<PAGE>
                                  SCHEDULE 14A

                                 (RULE 14A-101)

                            Information Required in
                                Proxy Statement
                            Schedule 14A Information

     Proxy Statement Pursuant to Section 14(a) of the Securities
     Exchange Act of 1934 (Amendment No. -  )

Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [    ]

Check the appropriate box:
[ X ]  Preliminary Proxy Statement
[    ]  Definitive Proxy Statement
[    ]  Definitive Additional Materials
[    ]  Soliciting Material pursuant to Rule 14a-11(c) or Rule 14a-12
[    ]  Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))

     DEKALB GENETICS CORPORATION

     (Name of Registrant as Specified in Its Charter)





     (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[ X ]     No fee required.
[    ]    Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-
     11.
     1) Title of each class of securities to which transaction applies:
     2) Aggregate number of securities to which transaction applies:
     3) Per unit price or other underlying value of transaction computed
         pursuant to Exchange Act Rule 0-11:  (Set forth the amount on which the
     filing fee is     calculated and state how it was determined.)
     4) Proposed maximum aggregate value of transaction:
     5) Total fee paid:


[    ]    Fee paid previously with preliminary materials.
[    ]    Check box if any part of the fee is offset as provided by Exchange Act
     Rule
     0-11(a)(2) and identify the filing for which the offsetting fee was paid
     previously.  Identify the previous filing by registration statement number,
     or the Form or Schedule and the date of its filing.

     1) Amount Previously Paid:
     2) Form, Schedule or Registration Statement No.:
     3) Filing Party:
     4) Date Filed:

                                       2




<PAGE>

     DEKALB Genetics Corporation



     NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

     January 20, 1998


     The Annual Meeting of Stockholders of DEKALB Genetics Corporation (the
"Company") will be held at the DeKalb County Farm Bureau, 1350 West Prairie
Drive, Sycamore, Illinois 60178, on Tuesday, January 20, 1998 at 3:00 p.m.,
Central Standard Time, for the following purposes:

     (1)  To elect four directors.

     (2)  To approve proposed amendment to the Restated Certificate of
        Incorporation of DEKALB Genetics Corporation.

     (3)  To approve amended and restated DEKALB Genetics Corporation Long-Term
        Incentive Plan.

     (4)  To transact such other business as may properly come before the
        meeting or any adjournment or adjournments thereof.

                                       3
     Enclosed herewith is a Proxy Statement setting forth information with
respect to the election of directors, the approval of the amendment to the
Restated Certificate of Incorporation, the approval of the amended and restated
Long-Term Incentive Plan and certain other information.

     Only stockholders holding shares of Class A Common Stock of record at the
close of business on November 21, 1997 will be entitled to vote at the meeting.

     Class A Stockholders, whether or not they expect to be present at the
meeting, are requested to sign and date the enclosed proxy and return it
promptly in the envelope enclosed for that purpose.  Any person giving a proxy
has the power to revoke it at any time, and stockholders who are present at the
meeting may withdraw their proxies and vote in person.

                              By Order of the Board of Directors


                              John H. Witmer, Jr., Secretary



November 24, 1997









                                       4
     DEKALB Genetics Corporation
     3100 Sycamore Road
     DeKalb, Illinois 60115

     PROXY STATEMENT
     for
     ANNUAL MEETING OF STOCKHOLDERS

     This Proxy Statement is furnished in connection with the solicitation of
proxies for use at the Annual Meeting of Stockholders of DEKALB Genetics
Corporation (the "Company") to be held on January 20, 1998, or at any
adjournment or adjournments thereof, at the time and place and for the purposes
set forth in the accompanying Notice of Annual Meeting of Stockholders.  The
principal executive offices of the Company are located at 3100 Sycamore Road,
DeKalb, Illinois 60115.

     The accompanying proxy is solicited on behalf of the Board of Directors of
the Company and is revocable at any time before it is exercised by written
notice of revocation given to the Secretary of the Company or by filing with him
a later dated proxy.  All shares of the Company's Class A Common Stock, without
par value, represented by properly executed and unrevoked proxies will be voted
if such proxies are received in time for the meeting.  Such proxies and this
Proxy Statement are being sent to stockholders on or about November 24, 1997.


     OUTSTANDING SHARES AND VOTING RIGHTS


     Only holders of shares of Class A Common Stock of record at the close of
business on November 21, 1997 will be entitled to vote at the meeting.  At the
record date, there were outstanding           shares of Class A Common Stock.
                                    ---------
In addition, the Company had outstanding on such date            shares of Class
                                                      ----------
B Common Stock which are not entitled generally to vote.  Each share of Class A
Common Stock is entitled to one vote upon each matter to be voted on at the
meeting.  Stockholders do not have the right to cumulate votes in the election
of directors and directors will be elected by a plurality of the votes cast.
Consequently, votes that are withheld in the election of directors and broker
non-votes will not affect the outcome of the election of directors.


     COST AND METHOD OF PROXY SOLICITATION


     The Company will bear the cost of the solicitation.  In addition to
solicitation by mail, the Company will supply banks, brokers, dealers and other
custodian nominees and fiduciaries with proxy materials to enable them to send a
copy of such material by mail to each beneficial owner of shares of the
Company's Class A Common Stock which they hold of record and will, upon request,
reimburse them for their reasonable expenses in so doing.


     INFORMATION CONCERNING NOMINEES FOR DIRECTOR AND
     OTHER DIRECTORS WHO WILL CONTINUE IN OFFICE


     At the meeting, three directors (Bruce P. Bickner, Dr. Charles J. Arntzen
and Virginia Roberts Holt) are to be elected to hold office for a term of three
years or until his or her successor is duly elected and qualified.  H. Blair
White became 70 years of age during August, 1997.  However, in accordance with
the provisions of the By-Laws of the Company, the Board of Directors waived the
age limitation to permit Mr. White to be nominated for, and if elected, to
serve, an additional year.  Accordingly, Mr. White has been nominated to the
class of directors whose terms will expire in 1999 and the Board has increased

                                       2
the size of such class by one and decreased by one the size of the class of
directors whose terms expire in 2001.

     Proxies submitted pursuant to this solicitation will be voted, unless
specified otherwise, for the election of the four persons named as nominees,
each of whom has served continuously as a director of the Company since the date
indicated below.  All nominees were elected as directors by vote of the
stockholders.  In the event any of the nominees, all of whom have expressed an
intention to serve if elected, fail to stand for election, the persons named in
the enclosed form of proxy may vote for substitute nominees in their discretion.

     There are eight directors whose present terms of office will continue after
the meeting until 1999 or 2000, as indicated below.  Each has served
continuously as a director of the Company since the date indicated beside his or
her name.
<PAGE>
     Also set forth below is the principal occupation of each nominee and
continuing director during the past five years.













                                       3
<TABLE>
<CAPTION>
                                                    Age          Director Since

        Name and Principal Occupation


<S>                                                 <C>               <C>

Nominee for Director Whose Term Will Expire in
1999:

H. Blair White                                      70          August 29, 1988
     Mr. White is Of Counsel to Sidley &
     Austin, a law firm that provides legal
     services to the Company. Mr. White is
     Chairman of the Compensation Committee
     and of the Executive Committee.


Nominees for Director Whose Terms Will Expire
in 2001:

Bruce P. Bickner                                    54           June 15, 1988
     Mr. Bickner is Chairman and Chief
     Executive Officer of the Company.  Mr.
     Bickner was Chairman of the Board and
     Chief Executive Officer of DEKALB Energy
     Company until November 1992. He is a
     director of Castle BancGroup, Inc. and
     NICOR Inc. Mr. Bickner is a member of the
     Executive Committee.

Dr. Charles J. Arntzen                              56           August 1, 1990
     Dr. Arntzen is President and Chief
     Executive Officer of the Boyce Thompson
     Institute for Plant Research, Inc.  He
     was Manager, Plant Biotechnology Program,
     Institute of Biosciences and Technology
     of Texas A & M University until he
     assumed his present position in August
     1995.  He also serves on the University
     of Chicago's Board of Governors for the
     Argonne National Laboratory. Dr. Arntzen
     is Chairman of the Audit Committee.

                                                    42          January 16, 1996

Virginia Roberts Holt
     Mrs. Holt is President of Charles A. Lowe
     & Associates, an audiology practice.















                                                                 2



Directors Whose Terms Will Expire in 1999:          66          August 29, 1988

Allan Aves
     Mr. Aves is a farmer and is a director of
     the Illinois Farm Bureau, the former
     President and a director of the DeKalb
     County Farm Bureau and the former
     President and Chairman of the Board of
     the American Soybean Association.  He is
     a member of the Audit Committee.

Douglas C. Roberts                                  45          August 29, 1988
     Mr. Roberts is Vice President-Marketing
     of the Company.  He held the position of
     Director, U.S. Business Units of the
     Company's seed division from May 1993
     until February 1995 when he was elected
     to his present position. He was Corn
     Product Director of the Company's seed
     division until May 1993.  Mr. Roberts is
     a member of the Executive Committee.

Paul H. Hatfield                                    61          October 13, 1992
     Mr. Hatfield is Chairman, President and
     Chief Executive Officer of Petrolite
     Corporation, a manufacturer of specialty
     chemicals.  He was Chairman of Hatfield
     Capital Group, a private investment
     company, from February 1995 until
     November 1995.  He was Vice President of
     Ralston Purina Company and President and
     Chief Executive Officer of Protein
     Technologies International until February
     1995.  He is a director of Petrolite
     Corporation and PENWEST, Ltd.  Mr.
     Hatfield is a member of the Audit
     Committee.

Dr. Robert T. Fraley                                44           April 16, 1996
     Dr. Fraley is Co-President, Ag Sector, a
     Unit of Monsanto Company.  Until he
     assumed his present position in        ,
                                     -------
     1997, he was President of Ceregen, a unit
     of Monsanto Company that develops
     chemical, biotechnology and seed products
     for agriculture.  He was Group Vice
     President and General Manager of the New
     Products Division of Monsanto Company
     until January 1995.  He was Vice
     President of Technology  with
     responsibility for crop chemical and
     plant biotechnology research and
     development for The Agricultural Group of
     Monsanto Company until February 1993.  He
     is a director of Calgene, Inc.  Dr.
     Fraley is a member of the Executive
     Committee.

Directors Whose Terms Will Expire in 2000

Tod R. Hamachek                                     51            June 1, 1992
     Mr. Hamachek is President and Chief
                                                                 2
     Executive Officer of PENWEST, Ltd., a
     leading supplier of corn-based specialty
     products for the paper industry, food
     grade starches for the food and
     confectionery industries, and non-active
     ingredients for the pharmaceutical
     industry. He is a director of PENWEST,
     Ltd., Northwest Natural Gas Company and
     The Seattle Times Co.  Mr. Hamachek is a
     member of the Compensation Committee.

John T. Roberts                                                   July 1, 1993
     Mr. Roberts is a Private Investor.  He
     was Chief Financial Officer and Treasurer
     of Quest Environmental Resources
     Corporation until July 1997.  Mr. Roberts
     is a member of the Compensation                39
     Committee.

Richard O. Ryan                                     55           June 15, 1988
     Mr. Ryan is President and Chief Operating
     Officer of the Company.  Mr. Ryan is a
     member of the Executive Committee.

William M. Ziegler                                  40          January 13, 1997
     Mr. Ziegler is Special Projects Director
     for the Ag Sector of Monsanto Company.
     He was Special Projects Director of
     Ceregen, a unit of Monsanto Company that
     develops chemical, biotechnology and seed
     products for agriculture until he assumed
                                                                 3
     his present position in              ,
                             -------------
     1997.  He was Business Director, Corn and
     Soybeans of Ceregen until November 1996.
      He was with Booz, Allen & Hamilton until
     March 1993.


























                                                                 4
</TABLE>

<PAGE>
                       BOARD OF DIRECTORS AND COMMITTEES

     The business of the Company is managed by or under the direction of the
Board of Directors.  The Board has established several committees whose
principal functions are briefly described below.  During fiscal 1997, the Board
of Directors held four meetings.  All of the directors attended at least 75
percent of the meetings of the Board and of the Committees on which they served
during the year.  Directors who are not employees of the Company or nominees of
Monsanto Company are paid $14,000 annually, plus $1,000 per day for attending
meetings of the Board of Directors, meetings of the committees of the Board of
Directors or for attending other meetings at the request of the Company, plus
expenses for attending meetings.  An additional fee of $1,000 per year is paid
to each of the Chairmen of the Executive, Compensation and Audit Committees.

     Pursuant to the DEKALB Genetics Corporation Director Stock Option Plan (the
"Director Plan"), directors who are not officers or employees of the Company or
nominees of Monsanto Company may elect to receive options to purchase shares of
Class A Common Stock of the Company in lieu of cash compensation ("Director
Options").  The number of shares of Class A Common Stock subject to each
Director Option shall be equal to the nearest number of whole shares determined
by dividing the amount of the Annual Retainer and Meeting Fees by 25 percent of
the Fair Market Value (as defined below) of a share of Class A Common Stock on
the date of the annual meeting of stockholders of the Company.  For purposes of
the Director Plan, the "Annual Retainer" is equal to the amount the director
will be entitled to receive for serving as a director in the relevant year and
the "Meeting Fees" are equal to the amounts the director will be entitled to
receive for attendance at all regularly scheduled meetings of the Board of
Directors or any committee of the Board of Directors of which he is a member in
the relevant year.  If a director does not attend such a Board of Directors or
committee meeting (including non-attendance because any meeting was not held),
the director will forfeit that portion of the Director Options related to the
Meeting Fees for that meeting.  The per share exercise price of the Class A
Common Stock subject to each Director Option will be 75 percent of the Fair
Market Value of a share of Class A Common Stock on the date prior to the date
such Director Option was granted.  Under the Director Plan, the "Fair Market
Value" of a share of Class A Common Stock is the last price per share at which a
share of the Company's Class B Common Stock is sold in the regular way on the
New York Stock Exchange on the day prior to the day each Director Option is
granted, or, in the absence of any reported sales on such day, the first
preceding day on which there were such sales.

     The Executive Committee is authorized to act in lieu of the Board between
meetings of the Board and recommends to the Board nominees for the Board.  The
Executive Committee will consider suggestions for Board nominees by shareholders
if such suggestions are received in writing by the Secretary of the Company on
or before May 31 of each year.  The Executive Committee held     meetings during
                                                             ---
fiscal 1997.

     The Audit Committee reviews periodically with independent auditors the
performance of the services for which such auditors are engaged, including
reviewing the scope of the annual audit and its results, reviewing the adequacy
of the Company's internal accounting controls with management and auditors, and
reviewing fees charged by the Company's independent auditors. The Audit
Committee held three meetings during fiscal 1997.

     The Compensation Committee reviews and recommends to the Board of Directors
compensation to be paid to senior officers of the Company.  During fiscal 1997,
the Compensation Committee held four meetings.  Certain members of the Board of
Directors serve, along with officers of the Company, on committees administering
various employee benefit plans of the Company.
<PAGE>
     APPROVAL OF PROPOSED AMENDMENT TO THE RESTATED
                                       2
     CERTIFICATE OF INCORPORATION

     The Board of Directors has approved an amendment to the Company's Restated
Certificate of Incorporation (the "Proposed Amendment") to increase the number
of authorized shares of Class A Common Stock to 35,000,000 and to increase the
number of authorized shares of Class B Common Stock to 130,000,000.  The
Proposed Amendment is set forth in Exhibit A to this Proxy Statement and the
description of the Proposed Amendment contained herein is qualified in its
entirety by reference to the full text of such Exhibit A.


PURPOSES AND EFFECT OF THE PROPOSED AMENDMENT

     The Restated Certificate of Incorporation of the Company currently provides
that the total number of shares of Class A Common Stock that the Company is
authorized to issue is 15 million and that the total number of shares of Class B
Common Stock that the Company is authorized to issue is 40 million.  In
addition, the Restated Certificate of Incorporation provides that the Company is
authorized to issue 500,000 shares of Preferred Stock.

     At the Record Date,            shares of Class A Common Stock were issued
                         ----------
and outstanding and reserved for issuance.  At the Record Date,
                                                                ----------
shares of Class B Common Stock were issued and outstanding and reserved for
issuance.  No shares of Preferred Stock of the Company were issued or
outstanding or reserved for issuance.  Accordingly, at the Record Date the
Company had available for issuance an aggregate of only      shares of Class A
                                                        ----
Common Stock and      shares of Class B Common Stock.
                 ----

     The Proposed Amendment provides that the authorized capital stock of the
Company consists of a total of            million shares, consisting of (i)
                               ----------

                                       3
           million shares of Class A Common Stock, (ii)            million
----------                                              ----------
shares of Class B Common Stock and (iii) 500,000 shares of Preferred Stock.

     The purpose of the proposed increase in the number of authorized shares of
Class A and Class B Common Stock of the Company is to ensure that additional
shares will be available, if and when needed, for issuance from time to time for
any proper purpose approved by the Board of Directors.  Although there are no
present arrangements, agreements or understandings for the issuance of
additional shares of Class A or Class B Common Stock (other than the shares
previously reserved for issuance, which are included in the share numbers listed
above), the Board of Directors believes that the availability of the additional
authorized shares for issuance upon approval of the Board without the necessity
for, or the delay inherent in, a meeting of the stockholders of the Company will
be beneficial to the Company and its stockholders by providing the Company with
the flexibility required to promptly consider and respond to future business
opportunities and needs as they arise.

     If the Proposed Amendment is approved by the holders of Class A Common
Stock, the Board of Directors does not presently intend to seek further
stockholder approval with respect to any particular issuance of shares, unless
required by applicable law, by regulatory authorities, or by the policies, rules
and regulations of the New York Stock Exchange or such other stock exchange on
which the securities of the Company may then be listed.

     Stockholders of the Company do not have any preemptive or similar rights to
subscribe for or purchase any additional shares that may be issued in the future
and, therefore, future issuances, depending upon the circumstances, may have a
dilutive effect on the earnings per share, book value per share, voting power
and other interests of the existing stockholders.


                                       4
     The proposed increase in the authorized number of shares could have an
anti-takeover effect, although that is not its purpose.  For example, if the
Company were the subject of a hostile takeover attempt, it could try to impede
the takeover by issuing shares of Class A Common Stock, thereby diluting the
voting power of the other outstanding shares of Class A Common Stock and
increasing the potential cost of the takeover.  The availability of this
defensive strategy could discourage unsolicited takeover attempts, thereby
limiting the opportunity for the stockholders to realize a higher price for
their shares than might otherwise be available in the public markets.  The Board
of Directors is not aware of any attempt, or contemplated attempt, to acquire
control of the Company, and this proposal is not being presented for the purpose
of creating an anti-takeover device.


VOTES REQUIRED FOR APPROVAL

     Approval of the Proposed Amendment requires the affirmative vote of the
holders of a majority of the outstanding shares of Class A Common Stock entitled
to vote at the meeting.  Consequently, shares of Class A Common Stock which are
voted to abstain from voting on the approval of the Proposed Amendment and
shares which are not voted with respect to such approval (including broker non-
votes) will have the effect of a vote against the Proposed Amendment.


   THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" APPROVAL OF THE
                              PROPOSED AMENDMENT.

                        APPROVAL OF AMENDED AND RESTATED
                            LONG-TERM INCENTIVE PLAN


                                       5
     The Board of Directors has amended and restated the DEKALB Genetics
Corporation Long-Term Incentive Plan.  Such Incentive Plan was originally
approved in 1988 by the then sole stockholder of the Company and was amended
with stockholder approval in 1992 to authorize certain grants thereunder and in
1996 to increase the number of shares available for grant thereunder and to
place limitations on the number of shares subject to awards and on the number of
shares subject to awards to any participant in any year.  Such Incentive Plan,
as amended and restated (the "Plan"), is set forth in Exhibit B to this Proxy
Statement and the description of the Plan contained herein is qualified in its
entirety by reference to the full text of such Exhibit B.  The changes to the
Plan since the amendments last approved by the stockholders are indicated by
boldfaced type on Exhibit B.
<PAGE>
     The purpose of the Plan is to advance the interests of the Company, its
shareholders and its subsidiaries by attracting, retaining and stimulating the
performance of officers and other key employees of the Company and consultants
and other advisors to the Company and to encourage and enable such individuals
to acquire and retain a proprietary interest in the Company.  The Plan provides
that it is administered by the Stock Option Committee appointed by the Board of
Directors of the Company (the "Committee") and that the Committee has sole
discretion and authority to determine from among eligible officers, key
employees, consultants and advisors to whom and the time or times at which stock
options ("Options"), restricted stock ("Restricted Stock") and stock
appreciation rights ("SARs") under the Plan may be granted or awarded, the
number of shares of Class A or Class B Common Stock to be subject to each
Option, SAR or Restricted Stock award and all other determinations necessary or
advisable in the administration of the Plan.  Each grant of an Option or SAR and
each award of Restricted Stock under the Plan shall be on such terms and
provisions consistent with the Plan as the Committee may determine.  The Plan
also permits the grant of stock indemnification rights although the Committee
does note anticipate that it will grant stock indemnification rights.
                                       6

     The maximum number of shares of Class A and Class B Common Stock of the
Company authorized and reserved for issuance under the Plan is equal to
4,405,830, subject to adjustment in the event of certain changes in the
Company's corporate structure or capital stock.  If an Option or SAR terminates
for any reason without being wholly exercised or if Restricted Stock is
forfeited for any reason, the number of shares subject to such Option or SAR and
not purchased pursuant to such Option or SAR or the number of shares of such
forfeited Restricted Stock again becomes available for future grants under the
Plan.

     The Plan provides that no Option, SAR or Restricted Stock may be granted or
awarded if and to the extent that such grant or award would cause the total
number of shares of Common Stock subject to then outstanding and unexercised
Options and SARs, plus the total number of shares of Restricted Stock awarded
under the Plan (other than shares no longer subject to restrictions under the
Plan) to exceed 81/2% of the total number of shares of Common Stock outstanding
at the time of such grant or award.  In addition, the maximum number of shares
of Common Stock available for grants or awards to any participant in any fiscal
year shall not exceed 300,000 shares (subject to adjustment as provided in the
Plan).

     Grants of Options and SARs.  The Plan provides for the granting of Options
through either incentive stock options as defined under Section 422A of the Code
("ISOs") or nonqualified stock options.

     The per share exercise price of Common Stock subject to Options will be
determined by the Committee, but such price shall not be less than the last
price per share at which the Class B Common Stock is sold in the regular way on
the New York Stock Exchange on the day the Option is granted, or, in the absence
of any reported sales on such day, the first preceding day on which there were
                                       7
such sales (the "Fair Market Value").  If the Class B Common Stock is not listed
on the New York Stock Exchange, the Committee may determine the Fair Market
Value of such Options or SARs in any way it considers appropriate.

     The Plan provides that the Committee may grant an SAR with respect to an
Option (concurrently with the grant of such Option or at a later time and as to
all or any portion of the shares subject to such Option) or alone.  An SAR is a
right to receive, without payment to the Company, a number of shares of Common
Stock or cash or any combination thereof.  The Plan provides that upon the
exercise of an SAR the number of shares of Common Stock which shall be issuable
shall be determined by dividing (i) the number of shares of Common Stock as to
which the SAR is exercised, multiplied by the amount by which the Fair Market
Value of the shares of Common Stock subject to the SAR on the exercise date
exceeds either (A) in the case of an SAR related to an Option, the purchase
price of the shares under such Option or (B) in the case of an SAR which is not
related to an Option, an amount equal to the Fair Market Value of the Common
Stock on the date of grant, by (ii) the Fair Market Value of a share of Common
Stock on the exercise date.  The Plan provides that in lieu of issuing shares of
Common Stock upon the exercise of an SAR, the Committee may elect to pay cash or
any combination of cash and shares of Common Stock equal to the Fair Market
Value on the exercise date of any or all of the shares which would otherwise be
issuable.

     The term of each Option or SAR granted shall be determined by the
Committee, provided that (i) except as otherwise provided in the Plan, the
Committee may, in its discretion, terminate outstanding Options or SARs or
accelerate the exercise dates thereunder, upon 60 days written notice to the
participant, (ii) the period during which each ISO shall be exercised shall be
not late than ten years from the date of grant and (iii) the term of each SAR
shall not exceed ten years and one day from the date of grant.

                                       8
     Options and SARs may not be exercised unless and until the participant has
remained in the employ of the Company or its subsidiaries for six months (or
such longer term as may be established by the Committee) from the date of grant,
except in the case of the participant's death, retirement on or after his sixty-
fifth birthday or permanent and total disability of the participant within such
six-month period. If a participant dies at any time after his Option or SAR is
granted and while in the employ of the Company or its subsidiaries  or within 60
days after termination of such employment, the executor or administrator of such
participant's estate or a permitted transferee shall have the right, for a
three-year period after the date of the participant's death, to exercise the
Option or SAR, subject to the provisions described in the preceding paragraph.
If a participant dies within 60 days after the termination of his employment the
Option or SAR may be exercised only to the extent it was exercisable at the date
of termination of employment and not exercised.  If a participant retires on or
after his sixty-fifth birthday or becomes permanently and totally disabled at
any time after an Option or SAR is granted, the participant shall have the
right, during the three-year period after such retirement or disability to
exercise the Option or SAR, subject to the provisions described in the preceding
paragraph.
<PAGE>
     If, on or after six months from the date of grant of an Option or SAR (or
such longer time as may be established by the Committee), the participant's
employment is terminated for any reason, other than (i) death, (ii) permanent
and total disability, (iii) retirement on or after age 65, (iv) retirement on or
after age 55, (v) retirement on or after age 50 but on or after a date on which
a participant's age plus years of service equals or exceeds 65, (vi) a
separation negotiated and agreed to between a participant and the Company, (vii)
voluntary resignation, (viii) elimination of a participant's position at the
Company,  (ix) poor job performance or (x) serious misconduct, then the
participant shall have the right, during the 60-day period after such
termination, to exercise the Option or SAR to the extent it was exercisable and
                                       9
not exercised prior to the date of such termination.  If a participant's
employment with the Company or its subsidiaries is terminated for "serious
misconduct" (including, but not limited to, embezzlement or misappropriate of
corporate funds, other acts of dishonesty, significant activities harmful to the
reputation of the Company or its subsidiaries, a significant violation of the
Company or subsidiary policy, willful refusal to perform, or substantial
disregard of, the duties properly assigned to the participant, or a significant
violation of any contractual, statutory or common law duty of loyalty to the
Company or its subsidiaries), the right to exercise the Option or SAR shall
immediately terminate and all rights thereunder shall cease.

     If a participant's employment is terminated because either (i) the
participant retires on or after age 55, (ii) the participant retires on or after
age 50 but on or after a date on which such participant's age plus years of
service equals or exceeds 65 or (iii) the position held by the participant is
eliminated by the Company, then the participant will have the right, during the
one-year period after such termination to exercise the Option or SAR.  If a
participant's employment is terminated on a basis negotiated and agreed to by
the Company and the participant, then the participant will have the right during
a period ending after such termination determined by the Committee (not longer
than three years or shorter than 60 days) to exercise the Option or SAR.  If a
participant's employment is terminated because the participant voluntarily
resigns or because of poor job performance, then the participant will have the
right, during the 60-day period after such termination, to exercise the Option
or SAR.

     No Option or SAR may be sold, transferred, pledged, assigned or otherwise
alienated or hypothecated except (i) by will or by the laws of descent and
distribution, (ii) pursuant to a domestic relations order, (iii) to one or more
of the participant's Immediate Family Members, (iv) to a trust or trusts for the
exclusive benefit of one or more of the participant's Immediate Family Members,
                                       10
(v) to a partnership or limited liability company in which one or more of the
participant's Immediate Family Members are the only partners or members, (vi) to
a person for whom the participant is the legal guardian and (vii) to such other
persons or entities approved in advance by the Committee.  An "Immediate Family
Member" is any child, stepchild, grandchild, sibling, spouse of any of the
foregoing, spouse, parent, stepparent, grandparent, mother-in-law, niece,
nephew, aunt or uncle and shall include adoptive relationships.

     The Plan provides that a participant, whether or not his Options are
exercisable, shall, in the sole discretion of the Committee (determined either
at the date of grant of an Option or thereafter), be entitled to receive a cash
payment from the Company, as and when cash dividends are payable to holders of
Common Stock, in an amount equal to the cash dividend which would be paid to
such participant in respect of all shares subject to such Options were such
participant the holder of such shares on the record date for such cash dividend.

     The Plan contains additional provisions restricting the grants of and the
terms of grants of ISOs.

     Awards of Restricted Stock.  The Plan provides that the Committee may grant
awards of shares of Restricted Stock in such amounts and on such terms and
conditions as it may determine.  In addition to the restrictions on transfer
described below, the Committee may impose other restrictions on shares of
Restricted Stock, including restrictions under federal and state securities laws
and under the requirements of any stock exchange or association on which the
Common Stock is then listed.

     Shares of Restricted Stock may not be sold, transferred, pledged, assigned
or otherwise alienated or hypothecated for such period of time, not exceeding
ten years, as the Committee shall determine (the "Restricted Period"), subject
to earlier satisfaction of other conditions as specified by the Committee.  If
                                       11
the holder of Restricted Stock retires on or after his sixty-fifth birthday or
if such a holder's employment terminates during the Restricted Period because of
his death or permanent and total disability, the Restricted Period shall lapse
and, except for any other restrictions imposed on the Restricted Stock by the
Committee, the shares of Restricted Stock shall be free of restrictions and
freely transferable.  If a holder of Restricted Stock terminates his employment
during the Restricted Period for any reason other than as described in the
preceding sentence, any shares of Restricted Stock subject to restrictions at
the date of such termination shall be forfeited and returned to the Company.  If
a holder of Restricted Stock is involuntarily terminated by the Company other
than for serious misconduct (as defined in the Plan and described above), the
Committee may waive the automatic forfeiture of any or all shares of Restricted
Stock.

     General.  The Board of Directors of the Company may amend, modify or
terminate the Plan, provided that no such amendment, modification or termination
may be made without the approval of the shareholders of the Company which (i)
increases the total number of shares of Common Stock subject to the Plan (except
as provided by certain terms of the Plan), (ii) changes the manner of
determining the Option or SAR price, (iii) withdraws the administration of the
Plan from the Committee or the Board of Directors of the Company, (iv) extends
the maximum period or reduces the minimum period during which Options or SARs
may be exercised or the maximum Restricted Period, or (v) changes the class of
persons who may become participants in the Plan.  Further, no amendment,
modification or termination of the Plan may affect any Option or SAR theretofore
granted or Restricted Stock theretofore awarded without the consent of the
participant or a permitted transferee of the Option, SAR or Restricted Stock.
<PAGE>
     Federal Income Tax Consequences. The following is a brief summary of the U.
S. federal income tax consequences of awards made under the Plan.

                                       12
     A participant will not recognize any income upon the grant of an Option.  A
participant will recognize compensation taxable as ordinary income (and subject
to income tax withholding) upon exercise of a non-qualified Option equal to the
excess of the fair market value of the shares purchased over the exercise price,
and the Company will be entitled to a corresponding deduction.  A participant
will not recognize income (except for purposes of the alternative minimum tax)
upon exercise of an ISO.  If the shares acquired by exercise of an ISO are held
for the longer of two years from the date the ISO was granted and one year from
the date it was exercised, any gain or loss arising from a subsequent
disposition of such shares will be taxed as long-term capital gain or loss, and
the company will not be entitled to any deduction.  If, however, such shares are
disposed of within the above-described period, then in the year of such
disposition the participant will recognize compensation taxable as ordinary
income equal to the excess of the lesser of (i) the amount realized upon such
disposition and (ii) the fair market value of such shares on the date of
exercise over the exercise price, and the Company will be entitled to a
corresponding deduction.

     A participant who is granted SARs will not recognize any taxable income
upon the grant of the SARs.  Upon exercise, the participant will recognize
taxable compensation in an amount equal to the fair market value of any shares
delivered and the amount of cash paid by the Company.  This amount is deductible
by the Company as compensation expense.

     A participant will not recognize taxable income at the time of the grant of
Restricted Stock, and the Company will not be entitled to a tax deduction at
such time, unless the participant makes an election to be taxed at the time such
Restricted Stock is granted.  If such election is not made, the participant will
recognize taxable income at the time the restrictions lapse in an amount equal
to the excess of the fair market value of the shares of Restricted Stock at such
time over the amount, if any, paid for such shares.  The amount of ordinary
                                       13
income recognized by a participant by making the above-described election or
upon the lapse of the restrictions is deductible by the Company as compensation
expense, except to the extent the limit of Section 162(m) of the Internal
Revenue Code applies.  In addition, a participant receiving dividends with
respect to shares of Restricted Stock for which the above-described election has
not been made and prior to the time the restrictions lapse will recognize
taxable compensation (subject to income tax withholding), rather than dividend
income, in an amount equal to the dividends paid and the Company will be
entitled to a corresponding deduction, except to the extent the limit of Section
162(m) of the Internal Revenue Code applies.


<PAGE>
                        SECURITY OWNERSHIP OF MANAGEMENT

     The following table sets forth as of November 21, 1997 the beneficial
ownership of the Class A and Class B Common Stock of the Company (including
shares as to which a right to acquire ownership exists (e.g., through the
exercise of stock options) within the meaning of Rule 13d-3(d)(1) under the
Securities Exchange Act of 1934) of each director and director nominee, each
Named Executive Officer (as defined below) and all directors and executive
officers as a group.  All share and per share numbers in this Proxy Statement
have been revised to reflect the two-for-one split of the Class A and Class B
Common Stock to shareholders of record on July 25, 1997:







                                       14
<TABLE>
<CAPTION>
                                   Number of Shares of Common Stock Owned
                                    Beneficially and Percentages of Each
                                                   Class
                                    Outstanding on November 21, 1997 (1)



                                     Class A        %     Class B      %


<S>                                        <C>        <C>      <C>     <C>
Dr.Charles J. Arntzen(2)            39,258        .              -       -
                                                   ---

Allan Aves(3)                       85,770         .             -       -
                                                  - ---

Bruce P. Bickner(4)                365,088         .             -       -
                                                  - ---

Richard T. Crowder(5)               62,533        .              -       -
                                                   ---

Dr. Robert T. Fraley                     -          -            -       -
Tod R. Hamachek(6)                  49,654         .             -       -
                                                  - ---

Paul H. Hatfield(7)                 65,018         .             -       -
                                                  - ---

Virginia Roberts Holt(8)(9)        2,753,369      (17)      65,020    .
                                                                       ---

Thomas R. Rauman(10)                66,467        .          1,092    .
                                                   ---                 ---

Douglas C. Roberts(9)(11)          2,753,369      (17)      71,870    .
                                                                       ---

John T. Roberts(9)(12)             2,753,369      (17)      57,446    .
                                                                       ---

Richard O. Ryan(13)                209,400         .        25,100    .
                                                  - ---                ---

H. Blair White(14)                 127,392         .             -       -
                                                  - ---

John H. Witmer, Jr.(15)            123,600         .             -       -
                                                  - ---

William M. Ziegler                       -          -            -       -
 All of the above and all
   other executive officers as a
 group    (19 persons)(16)        3,926,568(17    .   (1   224,128    .
                                                -- ---                 ---
                                             )         7)






















                                                                 2
</TABLE>




(1)  The Securities and Exchange Commission defines the beneficial owner of a
     security as including any person who has sole or shared voting or
     investment power with respect to such security.  Unless otherwise noted,
     the named individual has sole voting and investment power with respect to
     the shares of Class A (voting) Common Stock and sole investment power with
     respect to the shares of Class B (non-voting) Common Stock listed.

(2)  39,258 shares of Class A Common Stock subject to options which may be
     acquired on or prior to January 20, 1998.

(3)  Includes 84,870 shares of Class A Common Stock subject to options which may
     be acquired on or prior to January 20, 1998.

(4)  Includes 351,300 shares of Class A Common Stock subject to options which
     may be acquired on or prior to January 20, 1998.  58,000 of such shares
     subject to options are held in a family limited partnership in which Mr.
     Bickner is the general partner.

(5)  62,533 shares of Class A Common Stock subject to options which may be
     acquired on or prior to January 20, 1998.

(6)  49,654 shares of Class A Common Stock subject to options which may be
     acquired on or prior to January 20, 1998.

(7)  65,018 shares of Class A Common Stock subject to options which may be
     acquired on or prior to January 20, 1998.

(8)  The number of shares of Class A Common Stock reported represents (i)
     2,671,650 shares of Class A Common Stock held pursuant to a Voting Trust
     Agreement of which Virginia Roberts Holt is a Voting Trustee, plus (ii)
     81,719 shares of Class A Common Stock subject to options granted to
     Virginia Roberts Holt, Douglas C. Roberts or John T. Roberts which may be
     acquired on or prior to January 20, 1998 (12,950 of which shares relate to
     options granted to Virginia Roberts Holt).  All of such shares are also
     reported in this table as being beneficially owned by Douglas C. Roberts
     and John T. Roberts.  Of the 2,671,650 shares of Class A Common Stock held
     pursuant to the Voting Trust Agreement, 860,216 shares are represented by a
     Trust Certificate held by Virginia Roberts Holt. Included are 118,184
     shares of Class A Common Stock which (together with 52,760 shares of Class
     B Common Stock) are held in trusts for the benefit of the children of
     Virginia Roberts Holt of which she or her spouse is the trustee.  The
     provisions of such Voting Trust Agreement and related agreements are
     described under "Certain Shareholder Agreements."  The shares of Class B
     Common Stock listed above include 7,570 shares of Class B Common Stock held
     by her spouse.

(9)  Douglas C. Roberts, John T. Roberts and Virginia Roberts Holt are brothers
     and sister.

(10) Includes 66,467 shares of Class A Common Stock subject to options which may
     be acquired on or prior to January 20, 1998.
<PAGE>
(11) The number of shares of Class A Common Stock reported represents (i)
     2,671,650 shares of Class A Common Stock held pursuant to a Voting Trust
     Agreement of which Douglas C. Roberts is a Voting Trustee, plus (ii) 81,719
     shares of Class A Common Stock subject to options granted to Virginia
     Roberts Holt, Douglas C. Roberts or John T. Roberts which may be acquired
     on or prior to January 20, 1998 (23,933 of which shares relate to options
     granted to Douglas C. Roberts).  All of such shares are also reported in
     this table as being beneficially owned by Virginia Roberts Holt and John T.
     Roberts.  Of the 2,671,650 shares of Class A Common Stock held pursuant to
                                       2
     the Voting Trust Agreement, 836,322 shares are represented by a Trust
     Certificate held by Douglas C. Roberts.  Included are 135,708 shares of
     Class A Common Stock which (together with 19,902 shares of Class B Common
     Stock) are held in trusts for the benefit of the children of Douglas C.
     Roberts of which he or his spouse is the trustee.  The provisions of such
     Voting Trust Agreement and related agreements are described under "Certain
     Shareholder Agreements."  The shares of Class B Common Stock listed above
     include 3,370 shares of Class B Common Stock held by his spouse.

(12) The number of shares of Class A Common Stock reported represents (i)
     2,671,650 shares of Class A Common Stock held pursuant to a Voting Trust
     Agreement of which John T. Roberts is a Voting Trustee, plus (ii) 81,719
     shares of Class A Common Stock subject to options granted to Virginia
     Roberts Holt, Douglas C. Roberts or John T. Roberts which may be acquired
     on or prior to January 20, 1998 (44,836 of which shares relate to options
     granted to John T. Roberts).  All of such shares are also reported in this
     table as being beneficially owned by Virginia Roberts Holt and Douglas C.
     Roberts.  Of the 2,671,650 shares of Class A Common Stock held pursuant to
     the Voting Trust Agreement, 846,678 shares are represented by a Trust
     Certificate held by John T. Roberts.  Included are 112,194 shares of Class
     A Common Stock which (together with 42,306 shares of Class B Common Stock)
     are held in trusts for the benefit of the children of John T. Roberts of
     which he or his spouse is the trustee.  The provisions of such Voting Trust
     Agreement and related agreements are described under "Certain Shareholder
     Agreements."  The shares of Class B Common Stock listed above include 7,570
     shares of Class B Common Stock held by his spouse.

(13) Includes 200,267 shares of Class A Common Stock subject to options which
     may be acquired on or prior to January 20, 1998.  8,000 shares of Class B
     Common Stock are held in the S. Orville Ryan Family Foundation of which Mr.
     Ryan is the President.
                                       3

(14) Includes 71,904 shares of Class A Common Stock subject to options which may
     be acquired on or prior to January 20, 1998.

(15) Includes 120,600 shares of Class A Common Stock subject to options which
     may be acquired on or prior to January 20, 1998.

(16) Includes 1,301,043 shares of Class A Common Stock subject to options which
     may be acquired on or before January 20, 1998.

(17) As shown in footnotes 8, 11 and 12 and as described under `Certain
     Shareholder Agreements,' Douglas C. Roberts, John T. Roberts and Virginia
     Roberts Holt share voting power with respect to 2,671,650 shares of Class A
     Common Stock.  Accordingly, such shares (which represent       % of the
                                                              ------
     outstanding shares of Class A Common Stock on November 21, 1997) are
     accounted for in this table at three different places.  So that the actual
     impact of their ownership can be better understood, such multiple counting
     has been eliminated in the total number reported as beneficially owned by
     all directors and executive officers. The dispositive power and economic
     benefits of each of them with respect to such shares, as a percent of the
     total outstanding shares of Class A Common Stock, is Douglas C. Roberts
     (      %), John T. Roberts (      %) and Virginia Roberts Holt (      %).
      ------                     ------                              ------


     PRINCIPAL STOCKHOLDERS

     The following table sets forth as of November 21, 1997 the beneficial
ownership of the Company's Class A Common Stock of each person known by the
Company to own beneficially more than five percent of such class of securities
and the percentage of all shares of Class A Common Stock that such number of
shares represents:
                                       4
<TABLE>
<CAPTION>
                                                         Percentage of
                                                          Outstanding
                                                           Shares of
                                      Shares Owned          Class A
         Name and Address           Beneficially (1)     Common Stock


<S>                                        <C>                <C>
John T. Roberts
Virginia Roberts Holt
Douglas C. Roberts
Charles C. Roberts
Mary R. Roberts
   c/o Douglas C. Roberts
       DEKALB Genetics Corporation
       3100 Sycamore Road
       DeKalb, Illinois 60115         2,753,369(2)            .   %
                                                            -- ---

Monsanto Corporation (3)                 485,442              .   %
                                                            -- ---
    800 North Lindbergh Blvd.
    St. Louis, Missouri  63167

Bruce P. Bickner (4)                     365,088              .
                                                             - ---
     11702 Deerpath Road
     Sycamore, Illinois 60178
</TABLE>


<PAGE>
(1)  The Securities and Exchange Commission defines the beneficial owner of a
     security as including any person who has sole or shared voting or
     investment power with respect to such security.

(2)  Charles C. Roberts and Mary R. Roberts are husband and wife and are the
     father and mother of John T. Roberts, Virginia Roberts Holt and Douglas C.
     Roberts.  The shares reported represent shares held pursuant to a Voting
     Trust Agreement of which each of them is a Voting Trustee, plus shares
     subject to options held by them, which shares may be acquired on or prior
     to January 20, 1998.  See notes  ,    and    on pages   and  .  The
                                     -  --     --          -     -
     provisions of such Voting Trust Agreement and related agreements are
     described under "Certain Shareholder Agreements."

(3)  Monsanto has entered into a Stockholders' Agreement, the provisions of
     which are described under `Certain Shareholder Agreements.''

(4)  See Note   on page  .
              -         -


                         CERTAIN SHAREHOLDER AGREEMENTS

     The following describes certain provisions of (i) a Voting Trust Agreement
(the `Voting Trust Agreement'') among each of Douglas C. Roberts, Virginia
Roberts Holt, John T. Roberts, Charles C. Roberts and Mary R. Roberts (the
`Voting Trustees''), individually and as trustees of trusts created for the
benefit of their spouses or children (the Voting Trustees and such trusts being
referred to as the `Shareholders''), (ii) a Roberts Family Shareholder
Agreement (the `Family Shareholder Agreement'') among the Shareholders and
(iii) a Stockholders' Agreement (the `Monsanto Stockholders' Agreement'') among
the Shareholders and Monsanto Company (`Monsanto'').  Such description has been
based on information set forth in a Schedule 13D filed with the Securities and
Exchange Commission by the Voting Trustees.

VOTING TRUST AGREEMENT

     Pursuant to the terms of the Voting Trust Agreement, the shares of Class A
Common Stock listed under `Principal Stockholders'' as being beneficially owned
by the Voting Trustees were transferred to the Voting Trustees for deposit
pursuant to the Voting Trust Agreement, and the Voting Trustees issued trust
certificates (`Trust Certificates'') in respect of such shares.  The Voting
Trust Agreement provides that any Shareholder who subsequently acquires any
shares of Class A Common Stock of the Company will deposit such shares with the
Voting Trustees to be held pursuant to the Voting Trust Agreement (any shares
deposited with the Voting Trustees pursuant to the Voting Trust Agreement are
referred to as `Subject Shares'').

     The Voting Trust Agreement provides that the Voting Trustees have full
right and power to vote all Subject Shares upon all matters submitted to a vote
or consent of shareholders of the Company and that the Voting Trustees will vote
all Subject Shares as a unit in accordance with the determination of a majority
of the Voting Trustees, except that with respect to the Investment Agreement
Matters (as defined herein under `-- Monsanto Stockholders' Agreement'') or
business combinations (as defined in the Monsanto Stockholders' Agreement)
involving the Company (`Company Business Combinations''), the Voting Trustees
will vote in accordance with the instructions of holders of Trust Certificates
or, if no instructions are given, in accordance with the recommendation of the
Board of Directors of the Company.

     All dividends or distributions upon the Subject Shares will be paid by the
Voting Trustees to the holders of Trust Certificates ratably based on the number
of Subject Shares reflected on the Trust Certificates, except that any dividend
                                       2
or distribution of voting stock of the Company will be deposited pursuant to the
Voting Trust Agreement.

     The Voting Trustees have no power to sell or otherwise dispose of any
Subject Shares, except that the Voting Trustees are required to tender or
exchange Subject Shares in accordance with the terms of any tender or exchange
offer if (i) the Voting Trustees are so instructed by the holder of the Trust
Certificate for such Subject Shares and (ii) such tender or exchange offer, if
consummated, would result in the beneficial ownership by a group or person of
all of the shares of Class A and Class B Common Stock and the Company has
previously published its position or recommendation with respect to such tender
or exchange offer pursuant to applicable rules under the Securities Exchange Act
of 1934, as amended (any such tender or exchange offer described in this clause
(ii) being referred to as a `Qualifying Tender Offer'').

     The Voting Trust Agreement will terminate with respect to any Subject Share
on the earliest to occur of (i) the withdrawal of such Subject Share in
accordance with the provisions of the Family Shareholder Agreement, (ii) the
written agreement of all Voting Trustees and (iii) when the voting of such
Subject Share ceases to be vested in the Voting Trustees.


FAMILY SHAREHOLDER AGREEMENT

     The Family Shareholder Agreement provides that no Shareholder will sell,
withdraw from the Voting Trust Agreement or otherwise dispose of any interest in
Subject Shares except as provided in the Family Shareholder Agreement.  Each
Shareholder has agreed not to sell, convey, transfer, assign or otherwise
dispose of (`transfer'') any interest in any Class A Common Stock or other
voting common or voting preferred stock of the Company, any option, warrant or
other right to acquire Class A Common Stock or such other voting stock or any
                                       3
security exchangeable for or convertible into Class A Common Stock or such other
voting stock (collectively, `Company Voting Stock''), unless such Shareholder
has withdrawn the Subject Shares from the Voting Trust Agreement after
compliance with the procedures described in the following paragraph.
<PAGE>
     Any Shareholder desiring to withdraw Subject Shares from the Voting Trust
Agreement must give written notice to the other Shareholders, each of whom will
then have an option to purchase his or her pro rata portion of such Subject
Shares at a market price based on a thirty day average of the daily closing
prices for the Class B Common Stock on the New York Stock Exchange (or, if there
is no such market price, an appraised value for such Subject Shares).  If such
other Shareholders have not elected to acquire all of such Subject Shares, then
each Shareholder who elected to acquire Subject Shares will have a further
option to purchase his or her pro rata portion of the Subject Shares which such
other Shareholders have not elected to acquire.  Any Subject Shares not acquired
by such other Shareholders after such further option may be withdrawn from the
Voting Trust Agreement and will no longer be subject to the Family Shareholder
Agreement.

     The Family Shareholder Agreement provides that the restrictions on transfer
therein will not apply to certain permitted transfers (`Permitted Transfers'')
specified therein, including (i) certain pledges of Company Voting Stock, (ii) a
transfer of Company Voting Stock to other Shareholders or their spouses,
descendants or certain other trusts or other entities, (iii) any exchange,
conversion or transfer of Company Voting Stock in connection with a Company
Business Combination, other than any agreement to transfer prior to the
Company's execution of an agreement with respect to such Company Business
Combination or (iv) any tender or exchange in accordance with the terms of a
Qualifying Tender Offer.

     The Family Shareholder Agreement will terminate on January 31, 2006.
                                       4


MONSANTO STOCKHOLDERS' AGREEMENT

     The Monsanto Stockholders' Agreement was entered into in connection with a
series of agreements between the Company and Monsanto described under `Certain
Transactions', including an Investment Agreement between the Company and
Monsanto (the `Investment Agreement'').

     The Investment Agreement provides, among other things, that (i) Monsanto
was entitled to nominate one additional member to the Company's Board of
Directors (pursuant to such provision Robert T. Fraley was appointed to the
Board on April 16, 1996) and that Monsanto could nominate for election at the
Company's 1997 annual meeting of stockholders, an additional member (pursuant to
such provision William M. Ziegler elected) to the Company's Board (any such
nominee or nominees being referred to as `Monsanto Nominees''), (ii) the By-
Laws of the Company were amended to (a) state that the primary business of the
Company is the research-based production, marketing, licensing and sale of
agronomic seed, including both technology related thereto and products derived
therefrom, (b) state that the use of voting securities by the Company to
facilitate strategic collaborations is in the Company's best interests (but as
to any one strategic collaboration the maximum amount of voting securities of
the Company to be issued to any individual, entity or group will not exceed 10%
of the voting securities of the Company then outstanding) and (c) prohibit the
Company from acquiring any business or assets outside of such primary business
that would constitute a substantial part (as defined in the Investment
Agreement) of the Company; provided that such By-Law amendments permit the
Company to change its primary business, issue voting securities to facilitate a
strategic collaboration or acquire any business outside of such primary business
unless three of the members of the Board vote against the resolution relating to
such change or transaction (such By-Law provisions described in this clause (ii)
                                       5
being referred to as the `By-Law Provisions'') and (iii) while Monsanto
beneficially owns either 5% of the Class A Common Stock or 20% of the Class B
Common Stock, if the Company proposes to issue for cash (subject to specified
limitations) any shares of Common Stock, securities convertible into such shares
or options, warrants or rights to acquire such shares (`Equity''), Monsanto
will have the right to purchase all or any portion of its pro rata share of such
Equity on the terms set forth in the Investment Agreement (the provisions
described in this clause (iii) being referred to as the `Equity Purchase
Provisions' and the provisions described in clauses (i), (ii) and (iii) being
referred to as the `Investment Agreement Matters'').

     The Monsanto Stockholders' Agreement provides that each Shareholder will
use best efforts to attend each stockholder meeting for purposes of establishing
a quorum and will vote all of its shares of Company Voting Stock in favor of any
Monsanto Nominee recommended by the Board of Directors of the Company, provided
that such Monsanto Nominee is reasonably satisfactory to the Company.  In
addition, the Monsanto Stockholders' Agreement provides that each Shareholder
will not, without the consent of Monsanto, initiate any action that would result
in the amendment of the By-Law Provisions and that each Shareholder will vote
its Company Voting Stock in favor of any proposed amendment to the Company's
certificate of incorporation to increase the Company's authorized capital stock,
which amendment is required in order for the Company to comply with the Equity
Purchase Provisions.

     The Monsanto Stockholders' Agreement provides that except for Permitted
Transfers, no Shareholder may transfer any interest in its Company Voting Stock
except as provided by the Monsanto Stockholders' Agreement, and that, with
limited exceptions, no Shareholder will convert any Class A Common Stock to
Class B Common Stock until such time as such Shareholder has entered into a
binding agreement to sell or convey such Class B Common Stock to a third party.

                                       6
     If any Shareholder desires to transfer any interest in its Company Voting
Stock (other than a Permitted Transfer) such Shareholder will make a written
offer to Monsanto (a `Shareholder Offer'') to purchase such Company Voting
Stock and Monsanto will have the option to purchase all but not less than all of
such Company Voting Stock for the price and upon the terms upon which such
Shareholder proposes to transfer such Company Voting Stock.  If Monsanto rejects
the Shareholder Offer, Monsanto has the exclusive right for a period of time to
propose alternative terms for such purchase.  If Monsanto does not accept the
Shareholder Offer and Monsanto and such Shareholder have not otherwise reached
an agreement regarding such purchase within such time period, then such
Shareholder may offer and sell such Company Voting Stock to any person or entity
on terms that are at least as favorable to such Shareholder as those set forth
in the Shareholder Offer or those offered by Monsanto in any counter offer.
<PAGE>
     In the event of any involuntary transfer of any Company Voting Stock (other
than a Permitted Transfer), Monsanto will have an exclusive option to purchase
all but not less than all of the Company Voting Stock subject to the involuntary
transfer in cash at a purchase price (i) based on a thirty day average of the
daily closing prices for the Class B Common Stock on the New York Stock Exchange
or (ii) if the Company Voting Stock is not Class A Common Stock or if the Class
B Common Stock is not publicly traded, based on the fair market value thereof
determined by an investment banking firm.

     The Monsanto Stockholders' Agreement will be effective until the earlier of
(i) the termination of the collaboration agreement entered into between the
Company and Monsanto (except if it is terminated by reason of a material breach
thereof by the Company or by reason of a governmental decree caused by voluntary
action of the Company), (ii) Monsanto owning less than 5% of the outstanding
Class A Common Stock or less than 50% of the highest percent of the outstanding
Common Stock beneficially owned by Monsanto after completion of any purchases in
the market of Class B Common Stock by Monsanto as permitted under the Investment
                                       7
Agreement during the one year period after the March 8, 1996 closing under the
Investment Agreement (the `Closing''), (iii) the termination of the Investment
Agreement or (iv) the eleventh anniversary of the Closing or any subsequent
anniversary of such Closing upon notice by Monsanto or a majority in interest of
the Company Voting Stock by persons who are then Shareholders.


                             EXECUTIVE COMPENSATION
     SUMMARY COMPENSATION TABLE

     The following table sets forth compensation paid by the Company and its
subsidiaries for the fiscal years indicated to the Chief Executive Officer and
to the four most highly compensated executive officers, other than the Chief
Executive Officer, serving at the end of fiscal 1997 (the "Named Executive
Officers"):

















                                       8
<TABLE>
<CAPTION>

                                                           Long Term
                                            Annual

                               Compensation            Compensation



                                                             Awards     Payouts

                                                            Number of
Name and
                                                           Securities   Perform
Principal Position                               Other                            All Other
                                                           Underlying    ance
at August 31, 1997                               Annual                          Compensatio
                                                           Options(2)    Unit
                     Year    Salary    Bonus   Compensati
                                                                        Payouts     n (3)
                                                 on (1)

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

Bruce P. Bickner. .  1997   $328,65  $380,25    $17,448      30,000     $          $65,160
 . . . . . .          1996      4         0       11,140      28,200     93,800(     52,346
Chairman and Chief   1995                        20,389      22,000     5)          28,277
  Executive Officer         294,231   379,688
                                                                         0
                            285,016   225,000
                                                                         0


Richard O. Ryan . .  1997   $249,61  $202,12    $14,547      18,800                $43,101
 . . . . . .          1996      6         5        6,836      48,000     56,000(     31,103
President and Chief  1995                         7,952      36,000     5)          16,860
  Operating Officer         239,423   276,094
                                                                         0
                            231,369   119,250
                                                                         0

Richard T. Crowder   1997   $224,61  $192,50    $10,120      13,600                $34,869
 . . . . . .         1996      5         0            0      42,000     17,500(     25,253
Senior Vice          1995                             0      30,000     5)          94,893
President,                  214,635   136,000
  International.                                                         0
(4)                         171,514   52,400
                                                                         0


Thomas R. Rauman  .  1997   $164,80  $105,00    $12,903       8,000                $20,504
 . . . . . .          1996      8         0        6,498      30,000     28,000(     16,664
Vice President,      1995                         6,472      27,000     5)          10,623
Finance                     159,615   87,000
  and CFO                                                               14,000
                            153,093   33,500
                                                                         0


John H. Witmer, Jr.  1997   $169,80      $      $ 5,200       6,000                $20,621
 . . . . . .          1996      9      78,375      1,235       6,000     23,800(     15,992
Senior Vice          1995                           331           0     5)          14,135
President                   164,080   77,125
  & General Counsel                                                      0
                            164,885   43,000
                                                                         0







                                                                 2
</TABLE>


(1)  Other Annual Compensation for fiscal 1997 arose from the following sources:
      Taxable income for executive car participants (Mr. Bickner - $2,942, Mr.
     Ryan - $8,271, Mr. Crowder - $6,245, Rauman - $7,803), Personal use of
     company airplane (Mr. Bickner - $11,997, Mr. Ryan - $1,376), Financial
     Planning (Mr. Ryan - $4,900, Mr. Crowder - $3,875, Mr. Rauman - $5,100, Mr.
     Witmer - $5,200), reimbursement to Mr. Bickner for income taxes related to
     benefit plan of $2,509.

(2)  No restricted stock or stock appreciation rights (SARs) were awarded to the
     Named Executive Officers during fiscal 1995, 1996 or 1997.

(3)  All Other Compensation for fiscal 1997 arose from the following sources:
     Company contributions to the Company's Deferred Compensation Plan
     (Mr. Bickner - $44,667, Mr. Ryan - $30,057, Mr. Crowder - $16,849, Mr.
     Rauman - $8,145 and Mr. Witmer - $7,755); Company contributions to the
     Company's Savings and Investment Plan (Mr. Bickner - $12,000, Mr. Ryan -
     $12,000, Mr. Crowder - $12,000, Mr. Rauman - $12,000 and Mr. Witmer -
     $12,000); and reimbursement for life insurance premiums (Mr. Bickner -
     $8,493, Mr. Ryan - $1,044, Mr. Crowder - $1,020, Mr. Rauman - $359 and Mr.
     Witmer - $866), and Company payment to Mr. Crowder of $5,000 for spouse
     international travel benefit.

(4)  Mr. Crowder's employment with the Company began October 26, 1994.

(5)  The amount shown has been earned provided that the final one-third of the
     payment vests on January 17, 1998.
<PAGE>

                        OPTION GRANTS DURING FISCAL 1997
     The following table sets forth the number of shares of Class A Common Stock
that were granted subject to options during fiscal 1997 to each Named Executive
Officer receiving such a grant:




























                                       2
<TABLE>
<CAPTION>
{PRIVATE }
                   Individual Grants

                               Percentage of
                                Total Shares
                 Number of       Granted to    Exercise
                Securities       Employees      Price    Expira   Grant Date
                Underlying                       Per      tion
                  Options
   Name         Granted(1)       in Fiscal      Share     Date      Present

                                    1997                           Value (2)

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

Bruce P.          30,000           11.2%       $30.375   01/12/    $587,700
Bickner                                                    07

Richard O.        18,800            7.0%       $30.375   01/12/    $368,292
Ryan                                                       07

Richard T.        13,600            5.1%       $30.375   01/12/    $266,424
Crowder                                                    07

Thomas R.          8,000            3.0%       $30.375   01/12/    $156,720
Rauman                                                     07

John H.            6,000            2.3%       $30.375   01/12/    $117,540
Witmer, Jr.                                                07
</TABLE>

(1)  These options to purchase Class A Common Stock of the Company were granted
     under the Company's Long-Term Incentive Plan (LTIP) at an exercise price of
     100 percent of fair market value on the date of grant.  The options are
     exercisable over a period of not more than ten years from the date of
     grant.  The stock option grants were made effective January 13, 1997.
     Vesting is over a three-year period from the date of grant, with one-third
     of the options vesting on January 13, 1998, one-third vesting on January
     13, 1999, and the final one-third vesting on January 13, 2000.

(2)  Grant date present value is based on a Black-Scholes option pricing model
     adapted for use in valuing executive stock options.  In calculating the
     grant present values set forth in the table, a factor of 40% has been
     assigned to the volatility of the common stock, the annual dividend
     assumption is $0.14 per share, the interest rate has been fixed at 8.00%
     and the exercise of options has been assumed to occur at the end of the
     actual option term of ten years.  There is no assurance that these
     assumptions will prove to be true in the future.  Consequently, the actual
     value, if any, an executive may realize will depend on the common stock
     price on the date the option is exercised, so that there is no assurance
     the value realized by an executive will be at or near the value estimated
     by the Black-Scholes model.


     AGGREGATED OPTION EXERCISES DURING FISCAL 1997 AND FISCAL 1997 YEAR-END
      OPTION VALUES

     The following table sets forth the number of shares of Class A and Class B
Common Stock that were purchased pursuant to options exercised, and the number
and value of shares subject to unexercised options at August 31, 1997, for each
of the Named Executive Officers:
<TABLE>
<CAPTION>
{PRIVATE }                               Number of           Value of
                                        Securities         Unexercised
                                        Underlying         In-the-Money
                Acquired    Value       Unexercised         Options at
                                      Options Held at       August 31,
                                    August 31, 1997(1)       1997(2)
     Name          on     Realized  Exercisa  Unexercis   Exercisa  Unexercis

                Exercise     (2)       ble       able        ble       able

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

Bruce P.           -0-       -0-     324,400    56,300    $11,889,  $1,113,59
Bickner                                                      266        5

Richard O.         -0-       -0-     166,000    62,800        $     $1,582,52
Ryan                                                      5,961,75      2
                                                              4

Richard T.         -0-       -0-      34,000    51,600        $     $1,337,45
Crowder                                                   1,122,74      3
                                                              9

Thomas R.          -0-       -0-      44,800    37,000        $     $1,250,92
Rauman                                                    1,521,48      0
                                                              2

John H.            -0-       -0-     116,600    10,000        $         $
Witmer, Jr.                                               4,283,87   360,334
                                                              7
</TABLE>


(1)  No employee of the Company holds any SARs relating to Class A or Class B
     Common Stock.

(2)  Market value of underlying securities at exercise or year-end, minus the
     exercise price.  Market value is based on the $39.25 per share closing
     price on the New York Stock Exchange of the Class B Common Stock on
     August 29, 1997.

                       LONG-TERM INCENTIVE PLANS - AWARDS DURING FISCAL 1997

     The following table sets forth the long-term incentive awards made during
     fiscal 1997 to each Named Executive Officer receiving such
     an award:
<TABLE>
<CAPTION>
{PRIVATE }                                  Estimated Future Payouts Under
            Number of   Performance                 Non-Stock Price Based Plans
            Performanc    Period

             e Units       Until
   Name     Awarded(1)  Maturation    Threshold       Target         Maximum

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

             105,000     08/31/99      $52,500       $105,000       $183,750
Bruce P.
Bickner

              65,800     08/31/99      $32,900       $ 65,800       $115,150
Richard O.
Ryan

              47,600     08/31/99      $23,800       $ 47,600       $ 83,300
Richard T.
Crowder

              28,000     08/31/99      $14,000       $ 28,000       $ 49,000
Thomas R.
Rauman

              21,000     08/31/99      $10,500       $ 21,000       $ 36,750
John H.
Witmer,
Jr.
</TABLE>

<PAGE>
(1)  The targeted value of each performance unit is $1.00 with a maximum payout
     of $1.75 per unit.  The performance units vest over a three-year period
     with one-third vesting at the end of the first year, one-third vesting at
     the end of the second year and the final third vesting at the end of the
     third year.  For all Named Executive Officers, the payment is based on
     earnings per share for fiscal year 1999.


           ESTIMATED ANNUAL RETIREMENT BENEFITS FOR YEARS OF SERVICE

     The following table sets forth the estimated annual retirement benefits
payable upon retirement pursuant to the Company's retirement plans for the
indicated levels of remuneration and years of service for each Named Executive
Officer:
<TABLE>
<CAPTION>
                                                          YEARS OF SERVICE


   FINAL
  AVERAGE

COMPENSATIO       5        10       15        20
     N

        <S>         <C>      <C>       <C>      <C>
   $200,000     $30,000  $60,000   $90,000
                                           $120,000
   $225,000     $33,750  $67,500
                                  $101,250 $135,000
   $250,000     $37,500  $75,000
                                  $112,500 $150,000
   $275,000     $41,250  $82,500
                                  $123,750 $165,000
   $300,000     $45,000  $90,000
                                  $135,000 $180,000
   $325,000     $48,750  $97,500
                                  $146,250 $195,000
   $350,000     $52,500
                        $105,000  $157,500 $210,000
   $375,000     $56,250
                        $112,500  $168,750 $225,000
   $400,000     $60,000
                        $120,000  $180,000 $240,000
   $425,000     $63,750
                        $127,500  $191,250 $255,000
   $450,000     $67,500
                        $135,000  $202,500 $270,000
   $475,000     $71,250
                        $142,500  $213,750 $285,000
   $500,000     $75,000
                        $150,000  $225,000 $300,000
   $525,000     $78,750
                        $157,500  $236,250 $315,000
   $550,000     $82,500
                        $165,000  $247,500 $330,000
   $575,000     $86,250
                        $172,500  $258,750 $345,000
   $600,000     $90,000
                        $180,000  $270,000 $360,000
   $625,000     $93,750
                        $187,500  $281,250 $375,000
   $650,000     $97,500
                        $195,000  $292,500 $390,000
   $675,000
               $101,250 $202,500  $303,750 $405,000
   $700,000
               $105,000 $210,000  $315,000 $420,000
   $725,000
               $108,750 $217,500  $326,250 $435,000
   $750,000
               $112,500 $225,000  $337,500 $450,000










                                                                 2

</TABLE>

The defined benefit plan for executives was modified in 1997.  Two enhancements
and two reductions in plan design were made.  First, the formula was changed
from 2% times final three years average pay times years of service (up to a
maximum of 30 years) to 3% times final three years average pay times years of
service (up to a maximum of 20 years).  Second, the maximum annual benefit limit
of $207,500 indexed at 3% per year from 1989 was eliminated.  Third, the gross
benefit for executives will be reduced by the regular match from the defined
contribution plan in addition to the other benefits more fully described below.
 Finally, the early retirement reduction factor was increased to 5% per year
from 3%.


     The credited years of service for each of the following Named Executive
Officers is:

          Bruce P. Bickner    19
          Richard O. Ryan     15
          John H. Witmer, Jr. 16
          Thomas R. Rauman    24

     The benefits are calculated by determining the average annualized earnings
of the applicable 36 months and multiplying this by the number of years of
service (up to a maximum of 20 years) times three percent.  These benefits will
be reduced by social security benefits, the benefit from the regular match of
the defined contribution plan, qualified pension plan benefits and benefits from
a profit sharing plan previously provided by the Company.  The benefit table
assumes that the participant will retire at age 65.  If the participant retires
at an earlier age, the benefit will be reduced by five percent for every year
retirement takes place before age 65.

     Mr. Crowder is not eligible for the above retirement benefit.  The Company
has guaranteed that his annual retirement benefit starting at age 65 (from
Social Security, the Company's qualified retirement plans (excluding the
Company's 401(k) plan as it was in effect in September 1994) and the Company's
non-qualified retirement plans) will equal or exceed an amount equal to two
percent times his years of service times his average annual compensation during
his last thirty-six months of employment.  At August 31, 1997, Mr. Crowder's
average annual compensation was $         and his years of credited service was
                                 --------
two.
<PAGE>

     EMPLOYMENT AGREEMENTS

     The Company has entered into written employment agreements with all of the
Named Executive Officers.  Each employment agreement provides for a one-year
term and is subject to successive one-year extensions unless notice of
termination is given.  The employment agreements provide for the following base
salaries for fiscal 1998 to be paid to the executive officers:  Mr. Bickner
($350,000), Mr. Ryan ($265,000), Mr. Crowder ($235,000), Mr. Rauman ($170,000)
and Mr. Witmer ($170,000).  Those executive officers will have Company
performance-related bonus opportunities which have been set for a target bonus
of $277,000; $175,000; $125,000; $85,000 and $62,000, respectively, which could
be exceeded if performance merits.  Each employment agreement provides that if
the executive officer is terminated prior to the expiration of the term of the
agreement, such executive officer will also be entitled to termination pay equal
to 24 months' base salary and target bonus in the case of Messrs. Bickner and
Ryan, 12 months' base salary and target bonus in the case of Mr. Crowder and 12
months' base salary in the case of Messrs. Witmer and Rauman.  Messrs. Bickner,
Ryan, and Crowder are subject to noncompetition limitations for periods of time
equaling the length of their termination pay.


     COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
                                       2

     The Compensation Committee of the Board of Directors has furnished the
following report on executive compensation:

     With input on competitive and recommended practices from external
independent consultants, the Compensation Committee of the Board of Directors
has overseen the development and implementation of Company compensation programs
which seek to enhance Company profitability and shareholder value.  The
Company's objective is to closely align the senior managers' financial interests
with those of the Company's shareholders.  The Company subscribes to a total
compensation theory in which base salary, annual bonus, benefits, perquisites
and long-term incentives as components of the compensation package are
considered individually and in total.  The Company considers three factors in
determining the levels and proportions of these compensation components for
executive managers.

     The most important element is the Company's past and expected financial
performance and whether bonus payments are consistent with shareholder return.
Primary factors in determining shareholder return are net earnings and the
accomplishment of specific strategic objectives that will enhance earnings and
asset return.  These specific strategic objectives include goals such as market
share gains, new product development, strategic plan development and marketing
plan accomplishment.

     Secondly, consideration is given to the competitive practice of like-sized
companies and similar industries for paying positions with equivalent
responsibilities.  The Company uses both a seed industry survey and general
industry surveys in determining external pay levels.  The seed industry survey
is conducted by the WMS and Co., Inc. and covers pay practices of 22 competitive
seed companies.  The primary general industry compensation surveys used are

                                       3
conducted by William M. Mercer, Inc. Hewitt Associates and Towers, Perrin.
Emphasis is placed on companies comparable in size to the Company.

     The Company's compensation goal is to target its executives to be paid
competitive rates when performance expectations are met and above competitive
levels when expectations are exceeded.  The Company targets its executives to be
paid between the 50th and 75th percentile of competitive rates when performance
expectations are met and above competitive levels (75th percentile or higher)
when performance expectations are exceeded.  As a guideline, no bonus will be
awarded until 80 percent of the related objective has been reached.  At that
level of performance, approximately 50 percent of bonus target will be paid.
Bonus payments will increase until 100 percent of target is paid at 100 percent
objective accomplishment.  Performance in excess of the objective will earn a
bonus payment over target.  Base salaries are normally at or about the 50th
percentile of competitive practice.  The portion of annual cash compensation
subject to performance bonus accomplishment is normally at or greater than the
competition.

     Finally, internal pay equity within the Company between executive positions
is considered. Individual performance, responsibility level and length of time
in position are all factors in determining placement within the appropriate
salary range.  Major determinants of responsibility level are size of assets
managed and the ability to influence profitability.

     Criteria for determining fiscal 1997 annual performance bonuses for the
Named Executive Officers included earnings, profit contribution, market share
and specific individual objectives.

     The following table summarizes fiscal 1997 bonus opportunities and criteria
for the Named Executive Officers:

                                       4
<TABLE>
<CAPTION>
                        1997       Criteria as a Percent of Bonus Target
                  Bonus

                  Target as        Net
                  Percent of    Corporate   Segment   Individu
      Name          Total       Performan  Performan  Strategi
                     Cash                                 c
                                    ce         ce
                                                      Objectiv
                  Compensati
                                                          es
                      on

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

Bruce P. Bickner     44%           75%        10%      15% (1)

Richard O. Ryan      40%           50%        50%         --

Richard T.           33%           13%        87%         --
Crowder

Thomas R. Rauman     33%           75%        25%         --

John H. Witmer,      25%           50%         --      50% (2)
Jr.
</TABLE>

(1)  Included an objective on a Strategic Research Plan.

(2)  Included objectives on legal staffing as well as business review and
     internal audit plans.
<PAGE>
     Certain members of the Committee, in their capacity as the DEKALB Genetics
Corporation Long-Term Incentive Plan Administrative Committee, periodically
grant key employees, including the Named Executive Officers, awards under the
Company's Long-Term Incentive Plan (`LTIP'').  The LTIP provides the
flexibility to grant longer term incentives in a variety of forms including
stock options, stock appreciation rights and restricted stock.  The Committee
currently views stock options and performance unit grants, which the Committee
also grants from time to time, (the only awards currently outstanding) as the
best long term incentive vehicles to ally the interests of management and
shareholders.  In awarding stock options and performance units, the Committee
reviews and approves individual recommendations made by the Chief Executive
Officer and the President.  The Committee in turn determines the awards for the
CEO and the President.

     Factors used in determining individual award size are competitive practice
(awards needed to attract and retain management talent), rank within the Company
(internal equity), responsibility for asset management (size of job) and ability
to affect profitability.  In each individual case, previous option and
performance unit grants are considered in determining the size of new awards.

     The Committee, as it deems appropriate, seeks outside professional counsel
on the value, size, term and criteria of awards.  Towers Perrin was retained in
this capacity in fiscal 1997.

     The foregoing Compensation Committee Report has been furnished by:

               H. Blair White, Chairman
               Tod R. Hamachek
               John T. Roberts


                  COMPARISON OF CUMULATIVE FIVE-YEAR RETURNS
            Assumes $100 invested on 9/1/91 and dividend reinvestment

                  Dollars
                     1000
                      900
                      800
                      700
                      600
                      500
                      400
                      300
                      200
                      100
                        0
                        1992   1993  1994   1995  1996   1997
        
 DEKALB Genetics Corporation  100   92.27   121.93   153.93   381.35   925.58
 Peer Group ($500-1,000MM)(1) 100  133.46   135.68   174.16   186.42   231.11
 Peer Group ($1-2 Bil) (2)    100  118.15   121.55   130.43   141.02   175.36
 Broad Market (Nasdaq) (3)    100  130.18   142.24   169.25   190.05   263.05 
 Broad Market (NYSE)          100  116.49   124.24   141.56   166.71   224.66 

     (1)  There are no published industry or line of business indices that
          parallel the Company's primary business endeavors, nor is there a
          group of publicly-traded companies in the same business lines.
          Therefore, an index of all Nasdaq traded companies with a market
          capitalization of $500 million to $1 billion (excluding financial
          institutions) was selected as the Peer Group Index (198 companies)
          prior to this year. The index is weighted for relative market
          capitalization.

     (2)  The Peer Group Index used in last year's Proxy Statement was an index
          of all Nasdaq traded companies with a market capitalization of $150 to
          $300 million (excluding financial institutions) (462 companies).
                                       2
          Because the Company's market capitalization exceeded $300 million on
          August 31, 1996, the table includes the new Peer Group Index and the
          old Peer Group Index for comparative purposes.

     (3)  The Company is not part of the S&P 500 index and was traded on Nasdaq
          and is now traded on the NYSE.  Therefore, the Nasdaq Stock Index was
          selected as the Broad-Based Index prior to this year and the NYSE
          Index is now being used.
<PAGE>

     COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     H. Blair White, a director of the Company, is Of Counsel to the law firm of
Sidley & Austin. Sidley & Austin provided legal services to the Company during
the past year.


            SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Directors and officers of the Company and persons having 10 percent or more
beneficial ownership of the Company's stock are required under Section 16 of the
Securities Exchange Act of 1934 to report to the Securities and Exchange
Commission their transactions in, and beneficial ownership of, the Company's
Class A Common Stock, Class B Common Stock and other equity securities of the
Company.  Reports received by the Company during the last fiscal year indicate
that Monsanto Company, an owner of at least 10 percent of the Company's stock,
filed one late report relating to one transaction.


     CERTAIN TRANSACTIONS

                                       3
     On January 31, 1996, the Company entered into a series of agreements with
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.  The Company and Monsanto also entered
into cross-licensing agreements covering insect-resistant and herbicide-tolerant
corn products targeted to reach the market over the next three years.

     During the second quarter of fiscal 1997 and the first quarter of fiscal
1998, DEKALB completed two sales of equity to Monsanto as part of the Investment
Agreement between the Company and Monsanto.  Monsanto purchased from the Company
24,102 and 156,024 newly issued shares of Class B Common Stock at aggregate
prices of $590,724.96 and $6,299,956.58 respectively.  The Investment Agreement
provides that if the Company issues new shares of its Class A and Class B Common
Stock pursuant to any of the Company's employee benefit plan, Monsanto may
purchase from the Company a sufficient number of shares to maintain its
permitted percentage of ownership of Class A and Class B Common Stock.  The
purchases described above result from the issuances of the Company's Common
Stock pursuant to employee benefit plans during fiscal years 1996 and 1997.

     [Description of Transactions between DEKALB and Monsanto between September
1, 1996 and the date of the Proxy.  Still in process of being prepared.]


                                    AUDITORS

     Arthur Andersen LLP performed the audit of the fiscal 1997 financial
statements of the Company.  Representatives of Arthur Andersen are expected to
be present at the Annual Meeting and will be provided an opportunity to make a
statement if they desire to do so and will be available to respond to
appropriate inquiries from stockholders.

                                       4

                      SUBMISSION OF STOCKHOLDER PROPOSALS
                      FOR THE JANUARY 1999 ANNUAL MEETING

     Stockholder proposals to be included in the proxy soliciting materials for
the Annual Meeting of Stockholders of the Company following the completion of
fiscal 1998 must be received by the Company no later than July 28, 1998.

     In addition, the Company's By-Laws require that there be furnished to the
Company written notice with respect to the nomination of a person for election
as a director or the submission of a proposal (other than nominations and
proposals submitted at the direction of the Board) at a meeting of stockholders.
 In order for any such nomination or submission to be proper, the notice must
contain certain information concerning the nominating or proposing stockholder
and the nominee or the proposal, as the case may be, and must be furnished to
the Company generally not less than 30 days prior to the meeting.  A copy of the
applicable By-Law provision may be obtained, without charge, upon written
request to the Secretary of the Company at its principal executive offices.


     DISCRETIONARY VOTING OF PROXIES ON OTHER MATTERS

     Management does not now intend to bring before the Annual Meeting any
matters other than those disclosed in the Notice of Annual Meeting of
Stockholders, and it does not know of any business which persons, other than
management, intend to present at the meeting.  Should any other matters
requiring a vote of the stockholders arise, the proxies in the enclosed form
confer upon the person or persons entitled to vote the shares represented by
such proxies discretionary authority to vote the same in respect of any such
other matter in accordance with their best judgment.

                                       5

                              By Order of the Board of Directors

                              John H. Witmer, Jr., Secretary

DeKalb, Illinois
November 24, 1997

<PAGE>


     EXHIBIT A

     CERTIFICATE OF AMENDMENT

     OF THE

     RESTATED CERTIFICATE OF INCORPORATION

     OF

     DEKALB GENETICS CORPORATION


     DEKALB Genetics Corporation, a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), pursuant to the provisions of
the General Corporation Law of the State of Delaware (the "DGCL"), DOES HEREBY
CERTIFY as follows:

     FIRST:  The Restated Certificate of Incorporation of the Corporation is
hereby amended by deleting the first sentence of Article FOURTH of the Restated
                                       6
Certificate of Incorporation in its present form and substituting in lieu
thereof the following:

     The total number of shares of all classes of stock which the Corporation
     shall have authority to issue is one hundred sixty five million five
     hundred thousand (165,500,000), of which five hundred thousand (500,000)
     shares of the par value of One Dollar ($1.00) each shall be Preferred Stock
     and one hundred sixty five million (165,000,000) shares, without par value,
     shall be Common Stock divided into two classes, consisting of thirty five
     million (35,000,000) shares of Class A Common Stock, without par value, and
     one hundred thirty million (130,000,000) shares of Class B Common Stock,
     without par value.

SECOND:  The amendment to the Restated Certificate of Incorporation of the
Corporation set forth in this Certificate of Amendment was duly adopted by the
Board of Directors and the stockholders of the Corporation pursuant to the
requirements of Section 242 of the DGCL.

     IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by its Senior Vice President, General Counsel and
Secretary and attested by its Assistant Secretary this    day of January, 1998.
                                                       --

                              DEKALB GENETICS CORPORATION



                              By:
                                 -------------------------
                                 John H. Witmer, Jr.
                                 Senior Vice President, General Counsel
                                   and Secretary

                                       7



ATTEST:



Doris Riippi
Assistant Secretary
<PAGE>
                                                                       EXHIBIT B

                          DEKALB GENETICS CORPORATION
                            LONG-TERM INCENTIVE PLAN


                                   ARTICLE I

                                    PURPOSE

     1.1  The DEKALB Genetics Corporation Long-Term Incentive Plan is intended
to advance the interests of the Company, its shareholders and its Subsidiaries
by attracting, retaining and stimulating the performance of officers and key
employees upon whose judgment, initiative and effort the Company is largely
dependent for the successful conduct of its business, and to encourage and
enable such officers and other key employees to acquire and retain a proprietary
interest in the Company by ownership of its stock.  Options granted may, if so
intended by the Committee, be designed to meet the requirements of Section 422A
of the Internal Revenue Code of 1986.

                                       8

                                   ARTICLE II

                                  DEFINITIONS

     2.1  "Board" means the Board of Directors of the Company.

     2.2  "Class A Common Stock" means the Company's no par value Class A Common
Stock.

     2.3  "Class B Common Stock" means the Company's no par value Class B Common
Stock.

     2.4  "Committee" means the Stock Option Committee appointed by the Board.

     2.5  "Company" means DEKALB Genetics Corporation,.

     2.6. "Common Stock" means the Company's Class A Common Stock or Class B
Common Stock.

     2.7  "Date of Grant" means the date on which an Option, SAR or Restricted
Stock is granted under the Plan.

     2.8  "Fair Market Value" means the last price per share at which the Common
Stock is sold in the regular way on the National Association of Securities
Dealers Automated Quotation System (NASDAQ) OR ON A NATIONAL SECURITIES EXCHANGE
on the day an Option or SAR is granted hereunder or, in the absence of any
reported sales on such day, the first preceding day on which there were such
sales.  If the Common Stock is not listed on the NASDAQ OR ON A NATIONAL
SECURITIES EXCHANGE, the Committee shall determine the Fair Market Value in
whatever way it considers appropriate.  Notwithstanding the foregoing, if
                                       9
Options or SARs are awarded at any time prior to the thirtieth day after the
Common Stock is initially traded in the regular way on NASDAQ, the Committee
shall establish the Fair Market Value of such Options or SARs in whatever way it
considers appropriate at the time.

     2.9  "Incentive Stock Option" means a stock option granted under the Plan
which is intended to meet the requirements of Section 422A of the Internal
Revenue Code of 1986.

     2.10 "Long-Term Incentive Plan Agreement" means any agreement between the
Company and a Participant under which the Participant may receive Restricted
Stock, may purchase Common Stock thereunder through stock options or may acquire
rights concerning SARs or SIRS.

     2.11 "Option" means a nonqualified stock option, an Incentive Stock Option
or a Stock Appreciation Right (whether granted with respect to another Option or
alone) granted under the Plan.

     2.12 "Participant" means a person to whom Restricted Stock, an Option, an
SAR or an SIR, which has not expired, has been granted under the Plan.

     2.13 "Period of Restriction" means the period during which the transfer of
shares of Common Stock is restricted pursuant to Article IX of this Plan.

     2.14 "Plan" means this DEKALB Genetics Corporation Long-Term Incentive
Plan.

     2.15 "Restricted Stock" means Common Stock granted to a participant
pursuant to Article IX of this Plan.


                                       10
     2.16 "Stock Appreciation Right" or "SAR" is a right to receive, without
payment to the Company, a number of shares of Common Stock, cash or any
combination thereof, the amount of which is determined pursuant to the formula
set forth in Section 8.5.

     2.17 "Stock Indemnification Right" or "SIR" means, with respect to a share
of Common Stock that is acquired by the exercise of an Option and then declines
in value during a defined holding period, the right to receive a payment in cash
from the Company equal to the excess of the Fair Market Value of the Common
Stock at the date of Option exercise over the Fair Market Value of the Common
Stock on a date determined in accordance with the provisions of Article VII.

     2.18 "Subsidiary" or "Subsidiaries" means, unless otherwise indicated,
direct and indirect subsidiaries of an entity, including any partnership or
other business entity in which the applicable company or one or more
Subsidiaries have a majority of the voting interest of the governing body of
such partnership or entity.
<PAGE>

                                  ARTICLE III

                                  PARTICIPANTS

     Restricted Stock, Options, SARs or SIRs may be granted under the Plan to
any person who is or who agrees to become an officer, key employee, CONSULTANT
OR OTHER ADVISOR of the Company or any of its Subsidiaries.  The Committee may
grant Restricted Stock, Options, SARs or SIRs to such persons in accordance with
such determinations as the Committee from time to time in its sole discretion
may make.


                                       11
                                   ARTICLE IV

                                 ADMINISTRATION

     4.1  Committee.  The Plan shall be administered by the Committee.  Subject
to the express provisions of the Plan, the Committee shall have sole discretion
and authority to determine from among eligible officers, key employees,
CONSULTANTS OR OTHER ADVISORS those to whom and the time or times at which
Restricted Stock, Options, SARs or SIRs may be granted and the number of shares
of Restricted Stock that may be awarded or the number of shares of Common Stock
to be subject to each Option, SAR or SIR.  Subject to the express provisions of
the Plan, the Committee shall also have complete authority to interpret the
Plan, to prescribe, amend, and rescind rules and regulations relating to it, to
determine the details and provisions of each Long-Term Incentive Plan Agreement,
and to make all the determinations necessary or advisable in the administration
of the Plan.  All such actions and determinations by the Committee shall be
conclusively binding for all purposes and upon all persons.

     4.2  Majority Rule.  A majority of the members of the Committee shall
constitute a quorum, and any action taken by a majority present at a meeting at
which a quorum is present or any action taken without a meeting evidenced by a
writing executed by a majority of the whole Committee shall constitute the
action of the Committee.

     4.3  Company Assistance.  The Company shall supply full and timely
information to the Committee on all matters relating to eligible employees,
their employment, death, retirement, disability or other termination of
employment, and such other pertinent facts as the Committee may require.  The
Company  shall furnish the Committee with such clerical and other assistance as
is necessary in the performance of its duties.

                                       12

                                   ARTICLE V

                        SHARES OF STOCK SUBJECT TO PLAN

     5.1  Limitations.  Subject to adjustment pursuant to the provisions of
Section 5.3 hereof, the number of shares of Common Stock which may be issued and
sold or granted hereunder shall be 384,305; provided that on and after September
1, 1995, there shall be an additional 350,000 shares of Common Stock (subject to
adjustment pursuant to the provisions of Section 5.3 hereof) which are available
for grants of awards hereunder.  The number of shares which may be issued and
sold or granted may be either authorized but unissued shares, shares issued and
reacquired by the Company or shares bought on the market for the purposes of the
Plan.  SARs awarded and exercised pursuant to Article VIII shall be considered
to be Common Stock for purposes of this Section 5.1, provided that shares of
Common Stock subject to an Option, and an SAR granted with respect thereto,
shall only be counted once.

     Notwithstanding the foregoing, (a) no Option, SAR or Restricted Stock may
be granted or awarded hereunder if and to the extent that such grant or award
would cause the total number of shares of Common Stock subject to then
outstanding and unexercised Options and SARs, plus the total number of shares of
Restricted Stock awarded hereunder (other than shares of Registered Stock which
are no longer subject to restrictions under this Plan) to exceed eight and one-
half percent (81/2) of the total number of shares of Common Stock outstanding at
the time of such grant or award and (b) the maximum number of shares of Common
Stock available for grants of awards hereunder to any Participant in any fiscal
year of the Company shall not exceed 50,000 shares (subject to adjustment
pursuant to the provisions of Section 5.3 hereof).


                                       13
     5.2  Restricted Stock, SARs and Options Granted Under Plan.  Shares of
Common Stock with respect to which Restricted Stock shall have vested, or an
Option or SAR granted hereunder shall have been exercised, shall not again be
available for award hereunder.  If Restricted Stock awarded hereunder shall be
forfeited or if an Option or SAR granted hereunder shall terminate for any
reason without being wholly exercised, the number of shares to which such
Restricted Stock forfeiture or Option or SAR termination relates shall again be
available for grant hereunder.

     5.3  Antidilution.  In the event that the outstanding shares of Common
Stock hereafter are changed into or exchanged for a different number or kind of
shares or other securities of the Company or of another corporation by reason of
merger, consolidation, other reorganization, recapitalization, reclassification,
combination of shares, stock split-up, or stock dividend, or in the event that
there should be any other stock splits, stock dividends or other relevant
changes in capitalization occurring after the effective date of this Plan:

          (a)  The aggregate number and kind of Restricted Stock, SARs and
     shares subject to Options which may be granted hereunder shall be adjusted
     appropriately;
<PAGE>
          (b)  Rights relating to outstanding Restricted Stock, SARs and Options
     granted hereunder, both as to the number of subject shares and in the case
     of Options and SARs, the exercise price, shall be adjusted appropriately;
     and

          (c)  Where dissolution or liquidation of the Company or any merger or
     combination in which the Company is not the surviving corporation is
     involved, each outstanding Restricted Stock award and Option or SAR granted
     hereunder shall be forfeited or shall terminate, but the Participant shall
     have the right, immediately prior to such dissolution, liquidation, merger,
                                       14
     or combination, to receive the Common Stock subject to the Restricted Stock
     award or to exercise his Option or SAR in whole or in part, to the extent
     that it shall not have been exercised, without regard to any vesting or
     installment exercise provisions.

The foregoing adjustments and the manner of application of the foregoing
provisions shall be determined solely by the Committee, whose determination
shall be final, and any such adjustment may provide for the elimination of
fractional share interests.


                                   ARTICLE VI

                                    OPTIONS

     6.1  Option Grant and Agreement.  Each Option granted hereunder shall be
evidenced by minutes of a meeting or the written consent of the Committee and by
a written Long-Term Incentive Plan Agreement dated as of the Date of Grant and
executed by the Company and the Participant.  The Long-Term Incentive Plan
Agreement shall set forth such terms and conditions as may be determined by the
Committee to be consistent with the Plan, but may include additional provisions
and restrictions, provided that they are not inconsistent with the Plan.

     6.2  Option Price.  The per share Option price of the Common Stock subject
to each Option shall be determined by the Committee, but, except as otherwise
provided in Section 6.10 and Article X(a), the per share price shall not be less
than the Fair Market Value of the Common Stock on the date the Option is
granted.

     6.3  Option Period.  Each Option granted hereunder may be granted at any
time after the effective date of the Plan and prior to the termination of the
                                       15
Plan, provided that no Incentive Stock Option may be granted at any time more
than ten years after this Plan has been adopted by the stockholders of the
Company.  The period for the exercise of each Option shall be determined by the
Committee provided, however, that (i) except as otherwise expressly provided in
this Plan, the Committee may, in its discretion, terminate outstanding Options
or accelerate the exercise dates thereunder, upon 60 days written notice given
to the Participant and (ii) the period during which each Incentive Stock Option
may be exercised shall be not later than ten years from the date such Incentive
Stock Option is granted, provided that Incentive Stock Options granted to a "10-
percent owner" (as defined in Article X) must be exercised within five years
from the date thereof.

     6.4  Option Exercise.

          (a)  Options granted hereunder may not be exercised unless and until
     the Participant shall have been or remained in the employ of the Company or
     its Subsidiaries for six months (or such longer time as may be established
     by the Committee) from and after the date such Option was granted, except
     as otherwise provided in Section 6.7 and Section 6.10 hereof.

          (b)  Options may be exercised in whole at any time, or in part from
     time to time, with respect to whole shares only, within the period
     permitted for the exercise thereof, and shall be exercised by written
     notice of intent to exercise the Option with respect to a specified number
     of shares delivered to the Company at its principal office, and payment in
     full to the Company at said office of the amount of the Option price for
     the number of shares of the Common Stock with respect to which the Option
     is then being exercised.  In addition to and at the time of payment of the
     Option price, Participant shall pay to the Company in cash or in Common
     Stock the full amount of all federal and state withholding or other

                                       16
     employment taxes applicable to the taxable income of such Participant
     resulting from such exercise.

          (c)  The Committee may impose such restrictions on any shares of
     Common Stock acquired pursuant to the exercise of an Option under this Plan
     as it may deem advisable, including, without limitation, restrictions under
     applicable federal securities laws, under the requirements of any stock
     exchange or association upon the trading system of which such shares of
     Common Stock are then listed or traded and under any state securities laws
     applicable to such Common Stock,

     6.5  Payment.  The purchase price for shares of Common Stock purchased upon
exercise of Options shall be paid in cash, in shares of Common Stock of the
Company (not subject to limitations on transfer) valued at the then Fair Market
Value of such shares, or a combination of cash and such Common Stock.
<PAGE>
     6.6  TRANSFERABILITY OF OPTIONS.  No Option granted under this Plan may be
sold, transferred, pledged, assigned or otherwise alienated or hypothecated, IN
WHOLE OR IN PART, EXCEPT (A) by will or BY the laws of descent and distribution,
(B) PURSUANT TO A DOMESTIC RELATIONS ORDER, (C) TO ONE OR MORE OF THE
PARTICIPANT'S IMMEDIATE FAMILY MEMBERS (AS DEFINED BELOW), (D) TO A TRUST OR
TRUSTS FOR THE EXCLUSIVE BENEFIT OF ONE OR MORE OF THE PARTICIPANT'S IMMEDIATE
FAMILY MEMBERS, (E) TO A PARTNERSHIP IN WHICH ONE OR MORE OF THE PARTICIPANT'S
IMMEDIATE FAMILY MEMBERS ARE THE ONLY PARTNERS, (F) TO A LIMITED LIABILITY
COMPANY IN WHICH ONE OR MORE OF THE PARTICIPANT'S IMMEDIATE FAMILY MEMBERS ARE
THE ONLY MEMBERS, (G) TO A PERSON FOR WHOM THE PARTICIPANT IS LEGAL GUARDIAN,
(H) TO SUCH OTHER PERSONS OR ENTITIES AS MAY BE APPROVED IN WRITING BY THE
COMMITTEE PRIOR TO SUCH TRANSFER.  FOR PURPOSES OF THIS SECTION 6.6 AND OF
SECTION 8.9, THE TERM `IMMEDIATE FAMILY MEMBER'' SHALL MEAN ANY CHILD,
STEPCHILD, GRANDCHILD, SIBLING, SPOUSE OF ANY OF THE FOREGOING, SPOUSE, PARENT,
STEPPARENT, GRANDPARENT, MOTHER-IN-LAW, FATHER-IN-LAW, SON-IN-LAW, DAUGHTER-IN-
                                       17
LAW, BROTHER-IN-LAW, SISTER-IN-LAW, NIECE, NEPHEW, AUNT, OR UNCLE AND SHALL
INCLUDE ADOPTIVE RELATIONSHIPS.  SUBSEQUENT TRANSFERS OF AN OPTION, OR ANY
PORTION THEREOF, MAY ONLY BE MADE IN ACCORDANCE WITH THE PROVISIONS OF THIS
SECTION 6.6 AND MAY BE MADE FROM A TRANSFEREE BACK TO THE PARTICIPANT.
FOLLOWING ANY TRANSFER OF AN OPTION OR ANY PORTION THEREOF, SUCH OPTION SHALL
CONTINUE TO BE SUBJECT TO ALL OF THE TERMS AND CONDITIONS TO WHICH IT WAS
SUBJECT IMMEDIATELY PRIOR TO SUCH TRANSFER, INCLUDING THE TERMS AND CONDITIONS
RELATING TO THE TERMINATION OF SUCH OPTION RESULTING FROM THE PARTICIPANT'S
DEATH OR OTHER TERMINATION OF EMPLOYMENT, AND THE COMPANY SHALL HAVE NO
OBLIGATION TO NOTIFY ANY TRANSFEREE OF SUCH DEATH OR OTHER TERMINATION OF
EMPLOYMENT.  EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 6.6, DURING the
lifetime of a Participant the Option shall be exercisable only by him, or, in
the case of a Participant who is mentally incapacitated, the Option shall be
exercisable by his guardian or legal representative.  NO TRANSFER OF AN OPTION
BY A PARTICIPANT PURSUANT TO THE PROVISIONS OF THIS SECTION 6.6 SHALL BE
EFFECTIVE TO BIND THE COMPANY UNLESS THE COMPANY SHALL HAVE BEEN FURNISHED WITH
WRITTEN NOTICE THEREOF AND SUCH OTHER EVIDENCE AS THE COMMITTEE MAY DEEM
NECESSARY TO ESTABLISH THE VALIDITY OF THE TRANSFER OR TRANSFERS AND THE
ACCEPTANCE OF THE TERMS AND CONDITIONS OF SUCH OPTION.

     6.7  Effect of Death or Other Termination of Employment.

          (a)  Except as otherwise provided in this Section 6.7 or in Section
     6.10, if, prior to a date six months from the Date of Grant of an Option
     (or such longer time as may be established by the Committee), the
     Participant's employment with the Company and its Subsidiaries shall be
     terminated by the Company or Subsidiary for any reason, or by the act of
     the Participant, the Participant's right to exercise such Option shall
     terminate and all rights thereunder shall cease.


                                       18
          (b)  If, on or after six months from the Date of Grant (or such longer
     time as may be established by the Committee), a Participant's employment
     with the Company and its Subsidiaries shall be terminated for any reason
     other than VOLUNTARY RESIGNATION, ELIMINATION OF A PARTICIPANT'S POSITION
     AT THE COMPANY, death, retirement on or after his sixty-fifth birthday,
     RETIREMENT ON OR AFTER AGE 55, RETIREMENT ON OR AFTER A DATE ON WHICH A
     PARTICIPANT'S AGE PLUS YEARS OF SERVICE EQUALS OR EXCEEDS 65, permanent and
     total disability , serious misconduct, A SEPARATION NEGOTIATED BETWEEN A
     PARTICIPANT AND THE COMPANY, OR DISMISSAL BECAUSE OF POOR JOB PERFORMANCE,
     the Participant shall have the right, during the period ending 60 days
     after such termination, to exercise such Option to the extent that it was
     exercisable at the date of such termination of employment and shall not
     have been exercised.

          (c)  If a Participant shall die at any time after the Date of Grant
     and while in the employ of the Company or its Subsidiaries or within 60
     days after termination of such employment, the executor or administrator of
     the estate of the decedent or the person or persons to whom an Option
     granted hereunder shall have been validly transferred by the executor or
     the administrator pursuant to will or the laws of descent and distribution
     shall have the right, during the period ending THREE YEARS after the date
     of the Participant's death, to exercise the Participant's Option, provided,
     however, such time period may be shortened in accordance with the
     provisions of Section 6.3 if a shortened exercise period is applied to
     Participants in general, and further provided that if a Participant dies
     within 60 days after termination of employment, the Option may be exercised
     only to the extent that it was exercisable at the date of termination of
     employment and shall not have been exercised.

          (d)  If a Participant's employment with the Company and its
     Subsidiaries should terminate because the Participant shall retire on or
                                       19
     after his sixty-fifth birthday or become permanently and totally disabled
     at any time after the Date of Grant, the Participant (or in the case of a
     Participant who is mentally incapacitated, his guardian or legal
     representative) shall have the right, during a period ending THREE YEARS
     after such retirement or disability, to exercise such Option, provided,
     however, such time period may be shortened in accordance with the
     provisions of Section 6.3 if a shortened exercise period is applied to
     Optionees in general.

          (e)  If A PARTICIPANT'S EMPLOYMENT WITH THE COMPANY AND ITS
     SUBSIDIARIES SHOULD TERMINATE BECAUSE THE PARTICIPANT SHALL ON OR AFTER HIS
     FIFTY-FIFTH BIRTHDAY OR ON OR AFTER HIS FIFTIETH BIRTHDAY BUT ON OR AFTER A
     DATE ON WHICH THE PARTICIPANT'S AGE PLUS YEARS OF SERVICE EQUALS OR EXCEEDS
     65, THE PARTICIPANT SHALL HAVE THE RIGHT, DURING A PERIOD ENDING ONE YEAR
     AFTER SUCH RETIREMENT, TO EXERCISE SUCH OPTION, PROVIDED, HOWEVER, SUCH
     TIME PERIOD MAY BE SHORTENED IN ACCORDANCE WITH THE PROVISIONS OF SECTION
     6.3 IF A SHORTENED TIME PERIOD IS APPLIED TO OPTIONEES IN GENERAL.

          (F)  IF A PARTICIPANT'S EMPLOYMENT WITH THE COMPANY AND ITS
     SUBSIDIARIES SHALL BE TERMINATED BY THE COMPANY OR A SUBSIDIARY BECAUSE THE
     POSITION HELD BY THE PARTICIPANT HAS BEEN ELIMINATED BY THE COMPANY, THE
     PARTICIPANT SHALL HAVE THE RIGHT, DURING A PERIOD ENDING ONE YEAR AFTER HIS
     EMPLOYMENT HAS BEEN TERMINATED, TO EXERCISE SUCH OPTION, PROVIDED, HOWEVER,
     SUCH TIME PERIOD MAY BE SHORTENED IN ACCORDANCE WITH THE PROVISIONS OF
     SECTION 6.3 IF A SHORTENED TIME PERIOD IS APPLIED TO OPTIONEES IN GENERAL.
<PAGE>
          (G)  IF A Participant's employment with the Company and its
     Subsidiaries shall be terminated by the Company or a Subsidiary for serious
     misconduct, the Participant's right to exercise such Option shall
     immediately terminate and all rights thereunder shall cease.  For purposes
     of this Plan, the term "serious misconduct" shall include, but not be
                                       20
     limited to, embezzlement or misappropriation of corporate funds, other acts
     of dishonesty, significant activities harmful to the reputation of the
     Company or the Subsidiaries, a significant violation of Company or
     Subsidiary policy, willful refusal to perform, or substantial disregard of,
     the duties properly assigned to the Participant, or a significant violation
     of any contractual, statutory or common law duty of loyalty to the Company
     or the Subsidiaries.

          (H)  IF A PARTICIPANT'S EMPLOYMENT WITH THE COMPANY AND ITS
     SUBSIDIARIES shall be TERMINATED ON A NEGOTIATED BASIS, THE PARTICIPANT
     shall have THE RIGHT, DURING A PERIOD OF TIME ENDING ON SUCH DATE AFTER
     SUCH TERMINATION AS MAY BE DETERMINED BY THE COMMITTEE (IN THE CASE OF THE
     PARTICIPANTS SUBJECT TO SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934)
     OR BY MANAGEMENT (IN THE CASE OF ANY OTHER PARTICIPANT), BUT IN NO EVENT
     LONGER THAN THREE YEARS OR SHORTER THAN 60 DAYS, TO EXERCISE such Option.

          (I)  IF A PARTICIPANT'S EMPLOYMENT WITH THE COMPANY AND ITS
     SUBSIDIARIES SHOULD TERMINATE BECAUSE THE PARTICIPANT VOLUNTARILY RESIGNED
     OR BECAUSE OF POOR JOB PERFORMANCE OF THE PARTICIPANT, THE PARTICIPANT
     SHALL HAVE THE RIGHT, DURING A PERIOD ENDING 60 DAYS AFTER SUCH TERMINATION
     TO EXERCISE SUCH OPTION, PROVIDED, HOWEVER, SUCH TIME PERIOD MAY BE
     SHORTENED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 6.3 IF A SHORTENED
     EXERCISE PERIOD IS APPLIED TO OPTIONEES IN GENERAL.

     6.8  Rights as Stockholder.  Except as otherwise provided pursuant to in
Section 6.9, a Participant or a transferee of an Option shall have no rights as
a stockholder with respect to any shares subject to such Option prior to the
purchase of such shares by exercise of such Option as provided herein.  Nothing
contained herein or in the Long-Term Incentive Plan Agreement shall create an
obligation on the part of the Company to repurchase any shares of Common Stock
purchased hereunder.
                                       21

     6.9  Dividend Equivalents.  A Participant, whether or not his Options are
exercisable, shall, in the sole discretion of the Committee, as determined at
the Date of Grant or at any time thereafter, be entitled to receive a cash
payment from the Company, as and when cash dividends are payable to the holders
of the Common Stock of the Company, in an amount equal to the cash dividend
which would be paid to said Participant in respect of all shares subject to such
Options were such Participant the holder of such shares on the record date for
such cash dividend.

     6.10 Special Stock Option Awards.  Certain Company employees, or
individuals who will become employees of the Company on the date the Class B
Common Stock is first publicly traded, hold options to purchase Class A or Class
B Common Stock of DEKALB Corporation.  All such options will be cancelled if
they otherwise are in effect immediately prior to the distribution of the Common
Stock of the Company to the shareholders of DEKALB Corporation.  If the Company
elects to replace those options with Options to purchase Common Stock, certain
special rules shall apply.  First, all such Options shall immediately vest and
shall not be subject to the six-month employment requirement of Article VI.
Second, the per share Option price of the Common Stock subject to each such
replacement Option shall be determined by the Committee, provided that such per
share Option price may be below the Fair Market Value of the Common Stock on the
date the Option is granted (e.g., $1.00 or less) since each person granted an
Option shall be permitted to retain the equity he had in his DEKALB stock
options.


                                  ARTICLE VII

                          STOCK INDEMNIFICATION RIGHTS

                                       22
     7.1  Grant of Stock Indemnification Rights.  SIRs may be granted to
Participants at any time and from time to time as shall be determined by the
Committee.  SIRs shall be granted only to persons who, upon exercise of the
related Option, would acquire Common Stock that is subject to a holding period
restriction that, by operation of securities laws, contractual provisions or
other limitations, including internal Company policy limitations, prevents the
Participant from (i) selling the shares at any time or during a specified
holding period or (ii) selling the shares and retaining a profit during the six
months following the Option exercise.

     7.2  SIR Period.  The period encompassed by an SIR shall begin on the date
the related Option is exercised, and shall end at the expiration of (i) six
months or (ii) the longest applicable holding period restriction, whichever is
applicable.

     7.3  Payment of SIRs.  The Company shall, at the later of (i) the end of
the SIR period set forth in Section 7.2, above, or (ii) the date the Participant
sells, donates or otherwise transfers the Common Stock subject to the SIR to a
nonaffiliate, but in no event later than five years after the applicable Option
was exercised, make a payment to the holder of the SIR equal to:

          (a)  the decline, if any, in the Fair Market Value of the Common Stock
     during the applicable period, set forth in Section 7.2, above minus

          (b)  the gain, if any, in the Fair Market Value of the Common Stock
     that occurred during the period beginning immediately subsequent to the
     applicable period set forth in Section 7.2 and ending at the time of the
     sale, donation or other transfer of the Common Stock (but in no event more
     than five years after the applicable Option was exercised), times
<PAGE>

                                       23
           (c) the number of shares acquired through the exercise of Options
     which were accompanied by SIRs and which were sold, donated or otherwise
     transferred (or for which the five year time period shall have elapsed).

     7.4  Payment in the Event of a Participant's Death.  If an SIR recipient
dies before receiving payment, any payment due will be paid to the recipient's
designated beneficiary or, in the absence thereof, to the recipient's estate as
soon as the Common Stock subject to Options that were accompanied by SIRS is
sold, donated or transferred, provided that such date shall be no longer than
one year after the date of death.

     7.5  Form of payment.  Payment of an SIR shall be made in cash, provided
that the Company shall retain the full amount of all federal and state
withholding or other employment taxes applicable to the taxable income of such
Participant resulting from payment of the SIR.

     7.6  Nontransferability.  No SIR granted under this Plan may be sold,
transferred, pledged, assigned or otherwise alienated or hypothecated by a
Participant, other than by will or by the laws of descent and distribution.
During the lifetime of a Participant, the SIR shall be exercisable only by him,
or, in the case of a Participant who is mentally incapacitated, the SIR shall be
exercisable by his guardian or legal representative.


                                  ARTICLE VIII

                           STOCK APPRECIATION RIGHTS

     8.1  SAR Grants and Agreement.  An SAR may be granted (a) with respect to
any nonqualified stock option or Incentive Stock Option granted under this Plan,
either concurrently with the grant of such option or at such later time as
                                       24
determined by the Committee (as to all or any portion of the shares of Common
Stock subject to the option), or (b) alone, without reference to any related
option.  Each SAR granted hereunder shall be evidenced by minutes of a meeting
or the written consent of the Committee and by a Long-Term Incentive Agreement
dated as of the Date of Grant and executed by the Company and the Participant.
The Long-Term Incentive Agreement shall set forth such terms and conditions as
may be determined by the Committee to be consistent with the Plan, but may
include additional provisions and restrictions, provided that they are not
inconsistent with the Plan.

     8.2  Number.  Each SAR granted to any Participant shall relate to such
number of shares of Common Stock as shall be determined by the Committee,
subject to adjustment as provided in Section 5.3. In the case of an SAR granted
with respect to a nonqualified stock option or Incentive Stock Option, the
number of shares of Common Stock to which the SAR pertains shall be reduced in
the same proportion that the Participant exercises the related option.

     8.3  Duration.  Subject to earlier termination in a manner similar to that
described in Section 6.3 or Section 6.7, the term of each SAR shall be
determined by the Committee, but shall not exceed ten years and one day from the
Date of Grant.  Unless otherwise provided by the Committee, each SAR shall
become exercisable at such time or times, to such extent and upon such
conditions as the option, if any, to which it relates is exercisable.  No SAR
may be exercised during the first six months of its term (or such longer period
as may be established by the Committee).  Except as provided in the preceding
sentence, the Committee may in its discretion accelerate the exercisability of
any SAR in a manner similar to that described in Section 6.3.

     8.4  Exercise.  An SAR may be exercised, in whole or in part, by giving
written notice to the Company, specifying the number of SARs which the
Participant wishes to exercise.  Upon receipt of such written notice, the
                                       25
Company shall, within 90 days thereafter, deliver to the exercising Participant
certificates for the shares of Common Stock or cash or both, as determined by
the Committee, to which the holder is entitled pursuant to Section 8.5.

     8.5  Payment.  Subject to the right of the Committee to deliver cash in
lieu of shares of Common Stock (which, as it pertains to officers of the
Company, shall comply with all requirements of the Securities Exchange Act of
1934, as amended, and regulations adopted thereunder), the number of shares of
Common Stock which shall be issuable upon the exercise of an SAR shall be
determined by dividing:

     (a)  the number of shares of Common Stock as to which the SAR is exercised
     multiplied by the amount of the appreciation in such shares (for this
     purpose, the "appreciation" shall be the amount by which the Fair Market
     Value of the shares of Common Stock subject to the SAR on the exercise date
     exceeds (1) in the case of an SAR related to a stock option, the purchase
     price of the shares of Common Stock under the stock option or (2) in the
     case of an SAR granted alone, without reference to a related stock option,
     an amount which shall be determined by the Committee at the time of grant,
     which amount shall equal the Fair Market Value of the Common Stock on the
     Date of Grant; by

          (b)  the Fair Market Value of a share of Common Stock on the exercise
     date.

In lieu of issuing only shares of Common Stock upon the exercise of an SAR, the
Committee may elect to pay the holder of the SAR cash or any combination of cash
or Common Stock equal to the Fair Market Value on the exercise date of any or
all of the shares which would otherwise be issuable.  No fractional shares of
Common Stock shall be issued upon the exercise of an SAR; instead, the holder of
the SAR shall be entitled to receive a cash adjustment equal to the same
                                       26
fraction of the Fair Market Value of a share of Common Stock on the exercise
date or to purchase the portion necessary to make a whole share at its Fair
Market Value on the date of exercise.
<PAGE>
     8.6  Restrictions.

          (a)  SARs granted hereunder may not be exercised unless and until the
     Participant shall have been or remained in the employ of the Company or its
     Subsidiaries for six months (or such longer time as may be established by
     the Committee) from and after the date such SAR was granted, except as
     otherwise provided in Section 6.7 and Section 6.10 hereof.

          (b)  SARs may be exercised in whole at any time, or in part from time
     to time, within the period permitted for the exercise thereof, and shall be
     exercised by written notice of intent to exercise the SAR with respect to a
     specified number of shares delivered to the Company at its principal
     office.  A Participant shall pay to the Company in cash or in Common Stock
     the full amount of all federal and state withholding or other employment
     taxes applicable to the taxable income of such Participant resulting from
     such exercise.

          (c)  The Committee may impose such restrictions on any shares of
     Common Stock acquired pursuant to the exercise of an SAR under this Plan as
     it may deem advisable, including, without limitation, restrictions under
     applicable federal securities law, under the requirements of any stock
     exchange or association upon the trading system of which such shares of
     Common Stock are then listed or traded and under any state securities laws
     applicable to such Common Stock.

     8.7  Effect of Death or Other Termination of Employment.  All provisions
contained in Section 6.7 shall have equal applicability to SARs.
                                       27

     8.8  Employment Taxes.  The Company shall retain the full amount of all
federal and state withholding or other employment taxes applicable to the
taxable income of the Participant resulting from the exercise of the SAR.

     8.9  TRANSFERABILITY OF SARS.  No SAR granted under this Plan may be sold,
transferred, pledged, assigned or otherwise alienated or hypothecated, IN WHOLE
OR IN PART, EXCEPT (A) by will or BY the laws of descent and distribution, (B)
PURSUANT TO A DOMESTIC RELATIONS ORDER, (C) TO ONE OR MORE OF THE PARTICIPANT'S
IMMEDIATE FAMILY MEMBERS (AS DEFINED IN SECTION 6.6), (D) TO A TRUST OR TRUSTS
FOR THE EXCLUSIVE BENEFIT OF ONE OR MORE OF THE PARTICIPANT'S IMMEDIATE FAMILY
MEMBERS, (E) TO A PARTNERSHIP IN WHICH ONE OR MORE OF THE PARTICIPANT'S
IMMEDIATE FAMILY MEMBERS ARE THE ONLY MEMBERS, (F) TO A LIMITED PARTNERSHIP IN
WHICH ONE OR MORE OF THE PARTICIPANT'S IMMEDIATE FAMILY MEMBERS ARE THE ONLY
PARTNERS, (G) TO A PERSON FOR WHOM THE PARTICIPANT IS LEGAL GUARDIAN, (H) TO
SUCH OTHER PERSON OR ENTITIES AS MAY BE APPROVED IN WRITING BY THE COMMITTEE
PRIOR TO SUCH TRANSFER.  SUBSEQUENT TRANSFERS OF AN SAR, OR ANY PORTION THEREOF,
MAY ONLY BE MADE IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 8.9 AND MAY
BE MADE FROM A TRANSFEREE BACK TO THE PARTICIPANT.  FOLLOWING ANY TRANSFER OF AN
SAR, OR ANY PORTION THEREOF, SUCH SAR SHALL CONTINUE TO BE SUBJECT TO ALL OF THE
TERMS AND CONDITIONS TO WHICH IT WAS SUBJECT IMMEDIATELY PRIOR TO SUCH TRANSFER,
INCLUDING THE TERMS AND CONDITIONS RELATING TO THE TERMINATION OF SUCH SAR
RESULTING FROM THE PARTICIPANT'S DEATH OR OTHER TERMINATION OF EMPLOYMENT, AND
THE COMPANY SHALL HAVE NO OBLIGATION TO NOTIFY ANY TRANSFEREE OF SUCH DEATH OR
OTHER TERMINATION OF EMPLOYMENT.  EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION
8.9, DURING the lifetime of a Participant the SAR shall be exercisable only by
him, or, in the case of a Participant who is mentally incapacitated, the SAR
shall be exercisable by his guardian or legal representative. NO TRANSFER OF AN
SAR BY A PARTICIPANT PURSUANT TO THE PROVISIONS OF THIS SECTION 8.9 SHALL BE
EFFECTIVE TO BIND THE COMPANY UNLESS THE COMPANY SHALL HAVE BEEN FURNISHED WITH
WRITTEN NOTICE THEREOF AND SUCH OTHER EVIDENCE AS THE COMMITTEE MAY DEEM
                                       28
NECESSARY TO ESTABLISH THE VALIDITY OF THE TRANSFER OR TRANSFERS AND THE
ACCEPTANCE OF THE TERMS AND CONDITIONS OF SUCH SAR.


                                   ARTICLE IX

                                RESTRICTED STOCK

     9.1  Restricted Stock Grant and Agreement.  The Committee, at any time and
from time to time, may grant shares of Restricted Stock under the Plan to such
Participants and in such amounts as it shall determine.  Each grant of
Restricted Stock shall be evidenced by minutes of a meeting or the written
consent of the Committee and by a written Long-Term Incentive Plan Agreement
dated as of the Date of Grant and executed by the Company and the Participant.
The Long-Term Incentive Plan Agreement shall specify the Period(s) of
Restriction and the time or times at which such period(s) shall lapse with
respect to a specified number of shares of Restricted Stock and shall set forth
such other terms and conditions as may be determined by the Committee to be
consistent with the Plan, but may include additional provisions and
restrictions, provided that they are not inconsistent with the Plan.  The
Periods of Restriction shall not exceed ten years from the Date of Grant of the
Restricted Stock.

     9.2  Nontransferability.  Except as provided in Section 9.8 hereof, the
shares of Restricted Stock granted hereunder may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated for such period of
time as shall be determined by the Committee and shall be specified in the Long-
Term Incentive Plan Agreement, or upon earlier satisfaction of other conditions
as specified by the Committee in its sole discretion and set forth in the Long-
Term Incentive Plan Agreement.
<PAGE>
                                       29
     9.3  Other Restrictions.  The Committee may impose such restrictions on any
shares of Common Stock acquired pursuant to a grant of Restricted Stock under
this Plan as it may deem advisable, including, without limitation, restrictions
under applicable federal securities law, under the requirements of any stock
exchange or association upon the trading system of which such shares of Common
Stock are then listed or traded and under any state securities laws applicable
to such Common Stock.

     9.4  Voting Rights.  Participants holding shares of Restricted Stock
granted hereunder shall have voting rights with respect to those shares during
the Period of Restriction.

     9.5  Dividends and Other Distributions.  At the time of an award of shares
of Restricted Stock, the Committee may, in its discretion, determine that the
payment to the Participant of dividends declared or paid on such shares by the
Company, or a specified portion thereof, shall be deferred until the earlier to
occur of (i) the lapsing of the restrictions imposed on the underlying shares of
Common Stock under Sections 9.2 and 9.3 hereof or (ii) the forfeiture of such
shares, and shall be held by the Company for the account of the Participant
until such time.  In the event of such deferral, there shall be credited at the
end of each year (or portion thereof) interest on the amount of the account at
the beginning of the year at a rate per annum to be determined by the Committee.
 Payment of deferred dividends, together with interest accrued thereon as
aforesaid, shall be made upon the earlier to occur of the events specified in
(i) and (ii) of the immediately preceding sentence.

     9.6  Termination of Employment Due to Retirement.  If a Participant's
employment with the Company and its Subsidiaries terminates because the
Participant shall retire on or after his sixty-fifth birthday, the Period of
Restriction applicable to the Restricted Stock pursuant to Section 9.2 hereof
shall lapse automatically and, except as otherwise provided pursuant to the
                                       30
provisions contained in Section 9.3, the shares of Restricted Stock shall
thereby be free of restrictions and freely transferable.  In the event that a
Participant terminates his employment with the Company or its Subsidiaries by
retiring prior to his sixty-fifth birthday, all shares of Restricted Stock shall
be forfeited and returned to the Company; provided, however, that the Committee
in its sole discretion may waive or modify the restrictions remaining on any or
all shares of Restricted Stock.

     9.7  Termination of Employment Due to Death or Disability.  If a
Participant's employment with the Company and its Subsidiaries terminates
because of his death or permanent total disability during the Period of
Restriction, the Period of Restriction applicable to the Restricted Stock
pursuant to Section 9.2 hereof shall lapse automatically and, except as
otherwise provided pursuant to the provisions contained in Section 9.3, the
shares of Restricted Stock shall thereby be free of restrictions and freely
transferable.

     9.8  Termination of Employment for Reasons Other Than Death, Disability or
Retirement.  If a Participant's employment with the Company and its Subsidiaries
terminates for any reason other than those set forth in Sections 9.6 and 9.7
during the Period(s) of Restriction, any shares of Restricted Stock still
subject to restrictions at the date of such termination automatically shall be
forfeited and returned to the Company.  In the event of an involuntary
termination of the employment of a Participant by the Company other than a
termination for serious misconduct as defined in Section 6.7(e) the Committee in
its sole discretion may waive the automatic forfeiture of any or all such
shares.

     9.9  Employment Taxes.  The Company shall withhold or the Participant shall
pay the Company the full amount of all federal, state and other employment taxes
applicable to the taxable income of the Participant at the earlier of (a) the
                                       31
time such rights are not subject to a substantial risk of forfeiture, (b) the
time the Participant may transfer the stock free of any substantial risk of
forfeiture, or (c) the Participant elects to treat the Restricted Stock as
substantially vested pursuant to Section 83(b) of the Internal Code of 1986.
The Participant shall be obligated to advise the Company of any such election.


                                   ARTICLE X

                               TEN-PERCENT OWNERS

     Notwithstanding any other provisions of this Plan, the following terms and
conditions shall apply to Incentive Stock Options granted hereunder to a `10-
percent owner.'  For this purpose, a ``10-percent owner'' shall mean a
Participant who, at the time the Incentive Stock Option is granted, owns stock
possessing more than 10 percent of the total combined voting power of all
classes of stock of the Company or of any Subsidiary.  With respect to a 10-
percent owner:

          (a)  the price at which shares of stock may be purchased under an
     Incentive Stock Option granted pursuant to this Plan shall be not less than
     10 percent of the Fair Market Value thereof, said Fair Market Value being
     determined in the manner described in Section 2.6, above; and

          (b)  the period during which any such Incentive Stock Option may be
     exercised, to be fixed by the Committee in the manner described in Section
     6.3, above, shall expire not later than five years from the date the
     Incentive Stock Option is granted.


                                   ARTICLE XI
                                       32
                                 ANNUAL LIMITS

     Incentive Stock Options shall not be granted to any individual pursuant to
this Plan, the effect of which would be to permit such person to first exercise
Incentive Stock Options, in any calendar year, for the purchase of shares having
a Fair Market Value in excess of $100,000 (determined at the time of grant of
the Incentive Stock Options).  A Participant hereunder may exercise Incentive
Stock Options for the purchase of shares valued in excess of $100,000
(determined at the time of grant of the Incentive Stock Options) in a calendar
year, but only if the right to exercise such Incentive Stock Options shall have
first become available in prior calendar years.

<PAGE>
                                  ARTICLE XII

                           OTHER TERMS AND CONDITIONS

Any Incentive Stock Option granted hereunder shall contain such other and
additional terms, not inconsistent with the terms of this Plan, which are deemed
necessary or desirable by the Committee, which such terms, together with the
terms of this Plan, shall constitute such Incentive Stock Option as an
"Incentive Stock Option" within the meaning of Section 422A of the 1986 Internal
Revenue Code . and lawful regulations thereunder.


                                  ARTICLE XIII

                               STOCK CERTIFICATES

     13.1 Conditions.  The Company shall not be required to issue or deliver any
certificate for shares of Common Stock received pursuant to a Restricted Stock
                                       33
award or purchased upon the exercise of any Option or SAR granted hereunder or
any portion thereof prior to fulfillment of all of the following conditions:

          (a)  The completion of any registration or other qualification of such
     shares under any federal or state law or under the rulings or regulations
     of the Securities and Exchange Commission or any other governmental
     regulatory body, which the Committee shall in its sole discretion deem
     necessary or advisable;

          (b)  The obtaining of any approval or other clearance from any federal
     or state governmental agency which the Committee shall in its sole
     discretion determine to be necessary or advisable;

          (c)  The lapse of such reasonable period of time following the Period
     of Restriction or the exercise of the Option as the Committee from time to
     time may establish for reasons of administrative convenience; and

          (d)  Satisfaction by the Participant of all applicable withholding
     taxes or other withholding liabilities.

     13.2 Legends.  The Company reserves the right to legend any certificate for
shares of Common Stock conditioning sales of such shares upon compliance with
applicable federal and state securities laws and regulations.


                                  ARTICLE XIV

                TERMINATION, AMENDMENT, AND MODIFICATION OF PLAN

     The Board may at any time, upon recommendation of the Committee, terminate,
and may at any time and from time to time and in any respect amend or modify,
                                       34
the Plan; provided, however, that no such action shall impair the rights of any
holder of an Option, SAR or SIR or of Restricted Stock theretofore granted; and
further provided, that no such action of the Board without approval of the
shareholders of the Company may:

          (a)  Increase the total number of shares of Common Stock subject to
     the Plan. except as contemplated in Sections 5.1 and 5.3 hereof,

          (b)  Change the manner of determining the Option price,

          (c)  Withdraw the administration of the Plan from the Committee or the
     Board;

          (d)  Extend the maximum Period of Restriction or extend the maximum
     period or reduce the minimum period during which Options or SARs may be
     exercised, or

          (e)   Change the class of people who may become participants in the
     Plan;

provided further, that, except to the extent otherwise permitted by Section 6.3,
no termination, amendment, or modification of the Plan shall in any manner
affect any Restricted Stock, Option, SAR or SIR theretofore awarded or granted
under the Plan without the consent of the Participant or permitted transferee of
the Option, SAR or SIR or Restricted Stock.
<PAGE>

                                   ARTICLE XV
                                 MISCELLANEOUS


                                       35
     15.1 Employment.  Nothing in the Plan, in any Option, Restricted Stock, SAR
or SIR awarded or granted hereunder, or in any Long-Term Incentive Plan
Agreement relating thereto shall confer upon any employee the right to continue
in the employ of the Company or any Subsidiary.

     15.2 Other Compensation Plans.  The adoption of the Plan shall not affect
any other stock option or incentive or other compensation plans in effect for
the Company or any Subsidiary, nor shall the Plan preclude the Company from
establishing any other forms of incentive or other compensation for employees of
the Company or any Subsidiary.

     15.3 Plan Binding on Successors.  The Plan shall be binding upon the
Company, its successors and assigns, and the Participant, his executor,
administrator and permitted transferees.

     15.4 Singular, Plural- Gender.  Whenever used herein, nouns in the singular
shall include the plural, and the masculine pronoun shall include the feminine
gender.

     15.5 Headings NOT Part of Plan.  Headings of Articles and Sections hereof
are inserted for convenience and reference; they constitute no part of the Plan.

     15.6 Effective Date.  The Plan shall become effective upon its approval by
the holders of a majority of the shares of Common Stock of the Company
represented at an annual or special meeting of the shareholders of the Company.





<PAGE>
                                       36
     DEKALB GENETICS CORPORATION
     PROXY - ANNUAL MEETING OF STOCKHOLDERS
     January 20, 1998

     PROXY SOLICITED BY THE BOARD OF DIRECTORS


          The undersigned acknowledges receipt of the Notice of Annual Meeting
of Stockholders and Proxy Statement dated November 24, 1997.  Bruce P. Bickner
and H. Blair White, each with full power of substitution, and acting alone, are
hereby constituted proxies of the undersigned and authorized to attend the
Annual Meeting of Stockholders of DEKALB Genetics Corporation, a Delaware
corporation (the "Company"), to be held at the DeKalb County Farm Bureau, 1350
West Prairie Drive, Sycamore, Illinois 60178, on January 20, 1998 at 3:00 P.M.,
Central Standard Time, or any adjournment or adjournments of such meeting, and
to represent and vote all shares of Class A Common Stock of the Company which
the undersigned is entitled to vote:

(1)  FOR // election of the four (4) nominees for director named in the
     accompanying Proxy Statement, namely:  Bruce P. Bickner, Dr. Charles J.
     Arntzen, Virginia Roberts Holt and H. Blair White and for the terms
     described in the Proxy Statement.

     INSTRUCTION:  To withhold authority to vote for any individual nominee,
     write each such nominee's name below.



     WITHHOLD // authority to vote for all of the aforementioned nominees as
     director.

                                       37
(2)  FOR //  AGAINST //  ABSTAIN // Approval of the amendment to the Restated
     Certificate of Incorporation of the Company set forth in the Proxy
     Statement.

(3)  FOR //  AGAINST //  ABSTAIN // Approval of the amendments to the DEKALB
     Genetics Corporation Long-Term Incentive Plan set forth in the Proxy
     Statement.

(4)  In their discretion, upon any other business that may properly come before
     the meeting or adjournment thereof.

          This proxy is revocable.  The undersigned hereby revokes any proxy or
proxies to vote or act with respect to such shares heretofore given by the
undersigned.

          THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS SPECIFIED
HEREIN AND, IN THE ABSENCE OF SUCH SPECIFICATIONS, WILL BE VOTED FOR PROPOSALS
(1), (2) and (3).


PLEASE MARK, SIGN, DATE AND RETURN      Date:
THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.  //   I expect to attend this meeting.

               //   I do not expect to attend this meeting.






                                       38


               Please sign exactly as your stock is registered.  Joint owners
                               should each sign personally.  Executors,
                               administrators, trustees, etc. should so
                               indicate when signing.



<PAGE>
     INSTRUCTIONS TO CITIBANK, F.S.B.
     FOR VOTING OF PARTICIPANT'S INTEREST IN THE
     DEKALB GENETICS CORPORATION SAVINGS AND INVESTMENT PLAN

          The undersigned, as a participant in the Company Common Stock Fund of
the DEKALB Genetics Corporation Savings and Investment Plan, acknowledges
receipt of the Notice of Annual Meeting of Stockholders and Proxy Statement
dated November 24, 1997. Furthermore, the undersigned hereby instructs Citibank,
F.S.B., as Trustee, (a) to appoint Bruce P. Bickner and H. Blair White, each
with full power of substitution, and acting alone, as proxies of the
undersigned; (b) to authorize such proxies to attend the Annual Meeting of
Stockholders of DEKALB Genetics Corporation, a Delaware corporation (the
"Company"), to be held at the DeKalb County Farm Bureau, 1350 West Prairie
Drive, Sycamore, Illinois 60178, on January 20, 1998 at 3:00 P.M., Central
Standard Time, or any adjournment or adjournments of such meeting; and (c) to
instruct such proxies to represent and vote all shares of Class A Common Stock
of the Company which the undersigned is entitled to vote:

                         (To be Signed on Reverse Side)
--------------------------------------------------------------------------------
-----------
                                       39

(1)  FOR // election of the four (4) nominees for director named in the
     accompanying Proxy Statement, namely:  Bruce P. Bickner, Dr. Charles J.
     Arntzen, Virginia Roberts Holt and H. Blair White and for the terms
     described in the Proxy Statement.

     INSTRUCTION:  To withhold authority to vote for any individual nominee,
     write each such nominee's name below.



     WITHHOLD // authority to vote for all of the aforementioned nominees as
     director.

(2)  FOR //  AGAINST //  ABSTAIN // Approval of the amendment to the Restated
     Certificate of Incorporation of the Company set forth in the Proxy
     Statement.

(3)  FOR //  AGAINST //  ABSTAIN // Approval of the amendments to the DEKALB
     Genetics Corporation Long-Term Incentive Plan set forth in the Proxy
     Statement.

(4)  In their discretion, upon any other business that may properly come before
     the meeting or adjournment thereof.


          These instructions are revocable.  The undersigned hereby revokes any
instructions to vote or act with respect to such interest in the Plan heretofore
given by the undersigned.

     PLEASE MARK, SIGN, DATE AND RETURN THIS CARD PROMPTLY
                                       40
     USING THE ENCLOSED ENVELOPE.  IF THIS CARD IS NOT COMPLETED
     AND RETURNED ON OR BEFORE JANUARY   , 1998,
                                       --
     THE SHARES REPRESENTING YOUR INTEREST IN THE PLAN WILL NOT BE VOTED.

               Date:

               //   I expect to attend this meeting.

               //   I do not expect to attend this meeting.



                         Signature