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


                                 FORM 10-K


             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                    THE SECURITIES EXCHANGE ACT OF 1934


                  For the Fiscal Year Ended June 30, 1998     
                      Commission File No.: 0-11854


                      BIOTECHNICA INTERNATIONAL, INC.
          (Exact name of registrant as specified in its charter)


             DELAWARE                                22-2344703
  (State or other jurisdiction of                 (I.R.S. Employer
   incorporation or organization)                 Identification No.)


       4001 WAR MEMORIAL DRIVE                           
          PEORIA, ILLINOIS                               61614
(Address of principal executive offices)               (Zip Code)


     Registrant's telephone number, including area code:  (309) 681-0300


         SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                     Common Stock, $.01 par value


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act 
of 1934 during the preceding 12 months, and (2) has been subject to such 
filing requirements for the past 90 days:

                              Yes  X_                    No  __ 
	
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the 
best of registrant's knowledge, in definitive proxy or information statements 
incorporated by reference in Part III of this Form 10-K or any amendment 
to this Form 10-K.                             X

At August 31, 1998, the Company had 103,055,577 shares (not including 39,160 
treasury shares) of its Common Stock, $.01 par value, issued and outstanding.   

At August 31, 1998, the aggregate market value of the voting stock held by 
non-affiliates of the registrant was $286,039 (4,767,319 shares at $0.06 
per share).




                           FORWARD-LOOKING STATEMENTS


Certain statements incorporated by reference or made in this Report, 
including those under the captions "Narrative Description of Business", 
"Competition", and "Management's Discussion and Analysis of Financial 
Condition and Results of Operations" and elsewhere are "forward-looking 
statements" within the meaning of the Private Securities Litigation Reform 
Act of 1995, and are subject to the safe harbor created by that Act.  Such 
forward-looking statements include, without limitation, the future 
availability and prices of raw materials, the availability of capital on 
acceptable terms, the competitiveness of the agricultural seed industry, the 
future availability and pricing of export sale arrangements and other 
statements contained herein that are not historical facts.  Because such 
forward-looking statements involve risks and uncertainties, there are 
important factors that could cause actual results to differ materially from 
those expressed or implied by such forward-looking statements.  Factors that 
could cause actual results to differ materially include, but are not limited 
to, changes in general economic and business conditions (including in the 
agricultural seed industry), the Company's ability to recover its costs of 
goods sold in the pricing of its products, the availability of capital on 
acceptable terms, the availability of raw materials, actions of competitors 
and governmental entities, adverse weather conditions, the future 
availability of export sale arrangements, the support of the Company's 
parent and affiliates, changes in the Company's business strategies and 
other factors. 




PART I

ITEM 1.  BUSINESS
Narrative Description of Business

The primary business of BioTechnica International, Inc., a Delaware 
corporation formed in 1981 (the "Registrant", which together with its 
subsidiary, is referred to herein as "BioTechnica" or the "Company"), is the 
production, processing and sale of agricultural seeds.  Corn, soybeans 
and alfalfa comprise the Company's major product lines.  During Fiscal 1998, 
sales of corn, soybeans, alfalfa, and other agricultural products represented 
65%, 28%, 5%, and 2% of net sales, respectively.  This compares to 63%, 26%, 
5%, and 6% of the Company's net sales during Fiscal 1997, and 60%, 31%, 4%, 
and 5% of the net sales for corn, soybeans, alfalfa, and other agricultural 
products in Fiscal 1996.  The Company's fiscal year begins on July 1 and ends 
on June 30 of each respective year.

The Company contracts with independent farmer-growers for the production of 
corn, soybeans, and wheat to be grown under Company supervision to meet 
specific quality and marketability specifications.  The Company then 
processes and treats the delivered seed with appropriate fungicides and 
insecticides and bags the products for sale.  Because weather conditions can 
cause material fluctuations in yields and seed quality, the Company's cost of 
goods sold is highly dependent upon weather conditions in its growing areas.  
The Company buys alfalfa and other seed products as finished goods from seed 
producers based upon annually negotiated terms which fluctuate with growing 
conditions and supply levels.

The Company sells its products throughout the Midwestern United States mainly 
to farmer-dealers who in turn market the seed to farmers.  Because of the 
seasonal nature of the agricultural seed business, the Company's sales are 
highly concentrated during the period beginning in December and running 
through the spring planting season of each year.  This heavy sales season is 
followed by a period during which the dealers are generally allowed to return 
unplanted seed to the Company.  Reserves are made throughout the selling 
season in anticipation of these returns.  

The Company issues settlement statements to its dealers following the return 
period each year and generally collects payments on annual sales during the 
summer or at harvest time in the fall, although some payments are received at 
various times throughout the year as induced by early payment discounts.  
Management believes these practices and policies are typical of those 
of competitors in the seed industry.

The Company's foundation seed and other raw materials are generally available 
and the Company is not dependent on a single supplier.  The foundation seeds 
needed to produce a particular hybrid or variety are typically available 
only from the supplier holding patent rights to those genetics and supply
may be limited in some situations, depending on customer demand or growing 
conditions.

Seed product revenues were $21,340,000 for Fiscal 1998, including $2,984,000 
in sales to affiliated companies, primarily in Europe.  These sales to 
affiliated companies are the result of annual production contracts for 
specific corn varieties and are based on market price prior to planting 
season each year.  Total export sales, most of which are made to affiliated 
companies, represent approximately 15% of revenues for Fiscal 1998, 15% of 
revenues for Fiscal 1997, and 9% of revenues for Fiscal 1996.  Sales to 
affiliated companies are based solely on their respective needs.  There is 
no assurance that these levels of sales will be maintained in the future.

Government Regulation 

The Company's business is subject to Federal, state and local regulations.  
The Company is not aware of any material administrative, regulatory or 
judicial actions, suits, demand letters, liens, notices of non-compliance or 
violations, investigations or proceedings which will materially impact the 
Company.

Competition

The Company markets its products primarily in the Corn Belt Region of the 
United States, comprised of approximately 12 Midwestern states from 
Colorado to Ohio, and from Kentucky to the Canadian border.  Competitors of 
the Company consist of several very large seed companies and numerous 
smaller operations throughout the Midwestern United States.  The competitors 
of the Company in these markets differentiate their products primarily based 
on price and yield and other agronomic characteristics, as well as on seed 
quality, brand name recognition, and customer service.  The Company 
believes that its products are competitively priced and offer similar 
agronomic characteristics, yield performance, seed quality, and customer 
service as the products of its major competitors in these areas.

The Company's alliance with Groupe Limagrain Holdings S.A. ("Limagrain"), 
which through a majority-owned subsidiary, Limagrain Genetics Corp., 
a Delaware corporation ("LG Corp."), holds approximately 95% of the common 
stock of the Company, allows the Company to position itself to compete with 
other large seed companies on a more effective basis.  Limagrain, together 
with its affiliates ("the Limagrain Group"), being one of the largest seed 
organizations in the world, has extensive research capabilities and 
experience in the seed industry in which the Company now shares.  In 
particular, the germplasm resources of the Limagrain Group are available 
to the Company.

The benefits of association with the Limagrain Group extend not only to 
the technical side of the business, but also to the extensive management, 
marketing, financial, and personnel resources and expertise of the 
Limagrain Group throughout the world.


Customers

No single domestic customer represents more than 10% of the total revenues 
of the Company for Fiscal 1998, 1997, or 1996.


Employees

The Company employed 136 people as of August 31, 1998, including 30 
part-time employees.


Share Repurchases

From time to time the Company evaluates various alternatives available to it 
to enhance the value of the common stock to the minority shareholders.  
These alternatives include, but are not limited to, the repurchase of 
large blocks of shares at a substantial discount.  On February 2, 1998, the 
Company repurchased and retired 1,000,000 shares of its common stock 
(approximately 1.0% of the then-outstanding shares) from a shareholder for 
$0.01 per share.  This price per share was substantially below the 
then-current market price. The effect of this repurchase was to increase 
proportionately the percentage of common stock of the Company held by all 
shareholders by 1.0%, including LG Corp., whose ownership increased from 94% 
to 95%.


Subsequent Events

On September 21, 1998, the Company received a letter from LG Corp. notifying 
the Company of LG Corp.'s intention to cash out the minority stockholders of 
the Company via a short form merger effected pursuant to Section 253 of the 
General Corporation Law of the State of Delaware (the "DGCL").  The 
consideration to be paid to the minority stockholders of the Company in 
such merger is $0.05 per share.

Under the DGCL, because LG Corp. owns more than 90% of the Company, no 
action will be required of the board of directors of the Company or the 
stockholders of the Company (other than LG Corp. acting through its board 
of directors), for the merger to become effective.  Also, as a "short 
form" merger, the board of directors of the Company had no right to a role, 
nor did they have a role, in negotiating the cash-out price, and the Company's
directors have made no determination, nor are they required to make a 
determination, with respect to the fairness of the cash-out price.

The merger is expected to be consummated prior to December 31, 1998, or as 
soon as practicable thereafter.  Under the DGCL, minority stockholders of 
the Company who do not wish to accept the consideration of $0.05 per share 
and who follow the procedures set forth in Section 262 of the DGCL will be 
entitled to have their shares of common stock appraised by the Delaware 
Court of Chancery and to receive payment in cash of the "fair value" of 
such shares.  Prior to the consummation of the merger, LG Corp. reserves 
the right to cancel the merger for any reason, including without limitation 
if (i) any stockholder	of the Company seeks to enjoin the merger or (ii) in 
LG Corp.'s judgment, the anticipated cost of the merger would be materially 
increased by the number of stockholders of the Company seeking their appraisal 
remedy.


ITEM 2.  PROPERTIES

The following table identifies the properties owned or leased by the Company 
and its subsidiary as of June 30, 1998:
                                                            Approximate
                                           Acreage         Square Footage      
                                            Owned         Owned     Leased
Peoria, IL         Corporate Headquarters                           6,000
Prescott, WI       Office/Warehouse                                16,056
Mt. Pleasant, IA   Office/Plant/Warehouse      3.0         32,000
Tekamah, NE        Office/Plant/Warehouse     17.7         74,620
Decatur, IL        Office/Plant/Warehouse      8.3         59,000
Windfall, IN       Office/Plant/Warehouse      9.9         49,300
Elmwood, IL        Office/Plant/Warehouse     40.5        122,577

Conditioning facilities have peak usage only a few months of the year during 
the fall harvest season of September and October.  Weather conditions at 
harvest time can shorten the time available for harvest, requiring more 
capacity at these locations.  During the fall harvest season, the Company's 
production facilities generally run at full capacity.  The Company believes 
it has adequate conditioning/warehouse capacity for the effective operation 
of its business.


ITEM 3.  LEGAL PROCEEDINGS

As of August 31, 1998, there are no material pending legal proceedings to 
which the Company is a party or of which any of its property is the subject.



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

No matter was submitted to a vote of security holders, through the 
solicitation of proxies or otherwise, during the fourth quarter of the 
fiscal year covered by this report.




PART II

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

The common stock of the Company is traded on the Over-the-Counter Bulletin 
Board under the symbol BIOT.  

No dividends on common stock have been paid since the Company's inception 
and the Company anticipates that for the foreseeable future any earnings that 
would otherwise be available for the payment of dividends to the holders of 
common stock will be retained to partially fund the Company's cash 
requirements.

The Class A Preferred Stock of the Company (all of which is owned by LG Corp.) 
pays a dividend of $.75 per share per year when declared by the Board of 
Directors.  No such dividend has been declared by the Board of Directors.  
Pursuant to the terms and conditions of the Company's Class A Preferred 
Stock, should any dividend be declared or paid on the common stock of the 
Company, the holders of Class A Preferred Stock would be entitled to receive 
dividends at a rate per share equal to that of the common stock.

Pursuant to the Company's line of credit arrangement with its principal bank 
(the "Line of Credit"), the Company has agreed that the payment of dividends 
in any fiscal year, if any, will not exceed the Company's net income 
determined on a consolidated basis.  If the Company is in default on any of 
the terms of the Line of Credit, then the Company may not pay or declare any 
dividends, other than dividends payable in stock of the Company.


As of August 31, 1998 there were approximately 500 shareholders of record 
of the Company's common stock, representing approximately 1,500 beneficial 
owners.  As of August 31, 1998, the closing price per share of common stock 
was $0.06.

Price range of common stock:
                                     
                   High Last Sale/Bid Quotation   Low Last Sale/Bid Quotation
Quarter Ended 
  June 30, 1998                $0.1300                      $0.0800
  March 31, 1998               $0.1875                      $0.0625 
  December 31, 1997            $0.5000                      $0.0625
  September 30, 1997           $0.1875                      $0.0625


Quarter Ended
  June 30, 1997                $0.25                        $0.07 
  March 31, 1997               $0.375                       $0.125
  December 31, 1996            $0.50                        $0.125
  September 30, 1996           $0.75                        $0.375

The Source of Bid Quotations is a computerized on-line bid quotation service.  
These quotations reflect inter-dealer prices, without retail markup, markdown, 
or commission, and may not necessarily represent actual transactions.



ITEM 6.  SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA

The following table sets forth selected consolidated financial and operating 
data for the Company and its predecessors for the periods and at the dates 
indicated.  The selected consolidated operating and financial data presented 
below was derived from the Consolidated Financial Statements of the Company, 
which were audited by KPMG Peat Marwick LLP, independent auditors.  The 
table should be read in conjunction with the Consolidated Financial 
Statements, related notes, and other financial information.

<TABLE>
                         
                                       For Years Ended June 30,        
                      1998         1997        1996        1995        1994

                                   ($000's, except per share data)  
<CAPTION>
<S>               <C>          <C>        <C>          <C>         <C>
Operations:
 Net sales        $ 21,340     $ 20,085   $ 18,767     $ 23,961    $ 24,587    

 Operating income
         (loss)     (2,035)        (781)    (2,594)      (1,531)       (477)    

 Net income (loss)  (2,996)    $ (1,449)  $ (2,685)    $ (2,394)   $   (832)   
 Net income (loss)
   per common share: (0.04)    $  (0.02)  $  (0.03)    $  (0.02)   $  (0.01)    

Balance Sheet:
 Total assets      $33,630     $ 33,436   $ 32,957     $ 34,502    $ 39,320    

 Notes payable and 
  long-term debt       431          295        201          285         513 
 Due to affiliate
  long-term          6,761        5,261      3,261        5,326       3,261 
 Shareholders'
      equity       $11,469     $ 14,475   $ 16,105     $ 16,790    $ 17,245    

</TABLE>



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
         RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

Under the Line of Credit arrangement, the Company may borrow up to $12,000,000 
subject to the limitations of a borrowing base formula and other limitations 
contained in the Line of Credit.  Borrowings under the Line of Credit are 
secured by the inventory and accounts receivable of the Company and by the 
guarantees of Limagrain, LG Corp. and the Company's subsidiary.  Borrowings 
outstanding under the Line of Credit at June 30, 1998 and 1997 totaled 
$7,700,000 and $10,900,000, respectively.  The Company has been in compliance 
with, or received waivers for, all loan covenants.

Effective December 1, 1997, the Line of Credit was extended until December 31, 
1998.  Management expects that this Line of Credit will be renewed under 
substantially the same conditions for one year at that time and that the 
Company will have access to sufficient cash resources to meet the reasonably 
foreseeable obligations of its continuing business operations.  Management 
believes that subsequent to the events described above in "Item 1. Subsequent 
Events", that Limagrain and LG Corp. will recapitalize the Company to make 
additional capital resources available and take steps to improve the 
operations and cash flow.  At this time, specific plans and actions are not 
known.  

There is no assurance that LG Corp., or any other affiliate of Limagrain, will 
continue to (i) guarantee the Line of Credit, (ii) loan funds to the Company, 
or (iii) convert such loans to preferred stock.  In addition, there is no 
assurance that, without such guarantees, loans, and/or conversions, the 
Company would be able to comply with the Line of Credit during seasonal 
fluctuations in the Company's borrowing base and net tangible assets, 
respectively.


Fiscal 1998

During Fiscal 1998, cash and cash equivalents increased by $146,000.  The cash 
balance primarily represented cash collected at Company locations at the end 
of June that had not yet been transferred to reduce borrowings under the 
Line of Credit.

Cash flow used in operations totaled $1,855,000 in Fiscal 1998.  This usage 
consisted of a net loss of $2,996,000, and an increase of $2,390,000 in 
accounts receivable resulting from later settlements, and a higher sales 
level.  Items that partially offset this usage were the non-operating loss 
on disposal of fixed assets of $225,000 (primarily resulting from the disposal 
of a portion of the Company's Mt. Pleasant, IA facility), a decrease in 
inventory of $569,000 due to lower current-year seed production, $1,439,000 
in depreciation and amortization, and an increase in accounts payable and 
accrued liabilities of $1,300,000, due primarily to later year-end 
settlements and returns due to weather.

Cash flow from investing activities provided $111,000 of the Company's cash.  
This consisted of capital expenditures totaling $130,000 offset by proceeds 
from assets sold totaling $241,000 (primarily the Mt. Pleasant, IA 
transaction discussed above).

Cash flow provided by financing totaled $1,890,000.  Borrowings under the Line 
of Credit decreased by $3,200,000, primarily due to new borrowings from 
affiliates.  Proceeds from additional debt to affiliates provided $5,100,000.  
During the year, LG Corp. was in a position to lend this additional amount 
due to its own cash flow situation.  In February 1998, the Company 
repurchased 1,000,000 shares of common stock at $0.01 per share, which consumed 
$10,000 in cash.

Fiscal 1997

During Fiscal 1997, cash and cash equivalents increased by $13,000.  The 
Company has a policy of using excess cash to reduce the principal amount 
outstanding under its Line of Credit.  As of June 30, 1997, the Company had 
a cash balance of $207,000.

Cash flow used in operations totaled $1,504,000 in Fiscal 1997.  This consisted 
of a net loss of $1,449,000, a non-operating gain on disposal of assets of 
$13,000, an increase in inventory of $2,354,000, and a decrease in accounts 
payable and accrued liabilities of $124,000 which were partially offset by 
$1,453,000 in depreciation and amortization, an $896,000 decrease in accounts 
receivable, and an $87,000 reduction in other current assets.  The significant 
increase in inventory resulted from (i) the rebuilding of inventory levels 
after the decrease in Fiscal 1996 due to poor production yields, 
(ii) inventory produced for new product introduction, and (iii) lower than 
anticipated domestic sales in Fiscal 1997.  The decrease in accounts 
receivable resulted from (i) lower domestic sales, and (ii) higher levels of 
advance payments by the Company's dealers.

Cash flow from investing activities used $535,000 of the Company's cash.  
Capital expenditures totaled $600,000, with $507,000 of that amount relating 
to the replacement of the Elmwood building destroyed by fire in August of 
1995.  The remainder of capital expenditures were primarily for upgrades 
to the Company's information system.

Cash flow provided by financing activities totaled $2,052,000.  $2,000,000 in 
short-term debt to affiliates was converted into long-term debt to LG Corp.  
Borrowings under the Line of Credit increased by $2,400,000, primarily to 
cover the increased level of inventory.  Payments on long-term notes 
consumed $107,000 in cash.  In June 1997, the Company repurchased and retired 
11,324,051 shares of common stock, which consumed $181,000 in cash.


RESULTS OF OPERATIONS

FISCAL 1998 COMPARED TO FISCAL 1997

Domestic Sales

The Company had domestic seed sales in Fiscal 1998 of $18,047,000, compared to 
$17,004,000 in Fiscal 1997. The Company is introducing new products into its 
lineup to reflect the trends in American agriculture toward 
genetically-modified seeds.  In Fiscal 1998, the Company sold limited 
quantities of various genetically modified corn seeds, and significant 
quantities of genetically modified soybean seeds.  In Fiscal 1998 and future 
years, the Company expects to market larger quantities of these products, 
as well as other new products as they become available.   Although in many 
cases these products carry significantly higher costs to the ultimate 
customer, most of the additional amount collected must be remitted to the 
technology supplier in the form of technology fees and increased royalties.

Export Sales

Export sales for Fiscal 1998 showed an increase compared to Fiscal 1997.  
Fiscal 1998 sales were $3,293,000, compared to Fiscal 1997 sales of 
$3,081,000.  Of these amounts, sales to affiliates amounted to $2,984,000 
and $2,977,000, respectively.  Since most export sales are based on 
annually negotiated production contracts - negotiated at current market rates 
by management of the Company and a representative of the respective 
affiliate - the fluctuations in sales were the result of changes in 
production yields from year to year and changes in demand by affiliated 
companies in Europe.  Typically, high export sales to Europe in one year 
translate into lower sales in the following year, as the affiliates have a 
larger carryover inventory to sell.  There is no assurance that the Company 
and the Limagrain affiliates will continue to reach agreement on such export 
sales arrangements in the future and, if no such agreement is reached, there 
would be a negative impact upon the Company's sales and profit margins.

Cost of Goods Sold

Cost of goods sold was significantly higher in Fiscal 1998 than in Fiscal 1997 
by $1,839,000.  This resulted primarily from higher production costs caused by 
lower production volumes and the poor growing conditions in the sandy 
production areas south of Peoria, IL, where much of the Company's corn 
seeds are grown, during the Summer of 1997, resulting in a higher cost per 
unit.  These higher costs per unit accounted for approximately $1,200,000 in 
higher costs.  The remainder of the change was related primarily to volume 
changes.

Sales and Marketing

Sales and marketing costs were $4,710,000 in Fiscal 1998, compared to 
$4,163,000 in Fiscal 1997.  This increase was related to a significantly 
increased effort in advertising, marketing, and promotion and higher payroll 
costs.

Warehouse and Distribution

Warehouse and distribution costs were $1,331,000 in Fiscal 1998, compared to 
$1,316,000 in Fiscal 1997.  This increase resulted from operating improvements 
and additional costs at the Company's warehouses.  An additional factor was 
logistical associated with product exchanges and replanting by our 
customers in Spring 1998 due to wet weather conditions.

General and Administrative

General and Administrative costs were $2,677,000 in Fiscal 1998, compared to 
$2,569,000 in Fiscal 1997.  This increase was primarily due to higher health 
insurance costs and higher payroll costs.

Interest Expense

Interest expense was higher in Fiscal 1998 than in Fiscal 1997 by $86,000.  
This increase was generated primarily by the higher borrowings resulting 
from the Company's net loss and capital expenditures.  This was partially 
offset by a reduced interest rate on some intercompany borrowings.


FISCAL 1997 COMPARED TO FISCAL 1996

Domestic Sales

The Company had domestic seed sales in Fiscal 1997 of $17,004,000, compared to 
$17,151,000 in Fiscal 1996.  Both domestic corn and soybean sales volumes 
decreased due to competitive pressures.  However, these decreases were 
almost entirely offset by increases in selling prices of the products.  The 
Company is introducing new products into its lineup to reflect the trends in 
American agriculture toward genetically-modified seeds.  In Fiscal 1997, the 
Company sold limited quantities of Roundup Ready(c) Soybeans and Liberty 
Link(c) Corn.  In Fiscal 1997 and future years, the Company expects to 
market larger quantities of these products, as well as other new products 
as they become available.

During Fiscal 1997, the Company experienced an increase in alfalfa sales, 
principally in the northern parts of its marketing area.  This resulted from 
better alfalfa planting conditions in the spring than in the previous 
several years. 

Export Sales

Export sales for Fiscal 1997 showed an increase compared to Fiscal 1996.  
Fiscal 1997 sales were $3,081,000, compared to Fiscal 1996 sales of $1,616,000.
Of these amounts, sales to affiliates amounted to $2,977,000 and $1,489,000, 
respectively.  Since most export sales are based on annually negotiated 
production contracts - negotiated at current market rates by management of 
the Company and a representative of the respective affiliate - the fluctuations 
in sales were the result of changes in production yields from year to year 
and changes in demand by affiliated companies in Europe.  Typically, high 
export sales to Europe in one year translate into lower sales in the 
following year, as the affiliates have a larger carryover inventory to sell.  
(See "ITEM 1.  BUSINESS--NARRATIVE DESCRIPTION OF BUSINESS.")  There is no 
assurance that the Company and the Limagrain affiliates will continue to 
reach agreement on such export sales arrangements in the future and, if no 
such agreement is reached, there would be a negative impact upon the Company's 
sales and profit margins.

Cost of Goods Sold

Cost of goods sold was lower in Fiscal 1997 than in Fiscal 1996 by $671,000.  
This resulted primarily from lower production costs caused by higher production 
volumes and the better growing conditions during the Summer of 1996, 
resulting in a lower cost per unit.  These lower costs per unit accounted for 
approximately $1,000,000 in lower costs.  The remainder of the change was 
related primarily to volume changes.

Warehouse and Distribution

Warehouse and distribution costs were $1,316,000 in Fiscal 1997, compared to 
$1,196,000 in Fiscal 1996.  This increase resulted from operating improvements 
and additional costs at the Company's warehouses.  An additional factor was 
cost of returning a significant quantity of wheat seed that was not planted 
by our customers in Fall 1996.

Sales and Marketing

Sales and marketing costs were $4,163,000 in Fiscal 1997, compared to 
$4,203,000 in Fiscal 1996.  This decrease was related to the decrease in 
sales volume and the Company's efforts to keep costs under control.

Interest Expense

Interest expense was higher in Fiscal 1997 than in Fiscal 1996 by $48,000.  
This increase was generated primarily by the higher borrowings to support the 
higher inventory level and capital expenditures.  This was partially offset 
by a reduced interest rate on intercompany borrowings.

 
ACCOUNTING STANDARDS

Statement of Financial Accounting Standard No. 133, "Accounting for Derivative 
Instruments and Hedging Activities" was issued in June 1998 and is effective 
for Fiscal 2000.  Management is assessing the effects of the provisions of 
this Statement on the financial condition and results of operations of the 
Company.  For additional disclosure, see Note 1.H to the Consolidated 
Financial Statements.






ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                    Page
   Consolidated Financial Statements:                              Number

     Independent Auditors' Report                                            
                                   
     Consolidated Balance Sheets at June 30, 1998 and 1997            

     Consolidated Statements of Operations for the years               
     ended June 30, 1998, 1997 and 1996                              
     
     Consolidated Statements of Changes in Shareholders'
     Equity for the years ended June 30, 1998, 1997 			 
     and 1996                                                        
                   
     Consolidated Statements of Cash Flows for the years               
     ended June 30, 1998, 1997 and 1996                              

     Notes to Consolidated Financial Statements                      

All schedules have been omitted because the required information is not 
applicable or not present in amounts sufficient to require submission of the 
schedule, or because the information required is included in the consolidated 
financial statements or the notes thereto.











INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
BioTechnica International, Inc.:


We have audited the consolidated financial statements of BioTechnica 
International, Inc. and subsidiary (the "Company") as listed in the 
accompanying index. These consolidated financial statements are the 
responsibility of the Company's management.  Our responsibility is to express 
an opinion on these consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of BioTechnica 
International, Inc. and subsidiary as of June 30, 1998 and 1997, and the 
results of their operations and their cash flows for each of the years in the 
three-year period ended June 30, 1998, in conformity with generally accepted 
accounting principles.



                                        			KPMG PEAT MARWICK LLP
Indianapolis, Indiana
July 17, 199

<TABLE>


                       BIOTECHNICA INTERNATIONAL, INC.
                        CONSOLIDATED BALANCE SHEETS
                         (in thousands of dollars)

                                                   June 30,          June 30,
            ASSETS                                    1998              1997  
     
<CAPTION>
<S>                                                <C>               <C> 
Current assets:
  Cash and cash equivalents                        $   353           $   207
  Accounts receivable, less allowance for doubtful
     accounts of $97                                 9,458             7,068
  Inventories                                        7,761             8,330
  Prepaid expenses and other current assets            139               130
       Total current assets                         17,711            15,735
               
Net property, plant and equipment                    8,040             9,316

Goodwill and other assets, net                       7,879             8,385
     Total assets                                  $33,630           $33,436


    LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Borrowings under line of credit                  $ 7,700           $10,900
  Borrowings from affiliates-current                 3,600                --
  Accounts payable                                     489               721
  Accrued liabilities                                2,936             1,669
  Due to affiliates                                    244               115
     Total current liabilities                      14,969            13,405
 
Borrowings from affiliates long-term                 6,761             5,261
Other noncurrent liabilities                           431               295
     Total liabilities                             $22,161           $18,961

Shareholders' equity:                    
  Preferred stock, Class A, 900,000 shares 
    Outstanding (involuntary liquidation value of
    $9 million at June 30, 1998 and 1997)           $    9          $      9
  Common stock, 103,094,737 and 104,094,737 shares
    outstanding at June 30, 1998 and June 30, 1997,
    respectively                                     1,031              1,041
  Additional paid-in capital                        20,823             20,823
  Accumulated deficit                              (10,299)            (7,303)
  Treasury stock                                       (95)               (95)
     Total shareholders' equity                    $11,469            $14,475

Commitments (note 12)

     Total liabilities and shareholders' equity    $33,630            $33,436



See accompanying notes to consolidated financial statement

</TABLE>
<TABLE>


                        BIOTECHNICA INTERNATIONAL, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
               (in thousands of dollars, except per share amounts)


                                   ---------Years Ended June 30,-----------
                                   1998              1997              1996
<CAPTION>
<S>                             <C>               <C>              <C>
Net sales:
  Domestic                      $18,047           $17,004          $ 17,151   
  Export-Affiliates               2,984             2,977             1,489    
  Export-Other                      309               104               127    
                                 21,340            20,085            18,767 

Cost of goods sold               14,158            12,319            12,990  
 
  Gross margin                    7,182             7,766             5,777

Operating expenses:   
  Sales and marketing             4,710             4,163             4,203  
  Warehouse and distribution      1,331             1,316             1,196    
  General and administrative      2,677             2,569             2,473   
  Amortization of goodwill          499               499               499     
                                  9,217             8,547             8,371

     Operating loss              (2,035)             (781)           (2,594)

Other income (expense):
  Interest expense                 (966)             (880)             (832) 
  Gain (loss) on disposition 
      of fixed assets              (225)               13               405    
  Other                             231               208               321  


  Loss before income taxes       (2,995)           (1,440)           (2,700)

  Income tax expense (benefit)        1                 9               (15)  

     Net loss                   $(2,996)         $ (1,449)         $ (2,685)  

Net loss per common share       $  (.04)         $   (.02)         $  (0.03)   

      

See accompanying notes to consolidated financial statements


</TABLE>
<TABLE>

                       BIOTECHNICA INTERNATIONAL, INC.
        CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY    
                 (in thousands of dollars, except share data)

                             Preferred Stock                        Additional
                           Class A Non-Voting    Common Stock         Paid-In 
                           Shares   Par Value  Shares    Par Value    Capital   
<CAPTION>
<S>                        <C>          <C>  <C>           <C>        <C>
Balance June 30, 1995      700,000      $ 7  115,418,788   $1,154     $18,893

Issuance of Preferred
  Stock                    200,000        2           --       --       1,998
Net loss for Fiscal 1996        --       --           --       --          --

Balance June 30, 1996      900,000      $ 9  115,418,788   $1,154     $20,891

Repurchase of common shares     --       --  (11,324,051)    (113)        (68)
    
Net loss for Fiscal 1997        --       --           --       --          --
  
Balance June 30, 1997      900,000      $ 9  104,094,737   $1,041     $20,823
         
Net loss for Fiscal 1998        --       --           --       --          --

Repurchase of common shares     --       --   (1,000,000)     (10)         --

Balance June 30, 1998      900,000      $ 9  103,094,737   $1,031     $20,823

</TABLE>
<TABLE>
                                                                      Total
                                  Treasury Stock      (Accumulated Shareholders'
                                 Shares   Par Value      Deficit)     Equity
<CAPTION>
<S>                              <C>          <C>        <C>        <C>
Balance June 30, 1995            (39,160)     $(95)      $(3,169)   $ 16,790

Issuance of Preferred Stock           --        --            --       2,000
              
Net loss for Fiscal 1996              --        --        (2,685)     (2,685)
 
Balance June 30, 1996            (39,160)     $(95)       (5,854)   $ 16,105
 
Repurchase of common shares           --        --            --        (181)
 
Net loss for Fiscal 1997              --        --        (1,449)     (1,449)

Balance June 30, 1997            (39,160)     $(95)      $(7,303)   $ 14,475
 
Net loss for Fiscal 1998              --        --        (2,996)     (2,996)

Repurchase of common shares           --        --            --         (10)

Balance June 30, 1998            (39,160)     $(95)     $(10,299)     11,469


See accompanying notes to consolidated financial statements


</TABLE>
<TABLE>
                        BIOTECHNICA INTERNATIONAL, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (in thousands of dollars)

                                                      Years Ended June 30,      
                                                  1998        1997       1996
<CAPTION>
<S>                                           <C>         <C>        <C>
Cash Flow from Operating Activities:
  Net loss                                    $ (2,996)   $  (1,449) $ (2,685)
  Adjustments to reconcile net loss
     to net cash used in operating activities:
     Depreciation                                  940          954       903   
     Amortization                                  499          499       499   
     (Gain) loss on disposition of fixed assets    225          (13)     (405)  
     
  Changes in assets and liabilities:
     Accounts receivable                        (2,390)         896      (186)  
     Inventories                                   569       (2,354)      951   
     Other assets                                   (2)          87        27 
     Accounts payable and Accrued
       liabilities, and Due to affiliates      	 1,300	        (124)     (178)

  Net cash provided by (used in)
	  operating activities                         (1,855)      (1,504)   (1,074)
  

Cash Flow from Investing Activities:
  Acquisition of property, plant
     and equipment                                (130)        (600)   (1,527)
  Proceeds from asset sales                        241           65     1,078   
    
 Net cash provided by (used in)                  
       investing activities                        111         (535)     (449)  


Cash Flow from Financing Activities:
  Net borrowing(repayment) under line of credit (3,200)       2,400      (700)
  Proceeds (payment) of long-term debt  
     to affiliates                               1,500        2,000    (2,065) 
  Proceeds (payment) of short-term debt  
     to affiliates                               3,600       (2,060)    2,175   
  Payments on long-term debt and 
     notes payable                                  --         (107)      (92)
  Repurchase of common stock                       (10)        (181)       --  
  Issuance of Class A Preferred Stock               --           --     2,000  

 Net cash provided by 
       financing activities                      1,890        2,052     1,318  
       
Net increase (decrease) in
         cash and cash equivalents                 146           13      (205)

Cash and cash equivalents at
    beginning of year                          $   207    $     194    $  399 

Cash and cash equivalents at
    end of year                                $   353    $     207    $  194 
          


See accompanying notes to consolidated financial statement


</TABLE>
 

                            BIOTECHNICA INTERNATIONAL, INC.
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A.  Business
BioTechnica International, Inc. and its subsidiary, LG Seeds, Inc. (the 
"Company"), sell corn, soybean, alfalfa and other agricultural seed to 
dealers, distributors and farmers through its seed operations.  The Company 
operates in a twelve-state region centered in the Midwestern United States.  
Sales are generally made on open account to customers.  Because of the 
geographic concentration of the Company's customers in the Midwest, it is 
significantly dependent upon the weather and market conditions in its market 
areas.  In addition, industry sales levels are dependent upon factors 
resulting from governmental agriculture policies and farm programs.

As of June 30, 1998, approximately 95% of the common stock and 100% of the 
Preferred Stock of the Company is owned by Limagrain Genetics Corporation 
("LG Corp."), which is controlled by Groupe Limagrain Holding ("Limagrain") 
of Chappes, France.

B.  Principles of Consolidation
The consolidated balance sheets as of June 30, 1998 and 1997, and statements of 
operations for the three years ended June 30, 1998, include the Company and its 
wholly-owned subsidiary, LG Seeds, Inc.  All significant intercompany 
balances and transactions have been eliminated in consolidation.

C.  Revenue Recognition
Sales of seed products are recorded upon shipment, reduced by a reserve for 
estimated returns and discounts.

D.  Research and Development Costs
Although the Company has no significant internal research and development 
effort, it has access to research conducted by LG Corp. and other Limagrain 
affiliates.  The cost of this expertise is paid to LG Corp. in the form of 
royalties on products sold.

E.  Advertising
The Company expenses all advertising in the period incurred.  Advertising 
expenses for Fiscal 1998, 1997, and 1996 were $166,000, $133,000, and $80,000, 
respectively.

F.  Cash and Cash Equivalents
Cash and cash equivalents consist of cash in banks and short-term investments 
with original maturities of three months or less.

G.  Inventories
Inventories consist primarily of seed products and supplies.  Seed product 
inventory is valued at the lower of average cost by crop year or market.  
Supply inventory is valued at the lower of cost (using the first-in, 
first-out method) or market. Gains or losses, if any, on commodity 
hedging transactions are included as a component of inventory.

H.  Derivatives
The Company has contractual commitments with seed growers for payments based on 
the local commodity prices for soybeans and wheat.  To mitigate the impact of 
fluctuations in commodity prices on inventory costs, the Company attempts from 
time to time to hedge these commitments by using Chicago Board of Trade 
futures contracts for the respective crops.  The Company matches these 
futures contracts to its purchases of inventory, closing out the futures 
contracts as payments are made to the seed growers and recognizing the gains 
and losses as a component of the product cost in cost of sales. There were 
no open futures contracts at either June 30, 1998 or 1997.

I.  Property, Plant and Equipment
Property, plant and equipment are recorded at cost and are depreciated using 
the straight-line method over the estimated useful lives of the assets.  
Depreciable lives for asset classes are:

                      Land improvements                 15 years
                      Buildings and improvements        15 to 32 years
                      Machinery and equipment           3 to 20 years
              



J.  Goodwill 
Goodwill is being amortized using the straight-line method over a period of 20 
years. The Company evaluates the existence of goodwill impairment on the basis 
of whether the goodwill is fully recoverable from projected, undiscounted 
net cash flows.
 
K.  Income Taxes
The Company utilizes the asset and liability method of accounting for income 
taxes whereby deferred tax assets and liabilities are recognized for the future 
tax consequences attributable to differences between the financial statement 
carrying amounts of existing assets and liabilities and their respective tax 
bases.  Deferred tax assets and liabilities are measured using enacted tax 
rates expected to apply to taxable income in the years in which those 
temporary differences are expected to be recovered or settled. The effect on 
deferred tax assets and liabilities of a change in tax rates is recognized in 
income in the period that includes the enactment date.

The Company files a Federal consolidated tax return with other corporations 
controlled by LG Corp. The related tax sharing agreement provides that 
consolidated Federal income tax is allocated among profitable companies.  
Companies with operating losses receive benefits in the future by 
effectively offsetting taxable income against prior operating losses.

L.  Loss Per Common Share
Loss per common share has been computed by dividing the loss applicable to 
common shareholders by the weighted-average number of common shares 
outstanding.  Net loss has been increased by current year cumulative 
preferred stock dividends (whether or not declared) to arrive at loss 
applicable to common shareholders.  The Company has no dilutive potential 
common shares.

M.  Fair Value of Financial Instruments
Carrying amounts of cash and cash equivalents, accounts receivable, accounts 
payable, accrued liabilities, and due to affiliates-current, approximate fair.  
The Company's borrowings under its Line of Credit are at variable interest 
rates tied to market rates and, accordingly, the Company considers the fair 
value to be the same as the carrying value.  The estimated fair value 
of Borrowings from Affiliates-long-term, based on borrowing rates currently 
available to the Company on bank loans with similar terms and maturities would 
be $5,919,000.

N. Use of Estimates
Management of the Company has made a number of estimates and assumptions 
related to the reporting of assets and liabilities and the disclosure of 
contingent assets and liabilities to prepare these financial statements in 
conformity with generally accepted accounting principles.  
Actual results could differ from these estimates.

2.  INVENTORIES
Inventories at June 30, 1998 and 1997 are as follows:

                                                (in thousands of dollars)
                                                  1998              1997   
                    
     Finished seed                             $ 4,473           $ 4,666      
     Unfinished seed                             2,594             2,955      
     Supplies and other                            694               709       
        Total inventories                      $ 7,761           $ 8,330       

"Finished seed" consists of bagged product, ready for sale, net of reserves 
for obsolescence.  "Unfinished seed" consists of bulk product not yet bagged 
and the cost associated with the seed crop planted in the spring of the 
applicable fiscal year.  "Supplies and other" consists of foundation seed, 
unused bags, pallets and other supply items.

3.  PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment at June 30, 1998 and 1997 are as follows:

                                                (in thousands of dollars)
                                                  1998              1997    

     Land and improvements                     $   577          $    768  
     Buildings and improvements                  7,869             8,185      
     Machinery and equipment                     5,399             5,312   
     Construction in progress                       13                52     
                                               $13,858           $14,317    
 
     Less accumulated depreciation               5,818             5,001 
       Net property, plant and  
         equipment                             $ 8,040           $ 9,316 



4. LOSS PER SHARE

Loss per share was calculated as follows:      (in thousands of dollars)
   
                                             1998          1997          1996   
   
     Net loss                            $ (2,996)     $ (1,449)     $ (2,685)
     Current year cumulative preferred                  
         stock dividends (undeclared)        (675)         (675)         (608)
     Net loss available for common
         shares                            (3,671)       (2,124)       (3,293)

     Weighted average shares outstanding 103,650,098  114,635,033    15,379,628

     Net loss per common share              (0.04)        (0.02)        (0.03)

5.  GOODWILL AND OTHER ASSETS

Goodwill and other assets consist of the following:
                                                (in thousands of dollars)
                                                 1998               1997
    Goodwill                                  $ 9,966            $ 9,966
    Amortization of goodwill                   (2,173)            (1,674)   
        Net goodwill                          $ 7,793            $ 8,292      
    Deposits and other                             86                 93       
        TOTAL                                 $ 7,879            $ 8,385       
 
6.  LINE OF CREDIT AND NOTE PAYABLE

The Company has a revolving credit arrangement with its principal bank 
("Line of Credit") whereby the Company can borrow up to $12,000,000 based on 
a borrowing base formula and subject to certain limitations in availability.  
This Line of Credit, which expires December 31, 1998, bears interest (at 
the Company's option) based upon (i) the Bank Prime Loan rate, (ii) the 
London Interbank Offered Rate ("LIBOR") index or (iii) the Bank Offered Rate.  
Borrowings under this Line of Credit are secured by the inventory and accounts 
receivable of the Company and its subsidiary and by the guarantees of 
Limagrain and LG Corp.  The maximum and average amounts outstanding under 
this Line of Credit during the year ended June 30, 1998 were $10,900,000 and 
$6,177,000, respectively.  The weighted average interest rate during Fiscal 
1998 was 6.92%.

7.  BORROWINGS FROM AFFILIATES

Borrowings from affiliates at June 30, 1998 and 1997 were as follows:
                                                 (in thousands of dollars)

                                                     1998              1997
    Current:
    Limagrain Genetics Corp.
       Due on demand at an annual interest        $ 3,000           $    --
         rate of 6.5%                              
       Due on demand at an annual interest
         rate of 5%                                   600                --
       Total borrowings from affiliates-current   $ 3,600           $    --    

    Long-term:
    Limagrain Genetics Corp.
       Due July 1, 2000 at an annual interest     $ 1,500           $    --
         rate of 6.5%                              
       Due July 1, 2000 at an annual interest
         rate of 5%                                 5,261             5,261 
       Total borrowings from affiliates-long-term $ 6,761           $ 5,261

In addition to these notes at June 30, 1998 and 1997, the Company owes 
affiliates $244,000 and $115,000, respectively, for current items.
   
8.  CAPITAL STOCK

Authorized shares of stock include: 150,000,000 shares of common stock; 
11,100,000 shares of Class A common; 11,100,000 shares of Class B common; 
and 2,000,000 shares of Class A Preferred.

As of June 30, 1998 and 1997, there were only two classes of stock issued and 
outstanding:  common stock and Class A Preferred Stock.

On November 30, 1995, the Company retired a long-term note of $2,000,000 in 
exchange for $2,000,000 of the Company's Class A Preferred Stock.

On June 6, 1997, the Company repurchased and retired 11,324,051 shares of its 
common stock from a shareholder at $0.016 per share.  This common stock 
represented approximately 9.8% of the total common stock.  The price of 
$0.016 per share was substantially below the then-current market price and 
net book value per share.

On February 2, 1998, the Company repurchased and retired 1,000,000 shares of 
its common stock from a shareholder at $0.01 per share.  This common stock 
represented approximately 1.0% of total common stock outstanding on that 
date.  The price of $0.01 per share was substantially below the then-current 
market price and net book value per share.


The Class A Preferred Stock of the Company (all of which is owned by LG Corp.) 
pays a cumulative dividend of $.75 per share per year when declared by the 
Board of Directors.  No such dividend has been declared by the Board of 
Directors.  Pursuant to the terms and conditions of the Company's Class A 
Preferred Stock, should any dividend be declared or paid on the common stock 
of the Company, the holders of Class A Preferred Stock would be entitled to 
receive dividends at a rate per share equal to that of the common stock in 
addition to their preferred dividends.  As of June 30, 1998 and 1997, the 
cumulative amount of undeclared dividends on the Class A Preferred Stock 
was $2,425,000 and $1,750,000, respectively.

9.  STOCK OPTION PLAN

The Company has reserved 1,500,000 shares of common stock for issuance under an 
incentive stock option plan.  During Fiscal 1996, all outstanding options 
were either (i) repurchased by the Company or (ii) determined to have expired. 
The cancellation of these options resulted in a reduction of general and 
administrative expense of $150,000 during Fiscal 1996.  As of June 30, 1998 
and 1997, there were no options outstanding.

10.  RETIREMENT PLAN

The Company participates in a 401(k) savings retirement plan sponsored by 
LG Corp.  The plan covers substantially all full-time employees of the 
Company with at least one year of service.  Vesting occurs over a five-year 
period at 20% per year.  Employees may contribute up to the lesser of 15% of 
their salary or an amount determined annually by Federal income tax 
regulations.  Company contributions may consist of a basic amount for all 
covered employees, a matching contribution for a portion of employee 
contributions, and a potential additional discretionary contribution.

Company contributions under the plan were $168,207, $177,064, and $82,145, for 
Fiscal 1998, Fiscal 1997, and Fiscal 1996, respectively.

11.  INCOME TAXES

On June 30, 1998 and 1997, the Company had pre-acquisition net operating loss 
carryforwards of approximately $1,360,000 and $1,496,000, respectively, 
which expire at a rate of $136,000 per year through 2008. The Company had 
post-acquisition net operating loss carryforwards of approximately $14,886,000 
and $13,332,000 on June 30, 1998 and 1997, respectively, which expire through 
2018. 

The components of income tax expense (benefits) are as follows:
                                           (in thousands of dollars)  
                                     1998              1997             1996 
                
  Federal                            $ --              $ --             $(28)
  State                                 1                 9               13   
  Total                              $  1              $  9             $(15)   

The actual income tax benefit differed from the expected income tax benefit 
(computed by applying the applicable U.S. Federal corporate income tax rate 
of 34% to loss before income taxes) as follows: 
                                            (in thousands of dollars)
                                     1998              1997             1996

Computed "expected" tax benefit   $(1,018)            $(490)           $(933)  
Amortization of goodwill              170               170              170   
State income taxes, net of
   Federal benefit                     --                 6                9    
Alternative minimum tax                --                --              (28)   
Other                                (324)               24             (250)   
Change in valuation allowance       1,173               299            1,017    
   Total                           $    1             $   9           $  (15)  

The tax effects of temporary differences that give rise to significant portions 
of the deferred tax assets and liabilities at June 30, 1998 and 1997 are 
presented below.
                                                     (in thousands of dollars)

                                                       1998             1997
Deferred tax assets:
  Net operating loss carryforward
   (Pre-acquisition)                                 $   530        $    583   
  Net operating loss carryforward
   (Post-acquisition)                                  5,804          5,199    
  Allowance for doubtful accounts                         38             38    
  Allowance for inventory valuation                      179            121    
  Accrued compensation, sales allowances
   and other expenses                                    827            295  
       Total gross deferred tax assets               $ 7,378        $ 6,236   
       Valuation allowance                            (6,792)        (5,623)   

  Total deferred tax assets                              586            613

Deferred tax liability:
  Difference between basis of fixed
   assets for book and tax purposes                   $ (586)       $ (613)
   
  Net deferred tax assets                             $   --        $   -- 
                                  
The change in the deferred tax valuation allowance was an increase of 
$1,173,000 in Fiscal 1998 compared to an increase of $299,000 in Fiscal 1997, 
and an increase of $1,017,000 in Fiscal 1996.

At June 30, 1998 and June 30, 1997, the amount of valuation allowance, which if 
realized would result in a reduction of goodwill, aggregated $530,000, and 
$583,000, respectively.

12.  COMMITMENTS

The Company leases various real and personal property under non-cancelable 
operating leases which expire through 2002.  Rental expenses charged to 
operations were $638,407, $614,321, and $465,000 for the years ended 
June 30, 1998, 1997 and 1996, respectively.  Future annual minimum 
rentals are $573,915, $432,917, $181,506, $46,468, and $739, for Fiscal 1999 
through 2003, respectively.

13.  RELATED PARTIES

The Company has access to the Limagrain germplasm.  The cost to access this 
germplasm is paid to LG Corp. as royalties on corn and soybean units sold.  
Costs incurred for corn royalties were approximately $87,000, $71,000, and 
$94,000 for Fiscal 1998, 1997 and 1996, respectively.  The Company accrued 
or paid $31,000, $44,000, and $50,000 to LG Corp. for royalties on soybean 
genetics for Fiscal 1998, 1997 and 1996, respectively.

The Company has agreements with affiliated companies that provide for certain 
administrative and management services.  Combined costs incurred under 
these agreements were $400,000, $300,000, and $320,000 for Fiscal 1998, 1997 
and 1996, respectively.  Fees for these arrangements are negotiated annually 
by management and approved by the Board of Directors.

The Company sells seed to various affiliated companies in Europe primarily 
under production contracts.  These contracts are negotiated annually and are 
based on market pricing and quantities determined by the affiliates' 
requirements.  Export sales to affiliates amounted to $2,984,000 for Fiscal 
1998, $2,977,000 for Fiscal 1997, and $1,489,000 for Fiscal 1996.

During Fiscal 1996, the Company repurchased 70,000 stock options from officers 
and directors for $3,400. The repurchase of the options, with exercise prices 
between $1.31 and $3.50 per share, resulted in a reduction of approximately 
$66,000 in long-term liabilities.  The net result was a reduction of general 
and administrative expenses of $62,000.

14. SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid for interest aggregated approximately $1,074,000, $880,000 and 
$728,000 for Fiscal 1998, 1997, and 1996, respectively.

15.  LIQUIDITY

The Company has incurred net operating losses and negative cash flow from 
operations for Fiscal 1998, 1997, and 1996.  The Company's current line of 
credit expires on December 31, 1998, at which time management expects to 
renew this credit facility.

Management believes that subsequent to the events described below in "Note 17. 
Subsequent Events", that Limagrain and LG Corp. will recapitalize the Company 
to make additional capital resources available and take steps to improve the 
operations and cash flow.  At this time, specific plans and actions are not 
known.

16. OTHER INCOME AND EXPENSE

Included in other income and expense are $123,000, $95,000, and $68,000 in 
finance charge income on customer accounts for Fiscal 1998, 1997, and 1996, 
respectively.  Also included in other income and expense for Fiscal 1996 is 
$94,000 of gain on the disposal of AgriBioTech, Inc. common stock received 
during Fiscal 1995 by the Company as part of the proceeds from the disposal 
of its Scott Seed Company operations. 

17. SUBSEQUENT EVENTS

On September 21, 1998, the Company received a letter from LG Corp. notifying 
the Company of LG Corp.'s intention to cash out the minority stockholders of 
the Company via a short form merger effected pursuant to Section 253 of the 
General Corporation Law of the State of Delaware (the "DGCL").  The 
consideration to be paid to the minority stockholders of the Company in such 
merger is $0.05 per share.

Under the DGCL, because LG Corp. owns more than 90% of the Company, no action 
will be required of the board of directors of the Company or the stockholders 
of the Company (other than LG Corp. acting through its board of directors), 
for the merger to become effective.  Also, as a "short form" merger, the 
board of directors of the Company had no right to a role, nor did they have a 
role, in negotiating the cash-out price, and the Company's directors have made 
no determination, nor are they required to make a determination, with 
respect to the fairness of the cash-out price.

The merger is expected to be consummated prior to December 31, 1998, or as soon 
as practicable thereafter.  Under the DGCL, minority stockholders of the 
Company who do not wish to accept the consideration of $0.05 per share and 
who follow the procedures set forth in Section 262 of the DGCL will be 
entitled to have their shares of common stock appraised by the Delaware Court
of Chancery and to receive payment in cash of the "fair value" of such shares.  
Prior to the consummation of the merger, LG Corp. reserves the right to 
cancel the merger for any reason, including without limitation if (i) any 
stockholder	of the Company seeks to enjoin the merger or (ii) in LG Corp.'s 
judgment, the anticipated cost of the merger would be materially increased 
by the number of stockholders of the Company seeking their appraisal remedy.


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
FINANCIAL DISCLOSURE

None.

                        PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following information is furnished with respect to the Directors of the 
Corporation:

                        Principal Occupations the Last                Director
Name           Age      Five Years; Other Directorships                  Since  

Claude Agier         54   Mr. Agier has been a member of the Limagrain    1994
                          Cooperative since 1966 and has served as a 
                          director of all the companies belonging to 
                          the Field Seeds Division of the Limagrain 
                          Group since 1985.  Mr. Agier manages a farm
                          of 150 acres.

George R. Allbritten 67   Mr. Allbritten retired as the Vice President-   1994
                          Finance, Secretary, Treasurer,and Chief 
                          Financial Officer of the Corporation on 
                          August 31, 1994, an office he had held 
                          since October 1993.  From December 1990 to 
                          October 1993, Mr. Allbritten was President-
                          Chief Operating Officer of Ferry-Morse Seed 
                          Company, a subsidiary of Limagrain, where 
                          he also served as Senior Vice President from 
                          1983 to 1990 and Vice President-Finance 
                          from 1973 to 1983.

 Bruno Carette       43   Mr. Carette was appointed Chief Executive       1997
                          Officer of the Corporation effective 
                          September 1, 1997.  In addition, he 
                          has served as President and Chief Operating 
                          Officer since July 1, 1996.  He served as 
                          Vice President, Sales and Marketing of the 
                          Corporation from 1994 to 1996.  From 1990 
                          to 1993, Mr. Carette was Company Production 
                          Manager at Vilmorin S.A., a Limagrain 
                          affiliate.  Prior to that, he 
                          was the Overseas Production Manager for 
                          Vilmorin S.A. from 1988 to 1990.

Ralph W.F. Hardy      64  In 1996, Dr. Hardy became President of the      1984 
                          National Agricultural Biotechnology Council 
                          and a Board member and Corporate Secretary 
                          of the United States Department 
                          of Agriculture's Alternative Agriculture 
                          Research and Commercialization Corporation.  
                          From September 1987 until August 1995, Dr. 
                          Hardy was President and Chief Executive 
                          Officer of the Boyce Thompson Institute for 
                          Plant Research at Cornell University. From 
                          November 1984 to January 1986, 
                          Dr. Hardy was President and Chief Operating 
                          Officer of the Corporation.

Francois Heyraud          Mr. Heyraud has served as a director of         1998
                          the Corporation since May 1998.  He has 
                          been a member of the Limagrain
                          Cooperative Board of Directors since 1984.  
                          Mr. Heyraud owns a farm near Clermont-Ferrand, 
                          France.

Serge Lebreton        57  Mr. Lebreton joined the Limagrain               1997 
                          Cooperative Board of Directors in 1969 
                          as Vice Chairman/Treasurer.  In 1984 
                          he was appointed President of the Corn 
                          Seeds Division of the Limagrain Group.  
                          Since 1993, he has been the President 
                          of the Bio-Health Division of the Group and 
                          Chairman of the Dolisos companies.  He 
                          serves as President of the regional 
                          section of ONIC (Office National 
                          Interprofessional des Cereales) and as a 
                          member of the Board of Directors of a local 
                          banking agency of the Credit Agricole.     

Claude Lescoffit     51   Mr. Lescoffit is an Engineer of Ecole des       1997 
                          Mines de Paris.  After several years in 
                          French Research Laboratories, and 
                          industrial experience in the steelmaking 
                          and automotive industry, he joined Michelin 
                          in 1982.  In 1987, he became Executive 
                          Vice President in charge of process engineering.  
                          He was a member of the Executive Committee 
                          of Michelin.  He joined Groupe Limagrain 
                          in 1996 as Corporate Vice President in charge 
                          of development of biotechnologies.  
                          In 1997, became Chief Executive Officer 
                          of Limagrain Agro-Genetics, the field seeds 
                          division of Limagrain.  He is also President 
                          of the Executive Committee of BIOGEMMA, a joint 
                          venture in biotechnology between several 
                          seed companies in Europe.
                          
Laurent Petoton      62   Mr. Petoton has been a member of the Limagrain  1994
                          Cooperative since 1971 and has served as 
                          director since 1978.  He has been Chairman of 
                          the Board of Directors of Force Limagrain BV 
                          (Holland) since 1989 and has served as a 
                          director of all the companies belonging to 
                          the Field Seeds Division of the Limagrain
                          Group since 1985.  Mr. Petoton is a Board 
                          member of the local branch of the Credit 
                          Agricole Bank.

Information about the executive officers of the Corporation who are not 
nominees for election as Directors is set forth below.  All executive 
officers serve at the discretion of the Board of Directors and are 
indicated below by an asterisk (*) after their names.  Day-to-day operations 
of the Corporation are managed by the BioTechnica Internanational, Inc./
LG Seeds, Inc. Operating Committee.  A listing of the Operating Committee 
members follows.

                         Position with the Corporation, Principal
Name               Age   Occupations During the Last Five Years


Roger E. Bonsack   46    Mr. Bonsack was appointed National Sales Manager of 
                         the Corporation as of July 1, 1996.  Prior to that 
                         date, he was the Location Sales and Marketing 
                         Manager of the Corporation's Tekamah, NE Service 
                         Center since July, 1991.  Prior to that, he 
                         served in various management positions 
                         with Dekalb Genetics.


Jacqui Doublier     47   Mr. Doublier was appointed Manager, Marketing and 
                         Product Development of the Corporation as of 
                         September 16, 1996.  Prior to that, he was Ex- 
                         port Sales Manager from 1989 to 1996 at Vilmorin S.A.,
                         a Limagrain affiliate in the field of vegetable seeds.

Edward M. Germain*  46   Mr. Germain was appointed Vice President, Finance, 
                         Chief Financial Officer and Secretary of the 
                         Corporation as of July 1, 1996.  Prior to 
                         that date, he served as Chief Financial Officer 
                         and Secretary of the Corporation since November 1, 
                         1994.  Prior to that, he served as Controller of 
                         Shissler Seed Company from 1993 to 1994 and 
                         held various financial and management positions 
                         with Briggs Industries, Inc. and Pekin Energy 
                         Company.

Larry D. Rieffel*   51   Mr. Rieffel was appointed Vice President, Production 
                         and Logistics as of July 1, 1996.  Prior to that 
                         date he served as Corporate Production 
                         and Logistics Manager of the Corporation since 
                         July 1, 1994.  Prior to that, he served in senior 
                         management positions of the Corportion and 
                         with NobleBear Seed Company before it was acquired 
                         by the Corporation.
                         
Barbara A. Wittig   32   Ms. Wittig was appointed Human Resources, Training 
                         and Internal Communications Manager of the 
                         Corporation as of July 1, 1997.  Prior to 
                         that date, she was the Human Resources Manager of 
                         the Corporation since August, 1994.  Prior to 
                         that, she served in various positions with 
                         Dialysis Centers of America and Burns International 
                         Security Services.

Jean Paul Zink*     49   Mr. Zink was appointed Executive Vice President of 
                         the Corporation as of November 1,1997.  Prior to 
                         that date, he was General Manager of Limagrain 
                         Canada Seeds, a Limagrain Affiliate headquartered 
                         in Saskatoon, Saskathewan.  Prior to April, 1993, 
                         he served in various management positions with 
                         other Limagrain affiliates in Europe.

ITEM 11.  EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE:  The following table summarizes, for each of 
the last three fiscal periods, the compensation awarded, paid to or earned 
by (i) the current CEO, and (ii) each of the four most highly compensated 
executive officers other than the CEO who served as executive officers of 
the Corporation or its subsidiaries, as of June 30, 1998, whose annual 
compensation exceeded $100,000, if any.  The Corporation does not currently 
award (and there are no outstanding) restricted stock, stock options, stock 
appreciation rights, or other long-term incentive compensation.

SUMMARY COMPENSATION TABLE

                                                    Long-Term
                                                    Compensation
    Name and             Annual Compensation        Awards          All Other
Principal Position    Year    Salary     Bonus      Options/SARs  Compensation

Bruno Carette         1998  $127,155(1)  (3)            (2)            $-0-
President and Chief   1997  $107,570(1) $13,077         (2)            $-0-
  Executive Officer   1996  $ 88,225(1) $-0-            (2)            $-0-

Note:  Prior to July 1, 1996, Mr. Carette was Vice President-Sales and 
       Marketing of the Corporation.  From July 1, 1996 to the present, he 
       was President and Chief Operating Officer.  Effective September 1, 
       1997, Mr. Carette assumed the duties of Chief Executive 
       Officer upon the resignation of the previous CEO. 

No other officers of the Corporation had annual compensation in excess 
of $100,000.

(1) Includes personal use of Corporation automobile.
(2) Mr. Carette is covered under the retirement system established under 
    French law.  The French retirement system is similar to the United States 
    social security system -- a company makes mandatory contributions on 
    behalf of all of its employees based on a percentage of the employee's 
    salary.  The funds are paid to, and administered by, a governmental 
    entity.  The amount of the contribution on behalf of each employee is 
    mandatory.  In addition, in France a company may elect to make 
    additional contributions on behalf of its employees and if a company 
    chooses to do so, such additional contributions are governed by the same 
    principles as for the mandatory contributions as described herein.  
    Limagrain normally makes additional contributions on behalf of all of its 
    employees.  See discussion of Limagrain Genetics International Service 
    Agreement under "CERTAIN RELATIONSHIPS AND OTHER RELATED TRANSACTIONS."
(3) This amount will be determined at a later date.  It is estimated to be 
    approximately $5,000. 


The following is the report of the Compensation Committee of the Corporation 
(the "Committee") on executive compensation for Fiscal 1998 for executives 
of the Corporation.

COMPENSATION PHILOSOPHY:  The Committee believes that it is in the best 
interest of the shareholders of the Corporation for the Corporation to 
attract, maintain and motivate top quality management personnel, especially 
its executive officers.  The general philosophy of the Committee is to 
integrate (i) reasonable levels of annual base compensation and (ii) annual 
cash bonuses based on achievement of short-term corporate and individual 
performance goals, such that executive compensation levels will be higher in 
years in which performance goals are achieved or exceeded.

The elements of the Committee's integrated compensation philosophy are 
summarized as follows:

BASE COMPENSATION LEVELS:  The base compensation levels for the management of 
the Corporation are determined according to the compensation policy in place 
at Limagrain for its executives.

PERFORMANCE BASED COMPENSATION:  The compensation package for management of 
the Corporation also includes performance-based elements.  Annual cash 
bonuses can be earned based on achievement of Corporation and/or individual 
base performance goals determined at the beginning of the year by the 
Committee for Mr. Carette, President and Chief Executive Officer of the 
Corporation, and proposed by Mr. Carette and reviewed by the Committee for 
all other executives.  Economic results are the primary measure of Corporate 
performance.

RELATIONSHIP OF CORPORATE PERFORMANCE TO FISCAL 1998 COMPENSATION: For Fiscal 
1998, the potential performance based compensation amount for Mr. Carette 
consisted of a cash bonus to be paid subsequent to the end of the fiscal 
year.  The amount to be paid will be calculated based on two factors:  
(i) an amount based on an amount approximately equal to cash generated by 
operations above a certain level; and (ii) an amount based upon the financial 
results of Limagrain Genetics International.  As of August 31, 1998, the 
amount of such bonus has been estimated at $5,000.

A substantially similar arrangement existed for Fiscal 1997 under which Mr. 
Carette received a cash bonus of $13,077.

The Compensation Committee is composed of Messrs. Lescoffit, Petoton and 
Agier, none of whom are employees of the Corporation, but all of whom are 
representatives of Limagrain.

							Claude LESCOFFIT, Chairman	
							Laurent PETOTON
							Claude AGIER


Directors who are not salaried employees of, or consultants to, the 
Corporation or representatives of Limagrain are entitled to receive an 
annual retainer of $4,000 each.  Directors who are salaried employees of the 
Corporation are not entitled to any additional remuneration above and beyond 
their salary.  Directors who are representatives of Limagrain are not 
entitled to any remuneration from the Corporation.  Directors who are 
consultants to the Corporation are not entitled to any additional 
remuneration above and beyond the amounts set forth in their individual 
consulting agreements.  Messrs. Lebreton, Lescoffit, Agier, Heyraud, and 
Petoton are considered representatives of Limagrain and, therefore, received 
no remuneration from the Company for their services as Directors of the 
Corporation.  Dr. Hardy had a consulting agreement with the Corporation 
which provided for the payment of $15,000 per year.  During the year ended 
June 30, 1998 and 1997, Dr. Hardy was paid $15,000.  Mr. Allbritten received an 
annual retainer of $4,000.  Mr. Carette is an employee of the Corporation 
and, therefore, receives no additional remuneration above and beyond his 
salary.

STOCK PERFORMANCE GRAPH

   The following line graph compares the yearly percentage change:

      (i)  in the Corporation's cumulative Total Stockholders Return (as 
           herein defined) (the "diamond" line); with
 
     (ii)  the cumulative Total Stockholders Return of the NASDAQ States 
           Composite Index (the "triangle" line); with

    (iii)  the cumulative Total Stockholders Return of a customized group 
           of companies involved in the seed industry (the "Custom Composite 
           Index") (the "square" line).

"Total Stockholders Return" is calculated quarterly, with dividends 
reinvested at the ex-dividend date for each quarter and return compounded.  
The graph uses an initial investment of $100 on December 31, 1992, cumulating
the total return for each month for each component, BioTechnica, the NASDAQ 
United States Composite Index and the Custom Composite Index, each 
assuming dividend reinvestment.  The Custom Composite Index was prepared by 
weighting the return of each group member according to its respective 
market capitalization on a quarterly basis.

The Custom Composite Index consists of AgriBioTech, Inc., DEKALB Genetics 
Corp. - Class B, Delta and Pine Land Co., Mycogen Corp., Pioneer Hi-Bred 
International, The Scotts Company - Class A, and Zeneca Group Plc-ADR.  
Some companies included in the Custom Composite Index became publicly traded 
after December 1989.  These companies and the dates they began trading are:  
The Scotts Company-Class A-January 31, 1992; Zeneca Group Plc ADR-May 12, 
1993; Delta and Pine Land Co.-June 30, 1993; and AgriBioTech, Inc.-
December 13, 1993.

The Corporation's fiscal year currently ends June 30.  Prior to 1994, the 
Corporation's fiscal year ended July 31; prior to 1992, the Corporation's 
fiscal year ended December 31.

The historical stock price performance shown on this graph is not necessarily 
indicative of future performance. 


<TABLE>


                     1993     1994       1995      1996       1997       1998
<CAPTION>
<S>               <C>      <C>        <C>       <C>        <C>        <C>
BioTechnica Intl. $100.00  $ 20.84    $ 11.12   $ 33.33    $  5.56    $  4.00
Custom Composite  
  Index           $100.00  $121.23    $183.08   $247.12    $373.02    $525.33
NASDAQ Market 
  Index           $100.00  $109.66    $126.61   $161.89    $195.02    $258.52

</TABLE>

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the record 
and beneficial ownership of each shareholder known to the Corporation to be 
the beneficial owner of more than five percent of the Corporation's common 
stock as of September 1, 1998.  The persons identified have sole voting and 
investment power with respect to all such shares unless otherwise noted.

                           Number of Shares of         Approximate Percentage
                              Common Stock                 of Common Stock
                           Beneficially Owned(1)        Beneficially Owned(2)

Groupe Limagrain              98,277,178(3)                      95%
  Holding S.A.
BP1
63720 Chappes  FRANCE

   (1)None of the shares disclosed in this column represent shares with 
      respect to which the holders thereof have the right to acquire 
      beneficial ownership as specified in Rule 13d-3(d)(1) under 
      the Securities Exchange Act of 1934, as amended.

   (2)Percentages of common stock held are based on 103,055,577 shares of 
      common stock outstanding as of September 1, 1998, excluding 39,160 
      treasury shares.

   (3)Consists of 98,277,178 shares of common stock owned beneficially and 
      of record by its subsidiary, LG Corp.


SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth, as of September 1, 1998, certain information 
regarding the beneficial ownership of the common stock held by each and by 
all directors and executive officers as a group.  None of the directors 
beneficially own any other class of equity securities other than common 
stock.  The persons identified have sole voting and investment power with 
respect to such shares unless otherwise noted.  Claude Agier, George 
Allbritten, Bruno Carette, Francois Heyraud, Claude Lescoffit, Serge 
Lebreton, Laurent Petoton, and Jean Paul Zink are not record or beneficial 
owners of any shares of common stock of the Corporation.

                          Number of Shares of           Approximate Percentage
                          Common Stock                      of Common Stock
                          Beneficially Owned              Beneficially Owned

Ralph W.F. Hardy                4,830                               *

All directors and executive    11,080                               *
officers as a group--eleven
(11) persons

*Denotes less than 1%


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Corporation, through relationships with LG Corp. (its 95% parent), is an 
affiliate of Limagrain.  The Limagrain Group ("Limagrain Group") consists of 
a cooperative of approximately 500 French farmers and the multi-national 
group of companies owned by them.  In total, these companies represent one 
of the largest seed organizations in the world.  The Limagrain Group is 
recognized as a leader in seed research, seed production, and seed marketing, 
as well as traditional breeding and biotechnology research and applications.  
The Limagrain Group also has investments and joint ventures with other 
companies throughout the world in various agribusiness-related industries.

The Corporation has contractual relationships with a number of other 
Limagrain affiliated companies.  The terms of these contracts are negotiated 
annually between the Corporation and each individual affiliated company.  
Management believes that such contracts (i) are reasonable, necessary and in 
the best interests of all of the shareholders of the Corporation, and (ii) 
are on terms no less favorable to the Corporation than the Corporation could 
obtain from non-affiliated third parties or on which the Corporation could 
internally perform the services provided in such contracts.
   
The Corporation has adopted internal procedures to evaluate the fairness 
of all related party transactions.  These transactions are negotiated by 
management and approved by the independent (i.e., non-Limagrain) members of 
the Board of Directors.  In determining whether or not to approve the 
related party transactions, the independent Directors evaluate (i) the 
relative costs and benefits of the transaction, and (ii) whether the 
transaction is on terms no less favorable than those that could be obtained 
from non-affiliated third parties or could be internally generated by the 
Company.  With respect to the related party transactions disclosed in the 
Proxy Statement, the following is a brief summary of the evaluation process:

Royalties - The Company pays royalties to LG Corp. for both corn and soybean 
seeds sold.  The Company pays a royalty on corn genetics licensed from LG 
Corp. in the amount of 7.5% of the list price of those products sold.  The 
Company also pays a soybean royalty of approximately $0.75 per bag of 
non-transgenic and $1.75 per bag of transgenic soybeans sold to LG Corp.  
These royalties are (i) typical in the seed industry, (ii) are similar to 
royalties paid by the Company to non-affiliates, and (iii) are similar to 
royalties charged by LG Corp. to non-affiliates.  The amounts accrued for 
Fiscal 1998 for corn and soybean royalties were $87,000 and $31,000, 
respectively.

Service fee to Limagrain Genetics International - The amount of this fee for 
Fiscal 1998 was $200,000.  The services provided for this fee included 
contracts that enabled the Corporation to enter into export sales contracts 
and provided the services of five members of the Board of Directors.  In 
addition, the Company receives various marketing, accounting, administrative, 
and planning services.  The Company is also able to enter into purchase 
agreements for various goods and services (insurance and paper bags, for 
example) whereby the Company is able to pool its needs with those of 
affiliates to achieve cost savings.  The Company determined that the value 
of the services was in excess of $200,000 and that the Company could not obtain 
such services from non-affiliates (or internally generate the services) in 
more favorable terms.

Service fee to Groupe Limagrain Holding and BIOCEM - The amount of these 
fees for Fiscal 1998 was $200,000.  The most significant item provided by 
Groupe Limagrain Holding is the loan guarantee to the Company's primary 
lender.  Without this guarantee, the Corporation believes the Corporation 
would have a significantly higher borrowing rate on its bank borrowings, (if it 
would be able to borrow at all).  Assuming, conservatively, an increased 
borrowing rate of 2% on approximately $15,000,000 of affiliate and bank debt 
for Fiscal 1998, the value of the loan guarantee alone is in excess of the 
service fee.  Other serviced provided for in this fee included human 
resources, internal auditing and various forms of internal and external 
communication.  

BIOCEM is the Limagrain biotechnology research program.  This relationship 
gives the Corporation (i) access to studies conducted by BIOCEM throughout 
the world in the field of biotechnology, (ii) access to BIOCEM scientists 
for advice and consultation within their areas of expertise, (iii) input in 
determining the avenues that BIOCEM will work on in the future, and (iv) a 
favorable position to determine the marketability of products and techniques 
developed through the research program.

The Corporation believes that the value of participation in these contracts 
is in excess of the service fees charged and that the Company could not 
obtain such services from non-affiliates (or internally generate the 
services) on more favorable terms.

Sales to Affiliates - These are essentially equivalent to wholesale seed 
sales and are similar to those made by the Company routinely to non-
affiliates.  The margin and selling prices on the affiliate sales are 
similar to those to non-affiliates.

Tax Sharing Agreement - The Company could not enter into this agreement 
with a non-affiliate.

Nickerson Service Agreement - The Company provides clerical support and 
office space for a representative of Nickerson S.A. in the United States.  
The Company currently received $43,000 per year for this service.  The 
amount received is estimated to exceed the costs incurred.

Inter-company Borrowings - From time to time, the Company borrows funds from 
affiliates who may have additional cash available or who may have excess 
borrowing capacity.  The Company borrows these funds at either (i) the 
actual borrowing cost of the affiliate plus a small premium not exceeding 
0.5% or (ii) the rate at which the affiliate could have invested the funds 
plus a small premium not exceeding 0.5%.  In either case, the interest rate 
is less than what the Company would receive from a non-affiliate for an 
unsecured loans.


FINANCIAL TRANSACTIONS WITH AFFILIATES

At June 30, 1998, LG Corp. had five outstanding loans to the Corporation:

   (i) a two-year note in the amount of $3,260,846.  The note is subordinated 
to all debt outstanding to the Company's principal bank.  The note bears 
interest at five percent (5%) per annum and is due July 1, 2000. 
  (ii) a two-year note in the amount of $1,000,000.  The note is subordinated 
to all debt outstanding to the Company's principal bank.  The note bears 
interest at five percent (5%) per annum and is due July 1, 2000.
 (iii) a two-year note in the amount of $1,000,000.  The note bears interest 
at five percent (5%) per annum and is due July 1, 2000.
  (iv) a two-year note in the amount of $1,500,000.  This note is subordinated 
to all debt outstanding to the Company's principal bank.  The note bears 
interest at Canadian Prime plus 0.18% or 6.5%, whichever is lower and is due 
July 1, 2000.
  (v) a demand note in the amount of $3,000,000.  This note bears interest 
at Canadian Prime plus 0.18% or 6.5%, whichever is lower and is due at any 
time within ten (10) days' notice.
  (vi) a cash management agreement that allows the Coropration to borrow cash 
from LG Corp. (as available) repayable on demand.  Interest is paid at the 
rate as LG Corp. could have invested these amounts on a short-term basis.  
As of June 30, 1998, the Corporation had outstanding $600,000 under this 
agreement.

In addition, from time to time during Fiscal 1998, the Corporation was 
advanced cash by LG Corp. and other Limagrain affiliates, to allow the 
Corporation to reduce its borrowings from its principal bank.  The 
Corporation reimbursed LG Corp. and these affiliaties for actual interest costs 
and fees incurred to borrow these funds or paid interest at the same rate at 
which LG Corp. or the affiliate could have invested these funds in 
short-term investments.  Except as described above, all of these advances 
have been repaid to LG Corp. and other Limagrain affiliates as of June 30, 
1998.

Management believes these loans bear interest at or below a rate which the 
Corporation would be able to obtain from an unaffiliated lender for an 
unsecured loan.

There is no assurance that LG Corp., or any other affiliate of Limagrain, will 
continue to (i) guarantee the Corporation's credit arrangement (which it has 
not had the legal obligation to do since November 1994), (ii) loan funds to 
the Corporation, or (iii) invest additional equity in the Corporation.  In 
addition, there is no assurance that, without such guarantees, loans, and/or 
investments, the Corporation would not be out of compliance with terms of its 
bank line of credit during seasonal fluctuations in the Corporation's 
borrowing base and net tangible assets, respectively.



PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K

(a)  Financial Statements, Financial Statement Schedules and Exhibits

     1.  Financial Statements.  See Item 8 for the financial statements of 
         the Company filed as part hereof.

     2.  Financial Statement Schedules.  All schedules have been omitted 
         because the required information is not applicable or not present 
         in amounts sufficient to require submission of the schedule, or 
         because the information required is included in the consolidated 
         financial statements or the notes thereto.  

     3.  Exhibits.  The exhibits listed in the following index are incorporated
         herein by reference.

Exhibit No. 	Description of Exhibit

   2.1         Credit Enhancement and Reorganization Agreement among the 
Company, Groupe Limagrain Holding S.A., and Limagrain Genetics Corp. dated 
as of October 26, 1993 (incorporated by reference to Exhibit 2.1 to Form 8-K 
filed with the Commission November 10, 1993, File No. 0-11854).

   2.2			Amendment to Credit Enhancement and Reorganization Agreement dated 
December 10, 1993, among the Company, Groupe Limagrain Holding S.A., and 
Limagrain Genetics Corp. (incorporated by reference to Exhibit 1 to Form 8-K 
filed with the Commission December 16, 1993, File No. 0-11854).

   3.1  	Amended and Restated Certificate of Incorporation dated March 7, 
1994, of the Company, as amended on June 28, 1994 (incorporated by reference 
to Exhibit 3.1 to Form 10-K filed with the Commission on October 13, 1994, 
File No. 0-11854).

   3.2		By-laws of the Company, as amended on October 29, 1983, May 7, 1987 
and May 18, 1994 (incorporated by reference to Exhibit 3.2 to Form 10-K 
filed with the Commission on October 13, 1994, File No. 0-11854).

   4.1 	Specimen Certificate of Common Stock of the Company (incorporated 
by reference to Exhibit 4(A) to the Company's Annual Report on Form 10-K filed 
with the Commission on March 31, 1986, File No. 0-11854).			

   4.8  Specimen Certificate of Class A Preferred Stock of the Company 
(incorporated by	reference to Exhibit 4.8 to Form 10-K filed with the 
Commission on October 13, 1994, File No. 0-11854).

   4.9  Certificate of Designations (incorporated by reference to Exhibit 4.9 
to Form 10-K filed with the Commission on October 13, 1994, File No. 0-11854).

  10.1   The Company's 1982 Incentive Stock Option Plan adopted on July 30, 
1982, as amended on January 31, 1987, on May 7, 1987, and on May 11, 1989 
(incorporated by reference to Exhibit 10.1 to Form 10-K filed with the 
Commission on March 29,1990, File No. 0-11854).

  10.2   The Company's 1992 Stock Incentive Plan adopted on May 7, 1992, as 
amended on May 18, 1994 (incorporated by reference to Exhibit 10.2 to Form 
10-K filed with the Commission on October 13, 1994, File No. 0-11854).

  10.3   	Secured Revolving Credit Agreement dated October 26, 1993, between 
Harris Trust and Savings Bank and the Company (incorporated by reference to 
Exhibit 10.31 to Form 10-K filed with the Commission on November 15, 1993, 
File No. 0-11854).

  10.4   	Eighth Amendment to Secured Revolving Credit Agreement and 
Fifth Amendment to Secured Revolving Credit Note between Harris Trust and 
Savings Bank and the Company dated as of November 27, 1996.*

  10.5   	Debt Subordination Agreement between Harris Trust and Savings Bank 
and the Company dated June 29, 1994 (incorporated by reference to Exhibit 
10.42 to Form 10-K filed with the Commission on October 13, 1994, File 
No. 0-11854).

  10.6   	Debt Restructuring Agreement by and among Limagrain Genetics Corp., 
Shissler Seed Co., Inc., Limagrain Holding S.A. and the Company dated June 29, 
1994 (incorporated by reference to Exhibit 10.43 to Form 10-K filed with the 	
Commission October 13, 1994, File No. 0-11854).

  10.7   Remuneration Individuelle Sur Objectifs Cadres Associes (Individual 
Compensation and Performance Objectives for Associate Level Employees) for 
Bruno Carette dated October 4, 1995, amended February 9, 1996.*/**

  10.8  	Letter Amendment to Consulting Agreement between the Company and 
Ralph W.F. Hardy dated November 27, 1996.*

  10.9	 	Five promissory notes issued to LG Corp. by the Company dated 
May 8, 1998.*

  10.10		Service Agreement between LG Seeds, Inc. and Limagrain Genetics 
International dated July 1, 1994 (incorporated by reference to Exhibit 10.29 
to Form 10-K filed with the Commission September 22, 1995, File No. 0-11854).

  10.11		Amendment 3 to Exhibit A, dated July 1, 1997, to Service Agreement 
between LG Seeds, Inc. and Limagrain Genetics International dated 
July 1, 1994.*

  10.12		Biotechnology Service Agreement between LG Seeds, Inc. and 
BIOCEM S.A. dated July 1, 1994 (incorporated by reference to Exhibit 10.30 
to Form 10-K filed with the Commission on September 22, 1995, File No. 
0-11854).		

  10.13  Amendment 3 to Exhibit A dated July 1, 1997 to Biotechnology 
Service Agreement between LG Seeds, Inc. and BIOCEM S.A. dated July 1, 1994.*

  10.14		Service Agreement between LG Seeds, Inc. and Groupe Limagrain 
Holding S.A. dated July 1, 1996.*

  10.15  Amendment 2 to Exhibit A dated July 1, 1997 to Service Agreement 
between LG Seeds, Inc. and Groupe Limagrain Holding dated July 1, 1996.*

  10.16  Tax Allocation Agreement among the Limagrain Affiliated U.S. 
corporations filing	a consolidated tax return with Limagrain Genetics 
Corporation (incorporated by reference to Exhibit 10.32 to Form 10-K filed 
with the Commission September 22, 1995, File No. 0-11854).

  21.00  Subsidiaries of the Company.*


(b)  Reports on Form 8-K.

None were filed during the fiscal quarter ended June 30, 1998.


     (*)Filed herewith.
    (**)Management contract filed pursuant to Item 14(c) of Form 10-K.

SIGNATURES

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

                            			By:  /s/Serge Lebreton_______
                                 			 Serge Lebreton
                                 			 Chairman, Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this 
report has been signed below by the following persons on behalf of the 
Company and in the capacities and on the dates indicated.

    Signature                          Title                           Date

/s/ Serge Lebreton           Chairman of the Board,       September 25, 1998
    Serge Lebreton           Director

/s/ Bruno Carette            President, Chief Executive   September 25, 1998
    Bruno Carette            Officer, Director

/s/ Claude Agier             Director                     September 25, 1998
    Claude Agier

/s/ George R. Allbritten     Director                     September 25, 1998
    George R. Allbritten

/s/ Ralph W.F. Hardy         Director                     September 25, 1998
    Ralph W.F. Hardy

/s/ Francois Heyraud         Director                     September 25, 1998
    Francois Heyraud

/s/ Claude Lescoffit         Director                     September 25, 1998
    Claude Lescoffit

/s/ Laurent Petoton          Director                     September 25, 1998
    Laurent Petoton

/s/ Edward M. Germain        Chief Financial Officer and  September 25, 1998
    Edward M. Germain        Chief Accounting Officer





                              CORPORATE INFORMATION



SHAREHOLDER REFERENCE                            EXECUTIVE OFFICERS

CORPORATE HEADQUARTERS                           Bruno Carette
BioTechnica International, Inc.                  President and Chief Executive
4001 War Memorial Drive                               Officer
Suite 200
Peoria, IL  61614                                Jean Paul Zink         
(309) 681-0300                                   Executive Vice President
                                                 
OPERATING SUBSIDIARY                             Edward M. Germain
LG Seeds, Inc.                                   Vice President, Secy, Treas,
4001 War Memorial Drive                                and Chief Fin Officer
Peoria, IL  61614
                                                 Larry D. Rieffel		             
                                                 Vice President, Production 
                                                       and Logistics

TRANSFER AGENTS                                  Jacqui Doublier
American Stock Transfer &                        Marketing and Product 
  Trust Company                                        Development Manager
40 Wall Street
New York, NY  10005                              Roger Bonsack
(212) 936-5100                                   National Sales Manager
                                                 
AUDITORS                                         Barbara A. Wittig
KPMG Peat Marwick L.L.P.                         Human Resources, Training and
Indianapolis, IN                                 Internal Communications Manager
							 
COUNSEL                                          BOARD OF DIRECTORS
Shook, Hardy & Bacon L.L.P.                      Serge Lebreton
Kansas City, MO  64105                           Chairman of the Board			
							
                                                 Bruno Carette
SEC FORM 10-K                                    President and Chief Executive 
A copy of the Company's                                Officer
annual report to
the Securities and Exchange                      Claude Agier
Commission on Form 10-K is available
without charge upon written request              George R. Allbritten
to:
Shareholder Relations                            Ralph W.F. Hardy
BioTechnica International, Inc.
4001 War Memorial Drive                          Francois Heyraud
Peoria, IL  61614
                                                 Claude Lescoffit

                                                 Laurent Petoton