 covering the
microprojectile method for producing fertile, transgenic corn plants
covering a bar or pat gene, as well as the production and breeding of
progeny of  such plants, U.S. patent nos. 5,538,880 and 5,538,899 directed
to methods of producing either herbicide-resistant or insect-resistant
transgenic corn and U.S. patent no. 5,550,318 directed to transgenic corn
plants containing a bar or pat gene.  In each such case the Company has
asked the Court to determine that infringement has occurred, to enjoin
further infringement and to award unspecified compensatory and exemplary
damages.  Lawsuits were initially filed on April 30, 1996 against Pioneer
Hi-Bred International, Inc., Mycogen Corporation (and two of its
subsidiaries) and Ciba-Geigy Corporation.  A similar lawsuit was filed
against Northrup King Co. on June 10, 1996.  In addition, the Company sued
Beck's Hybrids, Inc. and Countrymark Cooperative, Inc. on July 23, 1996 and
filed against several AgrEvo entities on August 27, 1996.  There can be no
assurance that the Company will prevail in any of the actions described in
this paragraph.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


No matters were submitted to the vote of security holders during the fourth
quarter of fiscal 1997.


<PAGE>
EXECUTIVE OFFICERS OF THE REGISTRANT

The names, ages, and positions of the executive officers of the Company, with
their business experience during the past five years, are shown below.
Corporate officers are elected annually by the Board of Directors.
                                                           Age


Bruce P. Bickner...........................................54
Chairman of the Board, Chief Executive Officer and Director
Mr. Bickner has served as Chairman of the Board, Chief Executive Officer
and Director of the Company during the past five years.  He was Chairman of
the Board and Chief Executive Officer of DEKALB Energy Company until
November, 1992.

Richard O. Ryan.............................................55
President, Chief Operating Officer and Director
Mr. Ryan has served as President, Chief Operating Officer  and Director of
the Company during the past five years.

Richard T. Crowder..........................................58
Senior Vice President, International
Mr. Crowder was appointed Executive Vice President and General Manager,
Armour Swift Eckridge in July 1992.  He resigned from that position when he
was elected Senior Vice President, International of the Company in October,
1994.

Thomas R. Rauman............................................49
Vice President, Finance and Chief Financial Officer
Mr. Rauman was elected Vice President, Finance, Chief Financial Officer and
Treasurer of the Company in January, 1993.  He relinquished the position of
Treasurer in July, 1993.  He was elected Vice President, Finance, Chief
Financial Officer and Treasurer of DEKALB Energy Company in January, 1992.
He resigned from all positions with DEKALB Energy Company in December,
1992.

John H. Witmer, Jr..........................................57
Senior Vice President, General Counsel and Secretary
Mr. Witmer has served as Senior Vice President, General Counsel and
Secretary of the Company during the past five years.  He served as Senior
Vice President, General Counsel and Secretary of DEKALB Energy Company
until he relinquished the title of Senior Vice President and was elected
Vice President in November, 1992.  He resigned from all positions with
DEKALB Energy Company upon the sale of DEKALB Energy Company in May, 1995.

Catherine J. Mackey.........................................42
Vice President, Research
Ms. Mackey served as Director, Discovery Research of the Company until
September 1995, at which time she was elected Vice President, Research of
the Company.

John H. Pfund...............................................50
Vice President, Research
Mr. Pfund served as Associate Director of Research of the Company until
November 1994, at which time he was appointed Research Director.  He served
in that position until September 1995, at which time he was elected Vice
President, Research of the Company.






<PAGE>
Janis M. Felver.............................................50
Vice President and Chief Accounting Officer
Ms. Felver served as Assistant Controller of the Company until January,
1995 at which time she was elected Controller and Chief Accounting Officer.
In January 1997, she was elected Vice President and Chief Accounting
Officer.
Roy L. Poage................................................65
President, DEKALB Swine Breeders, Inc.
Mr. Poage has served as President of DEKALB Swine Breeders during the past
five years.

Each officer of DEKALB Genetics Corporation has been elected to serve as
such until the next annual election of officers of DEKALB (expected to
occur in January, 1998) or until his or her successor is elected.


<PAGE>
                                  PART II




ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS


A.As of September 30, 1997 there were approximately 620 record holders of Class
  A Common Stock and approximately 1,570 record holders of Class B Common
  Stock.  On June 16, 1997, DEKALB's Class B Common Stock began trading on the
  New York Stock Exchange under the symbol DKB.  Previously Class B shares were
  traded on the NASDAQ/NMS under the trading symbol SEEDB.  There is no
  established public trading market for Class A shares.

B  Common Stock Data*     1st      2nd      3rd     4th
 .                         Qtr.     Qtr.    Qtr.     Qtr.


   1997
     Dividends per       $        $        $       $
   share                 0.035     0.035    0.035    0.035
   Market      - Low     $        $18.6    $25.5   $35.9
   price range           16.63     3        0        4
               -         $        $33.8    $35.5   $42.3
               High      21.25     2        7        8

   1996
     Dividends per       $        $        $       $
   share                 0.033    0.033     0.035    0.035
                         5         5

   Market      - Low     $        $        $       $
   price range            6.67     7.40    11.17    12.44
               -         $        $11.5    $       $
               High       8.25     8       14.71    16.82

   *All share numbers and prices have been adjusted to
   reflect the two-for-one split of the Common Stock to
   holders of record July 25, 1997 and the three-for-
   one split of the Common Stock to holders of record
   May 10, 1996.



ITEM 6 - SELECTED FINANCIAL          Years Ended August 31 -
                                 (Dollars in millions, except per
DATA
                                          share amounts)
<TABLE>
<CAPTION>

                                      1997     1996      1995      1994     1993

<S>                                  <C>      <C>       <C>       <C>      <C>
OPERATION Revenues:
S
DATA        North American Seed      $        $        $199.9     183.8    162.7
                                     295.2    259.8
            International Seed       99.6      80.6      72.1      63.7     69.6
            Swine                    56.6      47.1      47.4      52.7     45.1


            Total Operating          $        $         $         $        277.4
          Revenues                   451.4    387.5     319.4     300.2

          Pre-Tax Earnings (Loss):
            North American Seed      $        $ 30.9    $ 22.3    $ 14.7   $ 5.2
                                     38.3
            International Seed       20.0      10.0       7.6       8.0      3.3
            Swine                     1.5       0.2      (0.9)      5.7      3.0
            Interest, corporate and  (13.4)   (13.0)    (13.9)    (13.2)   (14.1)
          other

          Earnings before income
          taxes and
            discontinued operations  46.4      28.1      15.1      15.2     (2.6)
          Income tax provision       17.6      11.1       5.6       4.6     (3.4)
          (benefit)


          Earnings before              28.8    17.0       9.5      10.6      0.8
          discontinued operations
          Discontinued operations     -         -         1.2       -        0.9


          Net earnings               $        $         $         $       $  1.7
                                     28.8      17.0      10.7      10.6




PER SHARE Primary earnings per       $        $ 0.51    $ 0.34    $ 0.34   $ 0.05
          share (1)                   0.80
DATA (4)  Dividends per share        $        $         $         $        $ 0.133
                                      0.14      0.137     0.133     0.133



FINANCIAL Return on average equity   15.8%     11.5%      8.6%      9.0%     1.5%
DATA      Current ratio               1.70      2.18      1.85      1.75     1.70
          Working capital            $        $         $         $         67.7
                                     93.0     102.7      80.4      68.9
          Net property, plant and    $166.1   $         $         $         87.8
          equipment                           119.5      99.8      95.7
          Total Assets               $449.6   $         $323.0    $       $313.0
                                              363.3               315.2
          Long-term debt             $        $         $         $         85.2
                                     90.0      85.0      85.0      85.0
          Total debt to              38.8%     33.5%     50.3%     51.8%    55.0%
          capitalization
          Shareholder's equity (2)   $196.1   $         $126.3    $       $114.8
                                              168.6               121.3
          Book value per common      $        $         $         $          3.72
          share (4)                   5.71      4.94      4.06      3.93


GENERAL   Avg. shares outstanding
          for primary                35,760    33,576   31,554    31,327   31,162
          earnings per share (3)(4)
          Number of employees         2,037     1,882    1,828     1,927    2,015


          (1)  Primary earnings per common share for fiscal 1993 - 1997 are
          calculated by dividing net earnings by the average number of common
          and common equivalents (stock options) shares outstanding during
          those fiscal years.
          (2) Gains and losses resulting from translation (except in
          foreign countries experiencing hyperinflation) are reflected as
          an adjustment to shareholders' equity.
          (3) Average shares outstanding are in thousands.
          (4) All share data adjusted to reflect the two-for-one and three-
          for-one stock splits.
</TABLE>



<PAGE>
ITEM 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

     OF OPERATIONS


RESULTS OF OPERATIONS

Summary


NOTE:

During fiscal year 1997 the Company declared a two-for-one stock split  effected
in the form of a dividend. Shares were distributed on August 8, 1997 to holders
of record July 25, 1997. The Company's annual cash dividend was subsequently
adjusted to 14 cents per share from 28 cents per share. In addition, during
fiscal year 1996 the Company declared a three-for-one stock split effected in
the form of a dividend to holders of record May 10, 1996 with shares being
distributed on May 24, 1996.  All share numbers and prices are stated on a post-
split basis.

Net earnings for fiscal 1997 were $28.8 million ($0.80 per share) compared with
$17.0 million ($0.51 per share) in fiscal 1996.  All three business segments
reported higher profitability compared with the prior year.  In North America,
improved corn unit margins combined with higher soybean volume  resulted in a 24
percent improvement in earnings.  International seed segment earnings doubled
from fiscal 1996 to fiscal 1997 largely due to sales volume and margin increases
in Argentina and Mexico. In addition, Swine segment earnings improved as a
result of an increase in breeding stock sales combined with higher market hog
prices.

During fiscal 1997, revenues rose 16 percent ($451.4 million versus 387.5
million) as corn average selling prices in North America and Argentina increased
primarily due to a significant portion of sales volume shifting to higher price
categories thus contributing to stronger unit margins.  This increase was a
result of a 24% increase in International revenues combined with a 14%
improvement in North American revenues.  North American soybean revenues
increased 21% driven largely by a 15% increase in sales volume.  Swine segment
revenues increased as a result of increased breeding stock sales accompanied by
higher market hog prices.

Net earnings for fiscal 1996 were $17.0 million ($0.51 per share) compared with
$10.7 million ($0.34 per share) in fiscal 1995.  Earnings from continuing
operations were $7.5 million higher ($17.0 million versus $9.5 million) in
fiscal 1996 than in fiscal 1995.  The 79 percent increase was primarily due to
higher North American corn and soybean sales volumes combined with higher corn
sales volumes in Argentina, the net receipt of $3.3 million from the Monsanto
Company (Monsanto) collaboration agreement, and the absence of devaluation
losses in Mexico which occurred in fiscal 1995.  Swine segment earnings for
fiscal 1996 improved $1.1 million over fiscal 1995.  Market hog prices rebounded
significantly, but were partly offset by lower breeding stock sales, reflecting
a continuing soft demand for breeding stock that began in fiscal 1995.

Fiscal 1996 revenues were $387.5 million, up over 21 percent from $319.4 million
in fiscal 1995.  North American seed revenues increased 30 percent and
international seed revenues were up 12 percent while swine revenues decreased
slightly.  In fiscal 1995, North American seed revenues increased nine percent
and international revenues were up by 13 percent, while swine revenues decreased
nearly 10 percent from the previous year.

Fourth Quarter
The net loss in the fourth quarter of fiscal 1997 of $2.7 million ($0.07 per
share) was higher when compared with the prior year fourth quarter loss of $1.2
million ($0.03 per share); however, the sources differed from year to year.
The fiscal 1997 loss was largely due to corporate and administrative expenses
coupled with higher than expected corn seed returns, more than offsetting late
season soybean sales. The fiscal 1996 loss primarily reflected corporate and
administrative expenses.  In fiscal 1995 higher seed earnings from late soybean
sales were offset by higher corporate and interest expenses when compared with
fiscal 1996. Losses are typical for DEKALB in the fourth quarter because that
period primarily reflects corporate and interest expenses and adjustments
related to estimated full year seed returns and expenses recorded in the
previous nine months.


<PAGE>
Full Year         Industry Segment Revenues and Pre-Tax Earnings

                                 (in millions)

                             Years ended August 31
Revenues                       1997         1996       1995

North American seed           $295.2       $259.8     $199.9
International seed              99.6         80.6       72.1
Swine                           56.6         47.1       47.4

                              $451.4        387.5     $319.4




Pre-tax Earnings

North American seed            $38.3        $30.9      $22.3
International seed              20.0         10.0        7.6
Swine                            1.5          0.2       (0.9)
General Corporate               (8.5)        (6.9)      (5.4)
Expenses
Interest Expense, Net           (4.9)        (6.1)      (8.5)

                               $46.4        $28.1      $15.1







North American Seed


Segment earnings for North American seed increased 24 percent from $30.9 million
in fiscal 1996 to $38.3 million in fiscal 1997 as revenues increased 14 percent
over fiscal 1996 due to higher selling prices for both corn and soybeans,
together with increased soybean volume and third-party royalties.  The results
reflect the third year of an upward trend in earnings which began in 1995.

Corn revenues in fiscal 1997 were over nine percent higher as average corn
selling prices increased over seven percent due to favorable mix and price
increases.  Corn unit margins increased over $5.00 per unit as a result of the
higher net selling prices and lower production costs.  DEKALB market share
momentum continued as the Company added share in 1997 in the U.S. corn belt.
Over the past four years DEKALB has added approximately 3 share points in North
America.  DEKALB's 1997 North American market share is about 11%.

Soybean revenues increased 21 percent on a sales volume increase of nearly 15%.
The contribution of the soybean product line to segment earnings has continued
to climb over the past three years due to increases in acreage, planting rate
and market share.  In fiscal 1997, the strong demand for DEKALB varieties
continued and was enhanced with the introduction and acceptance of Roundup
ReadyO soybeans.  (Roundup ReadyO is a trademark of Monsanto Company).

In addition, third party royalties were an increasing source of revenues in 1997
as demand for DEKALB specialty trait products made their entrance into the North
American corn market.  Royalties which depend on sales by third parties were
accrued in the second and third quarters consistent with the historical pattern
of industry sales.

In fiscal 1996,  North American seed earnings increased 39 percent to $30.9
million from $22.3 million in fiscal 1995 as revenues rose nearly thirty percent
from increased corn and soybean sales volumes.  Corn sales volume climbed 23
percent during fiscal 1996.  Improved demand for DEKALB corn hybrids continued
as North American corn market share rose one percentage point in fiscal 1996 to
11 percent, and as much as two to three percentage points in key U.S. Cornbelt
areas.  An increase of 12 percent in U.S. corn planted acreage also contributed
to the volume increase. Fiscal 1996 corn margin decreased over $1.00 per unit.
Average selling price increased six percent, which was more than offset by
higher production costs.  Corn unit costs rose almost $5.00 from the previous
fiscal year due to adverse planting and growing conditions during the 1995
summer production season combined with higher winter production costs.  Partly
offsetting increased production cost was lower discard costs resulting from
aggressive supply utilization.
<PAGE>
In fiscal 1997, sorghum revenues and sales volume decreased slightly from the
1996 levels when sorghum planted acreage expanded 40 percent over fiscal 1995.
In 1996, farmers shifted to sorghum as a replacement for failed winter wheat
crops in combination with significantly better market prices, which made sorghum
production more profitable.  Although the demand for sorghum resulted in a tight
supply of DEKALB hybrids,  DEKALB maintained its leading market share position
in 1997.

International Seed
International seed segment earnings rose $10.0 million during fiscal 1997 to
$20.0 million.  Operations in Latin America were primarily responsible for the
significant earnings improvements along with a return to profitability in Italy.

Fiscal 1996 segment earnings for international seed increased $2.4 million when
compared with fiscal 1995.  The primary factors were improved earnings from
Latin America and Africa, partly offset by lower earnings in Europe.

Significant improvements in fiscal 1997 Latin American segment earnings
continued to build on the momentum that began in fiscal 1996. Higher corn
margins were driven largely by a 40% increase in revenues, as a result of
increased sales volume of 17 percent accompanied by higher average selling
prices, factors contributing to the Argentine earnings improvement of $ 6.1
million from the previous year. Increased demand for single-cross corn hybrids
generated a volume mix shift to higher priced products.  Higher corn and sorghum
sales volumes generated improved earnings in Mexico ($4.3 million in fiscal 1997
compared with $1.5 million in fiscal 1996).

Latin American segment earnings in fiscal 1996 were significantly improved from
the prior year.  Results from Mexico were up $3.0 million from the previous
year's loss which resulted, in part, from the devaluation of the peso.  Higher
sorghum selling prices combined with significant sales volume growth resulted in
improved sorghum revenues. Planted sorghum acreage in Mexico increased by 63
percent which contributed to the higher sales volume.  Argentine corn sales
volume rose 14 percent in fiscal 1996 from the previous year as planted acreage
increased 15 percent.  Restricted Argentine corn supply resulted in a percentage
point loss of market share.

A return to profitability in Italy occurred in 1997, following back-to-back
losses in fiscal years 1995 and 1996. In fiscal 1997, sales increased in all
product lines, with soybeans being the main contributor.  Fiscal 1996 suffered
from a supply constraint of competitive corn products and from higher production
costs which caused a greater loss in that year as compared to fiscal 1995.

During 1996, international operations in Africa benefited from increased royalty
revenues, while operations in Asia captured additional market share in Japan,
Korea, and China during fiscal 1996.  Through licensing programs in Thailand,
Indonesia, and Vietnam, the Company strengthened its market position with
increased sales volumes.

World Wide Seed


Patents, trademarks, United States Certificates of Plant Variety Protection,
foreign plant registrations and licenses to use genetic material and/or
intellectual property are growing in importance, to the seed industry in general
and to the business of DEKALB Seed.  While no single patent is currently of
material importance to the Company's seed business, the fact that a significant
number of patents have been issued to the Company in the area of biotechnology
is considered to be an important factor relating to the future ability to
commercialize genetically engineered products and to enable the Company to enter
into royalty generating license agreements with third parties.

DEKALB Seed's policy is to fully protect its inventions, discoveries and
intellectual property.  (See Item 3 - Legal Proceedings.)  DEKALB Seed has
incurred and expects to continue to incur legal expenses associated with the
ongoing enforcement of its patents.

Seed segment earnings will continue to be affected by a variety of factors in
both domestic and international markets including the Company's relative product
performance and competitive market position, weather conditions, commodity
prices and trade policies.
<PAGE>
Swine
Swine segment earnings increased during fiscal 1997 to $1.5 million from $0.2
million in fiscal 1996, while revenues increased 20 percent from $47.1 million
in fiscal 1996 to $56.6 million in fiscal 1997. Strong demand for newly improved
DEKALB swine genetics resulted in breeding stock revenues increasing 18 percent
on a 12 percent increase in volume.  In addition, continued improvement in top
market hog prices to $57.02 in fiscal 1997 from $51.11 in fiscal 1996 led to an
18 percent increase in market revenues on a five percent increase in volume.

The increase in fiscal 1996 segment earnings compared to fiscal 1995 was
primarily due to the rebound of the top market hog price received by DEKALB from
$41.95 in fiscal 1995 to $51.11 in fiscal 1996.  Partly offsetting market hog
price improvements in fiscal 1996 was lower breeding stock volume (down 21
percent), resulting in part from soft demand caused by an unfavorable hog/corn
price ratio for producers.


General


General corporate expenses over the past three years have continued to increase
primarily due to the enhancement of employee benefit programs.

Fiscal 1997 net interest expense decreased $1.2 million from fiscal 1996 due to
lower average corporate borrowing requirements.  Net interest expense decreased
$2.4 million in fiscal 1996 from fiscal 1995 due to the reduced need for short
term debt as a result of the cash infusion from the Monsanto transaction.

The effective tax rate decreased to 38% in fiscal 1997 from 39.5% in fiscal 1996
due primarily to the effect of international operations and the reenactment of
the research and development tax credit.  In fiscal 1996, the effective tax rate
increased to 39.5%  from 37% in fiscal 1995.  The main reason for the increase
was the unavailability of the research and development tax credit during that
year.
On January 31, 1996, DEKALB entered into a series of agreements with Monsanto,
including an agreement which provides the framework for a long-term research and
development collaboration with Monsanto in the field of agricultural
biotechnology, particularly corn seed. DEKALB and Monsanto also entered into
cross-licensing agreements covering insect-resistant and herbicide-tolerant corn
products. The two companies will share the royalties received from third parties
relating to the patents covered by such cross-licensing agreements.

During the third quarter of fiscal 1996, DEKALB completed a sale of equity to
Monsanto as part of an Investment Agreement.  Monsanto purchased from DEKALB 0.5
million newly issued shares of DEKALB Class A (voting) Common Stock at a price
per share of $ 10.83 and 2.8 million newly issued shares of Class B (non-voting)
Common Stock at a price per share of $10.83.  As a result of the new stock
issued to Monsanto, the total number of outstanding shares of Common Stock of
the Company rose to over 34.0 million from about 31.2 million.

Monsanto also acquired 10.4 million shares of DEKALB's publicly traded Class B
Common Stock in a separate cash tender offer at a price of $11.83 per share.
Upon completion of the tender offer, Monsanto held ten percent of the Class A
voting shares and approximately 43 percent of the Class B non-voting shares.
Additionally, DEKALB received $4.0 million from Monsanto in March, 1996, and
$3.0 million in February, 1997, the first two payments under the companies'
collaboration agreement, which provides for total payments of $19.5 million over
the term of the agreement.

Effective in fiscal 1995, the Company began accounting for the translation of
foreign currency in countries formerly considered hyperinflationary in
accordance with the Statement of Financial Accounting Standards No. 52 (SFAS No.
52), `Foreign Currency Translation.''  The change to SFAS No. 52 accounting
combined with the devaluation of the Mexican peso resulted in a significant
write-down of the Company's investment in its equity position in Mexico.  The
resulting translation adjustment of $3.1 million was recorded in the separately
designated component of shareholders' equity.
<PAGE>
The Company adopted Financial Accounting Standards Board Statement No. 121,
`Accounting for the Impairment of Long Lived Assets and for Long Lived Assets
to Be Disposed Of', in fiscal 1997.  The new accounting standard had no impact
on the carrying value of the Company's long lived assets as of August 31, 1997.

The Company also adopted Financial Accounting Standards Board Statement No. 123,
`Accounting for Stock-Based Compensation'' in fiscal 1997.  Complete disclosure
is contained in footnote Q.

During fiscal year 1997, the Financial Accounting Standards Board issued
Statement No. 128, `Earnings Per Share'', effective for both interim and annual
periods ending after December 15, 1997.  The standard simplifies the computation
of earnings per share and will be comparable to fully diluted earnings per share
presently reflected under APB Opinion No. 15.  The Company believes the effect
of this statement will be immaterial

In June 1997, the Financial Accounting Standards Board issued Statement No. 130
`Reporting Comprehensive Income'' which establishes standards for reporting of
comprehensive income.  This pronouncement requires that all items be recognized
as components of comprehensive income, as defined in the pronouncement, be
reported in a financial statement that is displayed with the same prominence as
other financial statement's. Comprehensive income included all changes in equity
during a period except those resulting from investments by owners and
distributions to owners. The financial statement presentation required under
Statement No. 130 is effective for all fiscal year's beginning after December
15, 1997.  The Company will adopt Statement No. 130 in 1998.  As of August 31,
1997 the impact of adopting this pronouncement has not been determined, however
the Company expects it will be affected by it.

In June 1997 the Financial Accounting Standards Board issued Statement No. 131,
`Disclosures about Segments of an Enterprise and Related Information'', which
amends the requirements for a public enterprise to report financial and
descriptive information about its reportable operating segments.  Operating
segments, as defined in the pronouncement, are components of an enterprise about
which separate financial information is available that is evaluated regularly by
the company in deciding how to allocate resources and in accessing performance.
The financial information is required to be reported on the basis that is used
internally for evaluating segment performance and deciding how to allocate
resources to segments.  The disclosures required by Statement 131 are effective
for all fiscal years beginning after December 15, 1997.  The company will adopt
Statement 131 in 1998.  This pronouncement will have an affect on the Company's
reporting in the subsequent periods. However, as of August 31, 1997, the impact
of this pronouncement has not been determined.

FINANCIAL POSITION
Management believes its operating cash flow and existing credit facilities are
sufficient to cover normal and expected working capital needs, dividends,
capital expenditures and debt maturities.

Cash Flow


During fiscal 1997, increased inventories and receivables, caused by a larger
seed corn production crop and higher sales, brought about a decrease of $66.7
million in cash provided by operations when compared to fiscal 1996.  In fiscal
1996, net cash flow from operating activities was $63.5 million higher than in
fiscal 1995.  Cash from Argentine customer deposits and the receipts generated
from excellent U.S. and Argentine sales activity were up significantly in 1996,
while in fiscal 1995 increased cash requirements occurred due to the large seed
crop produced in the summer of 1994.

The Company continues to invest in seed production facilities which resulted in
cash outflows from investing activities to increase $28.7 million when compared
with fiscal 1996.  Net cash flow used by investing activities reflected the
continued upgrade and expansion of seed production plants in the U.S. and
Argentina.  These expenditures resulted in increased borrowings during fiscal
1997, while in fiscal 1996, cash from the sale of equity allowed the Company to
reduce its short-term debt.

Credit Facilities


The Company has various credit facilities and available lines of credit with
several commercial banks, both domestic and foreign.  Committed credit lines
include a $50 million revolving credit facility and $15 million in credit
facilities for a 364 day period.

The revolving credit agreement provides credit for general corporate purposes
and is committed through December 31, 2002, but may be extended annually for
successive one year periods with the consent of the lending banks.  The line of
credit requires a step-down to $20.0 million for any one day during each year.
The agreement contains various restrictions on the activities of the Company as
to maintenance of tangible net worth, amount and type of indebtedness, and the
acquisition or disposition of capital shares or assets of the Company and its
subsidiaries.  At August 31, 1997, tangible net worth was approximately $155.8
million, which meets these covenant requirements.
<PAGE>
DEKALB also has numerous uncommitted short term credit facilities available and
draws upon them periodically, including during the twelve months ended  August
31, 1997.

Capital Expenditures


The Company continues to upgrade and expand seed production plants in the United
States and Argentina.  A new seed production facility is currently under
construction in Constantine, Michigan.  Capital expenditures were $59.4 million
in fiscal 1997,  an increase of $28.7 million from the fiscal 1996 spending
level of $30.7 million.  Capital expenditures were $15.4 million in fiscal 1995.
During 1998, the Company plans to continue with significant capital expenditures
for expansion and renovation of its various facilities.



<PAGE>
ITEM 8:  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Shareholders and Board of Directors of DEKALB Genetics Corporation:

We have audited the accompanying consolidated balance sheets of DEKALB Genetics
Corporation (a Delaware corporation) and subsidiaries as of August 31, 1997 and
1996, and the related consolidated statements of operations, cash flows and
shareholders' equity for each of the three years in the period ended August 31,
1997.  These financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of DEKALB Genetics
Corporation and subsidiaries as of August 31, 1997 and 1996, and the results of
its operations and its cash flows for each of the three years in the period
ended August 31, 1997 in conformity with generally accepted accounting
principles.

Our audit was made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole.  The schedule listed in Item
14(a) (2) of this Form 10-K is presented for purposes of complying with the
Securities and Exchange Commission's rules and are not part of the basic
consolidated financial statements.  This schedule has been subjected to the
auditing procedures applied in the audit of the basic consolidated financial
statements and, in our opinion, fairly states in all material respects the
financial data required to be set forth therein in relation to the basic
consolidated financial statements taken as a whole.




ARTHUR ANDERSEN LLP



Chicago, Illinois
October 3, 1997



<PAGE>
                  DEKALB GENETICS CORPORATION
             CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
<S>                                                 <C>       <C>       <C>
for the years ended August 31 -
in millions except per share amounts                 1997      1996      1995


Revenues                                            $451.     $387.     $319.
                                                     4          5         4
Cost of revenues                                    230.5     202.1     162.3

  Gross Margin                                      220.9     185.4     157.1

Selling expense                                     82.0       73.0      64.5
Research and development expense                    57.3       47.6      42.5
General and administrative expense                  34.3       32.0      25.8

                                                    173.6     152.6     132.8

  Operating Earnings                                47.3       32.8      24.3


Interest expense, net                               (4.9)      (6.1)     (8.5)
Other income (expense), net                          4.0        1.4      (0.7)


Earnings from continuing operations                 46.4       28.1      15.1
before income taxes
Income tax provision                                17.6       11.1       5.6


Earnings from continuing operations                 $         $         $
                                                    28.8       17.0       9.5


Discontinued Operations:
  Loss from operations, net of tax                   -          -        (0.5)
  Gain on disposition, net of tax                    -          -         1.7


NET EARNINGS                                        $         $         $
                                                    28.8       17.0      10.7



Earnings per share from continuing                  $         $         $
operations                                           0.80       0.51      0.30

Discontinued Operations:
  Loss from operations, net of tax                   -          -       (0.02
                                                                          )
  Gain on disposition, net of tax                    -          -         0.06



NET EARNINGS PER SHARE                              $         $         $
                                                     0.80       0.51      0.34



DIVIDENDS PER SHARE                                 $         $         $
                                                     0.14       0.137     0.133



   The accompanying notes are an integral part of the financial statements.
</TABLE>


<PAGE>
                    DEKALB GENETICS CORPORATION
                    CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
<S>                                                                <C>      <C>
               at August 31 - in millions                           1997    1996


ASSETS         Current assets:
                Cash and cash equivalents                          $        $
                                                                     5.2     23.3
                Receivables, net                                    67.5     54.6
                Inventories                                        139.1     99.1
                Deferred income taxes                                6.9      8.2
                Other current assets                                 7.8      4.8



                 Total current assets                              $        $
                                                                   226.5    190.0


                Investments and advances                             7.2      5.0
                Intangible assets, net                              40.3     41.6
                Other assets                                         9.5      7.2
                Property, plant and equipment, net                 166.1    119.5


                 Total Assets                                      $        $
                                                                   449.6    363.3



LIABILITIES    Current liabilities:
AND
SHAREHOLDERS'   Short-term debt                                    $        $ -
EQUITY                                                              34.5
                Accounts payable, trade                             15.6     13.6
                Other accounts payable                              37.3     34.1
                Other current liabilities                           46.1     39.6


                 Total current liabilities                         $        $
                                                                   133.5     87.3


               Deferred compensation and other credits               9.9      7.1
               Deferred income taxes                                20.1     15.3
               Long-term debt                                       90.0     85.0

                 Total long-term liabilities                       $        $
                                                                   120.0    107.4


               Commitments and contingent liabilities

               Shareholders' equity:
                Capital stock:
                Common, Class A; no par value,:
               authorized 15,000,000 shares
                 issued 4,698,392 for 1997 and 2,403,580             0.5      0.2
               for 1996
                Common, Class B; no par value, non-voting,
               authorized
                 45,000,000 shares issued 30,105,987
                 for 1997 and 14,867,540 for 1996                    3.0      1.5
                Capital in excess of stated value                  114.9    109.7
                Retained earnings                                   85.9     63.7
                Cumulative translation adjustment                   (5.7)    (4.1)

                                                                   $        $
                                                                   198.6    171.0
                Less treasury stock, at cost:  443,206 and
               219,603 shares of Class B
                 in 1997 and 1996, respectively.                    (2.5)    (2.4)


                 Total shareholders' equity                        $        $
                                                                   196.1    168.6


                 Total Liabilities and Shareholders'               $        $
               Equity                                              449.6    363.3



    The accompanying notes are an integral part of the financial statements.

</TABLE>


<PAGE>


            DEKALB GENETICS CORPORATION
       CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                         For the years ended
                                       August 31 - in millions

<S><S>
                                       1997     1996     1995


<S>                                   <C>       <C>      <C>
CASH FLOWS FROM OPERATING ACTIVITIES
 Net earnings                         $         $        $
                                       28.8     17.0     10.7

 Adjustments to reconcile net income
to net cash
  provided by operating activities:
   Depreciation and amortization       13.8     11.3     11.1
   (Gain) on sale of fixed assets      (0.6)    (0.2)    (0.5)
   Provision for losses on accounts     2.8      1.2      1.0
receivable
   Provision for deferred income        6.0      1.8      1.0
taxes
   Provision for inventory valuation   11.8      7.3     10.6
   Equity (earnings) loss, net of      (2.2)    (1.7)     1.0
dividends
   Loss from discontinued operations    -        -        0.5
   Gain on disposition of               -        -       (1.7)
discontinued operations

                                                         23.0
                                       31.6     19.7
 Changes in assets and liabilities:
   Receivables                        (15.3      1.9     (13.8
                                        )                 )
   Other current assets                (2.2)    (1.1)     0.6
   Inventories                        (51.8     (0.5)    (17.2
                                        )                 )
   Accounts payable                     5.3     25.2      2.7
   Accrued expenses                     5.6      8.2      1.6
   Current taxes payable                3.2      1.8     (1.1)
   Deferred income taxes               (1.2)    (1.2)    (0.9)
   Other assets and liabilities        (0.5)    (0.8)     1.1

                                      (56.9              (27.0
                                        )       33.5      )

     Net cash flow provided by          3.5                6.7
operating activities                            70.2


CASH FLOWS FROM INVESTING ACTIVITIES
 Purchases of property, plant and     (59.4     (30.7    (15.4
equipment                               )        )        )
 Proceeds from sale of property,        1.9      0.4      1.2
plant and equipment
 Acquisitions and investments           -       (3.2)     -
 Proceeds from sale of discontinued     -        -       12.5
operations
 Cash provided (used) by                -        -       (3.5)
discontinued operations


     Net cash flow used by investing  (57.5     (33.5    (5.2)
activities                              )        )


CASH FLOWS FROM FINANCING ACTIVITIES
 Proceeds from short-term borrowings   34.4      -        -
 Proceeds from long-term borrowings     5.0      -        -
 Principal payments made on debt        -       (42.8    (2.3)
                                                 )
 Sale of equity                         0.6     27.6      -
 Dividends paid                        (4.8)    (4.3)    (4.2)
 Other capital transactions             2.2      1.3      0.8


     Net cash flow provided (used) by           (18.2    (5.7)
financing activities                   37.4      )


     Net effect of exchange rates on   (1.5)     1.8      1.0
cash


     Net increase (decrease) in cash
and cash equivalents                   (18.     20.3     (3.2)
                                       1)
 Cash and cash equivalents, at the               3.0      6.2
beginning of the year                  23.3


 Cash and cash equivalents, at the    $         $        $ 3.0
end of the year                         5.2     23.3


Note:  Cash paid during the year for:
     Income taxes                     $ 8.4     $ 7.6    $ 6.8
     Interest                           7.3     $ 6.9    $ 8.7
                              The accompanying notes are an integral part of the financial statements.

</TABLE>

<PAGE>



                DEKALB GENETICS CORPORATION
      CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>

at August 31-in millions         1997           1996            1995
except
shares in thousands          Doll   Shar    Doll    Shar    Doll    Shar
                             ars    es      ars     es      ars     es

<S>
<S>                          <C>    <C>     <C>     <C>     <C>     <C>
Class A Common Stock

Balance, beginning of year   $              $         773   $       788
                              0.2   2,40      0.1            0.1
                                      4
 Exchange Class A for Class   -               -              -     (54)
B                                   (185            (99)
                                      )
 Stock options exercised      -               -        32    -      34
                                     87
 Employee 401(k) stock plan   -               -        14    -       5
                                     32
 Sale of equity to Monsanto   -       -       -        81    -       -
Company
 Three-for-one stock split
effected in the       form    -               0.1   1,60     -       -
of a 200% stock dividend              -                 3
 Restricted Stock             -               -         -    -       -
                                     10
 Two-for-one stock split
effected in the form          0.3             -         -    -       -
of a 100% stock dividend            2,35
                                      0
Balance, end of year         $              $       2,40    $       773
                              0.5   4,69      0.2       4    0.1
                                      8


Class B Common Stock

Balance, beginning of year   $      14,8    $       4,48    $       4,43
                              1.5    68       0.4       5    0.4     1
 Exchange Class A for Class   -     185       -        99    -      54
B
 Sale of equity to Monsanto   -      12       0.1     378    -       -
Company
 Three-for-one stock split
effected in the       form    -       -       1.0   9,90     -       -
of a 200% stock dividend                                6
 Two-for-one stock split
effected in the form          1.5             -         -    -       -
   of a 100% stock dividend         15,0
                                     41

Balance, end of year         $              $       14,8    $       4,48
                              3.0   30,1      1.5      68    0.4     5
                                     06


Capital in Excess of Stated
Value

Balance, beginning of year   $109           $               $
                               .7            80.9           80.1
 Sale of equity to Monsanto   0.6            27.6            -
Company
 Stock options exercised      0.5             0.6            0.6
 Non-qualified stock option   2.3             -              -
tax benefit
 Employee 401(k) stock plan   1.5             0.5            0.1
 Director Stock Option Plan   0.3             0.1            0.1

Balance, end of year         $114           $109            $
                               .9              .7           80.9


Retained Earnings

Balance, beginning of year   $              $               $
                             63.7            52.3           45.8
 Net Income                  28.8            17.0           10.7
 Cash dividends on common
stock ($0.14     per share
in 1997, $0.137 per share in (4.8           (4.5            (4.2
   1996, and $0.133 per       )               )              )
share in 1995)
 Three-for-one stock split
effected in the       form    -             (1.1             -
 of a 200% stock dividend                     )
 Two-for-one stock split
effected in the form         (1.8             -              -
   of a 100% stock dividend   )

Balance, end of year         $              $               $
                             85.9            63.7           52.3


Cumulative Translation
Adjustment

Balance, beginning of year   $              ($              ($
                             (4.1             5.0)           2.7)
                              )
 Translation gain/(loss)     (1.6             0.9           (2.3
                              )                              )

Balance, end of year         $              ($              ($
                             (5.7             4.1)           5.0)
                              )


Treasury Stock

Balance, beginning of year   $      (220    ($              ($     (73)
                             (2.4     )       2.4)  (74)     2.4)
                              )
 Stock options exercised      -       -     (0.1            (0.2    (7)
                                              )     (2)      )
 Employee 401(k) stock plan   -       -       0.1       2    0.2     6
 Three-for-one stock split
effected in the       form    -       -       -     (146)    -       -
of a 200% stock dividend
 Two-for-one stock split
effected in the form          -     (221)     -         -    -       -
   of a 100% stock
dividend
 Treasury stock repurchase   (0.1    (2)      -         -    -       -
                              )

Balance, end of year         $      (443    $       (220)   $      (74)
                             (2.5     )     (2.4            (2.4
                              )               )              )

Total Shareholders' Equity   $196           $168            $126
                               .1              .6             .3
The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>
                          DEKALB Genetics Corporation
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A.  ACCOUNTING POLICIES


PRINCIPLES OF CONSOLIDATION - The consolidated financial statements include the
accounts of the seed division (`DEKALB Seed'') and DEKALB Swine Breeders, Inc.
(`DEKALB Swine'').  The accounts of the DEKALB subsidiary in Argentina are
included on the basis of its May 31 fiscal year, which more properly reflects
the growing season in that country.

The Company's investments in related companies (owned 50% or less), primarily in
Mexico, are carried at cost plus equity in undistributed net earnings and losses
since dates of acquisition.  Carrying values approximate the Company's interest
in the net assets of these related companies.

INTANGIBLE ASSETS - Intangible assets consist primarily of the cost of purchased
businesses in excess of market value of net assets acquired (goodwill).  In
accordance with company policy, DEKALB assesses recoverability and impairment of
goodwill on an annual basis.  DEKALB amortizes goodwill on a straight-line
method over 40 years.

PROPERTY, PLANT AND EQUIPMENT - It is the policy of DEKALB to capitalize
expenditures for major renewals and betterments and to charge to operating
expenses the cost of current maintenance and repairs.  Provisions for
depreciation have been computed principally on the straight-line method, based
on expected lives, for buildings and equipment.  Rates used for depreciation are
determined separately for individual plants and locations and are based
principally on the following expected lives:  buildings - 12.5 to 33.5 years;
equipment - 4 to 12.5 years; other - 3 to 20 years; and leasehold improvements -
term of lease or useful life, whichever is shorter.

The cost and accumulated allowances for depreciation and amortization relating
to assets retired or otherwise disposed of are eliminated from the respective
accounts at the time of disposition.  The resulting gain or loss is included in
`other income, net''.

INCOME TAXES - In accordance with SFAS 109, the Company accounts for income
taxes under the asset and liability method.  The asset and liability method is
applied using enacted tax rates expected to apply when temporary differences
between financial and tax reporting are realized.  The amount of income tax
expense recognized for a period is the amount of income taxes currently payable
or refundable, plus or minus the change in aggregate deferred tax assets and
liabilities.  The most significant of these differences are set forth in Note L.
At August 31 of each year presented, United States income taxes were provided on
undistributed earnings of non-U.S. subsidiaries.

FOREIGN CURRENCY TRANSLATION - Effective in fiscal 1995, the Company no longer
considered certain countries hyperinflationary for purposes of applying
Statement of Financial Accounting Standards No. 52 (SFAS No. 52), `Foreign
Currency Translation.'  Foreign-currency assets and liabilities are translated
into their U.S. dollar equivalents based on rates of exchange prevailing at the
end of the respective period.  Translation adjustments resulting from
translating foreign currency financial statements of consolidated subsidiaries
into their U.S. dollar equivalents are reported separately and accumulated in a
component of shareholders' equity.

STATEMENT OF CASH FLOWS - DEKALB classifies highly liquid investments with
original maturities of three months or less as cash and cash equivalents.

CONCENTRATION OF CREDIT RISK - The Company's business activity is primarily with
dealers and distributors located in the United States and certain foreign
countries.  When the Company grants credit, it is primarily to customers whose
ability to pay is dependent upon the agribusiness economics prevailing in that
specific area of the world.  No significant concentration of credit risk exists.

REVENUE RECOGNITION - The Company recognizes revenues upon shipment of goods,
with discounts and returned goods partially offsetting this amount.





<PAGE>
                          DEKALB Genetics Corporation
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued

RECLASSIFICATIONS - Certain expense reclassifications have been made for segment
comparability purposes.  These reclassifications had no effect on net earnings.

USE OF ESTIMATES - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period.  Actual results could differ from those estimates.

DEFERRED LICENSING COSTS - The Company defers direct costs associated with
company-owned swine licensed under the royalty program.  Revenue recognition
under a third party licensing agreement occurs, in part, at initiation of the
license and, in future years, in the form of royalties from selected progeny.
The costs deferred are direct costs, primarily feed and the labor to produce the
swine.  These costs are amortized in proportion to the estimated revenue from
the license agreement.  The average license period is 2.5 years.  The amount of
costs deferred in fiscal 1997, 1996, and 1995 was $2.3 million, $3.0 million and
$1.2 million, respectively.

EARNINGS PER SHARE - Primary earnings per share of common stock are calculated
by dividing net earnings by the weighted average of common and common equivalent
(stock options) shares outstanding during each fiscal year:  35,760,468,
33,576,398 and 31,553,887 in 1997, 1996 and 1995, respectively.

STOCK-BASED COMPENSATION - The Company continues to account for its employee
stock option plans using Accounting Principles Board Opinion No. 25, Accounting
for Stock Issued to Employees, which results in no charge to earnings when
options are issued at fair market value.  The Company has adopted the disclosure
requirements of Financial Accounting Standards Board Statement No. 123,
Accounting for Stock-Based Compensation.

NEW ACCOUNTING STANDARDS - During fiscal year 1997, the Financial Accounting
Standards Board issued Statement No. 128, `Earnings Per Share'', effective for
both interim and annual periods ending after December 15, 1997.  The standard
simplifies the computation of earnings per share and will be comparable to fully
diluted earnings per share presently reflected under APB Opinion No. 15.  The
Company believes the effect of this statement will be immaterial.

In June 1997 the Financial Accounting Standards Board issued Statement No. 130
`Reporting Comprehensive Income'' which establishes standards for reporting of
comprehensive income.  This pronouncement requires that all items be recognized
as components of comprehensive income, as defined in the pronouncement, be
reported in a financial statement that is displayed with the same prominence as
other financial statement's.  Comprehensive income included all changes in
equity during a period except those resulting from investments by owners and
distributions to owners.  The financial statement presentation required under
Statement No. 130 is effective for all fiscal year's beginning after December
15, 1997.  The Company will adopt Statement No. 130 in 1998.  As of August 31,
1997 the impact of adopting this pronouncement has not been determined, however
the Company expects it will be affected by it.
In June 1997 the Financial Accounting Standards Board issued Statement No. 131,
`Disclosures about Segments of an Enterprise and Related Information'', which
amends the requirements for a public enterprise to report financial and
descriptive information about its reportable operating segments.  Operating
segments, as defined in the pronouncement, are components of an enterprise about
which separate financial information is available that is evaluated regularly by
the company in deciding how to allocate resources and in accessing performance.
The financial information is required to be reported on the basis that is used
internally for evaluating segment performance and deciding how to allocate
resources to segments.  The disclosures required by Statement 131 are effective
for all fiscal years beginning after December 15, 1997.  The company will adopt
Statement 131 in 1998.  This pronouncement will have an affect on the Company's
reporting in the subsequent periods. However, as of August 31, 1997, the impact
of this pronouncement has not been determined.

The Company adopted Financial Accounting Standards Board Statement No. 121,
`Accounting for the Impairment of Long Lived Assets and for Long Lived Assets
to be Disposed Of', in fiscal 1997.  The new accounting standard had no impact
on the carrying value of the Company's long lived assets as of August 31, 1997.


<PAGE>
                   DEKALB GENETICS CORPORATION
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED



B.   STOCK  .
SPLIT

 During fiscal year 1997 the Company declared a two-for-one
 stock split effected in the form of a stock dividend.
 Shares were distributed on August 8, 1997 to holders of
 record on July 25, 1997.  The Company's annual cash dividend
 was subsequently adjusted to 14 cents per share from 28
 cents per share.

 In fiscal 1996, the Company declared a three-for-one stock
 split effected in the form of a stock dividend to holders of
 record May 10, 1996 with shares being distributed on May 24,
 1996.  Following this split, the quarterly cash dividend was
 increased five percent.

<TABLE>
<CAPTION>
C.   STATEMENT OF
OPERATIONS DATA


  for the years ended August 31 - in millions       1997     1996     1995

<S>            <C>                                       <C>      <C>
(1)  INTEREST
EXPENSE, NET

  Interest expense                                 $(7.5    $(8.3    $(9.6
                                                    )        )        )
  Interest income                                   2.6      2.2      1.1


   Interest expense, net                           $(4.9    $(6.1    $(8.5
                                                    )        )        )





  for the years ended August 31 - in millions       1997     1996     1995


(2)  OTHER
INCOME, NET

  Equity in net earnings of related companies      $ 4.0    $ 1.7    $(1.0
                                                                      )
  Gain on sale of fixed assets                      0.6      0.2      0.5
  All others, net                                  (0.6)    (0.5)    (0.2)


    Other income (expense), net                    $ 4.0    $ 1.4    $(0.7
                                                                      )




  for the years ended August 31 - in millions       1997     1996     1995


(3)  RESEARCH AND
DEVELOPMENT EXPENSE

  DEKALB Seed                                      $50.2    $40.9    $36.7
  DEKALB Swine
                                                    7.1      6.7      5.8


    Research and development expense               $57.3    $47.6    $42.5

</TABLE>


<PAGE>
                    DEKALB GENETICS CORPORATION
       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
<TABLE>
<CAPTION>


D.
 RECEIVABLES

  at August 31 - in millions                        1997     1996


  <S>                                              <C>      <C>
  Trade accounts and notes                         $        $
                                                    64.9     51.7
  Employees                                          2.1      1.4
  Related companies                                  0.2      0.8
  Other                                              5.6      4.3

                                                    72.8     58.2
  Less allowance for doubtful accounts               5.3      3.6


    Receivables, net                               $        $
                                                    67.5     54.6







E.
 INVENTORIES

  at August 31 - in                                 1997     1996
  millions


  At lower of cost or market:
    Commercial seed-average cost                    $124.    $
                                                     5       86.0
    Commercial swine-average cost                   10.0      9.6
    Supplies and other-principally first-in,         4.6      3.5
  first-out


    Inventories                                     $         $
                                                    139.1    99.1

</TABLE>


<PAGE>
                   DEKALB GENETICS CORPORATION
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
<TABLE>
 <CAPTION>

F.   PROPERTY, PLANT AND
EQUIPMENT, NET (AT COST)

  at August 31 - in millions                        1997      1996

 <S>                                               <C>       <C>

  Land                                             $        $ 9.5
                                                     9.6
  Buildings                                         97.7     86.7
  Equipment                                        156.0    134.7
  Other                                             11.9     11.3
  Construction in progress                                   23.8
                                                    45.9

                                                            266.0
                                                   321.1
  Less accumulated depreciation                    155.0    146.5


    Property, plant and equipment, net             $        $
                                                   166.1    119.5







G.   OTHER CURRENT
LIABILITIES

  at August 31 - in millions                        1997     1996


  Current income taxes                             $ 2.9    $ 2.0
  Payroll                                            8.4     8.3
  Vacation                                           3.2     2.8
  Pensions and other credits                         3.3     3.6
  Insurance                                          2.5     2.5
  Taxes, other than income                           3.5     4.4
  Production costs                                  10.8     7.2
  Other                                             11.5     8.8


    Other current liabilities                      $        $
                                                    46.1    39.6
</TABLE>


<PAGE>
                   DEKALB GENETICS CORPORATION
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED



H.   FINANCIAL INSTRUMENTS AND RELATED DISCLOSURES

 During 1995, the Company adopted Statement of Financial
 Accounting Standards No. 119, ``Disclosures About Derivative
 Financial Instruments and Fair Value of Financial
 Instruments''.  This statement in conjunction with Statement
 of Financial Accounting Standards No. 107, ``Disclosures
 About Fair Value of Financial Instruments'' requires certain
 disclosures about the fair value of financial instruments,
 including derivative financial instruments for which it is
 practicable to estimate fair value.

 The following methods and assumptions were used to estimate
 the fair market value of each class of financial instrument.

 TRADE ACCOUNTS AND NOTES RECEIVABLE

 The carrying amount of the Company's trade accounts and
 notes receivable approximates market value.

 SHORT-TERM AND LONG-TERM DEBT

 Short-term debt represents borrowings against lines of
 credit with various banks.  The weighted average interest
 rate on short-term borrowings for fiscal 1997 was
 approximately 6.5%.  At August 31, 1997, committed lines of
 credit available to DEKALB included a $50 million revolving
 credit agreement and $15 million in credit facilities for a
 364 day period.

 The revolving credit agreement provides credit for general
 purposes and is committed through December 31, 2002, but may
 be extended annually for successive one year periods with
 the consent of the lending banks.  The line of credit
 requires a step-down to $20.0 million for any one day during
 each year.  The agreement contains various restrictions on
 the activities of the Company as to minimum tangible net
 worth, amount and type of indebtedness and the acquisition
 or disposition of capital shares or assets of the Company
 and its subsidiaries.  At August 31, 1997, tangible net
 worth was approximately $155.8 million, which meets these
 covenant requirements.  The Company pays a commitment fee of
 1/10 of 1% for the active portion of its line of credit.
 The base amount of $20.0 million is available throughout the
 year.  An additional $30.0 million available for seasonal
 needs during six months of the year beginning as early as
 October 31, of any year but no later than December 31 of the
 same year  The available line of credit at August 31, 1997
 was entirely unused.

 The $15 million in credit facilities carry a 5 basis point
 fee on the unused portion of the commitment.  The line was
 not fully utilized in fiscal 1997 and, therefore, some fees
 were required.

 The carrying amount of the Company's long-term debt and all
 the Company's short-term debt approximates market value
 because rates on those debt agreements are variable and are
 set periodically based on current rates during the year.  An
 exception would be the $20 million long-term loan which has
 a fixed rate of 7.15% and two  $5 million long-term loans
 which have fixed rates of 7.56% and 6.98%, respectively and
 a $10 million long-term loan with a fixed rate of 6.93%.
 The company estimated the market value of its long-term debt
 by utilizing a discounted cash flow methodology.

 SWAP AGREEMENTS

 The Company has entered into interest rate swap agreements
 with third parties to manage interest rate movements on the
 majority of its variable rate term debt.  At August 31,
 1997, the Company had swap agreements with an aggregate
 notional principal amount of $50 million and an average
 interest rate of 5.7%, maturing in fiscal 1998 and fiscal
 2000.  Any interest rate differential on these swap
 agreements is recognized in interest expense, net over the
 terms of the agreements.  The interest income (expense)
 related to swap agreements recognized during 1997, 1996 and
 1995 was $(0.1) million, $(0.1) million and $0.1 million,
 respectively.  The Company is exposed to credit loss in the
 event of nonperformance by the other parties to the
 agreements.  However, the company does not anticipate
 nonperformance by any of those parties.  The Company
 estimated the market value of its interest rate swap
 agreements by utilizing a discounted cash flow methodology.



<PAGE>
                   DEKALB GENETICS CORPORATION
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED



H.   FINANCIAL INSTRUMENTS AND RELATED
DISCLOSURES (CONTINUED)

 DERIVATIVES

 DEKALB has contractual commitments with seed growers for
 payments based on local market corn and soybean commodity
 prices.  To mitigate the impact of fluctuation in these
 prices on inventory costs, the Company hedges these payments
 by using Chicago Board of Trade corn and soybean futures
 contracts.  Growers not priced at the end of August are
 normally priced by March, at which time the related futures
 contracts are closed.  The Company estimates the timing of
 grower payment pricing to determine the futures maturities.
 In addition, the Company, from time to time, hedges its
 exposure to price fluctuations in grain used for swine feed.
 Gains or losses on these hedge positions are included as a
 component of the applicable year's inventory.  At August 31,
 1997 and 1996, the Company had corn and soybean futures
 contracts outstanding with a contract market value of $1.6
 million, in both fiscal years.  Margin deposits for open
 futures and/or option contracts are recorded as other
 current assets.

 DEKALB sells market hogs, which are by-products from the
 production of breeding animals, to independent processing
 and packing firms at the premium to the major market
 averages.  The Company periodically hedges against the
 exposure of price fluctuations in these markets by using
 Chicago Mercantile Exchange hog futures contracts.  At
 August 31, 1997 the Company had no hog futures contracts
 outstanding.  At August 31, 1996 the Company had hog futures
 contracts outstanding with a contract market value of $1.4
 million.

 As of August 31, 1997 and 1996, the net unrecognized gain on
 open futures contracts was $0.1 million and $1.3 million,
 respectively.

 The Company reviews potential foreign currency risks on an
 on-going basis and is party to forward contracts in the
 management of its foreign currency exposure related to
 royalty income and export sales.  In order to reduce its
 exposure to foreign currency fluctuation related to royalty
 payments from its French licensee and export receipts from
 its Italian subsidiary, the Company utilizes foreign
 currency forward contracts with maturities that mirror the
 anticipated receipts and payments in October and November.
 At August 31, 1997 and 1996, the Company had French franc
 forward contracts outstanding with an aggregate contract
 market value of $6.3 million and $7.8 million, respectively,
 and Italian lira forward contracts outstanding with an
 aggregate contract market value of $5.8 million and $4.3
 million, respectively.  Other foreign currency transactions
 occur in the Argentine peso and the Canadian dollar,
 although there were no foreign currency contracts
 outstanding for those currencies at year end.  The Company
 had an unrealized gain of $1.5 million in fiscal 1997
 related to the aggregate of all foreign currency contracts.
 There was a corresponding loss of $0.2 million in fiscal
 1996.

 The fair value of cash equivalents, receivables, short-term
 borrowings, long-term debt, and interest rate swaps
 approximates carrying value at August 31, 1997.



<PAGE>
                   DEKALB GENETICS CORPORATION
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
 <TABLE>
<CAPTION>
I.   LONG-TERM
DEBT

  at August 31 - in millions                           1997             1996

     <S>                                          <C>                <C>

  Term loans, variable rates, due 2000-2003         $  50.0            $ 55.0
  Term loans, 7.15% fixed rate, due from 1999-2007     20.0              20.0
  Term loan,   7.56% fixed rate, due from 1999-         5.0               5.0
  2005
  Term loan,   6.98% fixed rate, due from 1999-         5.0               5.0
  2006
  Term loan,   6.93% fixed rate, due 2003              10.0               0.0

                                                       90.0              85.0
  Less current maturities                               -                 -


    Net long-term debt                              $  90.0            $ 85.0


</TABLE>

 The variable rate term loan agreements allow the Company to
 borrow at rates based on the London Interbank Offer Rate on
 Eurodollar deposits (LIBOR).  At August 31, 1997, interest
 on the variable rate term loans was at a rate of
 approximately 6.1%.

 All of the term loans contain similar restrictive covenants.
 The most restrictive of these covenants requires the
 maintenance of a minimum tangible net worth.  At August 31,
 1997, the Company is in compliance with all the debt
 covenants.

 Aggregate maturities for the years ending August 31, 1999
 through 2001 are $6.1 million, $21.4 million, and $4.3
 million, respectively.  The remaining $58.2 million matures
 between 2002 and 2007.  There are no long-term debt
 maturities in 1998.





J.   SAVINGS AND
INVESTMENT PLAN

 Effective September 1, 1995, the Company provides to each
 full and part-time employee a guaranteed contribution to the
 Savings and Investment Plan (401(k)).  For fiscal 1996, the
 contribution was one percent of each employee's compensation
 covered by the Plan.  Beginning in fiscal 1997, the
 Company's guaranteed compensation-based contribution is
 equal to two percent of each employee's pay.

 Additionally, each full and part-time DEKALB employee can
 voluntarily contribute to the Savings and Investment Plan.
 The plan provides for DEKALB to match a minimum of $.50 for
 every dollar contributed by employees, to the extent
 employees contribute up to 6% of their salaries.  Additional
 discretionary awards may also be contributed by the Company
 when warranted by results of operations.  DEKALB's
 contributions charged to expense under this plan were $3.8
 million for the year ended August 31, 1997, $3.9 million in
 1996 and $2.3 million in 1995.



<PAGE>
                    DEKALB GENETICS CORPORATION
       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED



K.   COMMITMENTS AND     .
CONTINGENT LIABILITIES

 DEKALB is a defendant in various legal actions arising in
 the course of business activities.  In the opinion of the
 management, these actions will not result in a material
 adverse effect on DEKALB's consolidated results of
 operations or financial position.  Additional information is
 contained in Part I, Item 3 - Legal Proceedings in this Form
 10-K.

 DEKALB is self-insured against property losses on the
 majority of its operating facilities.

 DEKALB's total rental and lease expense for fiscal years
 1997, 1996 and 1995 was $9.7 million, $6.7 million and $5.4
 million, respectively



<PAGE>
                  DEKALB GENETICS CORPORATION
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
<TABLE>
<CAPTION>
L.   INCOME TAX

  for the year ended August 31 - in millions    1997     1996     1995

  Current provision:
  <S>                                           <C>      <C>     <C>
   Federal                                      $        $ 5.9   $ 1.3
                                                 4.4
   State                                         1.4      1.1     0.7
   Foreign                                       5.8      2.3     2.6

                                                $        $ 9.3   $ 4.6
                                                11.6

  Deferred provision:
   Federal                                       5.1     $ 1.9   $ 1.5
   State                                         1.1     (0.4)   (0.1)
   Foreign                                      (0.2)     0.3    (0.4)

                                                $        $ 1.8   $ 1.0
                                                 6.0


    Total income tax provision                  $        $       $
                                                17.6     11.1     5.6



  The significant components of the company's deferred tax assets and
  deferred tax liabilities are presented below:
  as of August 31 - in millions                 1997     1996
  Deferred tax assets:
   Research Expenditures                        $        $
                                                 4.9      5.2
   Benefit Plans                                 2.8      2.1
   Inventory                                     4.8      7.0
   Other                                         5.2      3.4

     Total Gross Deferred Tax Assets            $        $
                                                17.7     17.7
     Valuation Allowance                        (0.8)    (0.8)

       Gross deferred tax assets                $        $
                                                16.9     16.9

  Deferred tax liabilities:
   Purchase Price Allocations                   (10.2    (9.8)
                                                 )
   Undistributed Foreign Earnings               (4.8)    (4.6)
   Depreciation                                 (6.9)    (5.6)
   Other                                        (8.2)    (4.0)

       Gross deferred tax liabilities           ($       ($
                                                30.1)    24.0)

  Net deferred tax liability                    ($       ($
                                                13.2)     7.1)



  </TABLE>
  The net deferred tax liability disclosed above equals the
  deferred tax on the balance sheet.  The footnote disclosure
  classifies the components as assets or liabilities while the
  balance sheet discloses the current and long-term portion of
  those two classifications.  The valuation allowance relates to
  those deferred tax assets that may not be fully realized.

  Total tax provisions (benefits) resulted in amounts differing
  from those based on the statutory federal income tax rates.  The
  reasons for these differences are:
 for the years ended August 31 - in     1997   1996   1995
 millions
  <TABLE>
  <CAPTION>
  <S>                                           <C>      <C>     <C>
  U.S. statutory rate                           $        $ 9.9   $ 5.3
                                                16.2
  State and local taxes                          1.7      1.0      0.4
  International operations                      (0.3)    (0.1)    (0.3)
  Qualified export activity                     (0.1)    (0.1)     -
  Research credits                              (0.7)     -       (0.5)
  Other                                          0.8      0.4      0.7

   Income tax provision (benefit)               $        $       $ 5.6
                                                17.6     11.1



  The domestic and foreign components of earnings before taxes of
  consolidated companies were as follows:

  for the years ended August 31 - in millions   1997     1996     1995


  U.S.                                          $        $       $
                                                35.8     25.3     13.3
  Argentina                                      8.3      2.3      2.1
  Other Non-U.S.                                 2.3      0.5     (0.3)

   Total earnings before taxes                  $        $       $
                                                46.4     28.1     15.1
</TABLE>



<PAGE>
                  DEKALB GENETICS CORPORATION
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


M.   QUARTERLY RESULTS OF
OPERATIONS (UNAUDITED)

 The following is a summary of the unaudited quarterly
 results of operations for the years ended August 31, 1997
 and 1996.  DEKALB's North American seed operations comprise
 a significant portion of its business.  DEKALB generally
 delivers only a minor portion of North American seed in the
 first quarter, delivers more than half in the second
 quarter, and substantially all the seed is delivered by the
 end of the third quarter.  The Company defers first quarter
 expenses and anticipates fourth quarter expenses and matches
 these expenses against second and third quarter revenues.
 Third quarter results also reflect estimates of seed product
 returns.  Consequently, fourth quarter earnings include
 adjustments for those earlier estimates.

 The total of four quarters' earnings per share might not
 equal the earnings per share for the year due to the
 application of the treasury stock method and market price
 changes.
<TABLE>
<CAPTION>


            in millions except per share
            amounts -                     Novemb   Februa      May     August
            three months ended the last     er       ry
            day of

            <S>                           <C>       <C>      <C>       <C>
            1997
              Revenues                    $ 67.1   $192.3    $178.6    $
                                                                        13.4
              Cost of Revenues             38.9      93.4     89.0       9.2
              Net earnings                  2.1      16.3     13.1      (2.7)
              Earnings per share          $        $         $         $
                                            0.06      0.46     0.36     (0.07)



            1996
              Revenues                    $ 50.1   $         $         $ 20.1
                                                    180.3     137.0
              Cost of Revenues             28.4      95.1      68.4     10.2
              Net earnings                 (0.1)      9.7       8.6     (1.2)
              Earnings per share          $         $ 0.30    $ 0.25   ($
                                            0.00                         0.03)

</TABLE>


<PAGE>
                   DEKALB GENETICS CORPORATION
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


N.   OPERATION BY
GEOGRAPHIC AREA

 Information on DEKALB's operations by geographic area
 for fiscal years 1997, 1996 and 1995 is shown below.
 Operating earnings are equal to total revenues less
 expenses of the geographic areas, excluding interest
 and general corporate expenses.  Transfers of products
 between geographic areas are at prices approximating
 those charged to unaffiliated customers and are not
 material to any geographic area.



 August 31 - in millions             1997    1996    1995
  <TABLE>
  <CAPTION>
  <S>                                       <C>       <C>      <C>
  Revenues
   United States                            $         $        $
                                            343.6     300.9     243.2
   Argentina                                 67.3     49.8       42.5
   Other Non-U.S.                            40.5     36.8       33.7


                                            $         $        $
                                            451.4     387.5     319.4




  Operating Earnings
   United States                            $         $        $
                                             38.2     30.1       21.0
   Argentina                                 11.7      5.6        5.2
   Other Non-U.S.                             5.9      3.7        3.8


                                            $         $        $
                                             55.8     39.4       30.0




  Equity in Earnings
   Other Non-U.S.                           $         $        $
                                              4.0      1.7       (1.0)





  Identifiable Assets
   United States                            $332.     $256.    $232.
                                              4        8          1
   Argentina                                 86.0     77.7       64.2
   Other Non-U.S.                            31.2     28.8       26.7


                                            $449.     $363.
                                              6        3       $323.
                                                                  0



  Consolidated net assets included approximately $55.8 million at
  August 31, 1997 and $49.0 million at August 31, 1996, located in
  countries other than the United States.  Consolidated net earnings
  included approximate earnings of $13.7 million in fiscal year 1997
  and $5.4 million in fiscal year 1996 from these countries.

</TABLE>


<PAGE>
                   DEKALB GENETICS CORPORATION
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


O.        Prior to fiscal 1994, the Company provided employees a
 PENSION  noncontributory pension plan covering substantially all
 PLANS    domestic employees who met age and service
          requirements.  Benefits provided under this pension
          plan are based primarily on each employee's career
          earnings up until the suspension of the plan on October
          1, 1993.  Plan assets consist primarily of stocks and
          U.S. government securities.  At the time of suspension,
          the Company recognized a pre-tax curtailment benefit of
          $3.7 million.


          In addition, DEKALB has a supplemental noncontributory
          pension plan covering certain management employees,
          which is not funded.  Benefits are based mainly on each
          participant's years of service, final average
          compensation, and estimated benefits received from
          certain other benefit plans.  This plan was suspended
          in fiscal 1994 and reinstated in fiscal 1997. During
          fiscal 1997 the Company recorded an expense of $0.4
          million.


           The components of total estimated pension income for
          the two plans are as follows:
            <TABLE>
            <CAPTION>
            August 31 - in millions
                                                      1997      1996     1995

            <S>                                       <C>      <C>       <C>
            Service Cost - benefits earned during the $ 0.1    $ -       $ -
            year
            Interest cost on projected benefit         0.9      0.7       0.9
            obligations
            Actual return on plan assets              (2.4)    (1.2)     (1.6)
            Net amortization and deferral              1.6      0.3       0.5

             Net pension (income) expense             $ 0.2    ($        ($
                                                                0.2)      0.2)

</TABLE>


<PAGE>
                   DEKALB GENETICS CORPORATION
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


O.        Actuarial assumptions for August 31, 1997 and August
 PENSION  31, 1996 are a discount rate of 7.25% and a return on
 PLANS    plan assets of 8.5%.
 (CONTIN
UED)

          A reconciliation of the funded status to accrued
          pension expense is as follows:
            <TABLE>
            <CAPTION>
                                           Funded Plan        Unfunded Plan
            August 31 - in millions      1997       1996      1997      1996

            <S>                          <C>       <C>       <C>       <C>

            Actuarial present value of
            benefits
              based on service to date
            and present
              pay levels:
                 Vested                  $ 7.6     $ 9.3     $ 1.9     $ 0.6
                 Nonvested                 0.9       0.1       -         -


            Accumulated benefit            8.5       9.4       1.9       0.6
            obligation

            Additional amounts related
            to projected
              pay increases                -         -         3.2       -


            Projected benefit              8.5       9.4       5.1       0.6
            obligation

            Plan assets at fair market     9.6       8.8       -         -
            value


            Plan assets less than
              projected benefit            1.1      (0.6)     (5.1)     (0.6)
            obligation

            Unrecognized loss
              from experience              1.1       2.9       4.2       0.1

            Unrecognized net transition   (2.3)     (2.6)      -         -
            asset


            Accrued pension expense
            included
              in the Consolidated        ($0.1)    ($        ($0.9)    ($
            Balance Sheet                            0.3)                0.5)



           The Company has obligations under termination indemnification
           plans in several foreign countries, but does not have any foreign
           defined benefit pension plans as defined in Financial Accounting
           Standard No. 87.

</TABLE>

<PAGE>
                  DEKALB GENETICS CORPORATION
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED


P.   INFORMATION ON RELATED COMPANIES

 The following is summarized financial information for
DEKALB's less than 50 percent owned operations:
  <TABLE>

  <CAPTION>

  Balance Sheets


   at August 31 - in millions               1997      1996


  <S>                                       <C>      <C>
  ASSETS
   Current assets                           $        $ 9.8
                                            17.7
   Non-current assets                        2.6      2.9


       Total Assets                         $20.3    $
                                                     12.7





  LIABILITIES
   Current liabilities                      $        $ 1.6
                                             3.6
   Non-current liabilities                   3.1      1.8


       Total Liabilities                    $6.7     $ 3.4


  </TABLE>

  <TABLE>

  Summary of Earnings


  <CAPTION>


  for the years ended August 31 - in        1997      1996     1995
  millions

  <S>                                       <C>      <C>      <C>
   Revenues                                 $        $        $
                                            23.3     15.5      13.3



   Gross Profit                             $        $ 7.1    $ 4.1
                                            12.9



   Net Earnings                             $        $ 3.4    ($
                                             8.1                2.1)


   DEKALB's Equity in Net Earnings          $        $ 1.7    ($
                                             4.0                1.0)





  DEKALB's investments in related companies are carried at cost plus
  equity in undistributed net earnings and losses since dates of
  acquisition.  Carrying values approximate DEKALB's interest in the
  net assets of these related companies.  Dividends received from
  related companies were $1.8 million in fiscal year 1997 .  No
  dividends were received in fiscal years 1996 and 1995.

</TABLE>


<PAGE>
                   DEKALB GENETICS CORPORATION
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED



Q.
  INCENTIV
E PLANS

 In August, 1988, the Company initially adopted a Long-Term
 Incentive Plan which provided for the awarding of stock
 appreciation rights (SARs), restricted stock and incentive
 and nonqualified options to purchase Class A or Class B
 Common Stock of the Company.  The Company's Stock Option
 Committee may make awards of SARs, restricted stock or stock
 options to certain officers and key employees of the
 Company.  All stock options may be granted at no less than
 fair market value of the Company's stock at the date of
 grant and are exercisable within periods specified by the
 Stock Option Committee.

 The following share information reflects the two-for-one and
 the three-for-one stock splits.
<TABLE>
<CAPTION
>
                                   1997           1996          1995


                                  Class A        Class A       Class A

  <S>                          <C>           <C>            c>
  Shares under option at       1,517,136     1,422,924      1,461,066
  beginning of year
  Activity:
   Granted                      267,000       343,800       346,500
   Exercised                   (133,122)     (239,382)      (291,738)
   Canceled                     (27,900)      (10,206)      (92,904)


  Shares under option at end of1,623,114     1,517,136      1,422,924
  year



  Shares available for future  1,622,914     2,140,308      373,902
  grants as of August 31
  Shares vested and exercisable1,043,514      917,934       902,772
  as of August 31

  Price range of options         $ 0.33 - $     $ 4.40 - $    $ 0.33 - $
  exercised                            8.04           6.25          6.13
  Price range of shares under      $ 0.33 -     $ 0.33 - $    $ 0.33 - $
  option at end of year              $30.38           8.04          6.13
  </TABLE>

 In fiscal 1991, the shareholders also approved a Director
 Stock Option Plan which gives outside directors an election
 to receive options to purchase Class A Common Stock (which
 options have a discounted exercise price) in lieu of annual
 retainer and meeting fees.  The 25% discount in the exercise
 price, multiplied by the number of shares subject to the
 option, equals the annual retainer and meeting fees the
 directors would have received.  Total expense for the
 Director Stock Option Plan was $0.1 million in each of the
 fiscal years 1997, 1996 and 1995.
  <TABLE>

  <CAPTION>

                                    1997          1996          1995


                                  Class A        Class A       Class A

  <S>                          <C>           <C>            <C>
  Shares under option at        390,166       323,472       294,474
  beginning of year
  Activity:
   Granted                       20,972        69,678        88,110
   Exercised                    (21,000)       (2,984)      (57,720)
   Canceled                           -             -        (1,392)


  Shares under option at end of 390,138       390,166       323,472
  year



  Shares available for future   109,774       130,746       200,424
  grants as of August 31
  Shares vested as of August 31 390,138       390,166       323,472
  Shares exercisable as of      369,166       320,488       235,362
  August 31

  Price range of options         $ 3.35 - $     $ 4.19        $ 3.35 - $
  exercised                            3.38                         4.19
  Price range of shares under      $ 3.35 -    $ 3.35 - $     $ 3.35 - $
  option at end of year              $22.03          6.03           4.19

</TABLE>


<PAGE>
                   DEKALB GENETICS CORPORATION
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED



Q.   INCENTIVE PLANS
(CONTINUED)

 The Company applies APB 25 and related interpretations in
 accounting for its plans.  Accordingly, no compensation cost
 has been recognized for stock options.  If compensation
 costs for stock options had been determined based on the
 fair value at the grant dates for awards under these plans
 consistent with the method of SFAS 123, the Company's net
 earnings and net earnings per share would have been reduced
 to the pro forma amounts indicated as follows:
 <TABLE>

 <CAPTION>

                                   1997           1996

 <S>                          <C>            <C>
 Net Earnings: ($ in millions)
  As Reported                      $28.8          $17.0
  Pro Forma                        $27.6          $16.7
 Net Earnings Per Share:
  As Reported                       $0.80          $0.51
  Pro Forma                         $0.77          $0.50
</TABLE>


 In accordance with SFAS 123, the fair value approach to
 valuing stock options used for pro forma presentation has
 not been applied to stock options granted prior to September
 1, 1995.  The compensation cost calculated under the fair
 value approach is recognized over the vesting period of the
 stock options.

 The weighted average fair value of options granted was
 $17.20 per share and $4.22 per share during 1997 and 1996,
 respectively.  The fair value is estimated on the date of
 grant using the Black-Scholes option pricing model with the
 following weighted average assumptions used for grants in
 1997 and 1996, respectively:  dividend yield of 0.4% and
 0.9% expected volatility of 32.8% and 30.0%;risk-free
 interest rates of 6.5% and 6.4%; and an expected life of
 seven years,



<PAGE>
                   DEKALB GENETICS CORPORATION
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED



R.   INDUSTRY
SEGMENT

 The following industry segment information summarized
 DEKALB's operations as of and for the years ended August 31,
 1997, 1996, and 1995.

 Operating earnings are total sales and revenues less
 operating expenses of the segments, excluding interest, and
 general corporate allocations.

 No customer accounted for 10 percent or more of total
 operating revenues.



<PAGE>
                   DEKALB GENETICS CORPORATION
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
<TABLE>
<CAPTION>

R.   INDUSTRY SEGMENT
(CONTINUED)



  August 31 - in millions              1997        1996        1995

   <S>                              <C>         <C>         <C>

  Revenues


   Seed (1)                         $ 394.8     $ 340.4     $ 272.0
   Swine                               56.6        47.1        47.4


                                    $ 451.4     $ 387.5     $ 319.4



  Earnings (Loss) Before Income
  Taxes


   Seed:
       Operating earnings           $  54.3      $ 39.2      $ 30.9
       Equity in net earnings of        4.0         1.7        (1.0)
  related companies


                                       58.3        40.9        29.9

   Swine                                1.5         0.2        (0.9)


       Total Operations                59.8        41.1        29.0

   General corporate expenses          (8.5)       (6.9)       (5.4)
   Net interest expense                (4.9)       (6.1)       (8.5)


                                    $  46.4      $ 28.1      $ 15.1



  Identifiable Assets


   Seed                              $413.1     $ 329.8     $ 290.5
   Swine                               36.1        32.7        31.7
   Discontinued Operations              0.4         0.8         0.8


                                     $449.6     $ 363.3     $ 323.0



  Depreciation and Amortization
  Expense


   Seed                             $  11.6       $ 9.1       $ 8.7
   Swine                                2.2         2.2         2.4
                                     $ 13.8      $ 11.3      $ 11.1



  Property Additions


   Seed                              $ 57.6      $ 28.5      $ 14.6
   Swine                                1.8         2.2         0.8


                                     $ 59.4      $ 30.7      $ 15.4



  (1) Consolidated revenues do not include approximately $155 million
  in fiscal year 1997, $145 million in fiscal year 1996 and $130
  million in fiscal year 1995 of DEKALB seed sold under royalty
  agreements with non-consolidated affiliates and licensees or
  recognized by equity companies.  (Footnote P).

</TABLE>


<PAGE>
                   DEKALB GENETICS CORPORATION
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED



S.
 DISCONTINUED
OPERATIONS

 On April 28, 1995, the Company sold its poultry operations to
 Central Farm of America, Inc., an affiliate of Toshoku, Ltd.,
 for $12.5 million cash.  Accordingly, the poultry business is
 reported as a discontinued operation and the consolidated
 financial statements have been reclassified to report
 separately the net assets and operating results of the
 business.  The Company's operating results for prior years
 have been restated to reflect continuing operations.

 Net earnings from discontinued operations included an
 operating loss of $0.5 million, net of $0.5 million tax
 benefit and a net gain on the sale of $1.7 million, net of
 $0.5 million tax expense.  Revenues for discontinued
 operations were $12.1 million for the eight months of fiscal
 1995.  Net assets of the discontinued operations at August
 31, 1997 amounted to $0.4 million.


<PAGE>
                   DEKALB GENETICS CORPORATION
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED



T.   MONSANTO
TRANSACTION

 On January 31, 1996, the Company entered into a series of
 agreements with Monsanto Company (Monsanto), including an
 agreement which provides for a long-term research and
 development collaboration with Monsanto in the field of
 agricultural biotechnology, particularly corn seed. DEKALB
 and Monsanto also entered into cross-licensing agreements
 covering insect-resistant and herbicide-tolerant corn
 products.  The two companies will share the royalties
 received from third parties relating to the patents covered
 by such cross-licensing agreements.

 During the third quarter of fiscal 1996, DEKALB completed a
 sale of equity to Monsanto as part of an Investment
 Agreement.  The two-for-one stock split to shareholders of
 record on July 25, 1997, and the three-for-one stock split
 to shareholders of record on May 10, 1996 are reflected in
 the following share and price information.  During fiscal
 1996, Monsanto purchased from DEKALB 0.5 million newly
 issued shares of DEKALB Class A (voting) Common Stock at a
 price per share of $ 10.83 and 2.8 million newly issued
 shares of Class B (non-voting) Common Stock at a price per
 share of $10.83.  As a result of the new stock issued to
 Monsanto, the total number of outstanding shares of Common
 Stock of the Company rose to over 34.0 million from about
 31.2 million.

 During fiscal 1996, Monsanto also acquired 10.4 million
 shares of DEKALB's publicly traded Class B Common Stock in a
 separate cash tender offer at a price of $11.83 per share.
 Upon completion of the tender offer, Monsanto held ten
 percent of the Class A voting shares and approximately 43
 percent of the Class B non-voting shares.  Additionally,
 DEKALB received $4.0 million from Monsanto in March, 1996,
 and $3.0 million in February, 1997, the first two payments
 under the companies' collaboration agreement, which calls
 for total payments of $19.5 million over the term of the
 agreement.

 As of August 31, 1997, Monsanto held 0.5 million shares of
 Class A and 13.2 million shares of Class B Common Stock.
 This represents approximately ten percent of Class A voting
 shares and 44 percent of Class B non-voting shares.



<PAGE>
ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND

      FINANCIAL DISCLOSURE


      None.


                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT


The Company will file with the Securities and Exchange Commission a definitive
Proxy Statement not later than 120 days after the close of its fiscal year ended
August 31, 1997.  The information required by this Item is incorporated by
reference from the Proxy Statement.

Information about Executive Officers is shown on pages 8 and 9 of this filing.

ITEM 11.  EXECUTIVE COMPENSATION


The information required by this Item is incorporated by reference from the
      Proxy Statement.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


The information required by this Item is incorporated by reference from the
      Proxy Statement.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


The information required by this Item is incorporated by reference from the
      Proxy Statement.


<PAGE>
                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
<TABLE>
<CAPTION>
(a) (1)
Financial
   Statement
s
              The following financial statements of DEKALB
              Genetics Corporation are included in Part II, Item
              8:
              <S>                                                   <C>
                                                                     Page


              Report of Independent Public Accountants                18

              Consolidated Statements of Operations for the years
              ended August 31, 1997, 1996 and 1995                    19

              Consolidated Balance Sheets at August 31, 1997 and      20
              1996

              Consolidated Statements of Cash Flows for the years
              ended August 31, 1997, 1996 and 1995                    21

              Consolidated Statements of Shareholders' Equity for
              the years ended August 31, 1997, 1996 and 1995          22

              Notes to Consolidated Financial Statements            23-43

(a) (2)
Financial
   Statement
   Schedules
              Schedule VIII - Valuation and Qualifying Account        49
</TABLE>


<PAGE>
                                    PART IV

 (a) (3)                                                 Page
 Exhibits
<TABLE>
<CAPTION>
<S>           <C>                                                   <C>
     3A       Restated Certificate of Incorporation of DEKALB       50-59
              Genetics Corporation

     3B       By-Laws of DEKALB Genetics Corporation [Attached as     *
              Exhibit B to Information Statement contained in Form
              8 Amendment (Amendment No. 3) dated August 18, 1988,
              amending Form 10 Registration Statement of the
              Company dated June 17, 1988 (File No. 0-17005)]

     4A       Form of Class A Common Stock Certificate                *
              [Incorporated by reference to Exhibit 4A to Form 8
              Amendment (Amendment No. 1) dated August 3, 1988,
              amending Form 10 Registration Statement of the
              Company dated June 17, 1988 (File No. 0-17005)]

     4B       Form of Class B Common Stock Certificate                *
              [Incorporated by reference to Exhibit 4B to Form 8
              Amendment (Amendment No. 1) dated August 3, 1988,
              amending Form 10 Registration Statement of the
              Company dated June 17, 1988 (File No. 0-17005)

     4C       Revolving Credit Agreement between DEKALB Genetics
              Corporation and the banks listed therein.             60-63

              Other instruments with respect to long-term debt of
              the Registrant are not filed because the total
              amount of securities authorized under each such
              instrument does not exceed 10% of the total assets
              of the Registrant and its subsidiaries on a
              consolidated basis and the Company agrees to provide
              a copy to the Commission upon request.

    10A       DEKALB Genetics Corporation Long-Term Incentive Plan    *
              [Incorporated by reference to Exhibit 4A to Form S-8
              Registration Statement No. 33-24875]**

    10B       Form of Indemnification Agreements [Attached as         *
              Exhibit D to Information Statement contained in Form
              8 Amendment (Amendment No. 3) Dated August 18, 1988,
              amending Form 10 Registration Statement of the
              Company dated June 17, 1988 (File No. 0-17005)]**

    10C       DEKALB Genetics Corporation Savings and Investment      *
              Plan [Incorporated by reference to Exhibit 4.3 to
              Form S-8 (File No. 33-33305) dated February 1,
              1990]**

    10D       DEKALB Genetics Corporation Pension Plan**              *

    10E       Form of Long-Term Incentive Plan Agreement              *
              [Incorporated by reference to Exhibit 4B to Form S-8
              Registration Statement (Registration No. 33-
              24875)]**
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

(a) (3)
Exhibits                                                             Page
    continue
d

    <S>       <C>                                                    <C>

    10F       Director Stock Option Plan                              *
              [Incorporated by reference to Exhibit 4.3 to Form S-
              8 Registration Statement (Registration No. 33-
              39986)]**

    10G       Employment Agreement between DEKALB Genetics            *
              Corporation and Bruce P. Bickner dated September 1,
              1994 [Incorporated by reference to Exhibit 10a to
              Form 10-Q filed April 12, 1995 (File No. 0-17005)]**

    10H       Employment Agreement between DEKALB Genetics            *
              Corporation and Richard O. Ryan dated September 1,
              1994 [Incorporated by reference to exhibit 10B to
              Form 10-Q filed April 12, 1995 (File No. 0-17005)]**

    10I       Employment Agreement between DEKALB Genetics            *
              Corporation and John H. Witmer, Jr. dated September
              1, 1994 [Incorporated by reference to Exhibit 10C to
              Form 10-Q filed April 12, 1995 (File No. 0-17005)]**

    10J       Employment Agreement between DEKALB Genetics            *
              Corporation and Richard T. Crowder dated October 26,
              1994 [Incorporated by reference to Exhibit 10J to
              Form 10-K filed October 12, 1995 (File No. 0-
              17005)]**

    10K       Employment Agreement between DEKALB Genetics
              Corporation and Thomas R. Rauman dated September 1,     *
              1995 [Incorporated by reference to Exhibit 10K to
              Form 10-K filed October 9, 1996 (File No. 0-
              17005)]**

     11       Computation of Earnings Per Share                       64

     21       Subsidiaries of DEKALB Genetics Corporation             65

     23       Consent of Independent Public Accountants - Arthur      66
              Andersen LLP

     27       Financial Data Schedule

     *        Document has heretofore been filed with the
              Commission and is incorporated by reference.

     **       Document is a management contract or compensating
              plan or arrangement.

(b)           Reports on Form 8-K - No Form 8-K was filed during
              the three months ended August 31, 1997.
</TABLE>

<PAGE>
                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                     DEKALB GENETICS CORPORATION


Date: October 10, 1997               By: Bruce P. Bickner

                                         Bruce P. Bickner
                                         Chairman, Chief Executive Officer
                                         and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities on this 10th day of October, 1997.


      Signature                                        Title

   Richard O. Ryan                            President, Chief Operating

      Officer
   Richard O. Ryan                            and Director


   Thomas R. Rauman                        Vice President - Finance and
   Thomas R. Rauman                        Chief Financial Officer


   Janis M. Felver                         Vice President and

   Janis M. Felver                         Chief Accounting Officer


                       DIRECTORS


   Charles J. Arntzen                      Allan Aves

   Charles J. Arntzen                      Allan Aves


   Robert T. Fraley                        Tod R. Hamachek

   Robert T. Fraley                        Tod R. Hamachek


   Paul H. Hatfield                        Virginia R. Holt

   Paul H. Hatfield                        Virginia R. Holt



   Douglas C. Roberts                      John T. Roberts

   Douglas C. Roberts                      John T. Roberts


   H. Blair White                          William M. Ziegler
   H. Blair White                          William M. Ziegler



<PAGE>
                   DEKALB Genetics Corporation
         SCHEDULE VIII - VALUATION and QUALIFYING ACCOUNT
            years ended August 31, 1997, 1996 and 1995
                      (Dollars in thousands)
<TABLE>
<CAPTION>

         Column A             Column           Column C          Column      Column
                                 B                                 D           E


                                              Additions

<S>                           <C>        <C>         <C>        <C>         <C>
                              Balance    Charged     Charged                Balance
                              at         to          to                     at
Description                   Beginni    Costs       Other      Deducti     End
                              ng         and         Account    ons         Of
                              of         Expense     s                      Period
                              Period     s


Year ended August 31,
1997:
Deducted in the balance
sheet
 from the assets to which
they
 apply:                       $ 3,581    $ 2,761     $          $ 1,048     $ 5,294
                                                        0        (a)
   Allowance for doubtful
accounts
    and notes receivable
   Inventory reserve          $13,915    $11,825     $          $ 6,862     $18,878
                                                        0



Year ended August 31,
1996:
Deducted in the balance
sheet
 from the assets to which
they
 apply:                       $ 2,713    $ 1,233      $ 0       $           $ 3,581
                                                                 365 (a)
   Allowance for doubtful
accounts
   and notes receivable



   Inventory reserve          $14,342    $7,379        $0       $7,806      $13,915



Year ended August 31,
1995:
Deducted in the balance
sheet
 from the assets to which
they
 apply:                       $ 2,159    $ 961        $ 0       $ 407       $ 2,713
                                                                 (a)
   Allowance for doubtful
accounts
   and notes receivable



   Inventory reserve          $13,829    $10,615       $0       $10,102     $14,342






Notes:
  (a) Uncollectible items written off, less recoveries of items previously written
off.
</TABLE>

<PAGE>

                                   EXHIBIT 3A

                     RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                          DEKALB GENETICS CORPORATION

     FIRST:  The name of the Corporation is DEKALB Genetics Corporation.

     SECOND:  The address of the Corporation's registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle.  The name of the Corporation's registered
agent at such address is The Corporation Trust Company.

     THIRD:  The purpose of the Corporation shall be to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.

     FOURTH:  The total number of shares of all classes of stock which the
Corporation shall have authority to issue is sixty million five hundred thousand
(60,500,000), of which five hundred thousand (500,000) shares of the par value
of One Dollar ($1.00) each shall be Preferred Stock and sixty million
(60,000,000) shares without par value shall be Common Stock divided into two
classes, consisting of fifteen million (15,000,000) shares of Class A Common
Stock, without par value, and forty five million (45,000,000) shares of Class B
Common Stock, without par value.
     The designations, voting powers, preferences and relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions of the above classes of stock shall be as follows:

                                       I.
                                PREFERRED STOCK

     1.  Shares of Preferred Stock may be issued in one, or more series at such
time or times, and for such consideration or considerations, as the Board of
Directors may determine.

     2.  The Board of Directors is expressly authorized at any time, and from
time to time, to provide for the issuance of shares of Preferred Stock in one or
more series with such designations, preferences and relative, participating,
optional or other special rights and qualifications, limitations or restrictions
thereof as shall be stated and expressed in the resolution or resolutions
providing for the issue thereof adopted by the Board of Directors (a "Preferred
Stock Designation"), and as are not stated and expressed in this Restated
Certificate of Incorporation (the "Certificate of Incorporation") or any
amendment thereto including, but not limited to, determination of any of the
following:

          (a)  the distinctive serial designation and the number of shares
constituting a series;

          (b)  the dividend rate or rates, whether dividends shall be cumulative
     and, if so, from what date, the payment date or dates for dividends, and
     the participating or other special rights, if any, with respect to
     dividends;
          (c)  the voting powers, full or limited, if any, of the shares of such
     series;

          (d)  whether the shares shall be redeemable and, if so, the price or
     prices at which, and the terms and conditions on which, the shares may be
     redeemed;

          (e)  the amount or amounts payable upon the shares in the event of
     voluntary or involuntary liquidation, dissolution or winding up of the
     Corporation prior to any payment or distribution of the assets of the
     Corporation to any class or classes, or to any series of any class or
     classes, of stock of the Corporation ranking junior to the Preferred Stock;

          (f)  whether the shares shall be entitled to the benefit of a sinking
     or retirement fund to be applied to the purchase or redemption of shares of
     a series and, if so entitled, the amount of such fund and the manner of its
     application, including the price or prices at which the shares may be
     redeemed or purchased through the application of such fund;
<PAGE>
          (g)  whether the shares shall be convertible into, or exchangeable
     for, shares of any other class or classes or of any other series of the
     same or any other class or classes of stock of the Corporation or any other
     corporation, and if so convertible or exchangeable, the conversion price or
     prices, or the rates of exchange, and the adjustments thereof, if any, at
     which such conversion or exchange may be made, and any other terms and
     conditions of such conversion or exchange; and

          (h)  any other preferences, privileges and powers, and relative,
     participating, optional or other special rights, and qualifications,
     limitations or restrictions of such series, as the Board of Directors may
     deem advisable and as shall not be inconsistent with the provisions of this
     Certificate of Incorporation.

     3.  Shares of Preferred Stock which have been issued and reacquired in any
manner by the Corporation (excluding, until the Corporation elects to retire
them, shares which are held as treasury shares but including shares redeemed,
shares purchased and retired and shares which have been converted into shares of
Common Stock) shall have the status of authorized but unissued shares of
Preferred Stock and may be reissued.

                                      II.
                                  COMMON STOCK

     1.  Except as herein provided with respect to voting rights and with
respect to the right to exchange shares of Class A Common Stock for Class B
Common Stock, and except as provided in section 6 or section 7 of this Division
II, there shall be no difference or distinction between the rights of the Class
A Common Stock and the Class B Common Stock, and reference herein or in the
Delaware General Corporation Law to Common Stock shall mean and apply to the
Class A Common Stock and Class B Common Stock alike without preference or
distinction.

     2.  Subject to the preferential rights of the Preferred Stock, the holders
of the Common Stock shall be entitled to receive, to the extent permitted by
law, such dividends as may be declared from time to time by the Board of
Directors.

     3.  Except as otherwise required by law, Class A Common Stock of the
Corporation shall have the right and power to vote on and in respect to the
election of directors and all other matters and questions, and each holder of
shares of Class A Common Stock shall have one (1) vote for each share thereof
standing registered in his name on the books of the Corporation on the date, if
any, fixed for the purpose of determining voting rights; and the holders of
Class B Common Stock shall not be entitled to notice of or vote at any meeting
of the stockholders of the Corporation.

     4.  Each holder of shares of Class A Common Stock may, upon surrender to
the Transfer Agent of certificates representing shares of Class A Common Stock,
exchange such shares, share for share, for shares of Class B Common Stock and
thereupon shall be entitled to receive certificates representing the number of
shares of Class B Common Stock into which such shares of Class A Common Stock
shall thereby be exchanged, which shares shall be deemed fully paid and non-
assessable shares of Class B Common Stock.

     5.  Subject to the protective conditions and restrictions of any
outstanding Preferred Stock, the amount of the authorized Common Stock may be
increased or decreased and the division of increase or decrease between Class A
Common Stock and Class B Common Stock may be effected by amendment of this
Certificate of Incorporation adopted by the affirmative vote of the holders of a
majority of the aggregate of the Class A Common Stock without any vote by the
holders of Class B Common Stock.

     6.  Anything in this Division II to the contrary notwithstanding, any
dividend or distribution to the holders of Class A Common Stock and Class B
Common Stock of the Corporation that is made in the form of shares of capital
stock of another corporation, at least a majority of the capital stock of which
shall then be owned by the Corporation ("Subsidiary"), and which is divided into
two separate classes or series of common stock having rights, including without
limitation voting and exchange rights, substantially identical to the rights
provided in this Division II for the Class A Common Stock and Class B Common
Stock of the Corporation (except as provided below), if so provided in the
resolution of the Board of Directors of the Corporation declaring such dividend
or distribution, may be made on the basis of (a) a pro rata distribution of all
or any portion of the shares of common stock of the Subsidiary of a class or
series having rights substantially identical to the rights provided in this
Division II for Class A Common Stock of the Corporation ("Subsidiary Voting
Stock") to holders of Class A Common Stock of the Corporation outstanding as of
the record date for such dividend or distribution, and (b) a pro rata
distribution of all or any portion of the shares of common stock of the
Subsidiary of a class or series having rights substantially identical to the
rights provided in this Division II for Class B Common Stock of the Corporation
("Subsidiary Non-Voting Stock") to holders of Class B Common Stock of the
Corporation outstanding as of such record date, with (c) the number of shares of
Subsidiary Non-Voting Stock distributed with respect to each share of Class B
Common Stock of the Corporation to be the same as the number of shares of
Subsidiary Voting Stock distributed with respect to each share of Class A Common
Stock of the Corporation, all with the effect that immediately after such
dividend or distribution has been made, (i) the holders of the Class A Common
Stock of the Corporation shall hold all of the shares of Subsidiary Voting Stock
of the Subsidiary made the subject of such dividend or distribution, (ii) the
holders of the Class B Common Stock of the Corporation shall hold all of the
shares of Subsidiary Non-Voting Stock of the Subsidiary made the subject of such
dividend or distribution, and (iii) each holder of Class A Common Stock and
Class B Common Stock of the Corporation shall hold the same proportionate
interest in the Subsidiary Voting Stock and Subsidiary Non-Voting Stock of the
Subsidiary, as the case may be, made the subject of such dividend or
distribution, as such holder owns in the Corporation as of the record date for
such dividend or distribution.  Notwithstanding the foregoing, (A) the
provisions of the Subsidiary Voting Stock and Subsidiary Non-Voting Stock of the
Subsidiary may provide that after a stated date the Subsidiary Non-Voting Stock
shall have voting rights substantially identical to the voting rights of the
Subsidiary Voting Stock or the separate classes may be consolidated into a
single class of voting common stock, and (B) any such pro rata distribution may
be made on the basis of cash for the fair value of any fractional share of stock
of the Subsidiary which would otherwise be so distributed.
<PAGE>
     7.  Anything in this Division II to the contrary notwithstanding, the Board
of Directors of the Corporation may declare and pay a dividend or other
distribution of Common Stock of the Corporation which consists of (a) a dividend
or other distribution of shares of Class A Common Stock to holders of shares of
Class A Common Stock and (b) a dividend or other distribution of shares of Class
B Common Stock to holders of shares of Class B Common Stock, so long as (i) the
number of shares of Class A Common Stock so declared and paid per share to
holders of shares of Class A Common Stock is equal to the number of shares of
Class B Common Stock so declared and paid per share to holders of shares of
Class B Common Stock and (ii) any payment per share to holders of Class A Common
Stock in lieu of fractional shares of Class A Common Stock in connection with
such dividend or other distribution is equal to any payment per share to holders
of Class B Common Stock in lieu of fractional shares of Class B Common Stock in
connection with such dividend or other distribution.

                                      III.
                                OTHER PROVISIONS

     1.  In any case in which the vote of shares of a particular class is
required by law or this Certificate of Incorporation, every holder of shares of
such class shall have full voting rights with respect thereto, whether or not
such holder is also interested in the subject matter of the vote as a holder of
shares.

     2.  No holder of the shares of stock of any class of this Corporation shall
hereafter have any preemptive right to purchase or subscribe to any additional
share of stock of any class or any security of this Corporation, whether now or
hereafter authorized or issued.  All such securities may be issued and disposed
of by the Board of Directors to such recipients thereof for such lawful
considerations, and on such terms, as the Board of Directors, in its discretion
may determine, without first offering the same, or any part thereof, to the
holders of shares of stock of any class of this Corporation.

     FIFTH:  A. Number, Election and Terms of Directors.  Subject to the rights
of the holders of any series of Preferred Stock to elect additional directors
under specified circumstances, the number of directors shall be fixed from time
to time exclusively by the Board of Directors pursuant to a resolution adopted
by a majority of the Whole Board (as defined in Article EIGHTH).  The directors,
other than those who may be elected by the holders of any series of Preferred
Stock under specified circumstances, shall be divided, with respect to the time
for which they severally hold office, into three classes, with the term of
office of the first class to expire at the 1988 annual meeting of stockholders,
the term of office of the second class to expire at the 1989 annual meeting of
stockholders and the term of office of the third class to expire at the 1990
annual meeting of stockholders, with each director to hold office until his or
her successor shall have been duly elected and qualified.  At each annual
meeting of stockholders, commencing with the 1988 annual meeting, (i) directors
elected to succeed those directors whose terms then expire shall be elected for
a term of office to expire at the third succeeding annual meeting of
stockholders after their election, with each director to hold office until his
or her successor shall have been duly elected and qualified and (ii), if
authorized by a resolution of the Board of Directors, directors may be elected
by the stockholders to fill any vacancy on the Board of Directors, regardless of
how such vacancy was created.

     B.  Stockholder Nomination of Director Candidates and Introduction of
Business.  Advance notice of stockholder nominations for the election of
directors and of business to be brought by stockholders before any meeting of
the stockholders of the Corporation shall be given in the manner provided in the
By-Laws of the Corporation.

     C.  Newly Created Directorships and Vacancies.  Subject to the rights of
the holders of any series of Preferred Stock, and unless the Board of Directors
otherwise determines, newly created directorships resulting from death,
expansion of the size of the Board, resignation, retirement, disqualification,
removal from office or other cause may be filled only by a majority vote of the
directors then in office, though less than a quorum, and directors so chosen
shall hold office for a term expiring at the annual meeting of stockholders at
which the term of office of the class to which such new directors shall have
been elected expires and until such director's successor shall have been duly
elected and qualified.  No decrease in the number of authorized directors
constituting the entire Board of Directors shall shorten the term of any
incumbent director.
<PAGE>
     D.  Removal.   Subject to the rights of the holders of any series of
Preferred Stock, any director, or the entire Board of  Directors, may be removed
from office at any time, but only for cause and only by the affirmative vote of
the holders of at least eighty percent (80%) of the voting power of all of the
then-outstanding shares of the capital stock of the Corporation entitled to vote
generally in the election of directors (the "Voting Stock"), voting together as
a single class.

     E.  Amendment, Repeal or Alteration.  Notwithstanding any other provisions
of this Certificate of Incorporation or any provision of law which might
otherwise permit a lesser vote or no vote, but in addition to any affirmative
vote of the holders of any particular class or series of the capital stock of
the Corporation required by law, this Certificate of Incorporation or any
Preferred Stock Designation, the affirmative vote of the holders of at least
eighty percent (80%) of the voting power of all of the then-outstanding shares
of the Voting Stock, voting together as a single class, shall be required to
alter, amend or repeal this Article FIFTH.

     SIXTH:  In furtherance and not in limitation of the powers conferred by
law, the Board of Directors is expressly authorized to make, alter, amend and
repeal the By-Laws of the Corporation, subject to the power of the holders of
the capital stock of the Corporation to alter, amend and repeal the By-Laws;
provided, however, that, with respect to the powers of holders of capital stock
to alter, amend and repeal By-Laws of the Corporation, notwithstanding any other
provision of this Certificate of Incorporation or any provision of law which
might otherwise permit a lesser vote or no vote, but in addition to any
affirmative vote of the holders of any particular class or series of the capital
stock of the Corporation required by law, this Certificate of Incorporation or
any Preferred Stock Designation, the affirmative vote of the holders of at least
eighty percent (80%) of the voting power of all the then-outstanding shares of
the Voting Stock, voting together as a single class, shall be required to (i)
alter, amend or repeal any provision of the By-Laws or (ii) alter, amend or
repeal any provisions of this proviso to this Article SIXTH.

     SEVENTH:  Subject to the rights of the holders of any series of Preferred
Stock, (A) any action required or permitted to be taken by the stockholders of
the Corporation must be effected at an annual or special meeting of stockholders
of the Corporation and may not be effected by any consent in writing by such
stockholders and (B) special meetings of stockholders of the Corporation may be
called only by the Board of Directors pursuant to a resolution adopted by a
majority of the Whole Board.  Notwithstanding any other provisions of this
Certificate of Incorporation or any provision of law which might otherwise
permit a lesser vote or no vote, but in addition to any affirmative vote of the
holders of any particular class or series of the capital stock of the
Corporation required by law, this Certificate of Incorporation or any Preferred
Stock Designation, the affirmative vote of the holders of at least eighty
percent (80%) of the voting power of all of the then-outstanding shares of the
Voting Stock, voting together as a single class, shall be required to alter,
amend or repeal this Article SEVENTH.

     EIGHTH:  A. (1) In addition to any affirmative vote required by law, by
this Certificate of Incorporation or by any Preferred Stock Designation, and
except as otherwise expressly provided in Section B of this Article EIGHTH:

          (i)  any merger or consolidation of the Corporation or any Subsidiary
     (as hereinafter defined) with (a)any Interested Stockholder (as hereinafter
     defined) or (b) any other corporation (whether or not itself an Interested
     Stockholder) which is, or after such merger or consolidation would be, an
     Affiliate (as hereinafter defined) of any Interested Stockholder; or

          (ii)  any sale, lease, exchange, mortgage, pledge, transfer or other
     disposition (in one transaction or a series of transactions) to or with any
     Interested Stockholder or any Affiliate of any Interested Stockholder of
     any assets of the Corporation or any Subsidiary having an aggregate Fair
     Market Value (as hereinafter defined) of $1 million or more; or

          (iii)  the issuance or transfer by the Corporation or any Subsidiary
     (in one transaction or a series of transactions) of any securities of the
     Corporation or any Subsidiary to any Interested Stockholder or any
     Affiliate of any Interested Stockholder in exchange for cash, securities or
     other property (or a combination thereof) having an aggregate Fair Market
     Value of $1 million or more; or

          (iv)  the adoption of any plan or proposal for the liquidation or
     dissolution of the Corporation proposed by or on behalf of any Interested
     Stockholder or any Affiliate of any Interested Stockholder; or
          (v)  any reclassification of securities (including any reverse stock
     split), or recapitalization of the Corporation, or any merger or
     consolidation of the Corporation with any of its Subsidiaries or any other
     transaction (whether or not with or into or otherwise involving any
     Interested Stockholder) which has the effect, directly or indirectly, of
     increasing the proportionate share of the outstanding shares of any class
     of equity or convertible securities of the Corporation or any Subsidiary
     which is Beneficially Owned (as hereinafter defined) by any Interested
     Stockholder or any Affiliate of any Interested Stockholder;
<PAGE>
shall require the affirmative vote of the holders of at least eighty percent
(80%) of the voting power of all of the then-outstanding shares of the Voting
Stock, voting together as a single class.  Such affirmative vote shall be
required notwithstanding any other provisions of this Certificate of
Incorporation or any provision of law or of any agreement with any national
quotation system or national securities exchange or otherwise which might
otherwise permit a lesser vote or no vote.

     (2)  The term "Business Combination" as used in this Article EIGHTH shall
mean any transaction which is referred to in any one or more of subparagraphs
(i) through (v) of paragraph (1) of this Section A.

     (B)  The provisions of Section A of this Article EIGHTH shall not be
applicable to any particular Business Combination, and such Business Combination
shall require only such affirmative vote as is required by law, any other
provision of this Certificate of Incorporation and any Preferred Stock
Designation, if, in the case of a Business Combination that does not involve
consideration being received by the stockholders of the Corporation, solely in
their respective capacities as stockholders of the Corporation, the condition
specified in the following paragraph (1) is met or, in the case of any other
Business Combination that does involve consideration being received by the
stockholders of the Corporation, solely in their respective capacities as
stockholders of the Corporation, the conditions specified in either of the
following paragraph (1) or paragraph (2) are met:

          (1)  The Business Combination shall have been approved by a majority
     of the Continuing Directors (as hereinafter defined); provided however,
     that this condition shall not be capable of satisfaction unless there are
     at least five Continuing Directors.

          (2)  All of the following conditions shall have been met:

               (i)  The consideration to be received by holders of shares of a
          particular class (or series) of outstanding capital stock (including
          Common Stock and other than Excluded Preferred Stock (as hereinafter
          defined)) shall be in cash or in the same form as the Interested
          Stockholder or any of its Affiliates has previously paid for shares of
          such class (or series) of capital stock.  If the Interested
          Stockholder or any of its Affiliates have paid for shares of any class
          (or series) of capital stock with varying forms of consideration, the
          form of consideration to be received per share by holders of shares of
          such class (or series) of capital stock shall be either cash or the
          form used to acquire the largest number of shares of such class (or
          series) of capital stock previously acquired by the Interested
          Stockholder or any of its Affiliates.

               (ii)  The aggregate amount of (x) the cash and (y) the Fair
          Market Value (as hereinafter defined), as of the date (the
          "Consummation Date") of the consummation of the Business Combination,
          of the consideration other than cash to be received per share by
          holders of Common Stock in such Business Combination shall be at least
          equal to the higher of the following (in each case appropriately
          adjusted in the event of any stock dividend, stock split, combination
          of shares or similar event):

                    (a)  the highest per share price (including any brokerage
               commissions, transfer taxes and soliciting dealers' fees) paid by
               the Interested Stockholder or any of its Affiliates for any
               shares of Common Stock acquired by them within the two-year
               period immediately prior to the date of the first public
               announcement of the proposal of the Business Combination (the
               "Announcement Date") or in any transaction in which the
               Interested Stockholder became an Interested Stockholder,
               whichever is higher, plus interest compounded annually from the
               first date on which the Interested Stockholder became an
               Interested Stockholder (the "Determination Date") through the
               Consummation Date at the publicly announced base rate of interest
               of such major bank headquartered in the City of Chicago as may be
               selected by the Continuing Directors from time to time in effect
               in the City of Chicago, less the aggregate amount of any cash
               dividends paid, and the Fair Market Value of any dividends paid
               in other than cash, on each share of Common Stock from the
               Determination Date through the Consummation Date in any amount up
               to but not exceeding the amount of interest so payable per share
               of Common Stock; and

                    (b)  the Fair Market Value per share of Common Stock on the
               Announcement Date or the Determination Date, whichever is higher.
<PAGE>
               (iii)  The aggregate amount of (x) the cash and (y) the Fair
          Market Value, as of the Consummation Date, of the consideration other
          than cash to be received per share by holders of shares of any class
          (or series), other than Common Stock or Excluded Preferred Stock, of
          outstanding capital stock shall be at least equal to the highest of
          the following (in each case appropriately adjusted in the event of any
          stock dividend, stock split, combination of shares or similar event),
          it being intended that the requirements of this paragraph (2)(iii)
          shall be required to be met with respect to every such class (or
          series) of outstanding capital stock whether or not the Interested
          Stockholder or any of its Affiliates has previously acquired any
          shares of a particular class (or series) of capital stock:

                    (a)  the highest per share price (including any brokerage
               commissions, transfer taxes and soliciting dealers' fees) paid by
               the Interested Stockholder or any of its Affiliates for any
               shares of such class (or series) of capital stock acquired by
               them within the two-year period immediately prior to the
               Announcement Date or in any transaction in which it became an
               Interested Stockholder, whichever is higher, plus interest
               compounded annually from the Determination Date through the
               Consummation Date at the publicly announced base rate of interest
               of such major bank headquartered in the City of Chicago as may be
               selected by the Continuing Director from time to time in effect
               in the City of Chicago, less the aggregate amount of any cash
               dividends paid, and the Fair Market Value of any dividends paid
               in other than cash, on each share of such class (or series) of
               capital stock from the Determination Date through the
               Consummation Date in an amount up to but not exceeding the amount
               of interest so payable per share of such class (or series) of
               capital stock;

                    (b)  the Fair Market Value per share of such class (or
               series) of capital stock on the Announcement Date or on the
               Determination Date, whichever is higher; and

                    (c)  the highest preferential amount per share, if any, to
               which the holders of shares of such class (or series) of capital
               stock would be entitled in the event of any voluntary or
               involuntary liquidation, dissolution or winding up of the
               Corporation.

               (iv)  After such Interested Stockholder has become an Interested
          Stockholder and prior to the consummation of such Business
          Combination: (a) except as approved by a majority of the Continuing
          Directors, there shall have been no failure to declare and pay at the
          regular date therefor any full quarterly dividends (whether or not
          cumulative) on any outstanding Preferred Stock; (b) there shall have
          been (I) no reduction in the annual rate of dividends paid on the
          Common Stock (except as necessary to reflect any subdivision of the
          Common Stock), except as approved by a majority of the Continuing
          Directors, and (II) an increase in such annual rate of dividends as
          necessary to reflect any reclassification (including any reverse stock
          split), recapitalization, reorganization or any similar transaction
          which has the effect of reducing the number of outstanding shares of
          the Common Stock, unless the failure so to increase such annual rate
          is approved by a majority of the Continuing Directors; and (c) neither
          such Interested Stockholder nor any of its Affiliates shall have
          become the beneficial owner of any additional shares of Voting Stock
          except as part of the transaction which results in such Interested
          Stockholder becoming an Interested Stockholder; provided, however,
          that no approval by Continuing Directors shall satisfy the
          requirements of this subparagraph (iv) unless at the time of such
          approval there are at least five Continuing Directors.
               (v)  After such Interested Stockholder has become an Interested
          Stockholder, such Interested Stockholder and any of its Affiliates
          shall not have received the benefit, directly or indirectly (except
          proportionately, solely in such Interested Stockholder's or
          Affiliate's capacity as a stockholder of the Corporation), of any
          loans, advances, guarantees, pledges or other financial assistance or
          any tax credits or other tax advantages provided by the Corporation,
          whether in anticipation of or in connection with such Business
          Combination or otherwise.

               (vi)  A proxy or information statement describing the proposed
          Business Combination and complying with the requirements of the
          Securities Exchange Act of 1934, as amended, and the rules and
          regulations thereunder (or any subsequent provisions replacing such
          Act, rules or regulations) shall be mailed to all stockholders of the
          Corporation at least 30 days prior to the consummation of such
          Business Combination (whether or not such proxy or information
          statement is required to be mailed pursuant to such Act or subsequent
          provisions).

               (vii)  Such Interested Stockholder shall have supplied the
          Corporation with such information as shall have been requested
          pursuant to Section E of this Article EIGHTH within the time period
          set forth therein.
<PAGE>
   C.  For the purposes of this Article EIGHTH:

          (1)  A "person" means any individual, limited partnership, general
     partnership, corporation or other firm or entity.
          (2)  "Interested Stockholder" means any person (other than the
     Corporation or any Subsidiary) who or which:

               (i)  is the beneficial owner (as hereinafter defined), directly
          or indirectly, of ten percent or more of the voting power of the
          outstanding Voting Stock; or

               (ii)  is an Affiliate or an Associate (as hereinafter defined) of
          the Corporation and at any time within the two-year period immediately
          prior to the date in question was the beneficial owner, directly or
          indirectly, of ten percent or more of the voting power of the then-
          outstanding Voting Stock; or

               (iii)  is an assignee of or has otherwise succeeded to any shares
          of Voting Stock which were at any time within the two-year period
          immediately prior to the date in question beneficially owned by any
          Interested Stockholder, if such assignment or succession shall have
          occurred in the course of a transaction or series of transactions not
          involving a public offering within the meaning of the Securities Act
          of 1933, as amended.

     Notwithstanding the foregoing, an "Interested Stockholder" shall not
include (a) any person who or which is the beneficial owner, directly or
indirectly, of ten percent or more of the voting power of the outstanding Voting
Stock on the date that the Corporation first has more than 100 stockholders or
(b) any transferee of all or substantially all of the Voting Stock of the
Corporation beneficially owned by such person on such date.

          (3)  A person shall be a "beneficial owner" of, or shall "Beneficially
Own," any Voting Stock:
               (i)  which such person or any of its Affiliates or Associates (as
     hereinafter defined) beneficially owns, directly or indirectly within the
     meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as in
     effect on August 31, 1988; or

               (ii)  which such person or any of its Affiliates or Associates
     has (a) the right to acquire (whether such right is exercisable immediately
     or only after the passage of time), pursuant to any agreement, arrangement
     or understanding or upon the exercise of conversion rights, exchange
     rights, warrants or options, or otherwise, or (b) the right to vote
     pursuant to any agreement, arrangement or understanding (but neither such
     person nor any such Affiliate or Associate shall be deemed to be the
     beneficial owner of any shares of Voting Stock solely by reason of a
     revocable proxy granted for a particular meeting of stockholders, pursuant
     to a public solicitation of proxies for such meeting, and with respect to
     which shares neither such person nor any such Affiliate or Associate is
     otherwise deemed the beneficial owner); or

               (iii)  which is beneficially owned, directly or indirectly,
     within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934,
     as in effect on August 31, 1988, by any other person with which such person
     or any of its Affiliates or Associates has any agreement, arrangement or
     understanding for the purpose of acquiring, holding, voting (other than
     solely by reason of a revocable proxy as described in subparagraph (ii) of
     this paragraph (3)) or disposing of any shares of Voting Stock;

provided, however, that in the case of any employee stock ownership or similar
plan of the Corporation or of any Subsidiary in which the beneficiaries thereof
possess the right to vote any shares of Voting Stock held by such plan, no such
plan nor any trustee with respect thereto (or any Affiliate of such trustee),
solely by reason of such capacity of such trustee, shall be deemed, for any
purposes hereof, to beneficially own any shares of Voting Stock held under any
such plan.

     (4)  For the purposes of determining whether a person is an Interested
Stockholder pursuant to paragraph (2) of this Section C, the number of shares of
Voting Stock deemed to be outstanding shall include shares deemed owned through
application of paragraph (3) of this Section C, but shall not include any other
unissued shares of Voting Stock which may be issuable pursuant to any agreement,
arrangement or understanding, or upon exercise of conversion rights, warrants or
options, or otherwise.
<PAGE>
     (5)  "Affiliate" or "Associate" shall have the respective meanings ascribed
to such terms in Rule 12b-2 of the General Rules and Regulations under the
Securities Exchange Act of 1934, as in effect on August 31, 1988.

     (6)  "Subsidiary" means any corporation, limited partnership, general
partnership or other firm or entity of which a majority of any class of equity
security or other equity interest is owned, directly or indirectly, by the
Corporation; provided, however, that for the purposes of the definition of
Interested Stockholder set forth in paragraph (2) of this Section C, the term
"Subsidiary" shall mean only a corporation, limited partnership, general
partnership or other firm or entity of which a majority of each class of equity
security or other equity interest is owned, directly or indirectly, by the
Corporation.

     (7)  "Continuing Director" means any member of the Board of Directors of
the Corporation who is unaffiliated with the Interested Stockholder and was a
member of the Board of Directors of the Corporation prior to the time that the
Interested Stockholder became an Interested Stockholder, and any director who is
thereafter chosen to fill any vacancy on the Board of Directors or who is
elected and who, in either event, is unaffiliated with the Interested
Stockholder and in connection with his or her initial assumption of office is
recommended for appointment or election by a majority of Continuing Directors
then on the Board of Directors.

     (8)  "Fair Market Value" means: (i) the case of stock, the highest closing
bid quotation with respect to a share of such stock during the 30-day period
preceding the date in question on the National Association of Securities
Dealers, Inc.  Automated Quotation System or any system then in use, or if no
such quotations are available, the highest closing sale price during the 30-day
period immediately preceding the date in question of a share of such stock on
the principal United States securities exchange registered under the Securities
Exchange Act of 1934 on which such stock is listed, or, if such stock is not
listed on any such exchange, the fair market value on the date in question of a
share of such stock as determined by the Board of Directors of the Corporation;
and (ii) in the case of property other than cash or stock, the fair market value
of such property on the date in question as determined by the Board of Directors
of the Corporation in accordance with Section D of this Article EIGHTH.

     (9)  In the event of any Business Combination in which the Corporation
survives, the phrase "consideration other than cash to be received" as used in
paragraphs (2)(ii) and (2)(iii) of Section B of this Article EIGHTH shall
include the shares of Common Stock and/or the shares of any other class (or
series) of outstanding capital stock of the Corporation retained by the holders
of such shares.

     (10)  "Whole Board" means the total number of directors which this
Corporation would have if there were no vacancies.

     (11)  "Excluded Preferred Stock" means any series of Preferred Stock with
respect to which the Preferred Stock Designation creating such series expressly
provides that the provisions of this Article EIGHTH shall not apply.

     D.  A majority of the Whole Board, but only if a majority of the Whole
Board shall then consist of Continuing Directors or, if a majority of the Whole
Board shall not then consist of Continuing Directors, a majority of the then
Continuing Directors, shall have the power and duty to determine, on the basis
of information known to them after reasonable inquiry, all facts necessary to
determine compliance with this Article EIGHTH, including, without limitation,
(i) whether a person is an Interested Stockholder, (ii) the number of shares of
Voting Stock beneficially owned by any person, (iii) whether a person is an
Affiliate or Associate of another, (iv) whether the applicable conditions set
forth in paragraph (2) of Section B have been met with respect to any Business
Combination, and (v) the Fair Market Value of stock or other property in
accordance with paragraph (8) of Section C of this Article EIGHTH.

     E.  A majority of the Whole Board shall have the right to demand, but only
if a majority of the Whole Board shall then consist of Continuing Directors, or,
if a majority of the Whole Board shall not then consist of Continuing Directors,
a majority of the then Continuing Directors shall have the right to demand that
any person who it is reasonably believed is an Interested Stockholder (or holds
of record shares of Voting Stock Beneficially Owned by any Interested
Stockholder) supply this Corporation with complete information as to (i) the
record owner(s) of all shares Beneficially Owned by such person who it is
reasonably believed is an Interested Stockholder, (ii) the number of, and class
or series of, shares Beneficially Owned by such person who it is reasonably
believed is an Interested Stockholder and held of record by each such record
owner and the number(s) of the stock certificate(s) evidencing such shares, and
(iii) any other factual matter relating to the applicability or effect of this
Article EIGHTH, as may be reasonably requested of such person, and such person
shall furnish such information within 10 days after receipt of such demand.
<PAGE>
     F.  Nothing contained in this Article EIGHTH shall be construed to relieve
any Interested Stockholder from any fiduciary obligation imposed by law.

     G.  Notwithstanding any other provisions of this Certificate of
Incorporation or any provision of law which might otherwise permit a lesser vote
or no vote, but in addition to any affirmative vote of the holders of any
particular class or series of the Voting Stock required by law, this Certificate
of Incorporation or any Preferred Stock Designation, the affirmative vote of the
holders of at least eighty percent (80%) of the voting power of all of the then-
outstanding shares of the Voting Stock, voting together as a single class, shall
be required to alter, amend or repeal this Article EIGHTH.

     NINTH:  A. No person who is or was at any time a director of the
Corporation shall be personally liable to the Corporation or its stockholders
for monetary damages for any breach of fiduciary duty by such person as a
director; provided that the provisions of this Article NINTH shall not eliminate
or limit the liability of a director (i) for any breach of the director's duty
of loyalty to the Corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the Delaware General Corporation Law or (iv)
for any transaction from which the director derived an improper personal
benefit.  If the General Corporation Law of the State of Delaware is amended to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the General
Corporation Law of the State of Delaware, as so amended.  No amendment to (if
such amendment would have the effect of increasing the liability or alleged
liability of any director of the Corporation) or repeal of this Section A shall
apply to or have any effect on the liability or alleged liability of any
director of the Corporation for or with respect to any act or omission of such
director occurring prior to such amendment or repeal.

     B.  (1) To the extent permitted by Delaware law from time to time in effect
and subject to the provisions of paragraph (2) of this Section B, the
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the Corporation) by reason of the fact that he
is or was a director, officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, in their respective capacities, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful.  The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.

     (2)  The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation, as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, in their respective capacities, against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation and, except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the Corporation, unless and only to the extent
that the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such court shall deem proper.

     (3)  To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in paragraphs (1) and (2) of this Section
B, or in defense of any claim, issue or matter therein, he shall be indemnified
by the Corporation against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.

     (4)  Any indemnification under paragraphs (1) and (2) of this Section B
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in said paragraphs (1) and (2).  Such
determination shall be made (i) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding or (ii) if such a quorum is not obtainable, or, even if obtainable
and a quorum of disinterested directors so directs, by independent legal counsel
(compensated by the Corporation) in a written opinion, or (iii) by the
stockholders.
<PAGE>
     (5)  Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of the director, officer, employee or agent to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
Corporation as authorized in this Section B.

     (6)  The indemnification and advancement of expenses provided by, or
granted pursuant to, the other paragraphs of this Section B shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any by-law, agreement, vote of the
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.

     (7)  The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of the Delaware General Corporation Law.

     (8)  The indemnification and advancement of expenses provided by, or
granted pursuant to, this Section B shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
     TENTH:  The Board of Directors of the Corporation, in determining what
action it shall take or recommend with respect to any offer or proposal of
another person or entity to (a) make a tender, exchange or similar offer for any
equity security of the Corporation, (b) merge or consolidate the Corporation
with another corporation, (c) purchase or otherwise acquire all or substantially
all of the properties and assets of the Corporation, or (d) otherwise gain
control of the Corporation, shall, in the exercise of its judgment in
determining what is in the best interest of the Corporation and its
stockholders, consider all relevant factors including, without limitation, the
following: (i) the social, legal and economic effect of the offer or proposal on
the employees, dealers, distributors, customers, suppliers and others doing
business with or otherwise affected by the Corporation and its subsidiaries and
on the communities in which the Corporation and its subsidiaries carry on their
business activities; (ii) the consideration being proposed in the offer or
proposal in relation to (A) the then current market price of the Corporation's
equity securities, (B) the future value of the Corporation as an independent
corporation and (C) the then current value of the Corporation in a freely
negotiated transaction; the judgment of the Board of Directors in making the
determination in this subsection (ii) may be based in part on economic and
market conditions, business prospects, internal or independent studies and such
other economic factors and information as the directors shall in good faith deem
relevant; and (iii) relevant aspects of other acquisitions made by such person
or entity and their course of dealing with acquired businesses including the
effect thereof on the business and reputation of the acquired businesses and
their products and the effect of such acquisitions on employees and other
persons affected by the acquired businesses and on the communities in which such
acquired businesses carry on their business activities.

     ELEVENTH:  The Corporation reserves the right to amend, change or repeal
any provision contained in this Certificate of Incorporation, and any other
provisions authorized by the laws of the State of Delaware at the time in force
may be added or inserted, in the manner now or hereafter provided herein or by
statute, and all rights, preferences and privileges of whatsoever nature
conferred upon stockholders, directors or any other persons whomsoever by and
pursuant to this Certificate of Incorporation in its present form or as amended
are granted subject to the rights reserved in this article ELEVENTH.


<PAGE>
                                   EXHIBIT 4C

                          DEKALB GENETICS CORPORATION
                      NINTH AMENDMENT TO CREDIT AGREEMENT


Harris Trust and Savings Bank
Chicago, Illinois

Bank of America National Trust & Savings Association
(Successor by Merger with Bank of America, Illinois)
Chicago, Illinois

First Chicago NBD (Successor by Merger with NBD Bank, N.A.)
Chicago, Illinois

Ladies and Gentlemen:

Reference is hereby made to that certain Credit Agreement dated as of January
15, 1992, as amended (the "Credit Agreement") among the undersigned, DEKALB
GENETICS CORPORATION, a Delaware corporation (the "Company"), you (the "Banks")
and Harris Trust and Savings Bank, as agent for the Banks (the "Agent").  All
defined terms used herein shall have the same meaning as in the Credit Agreement
unless otherwise defined herein.

The Banks extend a $50,000,000 revolving credit and competitive bid facility to
the Company on the terms and conditions set forth in the Credit Agreement.  The
Company and the Banks now wish to amend the Credit Agreement in the manner set
forth in this Amendment.

1.   AMENDMENTS.

Upon satisfaction of all of the conditions precedent set forth in Section 2
hereof, the Credit Agreement shall be amended as follows:

     1.1  Section 1.1(a) of the Credit Agreement is amended by replacing the
          date "December 31, 1999" appearing therein with the date "December 31,
          2002".

     1.2  Section 8.4(a) of the Credit Agreement is amended by replacing the
          word `monthly'' appearing therein in the second and third lines with
          the word `quarterly''.

     1.3  Section 8.8 of the Credit Agreement is deleted.

     1.4  Section 8.9 of the Credit Agreement is amended by replacing the figure
          `$85,000,000'' appearing therein on the last line with the figure
          `$115,000,000''.

     1.5  Section 8.11 of the Credit Agreement is deleted.
     1.6  Section 8.16 of the Credit Agreement is amended by replacing the
          figure `5%'' appearing therein on the first line of the last
          paragraph with the figure `10%''.

2.   Conditions Precedent

The effectiveness of this Amendment is subject to the satisfaction of all of the
following conditions precedent:

     2.1  The Company and each of the Banks shall have executed this Amendment
     (such execution may be in several counterparts and the several parties
     hereto may execute on separate counterparts).
<PAGE>
     2.2  Each Guarantor Subsidiary shall have executed and delivered to the
     Banks the Guarantors' Consent in the form set forth below.

     2.3  Each of the representations and warranties set forth in Section 6 of
     the Agreement shall be true and correct, except the Partnership was
     dissolved in August 31, 1993, and the business of the former Partnership is
     now operated as a division of the Company.

     2.4  The Company shall be in full compliance with all of the terms and
     conditions of the Agreement and no Event of Default or Potential Default
     shall have occurred and be continuing thereunder or shall result after
     giving effect to this Amendment.

3.   MISCELLANEOUS

     3.1  Except as specifically amended herein the Credit Agreement shall
     continue in full force and effect in accordance with its original terms.
     Reference to this specific Amendment need not be made in any note,
     document, letter, certificate, the Credit Agreement itself, the Notes, or
     any communication issued or made pursuant to or with respect to the Credit
     Agreement or the Notes, any reference to the Credit Agreement or Notes
     being sufficient to refer to the Credit Agreement as amended hereby.

     3.2  This Amendment may be executed in any number of counterparts, and by
     the different parties on different counterparts, all of which taken
     together shall constitute one and the same Agreement.  Any of the parties
     hereto may execute this Amendment by signing any such counterpart and each
     of such counterparts shall for all purposes be deemed to be an original.
     This Amendment shall be governed by the internal laws of the State of
     Illinois.


<PAGE>
Dated as of July 31, 1997.

                              DEKALB GENETICS CORPORATION


                              By:

                              Its: Vice President

Accepted as of the date last written above.

                              HARRIS TRUST AND SAVINGS BANK


                              By:
                              Its:


                              BANK OF AMERICA NATIONAL TRUST &
                              SAVINGS ASSOCIATION
                              (Successor by Merger with Bank of
                               America, Illinois)



                              By:

                              Its:


                              FIRST CHICAGO NBD
                              (Successor by Merger with NBD Bank, N.A.)


                              By:

                              Its:
<PAGE>
                       GUARANTORS' CONSENT


The undersigned, DEKALB Swine Breeders, Inc., and DEKALB Holdings, Inc., each of
which has executed and delivered to the Banks a Guaranty Agreement dated as of
January 15, 1992, hereby consent to the amendment of the Credit Agreement as set
forth above.  The undersigned further agree that the consent of the undersigned
to any further amendments of the Credit Agreement shall not be required as a
result of this consent having been obtained, except to the extent, if any,
required by the Guaranty Agreements referred to above.

Dated as of July 31, 1997.

                              DEKALB SWINE BREEDERS, INC.


                              By:

                              Its: Vice President


                              DEKALB HOLDINGS, INC.


                              By:

                              Its: Vice President


<PAGE>
                           EXHIBIT 11
                   DEKALB Genetics Corporation
         STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
           years ended August 31, 1997, 1996 and 1995
         (Dollars in thousands except per share amounts)
<TABLE>
<CAPTION>
PRIMARY EARNINGS PER SHARE:
                                1997         1996         1995

<S>                           <C>          <C>          <C>
  Average shares              34,250,5     32,515,7     30,981,0
outstanding*                        22           43            14

  Net average additional
shares outstanding
   assuming dilutive options
exercised
   and proceeds used to
purchase treasury
   stock at average market    1,509,94     1,060,65       572,873
price*                               6            5


  Average number of common
and common
   equivalent shares          35,760,4     33,576,3     31,553,8
outstanding                         68           98            87



  Net earnings for primary
earnings per share
   computation                       $            $             $
                                28,781       17,025        10,758
  Primary earnings per        $   0.80     $   0.51      $   0.34
share*



*Earnings per share and all share amounts have been adjusted to reflect the two-for-one split of the Common
   Stock to holders of record July 25, 1997 and the three-for-one split of the Common Stock to holders of
   record May 10, 1996.
</TABLE>




<PAGE>

                                   EXHIBIT 21

                  Subsidiaries of DEKALB Genetics Corporation

The following table sets forth principal subsidiaries of the registrant and
indicates as to each such subsidiary the state or other jurisdiction under the
laws of which it was organized and the percentage of voting securities thereof
owned by the registrant.


                                                Percentage
                                 Jurisdictio        of
                                      n           Voting
                                     of         Securities
                                 Incorporati     Owned by
                                     on             the
                                                Registrant


DEKALB Swine Breeders, Inc.      Delaware          100%
DEKALB Argentina S.A.            Argentina         100%
DEKALB Canada Inc.               Ontario           100%
DEKALB Italia S.p.A.             Italy             100%
The foregoing list does not name certain subsidiaries of subsidiaries and
certain companies reported on the equity basis as in the aggregate they are not
considered significant.

No financial statements are filed for companies in which the registrant
recognizes equity in undistributed earnings because all such companies in the
aggregate are not considered significant.





                                   EXHIBIT 23

                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent public accountants, we hereby consent to the incorporation of our
report dated October 3, 1997, included in this Form 10-K, into the DEKALB
Genetics Corporation's previously filed Registration Statements No. 33-24875,
No. 33-33305 and No. 33-39986 on Form S-8.





ARTHUR ANDERSEN LLP

Chicago, Illinois