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                                                                      EXHIBIT 11
                               
                          BESTFOODS AND SUBSIDIARIES
                SCHEDULE OF COMPUTATION OF EARNINGS PER SHARE
                   (In millions, except per share amounts)



<TABLE>
<CAPTION>
                                                         Three Months Ended               Six Months Ended
                                                              June 30,                       June 30,
                         BASIC                         1998          1997                1998          1997
                         -----                       --------------------------------------------------------
<S>                                                  <C>           <C>                   <C>          <C>
Income (loss) from continuing operations              $172.3        $(4.1)              $305.7        $113.3
Preferred stock dividends, net of taxes                 (2.3)        (2.8)                (5.1)         (5.7)
                                                     --------------------------------------------------------
Income (loss) from continuing operations                                                          
    available to common stockholders                  $170.0         (6.9)               300.6         107.6
Income (loss) from discontinued operations               ---           .6                  ---          (7.9)
Loss on disposal of discontinued operations              ---        (64.4)                 ---         (64.4)
                                                     --------------------------------------------------------
Net income (loss)                                     $170.0       $(70.7)              $300.6         $35.3
                                                     ========================================================
Weighted average shares outstanding                    288.0        286.9                288.3         287.0
                                                                                                  
BASIC EARNINGS PER SHARE:                                                                         
Income (loss) from continuing operations               $0.59       $(0.02)               $1.04         $0.37
Income (loss) from discontinued operations               ---          ---                  ---         (0.03)
Loss on disposal of discontinued operations              ---        (0.22)                 ---         (0.22)
                                                     --------------------------------------------------------
Net income (loss)                                      $0.59       $(0.24)               $1.04         $0.12
                                                     ========================================================
                                                                                                  
                        DILUTED                                                                   
Income (loss) from continuing operations              $172.3        $(4.1)              $305.7        $113.3
Adjustments to net income:                                                                        
    Preferred stock dividends, net of taxes              ---         (2.8)                 ---          (5.7)
    Assumed additional cost if ESOP shares                                                        
      are fully converted net of tax benefits           (0.8)         ---                 (1.2)          ---
                                                     --------------------------------------------------------
Diluted income from continuing operations              171.5         (6.9)               304.5         107.6
Income (loss) from discontinued operations               ---           .6                  ---          (7.9)
Loss on disposal of discontinued operations              ---        (64.4)                 ---         (64.4)
                                                     --------------------------------------------------------
Net income (loss)                                     $171.5       $(70.7)              $304.5         $35.3
                                                     ========================================================
                                                                                                  
Weighted average shares outstanding                    288.0        286.9                288.3         287.0
Add incremental shares representing:                                                              
    Exercise of stock options                            2.9           (a)                 2.9           2.2
    Performance plan shares                               .4           (a)                  .3            .3
    Conversion of ESOP shares                            7.2           (a)                 8.0            (a)
                                                     --------------------------------------------------------
Weighted average shares as adjusted                    298.5        286.9                299.5         289.5
                                                     ========================================================
                                                                                                  
DILUTED EARNINGS PER SHARE:                                                                       
Income (loss) from continuing operations               $0.58       $(0.02)               $1.02         $0.37
Income (loss) from discontinued operations               ---          ---                  ---         (0.03)
Loss on disposal of discontinued operations              ---        (0.22)                 ---         (0.22)
                                                     --------------------------------------------------------
Net income (loss)                                      $0.58       $(0.24)               $1.02         $0.12
                                                     ========================================================
(a) Amtidilutive issue.
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