CALGENE, INC.
                               EIGHTH AMENDMENT TO
                     SECURED REVOLVING CREDIT AGREEMENT AND
                          SECURED REVOLVING CREDIT NOTE


Harris Trust and Savings Bank
Chicago, Illinois

Ladies and Gentlemen:

     Reference is hereby made to that certain Secured Revolving Credit Agreement
dated as of April 26, 1990, as amended (the "Credit Agreement") originally among
the undersigned,  CALGENE, INC., a Delaware corporation (the "Company"),  Harris
Trust and Savings  Bank (the "Bank") and Caisse  Nationale  de Credit  Agricole,
acting through its Grand Cayman Branch ("Credit  Agricole") and Harris Trust and
Savings Bank as agent  thereunder  (the "Agent" ). All defined terms used herein
shall have the same meaning as in the Credit Agreement unless otherwise  defined
herein.

     The Bank has  extended a  revolving  credit  facility to the Company on the
terms and  conditions  set forth in the Credit  Agreement.  Credit  Agricole has
assigned to Harris,  and Harris has assumed all of Credit  Agricole's rights and
obligations  under the  Credit  Agreement.  The  Company  and Harris now wish to
extend the termination date of the Credit Agreement to March 31, 1996, and amend
certain  terms of the Credit  Agreement,  all in the manner and on the terms and
conditions set forth in this Amendment.


SECTION 1. AMENDMENTS.

     Upon  satisfaction  of all the conditions  precedent set forth in Section 3
hereof, the Credit Agreement shall be amended as follows:

     Section 1.1. The Termination Date of the Credit Agreement shall be extended
to March 31, 1996.

     Section 1.2.  Section  l.l(a) of the Credit  Agreement  shall be amended by
replacing the date "January 31, 1996" appearing therein with the date "March 31,
1996".

     Section 1.3.  Exhibit A to the Credit  Agreement and the Revolving  Note of
the Company  payable to the order of Harris  Trust and Savings Bank (the "Note")
shall each be amended by deleting the date "January 31, 1996" appearing twice in
the first  paragraph  therein and  inserting in lieu thereof the date "March 31,
1996".

     Section 1.4. Harris Trust and Savings Bank shall type the following  legend
on its Note:

         "This  Note  has  been  amended  pursuant  to the  terms  of an  Eighth
         Amendment to Secured  Revolving Credit Agreement and Secured  Revolving
         Credit Note dated as of January  ___,  1996,  including an extension of
         the  maturity  date  hereof,  to which  reference  is hereby made for a
         statement of terms thereof."


SECTION 2. CONDITIONS PRECEDENT.

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

     Section 2.1. The Company and the Bank shall have  executed  this  Amendment
(such  execution may be in several  counterparts  and the several parties hereto
may execute on separate counterparts).

     Section  2.2.  Each of the  representations  and  warranties  set  forth in
Section 5 of the Credit Agreement shall be true and correct.

     Section 2.3. The Company shall be in full  compliance with all of the terms
and  conditions  of the Credit  Agreement  and no Event of Default or  Potential
Default shall have  occurred and be continuing  thereunder or shall result after
giving effect to this Amendment.

     Section  2.4.  All legal  matters  incident to the  execution  and delivery
hereof  and  the  instruments  and  documents   contemplated   hereby  shall  be
satisfactory to the Bank.

     Section 2.5. The Bank shall have received copies  (executed or certified as
may be appropriate)  of all legal  documents or proceedings  taken in connection
with the execution and delivery of this  Amendment,  all other  instruments  and
documents contemplated hereby and an opinion of Downey, Brand, Seymour & Rohwer,
counsel to the Company, in the form attached hereto as Exhibit A.

3. REPRESENTATIONS.

     In order to induce the Bank to execute  and  deliver  this  Amendment,  the
Company  hereby  represents to the Bank that as of the date hereof,  each of the
representations  and warranties  set forth in Section 5 of the Credit  Agreement
are and shall be and remain true and correct  (except  that the  representations
contained  in Section 5.2 shall be deemed to refer to the most recent  financial
statements  of the  Company  delivered  to the Bank) and the  Company is in full
compliance  with all of the terms and conditions of the Credit  Agreement and no
Default or Event of Default has occurred and is  continuing  thereunder or shall
result after giving effect to this Amendment.

4. MISCELLANEOUS.

     Section 4.1. The Company has heretofore executed and delivered to the Agent
that certain  Security  Agreement  Re:  Inventory  and  Receivables  and various
separate  Pledge and Security  Agreements,  each dated as of April 26, 1990 (the
"Security  Documents")  and the Company hereby agrees that  notwithstanding  the
execution and delivery of this  Amendment,  the Security  Documents shall be and
remain in full force and effect  and that any rights and  remedies  of the Agent
thereunder,  obligations  of the Company  thereunder  and any liens and security
interests  created or provided for thereunder  shall be and remain in full force
and effect and shall not be affected,  impaired or discharged  thereby.  Nothing
herein  contained shall in any manner affect or impair the priority of the liens
and security  interests created and provided for by the Security Documents as to
the  indebtedness  which would be secured thereby prior to giving effect to this
Amendment.

     Section 4.2. The Company  agrees to pay on demand all costs and expenses of
or  incurred  by the  Bank in  connection  with  the  negotiation,  preparation,
execution  and delivery of this  Amendment,  including  the fees and expenses of
counsel for the Bank.

     Section 4.3. Except as specifically amended herein the Credit Agreement and
the Note  shall  continue  in full  force and  effect in  accordance  with their
original  terms.  Reference to this specific  Amendment  need not be made in any
note, document, letter,  certificate,  the Credit Agreement itself, the Note, or
any  communication  issued or made  pursuant  to or with  respect  to the Credit
Agreement  or the Note,  any  reference  to the Credit  Agreement  or Note being
sufficient to refer to the Credit Agreement as amended hereby.

     Section 4.4. This Amendment may be executed in any number of  counterparts,
and by the  different  parties on  different  counterparts,  all of which  taken
together shall constitute one and the same agreement.  Any of the parties hereto
may execute  this  Amendment  by signing any such  counterpart  and each of such
counterparts shall for all purposes be deemed to be an original.  This Amendment
shall be governed by the internal laws of the State of Illinois.

Dated as of January 23, 1996.

CALGENE, INC.




By  /s/ Mike Motroni
Its  Vice President

Accepted as of the date last written above.

HARRIS TRUST AND SAVINGS BANK



By /s/ Brian J. Moeller
 Its  Vice President