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<SEC-DOCUMENT>/in/edgar/work/20000731/0000007084-00-000033/0000007084-00-000033.txt : 20000921
<SEC-HEADER>0000007084-00-000033.hdr.sgml : 20000921
ACCESSION NUMBER:		0000007084-00-000033
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		3
FILED AS OF DATE:		20000731
EFFECTIVENESS DATE:		20000731

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ARCHER DANIELS MIDLAND CO
		CENTRAL INDEX KEY:			0000007084
		STANDARD INDUSTRIAL CLASSIFICATION:	 [2070
]		IRS NUMBER:				410129150
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0630
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		S-8
			SEC ACT:		
			SEC FILE NUMBER:	333-42612
			FILM NUMBER:		682111
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		4666 FARIES PKWY
				CITY:			DECATUR
				STATE:			IL
				ZIP:			62526
				BUSINESS PHONE:		2174244798
</BUSINESS-ADDRESS>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>S8-73100
<TEXT>

Page 1
As filed with the Securities and Exchange Commission on July 31, 2000
                                    Registration No. 333-

                 SECURITIES AND EXCHANGE COMMISSION
                      Washington, D. C.  20549
                            _____________
                              FORM S-8

                       REGISTRATION STATEMENT
                                Under
                     the Securities Act of 1933
                           _______________
                   ARCHER-DANIELS-MIDLAND COMPANY
       (Exact name of Registrant as specified in its charter)

<TABLE>
<CAPTION>
<S>                      <C>                 <C>
       Delaware                                 41-0129150
   (State or other                           (I.R.S. Employer
   jurisdiction of                          Identification No.)
   incorporation or
    organization)

 4666 Faries Parkway                               62526
  Decatur, Illinois                             (Zip Code)
(Address of principal
  executive offices)
</TABLE>
                 401(k) PLAN FOR SALARIED EMPLOYEES

                  401(k) PLAN FOR HOURLY EMPLOYEES
                      (Full title of the plans)

<TABLE>
<CAPTION>
<S>                 <C>                           <C>
                        David J. Smith
                Vice President, Secretary and
                       General Counsel
                Archer-Daniels-Midland Company
                     4666 Faries Parkway
                   Decatur, Illinois 62526
                (Name and address of agent for
                           service)
</TABLE>
 Telephone number, including area code, of agent for service:  (217)
                              424-5200
                       ______________________

                   CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S>            <C>            <C>            <C>            <C>
                                           Proposed
                            Proposed       maximum
  Title of     Amount       maximum       aggregate     Amount of
 Securities     to be       offering       offering    Registrati
     to      registered      price      price (1) (2)      on
     be          (1)       per share                       Fee
 registered                 (1) (2)
Common Stock
(without par  2,000,000      $9.97       $19,940,000     $5,265.
   value)      shares
Interests in
 the Plans       N/A          N/A            N/A           N/A
    (3)
</TABLE>
1
Page 2
(1)  The Registration Statement relates to 1,400,000 shares of Common
     Stock to be offered pursuant to the Registrant's 401(k) Plan for
     Salaried  Employees  and 600,000 shares of Common  Stock  to  be
     offered  pursuant  to the Registrant's 401(k)  Plan  for  Hourly
     Employees.
(2)  Estimated  solely  for  the  purpose  of  the  registration  fee
     pursuant to Rule 457(h)(1) based on the average of the high  and
     low  sales prices per share of the Registrant's Common Stock  on
     July  27,  2000,  as  reported on the New  York  Stock  Exchange
     Composite Tape.
(3)  Pursuant to Rule 416(c), this Registration Statement also covers
     an  indeterminate  amount of interests to  be  offered  or  sold
     pursuant  to  the employee benefit plans described  herein.   In
     accordance with Rule 457(h)(2), no separate fee is required with
     respect to plan interests.
2
Page 3
                 ARCHER-DANIELS-MIDLAND COMPANY

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference.

           The  following  documents, previously filed  with  the
Securities and Exchange Commission (the "Commission") pursuant to
the  Securities  Exchange Act of 1934, as amended (the  "Exchange
Act"),  are,  as  of  their  respective  dates,  incorporated  by
reference and made a part hereof:

                (1)   The  Annual Report on Form 10-K of  Archer-
          Daniels-Midland Company (the "Company") for the  fiscal
          year  ended  June  30,  1999  (which  incorporates   by
          reference certain portions of the Company's 1999 Annual
          Report  to Shareholders, including financial statements
          and   notes  thereto,  and  certain  portions  of   the
          Company's Definitive Notice and Proxy Statement for the
          Company's  Annual  Meeting  of  Shareholders  held   on
          October 21, 1999) (File No. 001-00044).

                (2)   All other reports filed pursuant to Section
          13(a) or 15(d) of the Exchange Act since the end of the
          fiscal year covered by the Annual Report referred to in
          (1) above (File No. 001-00044).

               (3)  The description of the Company's Common Stock
          which  is  included  in  registration  statements   and
          reports filed under the Exchange Act from time to time.

           All reports and other documents subsequently filed  by
the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange   Act  subsequent  to  the  date  of  this  Registration
Statement  and prior to the filing of a post-effective  amendment
which  indicate  that all of the shares of Common  Stock  offered
have been sold or which deregister all shares of the Common Stock
then  remaining  unsold  shall be deemed to  be  incorporated  by
reference in and to be a part of this Registration Statement from
the date of filing of such documents.

           Any statement contained in a document incorporated, or
deemed to be incorporated, by reference herein shall be deemed to
be  modified  or  superseded for purposes  of  this  Registration
Statement  to  the  extent that a statement contained  herein  or
incorporated  herein  by reference or in any  other  subsequently
filed  document  that also is or is deemed to be incorporated  by
reference  herein  modifies or supersedes  such  statement.   Any
statement  so modified or superseded shall not be deemed,  except
as  so  modified  or superseded, to constitute  a  part  of  this
Registration Statement.

Item 4.   Description of Securities.

          Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not Applicable.

Item 6.   Indemnification of Directors and Officers.

           Under  Delaware law, a corporation may  indemnify  any
person who was or is a party or is threatened to be made a  party
to  an  action  (other than an action by or in the right  of  the
corporation)  by  reason of his service as a  director,  officer,
employee  or  agent of the corporation, or his  service,  at  the
corporation's request, as a director, officer, employee or  agent
of  another  corporation  or other enterprise,  against  expenses
(including  attorneys'  fees) that are  actually  and  reasonably
incurred  by  him ("Expenses"), and judgments, fines and  amounts
paid in settlement of the
3
Page 4
action,  provided that he acted in good faith and in a manner  he
reasonably  believed to be in or not opposed to the corporation's
best  interests,  and,  with respect to any  criminal  action  or
proceeding,  had no reasonable cause to believe that his  conduct
was  unlawful.   Although Delaware law permits a  corporation  to
indemnify  any  person  referred to  above  against  Expenses  in
connection with the defense or settlement of an action by  or  in
the  right  of  the corporation, provided that he acted  in  good
faith  and  in a manner he reasonably believed to be  in  or  not
opposed  to  the corporation's best interests, if the person  has
been  judged liable to the corporation, indemnification  is  only
permitted to the extent that the Court of Chancery (or the  court
in  which  the action was brought) determines that,  despite  the
adjudication  of liability, the person is entitled  to  indemnity
for  such Expenses as the court deems proper.  Delaware law  also
provides for mandatory indemnification of any director or officer
against Expenses to the extent such person has been successful in
any proceeding covered by the statute.  In addition, Delaware law
permits  (i)  corporations  to  include  a  provision  in   their
certificates   of  incorporation  limiting  or  eliminating   the
personal  liability  of  a  director  to  a  corporation  or  its
stockholders,  under certain circumstances, for monetary  damages
or  breach  of fiduciary duty as a director and (ii) the  general
authorization  of  advancement  of  a  director's  or   officer's
litigation expenses, including by means of a mandatory charter or
bylaw  provision  to  that  effect,  in  lieu  of  requiring  the
authorization  of such advancement by the board of  directors  in
specific   cases.   In  addition,  Delaware  law  provides   that
indemnification  and  advancement of  expenses  provided  by  the
statute  shall  not be deemed exclusive of any  other  rights  to
which  those  seeking indemnification or advancement of  expenses
may be entitled under any bylaw, agreement or otherwise.

           Article Fourteenth of the Registrant's Certificate  of
Incorporation and Article VI of its Bylaws provide for the  broad
indemnification  of the Registrant's officers and  directors  and
limit   the  personal  monetary  liability  of  the  Registrant's
directors to the fullest extent permitted by Delaware  law.   The
Registrant  has also entered into indemnification contracts  with
certain  of  its  directors and officers and maintains  insurance
coverage  relating  to certain liabilities of its  directors  and
officers.

Item 7.   Exemption from Registration Claimed.

          Not Applicable.

Item 8.   Exhibits.

     Exhibit                            Description

     4.1                 Composite Certificate of Incorporation,
                         as amended, filed on September 22, 1999
                         as Exhibit (3)(i) to Form 10-K for the
                         year ended June 30, 1999, is
                         incorporated herein by reference.

     4.2                 Bylaws, as amended and restated, filed
                         on May 12, 2000 as Exhibit 3(ii) to Form
                         10-Q for the quarter ended March 31,
                         2000, is incorporated herein by
                         reference.

     4.3                 401(k) Plan for Salaried Employees

     4.4                 401(k) Plan for Hourly Employees

     5.1                 Opinion of David J. Smith.

     5.2                 The  Registrant undertakes to submit the
                         Plans,   as  amended,  to  the  Internal
                         Revenue  Service  ("IRS")  in  a  timely
                         manner for a determination letter as  to
                         the  Plans'  qualified status,  and  the
                         Registrant   will   make   all   changes
                         required by the IRS in order to  qualify
                         the Plans.

     23.1                Consent of David J. Smith (contained  in
                         Exhibit    5    to   this   Registration
                         Statement).
4
     Page 5
     23.2                Consent of Ernst & Young LLP.

     24                  Powers of Attorney.

Item 9.   Undertakings.

     A.   The Company hereby undertakes:

           (1)   To  file, during any period in which  offers  or
     sales  are  being made, a post-effective amendment  to  this
     Registration Statement;

                     (i)   To include any prospectus required  by
          Section 10(a)(3) of the Securities Act of 1933;

                     (ii)  To reflect in the prospectus any facts
          or  events  arising  after the effective  date  of  the
          Registration    Statement   (or   the    most    recent
          post-effective  amendment thereof) which,  individually
          or  in the aggregate, represent a fundamental change in
          the   information   set  forth  in   the   Registration
          Statement.  Notwithstanding the foregoing, any increase
          or  decrease  in volume of securities offered  (if  the
          total  dollar  value of securities  offered  would  not
          exceed  that  which was registered) and  any  deviation
          from  the  low  or  high end of the  estimated  maximum
          offering  range  may  be  reflected  in  the  form   of
          prospectus  filed  with  the  Commission  pursuant   to
          Rule 424(b) if, in the aggregate, the changes in volume
          and  price  represent  no more than  a  twenty  percent
          change  in  the  maximum aggregate offering  price  set
          forth in the "Calculation of Registration Fee" table in
          the effective Registration Statement; and

                    (iii)     To include any material information
          with respect to the plan of distribution not previously
          disclosed in the Registration Statement or any material
          change   to   such  information  in  the   Registration
          Statement;

provided,  however, that paragraphs (A)(1)(i) and  (A)(1)(ii)  do
not  apply  if  the  Registration Statement is  on  Form  S-3  or
Form  S-8,  and  the information required to  be  included  in  a
post-effective  amendment  by those paragraphs  is  contained  in
periodic reports filed with or furnished to the Commission by the
Company pursuant to Section 13 or Section 15(d) of the Securities
Exchange  Act of 1934 that are incorporated by reference  in  the
Registration Statement.

          (2)  That, for the purpose of determining any liability
     under  the  Securities  Act  of  1933,  each  post-effective
     amendment shall be deemed to be a new registration statement
     relating to the securities offered therein, and the offering
     of  such securities at that time shall be deemed to  be  the
     initial bona fide offering thereof.

           (3)   To  remove  from  registration  by  means  of  a
     post-effective   amendment  any  of  the  securities   being
     registered  which  remain unsold at the termination  of  the
     offering.

      B.    The  Company hereby undertakes that, for purposes  of
determining any liability under the Securities Act of 1933,  each
filing  of the Company's annual report pursuant to Section  13(a)
or  Section  15(d) of the Securities Exchange Act of  1934  (and,
where  applicable,  each  filing of an  employee  benefit  plan's
annual  report  pursuant  to  Section  15(d)  of  the  Securities
Exchange  Act of 1934) that is incorporated by reference  in  the
Registration  Statement shall be deemed to be a new  registration
statement  relating  to the securities offered  herein,  and  the
offering  of such securities at that time shall be deemed  to  be
the initial bona fide offering thereof.

      C.    Insofar  as  indemnification for liabilities  arising
under  the  Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Company pursuant  to  the
foregoing provisions, or otherwise, the Company has been  advised
that  in  the  opinion of the Securities and Exchange  Commission
such indemnification is against public policy as expressed in the
Act  and is, therefore, unenforceable.  In the event that a claim
for  indemnification  against such liabilities  (other  than  the
payment  by  the  Company  of expenses  incurred  or  paid  by  a
director,  officer or controlling person of the  Company  in  the
successful defense of any action, suit or proceeding) is asserted
by  such  director, officer or controlling person  in  connection
with the securities being registered, the Company will, unless in
the  opinion  of  its  counsel the matter  has  been  settled  by
controlling   precedent,  submit  to  a  court   of   appropriate
jurisdiction the question whether such indemnification by  it  is
against  public  policy  as expressed in  the  Act  and  will  be
governed by the final adjudication of such issue.
5

Page 6
                           SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933,
as  amended,  the  Registrant certifies that  it  has  reasonable
grounds  to  believe  that it meets all of the  requirements  for
filing  on  Form  S-8  and  has  duly  caused  this  Registration
Statement  to  be  signed  on  its  behalf  by  the  undersigned,
thereunto  duly  authorized, in the City  of  Decatur,  State  of
Illinois, on July 31, 2000.

                              ARCHER-DANIELS-MIDLAND COMPANY


                              By   /s/ David J. Smith
                                   David J. Smith
                                    Vice President, Secretary and
General Counsel

      Pursuant to the requirements of the Securities Act of 1933,
this  Registration  Statement has been signed  by  the  following
persons in the capacities indicated on July 31, 2000.

Signature                          Title


/s/  G.  Allen  Andreas,  Jr.                Chairman  and  Chief
Executive Officer
G. Allen Andreas, Jr.              (Principal Executive Officer)

/s/  Douglas  J.  Schmalz             Vice  President  and  Chief
Financial Officer
Douglas J. Schmalz            (Principal Financial Officer)

/s/ Steven R. Mills           Controller
Steven R. Mills                    (Principal Accounting Officer)

Dwayne O. Andreas*  Chairman Emeritus of the Board of Directors
G. Allen Andreas, Jr.*   Director
John R. Block*      Director
Richard R. Burt*         Director
Mollie Hale Carter* Director
Gaylord O. Coan*    Director
F.  Ross  Johnson*    Director       A majority of the  Board  of
Directors
David J. Mimran*    Director
M. Brian Mulroney*  Director
Robert S. Strauss*  Director
J.K. Vanier*        Director
O.G. Webb*          Director
Andrew Young*       Director

*    David J. Smith, by signing his name hereto, does hereby sign
this  document on behalf of each of the above named directors  of
the  Registrant pursuant to powers of attorney duly  executed  by
each person.


                              By   /s/ David J. Smith
                                    David  J. Smith, Attorney-in-
Fact


6
Page 7
                        INDEX TO EXHIBITS

<TABLE>
<CAPTION>
<S.       <C>                                          <C>
                                                        Method
Exhib                  Description                    Of Filing
 it

4.1    Composite Certificate of Incorporation, as    Incorporate
       amended                                       d by
                                                     Reference

4.2    Bylaws, as amended and restated               Incorporate
                                                     d by
                                                     Reference

4.3    401(k) Plan for Salaried Employees            Filed
                                                     Electronica
                                                     lly

4.4    401(k) Plan for Hourly Employees              Filed
                                                     Electronica
                                                     lly

5.1    Opinion of David J. Smith                     Filed
                                                     Electronica
                                                     lly

5.2    The  Registrant  undertakes  to  submit  the
       Plans,  as amended, to the Internal  Revenue
       Service  ("IRS") in a timely  manner  for  a
       determination  letter  as  to   the   Plans'
       qualified  status, and the  Registrant  will
       make  all  changes required by  the  IRS  in
       order to qualify the Plans.

23.1   Consent of David J. Smith
       (contained in Exhibit 5 to this Registration
       Statement)

23.2   Consent of Ernst & Young LLP                  Filed
                                                     Electronica
                                                     lly
24     Powers of Attorney                            Filed
                                                     Electronica
                                                     lly



</TABLE>
7
Page 8

Exhibit 23.2

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement on
Form S-8 for the registration of 2,000,000 shares of Archer-Daniels-Midland
Company common stock pertaining to the 401(k) Plan for Salaried Employees and
the 401(k) Plan for Hourly Employees of Archer-Daniels-Midland Company of our
report dated July 30, 1999 with respect to the consolidated financial
statements of Archer-Daniels-Midland Company incorporated by reference in its
Annual Report (Form 10-K) for the year ended June 30, 1999 filed with the
Securities and Exchange Commission.

/s/ Ernst & Young LLP

ERNST & YOUNG LLP

St. Louis, Missouri
July 31, 2000

8





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>POWERS OF ATTORNEY
<TEXT>



Page 1
                           EXHIBIT 24

                 ARCHER-DANIELS-MIDLAND COMPANY

                        Power of Attorney
                   of Director and/or Officer


           KNOW  ALL  MEN BY THESE PRESENTS, that the undersigned
director  and/or  officer  of ARCHER-DANIELS-MIDLAND  COMPANY,  a
Delaware  corporation, does hereby make, constitute  and  appoint
G. ALLEN ANDREAS, DOUGLAS J. SCHMALZ and DAVID J. SMITH, and each
or   any   one  of  them,  the  undersigned's  true  and   lawful
attorneys-in-fact,   with   power  of   substitution,   for   the
undersigned  and in the undersigned's name, place and  stead,  to
sign  and  affix  the undersigned's name as such director  and/or
officer   of   said  Company  to  a  Registration  Statement   or
Registration  Statements, on Form S-8 or other  applicable  form,
and all amendments, including post-effective amendments, thereto,
to  be  filed  by said Company with the Securities  and  Exchange
Commission, Washington, D.C., in connection with the registration
under the Securities Act of 1933, as amended, of shares of Common
Stock  of  said Company proposed to be issued in connection  with
the  ADM 401(k) Plan for Salaried Employees and/or the ADM 401(k)
Plan for Hourly Employees, and to all amendments thereto, and  to
file  the  same,  with all exhibits thereto and other  supporting
documents,   with   said   Commission,   granting    unto    said
attorneys-in-fact, and each of them, full power and authority  to
do  and  perform any and all acts necessary or incidental to  the
performance and execution of the powers herein expressly granted.

           IN  WITNESS WHEREOF, the undersigned has hereunto  set
the undersigned's hand this 28th day of July, 2000.



                              /s/ Dwayne O. Andreas
                              Dwayne O. Andreas




1
Page 2
                 ARCHER-DANIELS-MIDLAND COMPANY

                        Power of Attorney
                   of Director and/or Officer


           KNOW  ALL  MEN BY THESE PRESENTS, that the undersigned
director  and/or  officer  of ARCHER-DANIELS-MIDLAND  COMPANY,  a
Delaware  corporation, does hereby make, constitute  and  appoint
DOUGLAS  J. SCHMALZ and DAVID J. SMITH, and either of  them,  the
undersigned's  true and lawful attorneys-in-fact, with  power  of
substitution, for the undersigned and in the undersigned's  name,
place and stead, to sign and affix the undersigned's name as such
director  and/or  officer  of  said  Company  to  a  Registration
Statement  or  Registration Statements,  on  Form  S-8  or  other
applicable  form,  and  all amendments, including  post-effective
amendments,  thereto,  to  be filed  by  said  Company  with  the
Securities   and  Exchange  Commission,  Washington,   D.C.,   in
connection  with  the registration under the  Securities  Act  of
1933,  as  amended,  of shares of Common Stock  of  said  Company
proposed to be issued in connection with the ADM 401(k) Plan  for
Salaried  Employees  and/or  the  ADM  401(k)  Plan  for   Hourly
Employees, and to all amendments thereto, and to file  the  same,
with  all  exhibits thereto and other supporting documents,  with
said Commission, granting unto said attorneys-in-fact, and either
of  them, full power and authority to do and perform any and  all
acts necessary or incidental to the performance and execution  of
the powers herein expressly granted.

           IN  WITNESS WHEREOF, the undersigned has hereunto  set
the undersigned's hand this 28th day of July, 2000.



                              /s/ G. Allen Andreas, Jr.
                              G. Allen Andreas, Jr.




2
Page 3
                 ARCHER-DANIELS-MIDLAND COMPANY

                        Power of Attorney
                   of Director and/or Officer


           KNOW  ALL  MEN BY THESE PRESENTS, that the undersigned
director  and/or  officer  of ARCHER-DANIELS-MIDLAND  COMPANY,  a
Delaware  corporation, does hereby make, constitute  and  appoint
G. ALLEN ANDREAS, DOUGLAS J. SCHMALZ and DAVID J. SMITH, and each
or   any   one  of  them,  the  undersigned's  true  and   lawful
attorneys-in-fact,   with   power  of   substitution,   for   the
undersigned  and in the undersigned's name, place and  stead,  to
sign  and  affix  the undersigned's name as such director  and/or
officer   of   said  Company  to  a  Registration  Statement   or
Registration  Statements, on Form S-8 or other  applicable  form,
and all amendments, including post-effective amendments, thereto,
to  be  filed  by said Company with the Securities  and  Exchange
Commission, Washington, D.C., in connection with the registration
under the Securities Act of 1933, as amended, of shares of Common
Stock  of  said Company proposed to be issued in connection  with
the  ADM 401(k) Plan for Salaried Employees and/or the ADM 401(k)
Plan for Hourly Employees, and to all amendments thereto, and  to
file  the  same,  with all exhibits thereto and other  supporting
documents,   with   said   Commission,   granting    unto    said
attorneys-in-fact, and each of them, full power and authority  to
do  and  perform any and all acts necessary or incidental to  the
performance and execution of the powers herein expressly granted.

           IN  WITNESS WHEREOF, the undersigned has hereunto  set
the undersigned's hand this 28th day of July, 2000.



                              /s/ John R. Block
                              John R. Block



3
Page 4
                 ARCHER-DANIELS-MIDLAND COMPANY

                        Power of Attorney
                   of Director and/or Officer


           KNOW  ALL  MEN BY THESE PRESENTS, that the undersigned
director  and/or  officer  of ARCHER-DANIELS-MIDLAND  COMPANY,  a
Delaware  corporation, does hereby make, constitute  and  appoint
G. ALLEN ANDREAS, DOUGLAS J. SCHMALZ and DAVID J. SMITH, and each
or   any   one  of  them,  the  undersigned's  true  and   lawful
attorneys-in-fact,   with   power  of   substitution,   for   the
undersigned  and in the undersigned's name, place and  stead,  to
sign  and  affix  the undersigned's name as such director  and/or
officer   of   said  Company  to  a  Registration  Statement   or
Registration  Statements, on Form S-8 or other  applicable  form,
and all amendments, including post-effective amendments, thereto,
to  be  filed  by said Company with the Securities  and  Exchange
Commission, Washington, D.C., in connection with the registration
under the Securities Act of 1933, as amended, of shares of Common
Stock  of  said Company proposed to be issued in connection  with
the  ADM 401(k) Plan for Salaried Employees and/or the ADM 401(k)
Plan for Hourly Employees, and to all amendments thereto, and  to
file  the  same,  with all exhibits thereto and other  supporting
documents,   with   said   Commission,   granting    unto    said
attorneys-in-fact, and each of them, full power and authority  to
do  and  perform any and all acts necessary or incidental to  the
performance and execution of the powers herein expressly granted.

           IN  WITNESS WHEREOF, the undersigned has hereunto  set
the undersigned's hand this 28th day of July, 2000.



                              /s/ Richard R. Burt
                              Richard R. Burt


4

Page 5
                 ARCHER-DANIELS-MIDLAND COMPANY

                        Power of Attorney
                   of Director and/or Officer


           KNOW  ALL  MEN BY THESE PRESENTS, that the undersigned
director  and/or  officer  of ARCHER-DANIELS-MIDLAND  COMPANY,  a
Delaware  corporation, does hereby make, constitute  and  appoint
G. ALLEN ANDREAS, DOUGLAS J. SCHMALZ and DAVID J. SMITH, and each
or   any   one  of  them,  the  undersigned's  true  and   lawful
attorneys-in-fact,   with   power  of   substitution,   for   the
undersigned  and in the undersigned's name, place and  stead,  to
sign  and  affix  the undersigned's name as such director  and/or
officer   of   said  Company  to  a  Registration  Statement   or
Registration  Statements, on Form S-8 or other  applicable  form,
and all amendments, including post-effective amendments, thereto,
to  be  filed  by said Company with the Securities  and  Exchange
Commission, Washington, D.C., in connection with the registration
under the Securities Act of 1933, as amended, of shares of Common
Stock  of  said Company proposed to be issued in connection  with
the  ADM 401(k) Plan for Salaried Employees and/or the ADM 401(k)
Plan for Hourly Employees, and to all amendments thereto, and  to
file  the  same,  with all exhibits thereto and other  supporting
documents,   with   said   Commission,   granting    unto    said
attorneys-in-fact, and each of them, full power and authority  to
do  and  perform any and all acts necessary or incidental to  the
performance and execution of the powers herein expressly granted.

           IN  WITNESS WHEREOF, the undersigned has hereunto  set
the undersigned's hand this 28th day of July, 2000.



                              /s/ Mollie Hale Carter
                              Mollie Hale Carter


5


Page 6
                 ARCHER-DANIELS-MIDLAND COMPANY

                        Power of Attorney
                   of Director and/or Officer


           KNOW  ALL  MEN BY THESE PRESENTS, that the undersigned
director  and/or  officer  of ARCHER-DANIELS-MIDLAND  COMPANY,  a
Delaware  corporation, does hereby make, constitute  and  appoint
G. ALLEN ANDREAS, DOUGLAS J. SCHMALZ and DAVID J. SMITH, and each
or   any   one  of  them,  the  undersigned's  true  and   lawful
attorneys-in-fact,   with   power  of   substitution,   for   the
undersigned  and in the undersigned's name, place and  stead,  to
sign  and  affix  the undersigned's name as such director  and/or
officer   of   said  Company  to  a  Registration  Statement   or
Registration  Statements, on Form S-8 or other  applicable  form,
and all amendments, including post-effective amendments, thereto,
to  be  filed  by said Company with the Securities  and  Exchange
Commission, Washington, D.C., in connection with the registration
under the Securities Act of 1933, as amended, of shares of Common
Stock  of  said Company proposed to be issued in connection  with
the  ADM 401(k) Plan for Salaried Employees and/or the ADM 401(k)
Plan for Hourly Employees, and to all amendments thereto, and  to
file  the  same,  with all exhibits thereto and other  supporting
documents,   with   said   Commission,   granting    unto    said
attorneys-in-fact, and each of them, full power and authority  to
do  and  perform any and all acts necessary or incidental to  the
performance and execution of the powers herein expressly granted.

           IN  WITNESS WHEREOF, the undersigned has hereunto  set
the undersigned's hand this 28th day of July, 2000.



                              /s/ Gaylord O. Coan
                              Gaylord O. Coan


6

Page 7
                 ARCHER-DANIELS-MIDLAND COMPANY

                        Power of Attorney
                   of Director and/or Officer


           KNOW  ALL  MEN BY THESE PRESENTS, that the undersigned
director  and/or  officer  of ARCHER-DANIELS-MIDLAND  COMPANY,  a
Delaware  corporation, does hereby make, constitute  and  appoint
G. ALLEN ANDREAS, DOUGLAS J. SCHMALZ and DAVID J. SMITH, and each
or   any   one  of  them,  the  undersigned's  true  and   lawful
attorneys-in-fact,   with   power  of   substitution,   for   the
undersigned  and in the undersigned's name, place and  stead,  to
sign  and  affix  the undersigned's name as such director  and/or
officer   of   said  Company  to  a  Registration  Statement   or
Registration  Statements, on Form S-8 or other  applicable  form,
and all amendments, including post-effective amendments, thereto,
to  be  filed  by said Company with the Securities  and  Exchange
Commission, Washington, D.C., in connection with the registration
under the Securities Act of 1933, as amended, of shares of Common
Stock  of  said Company proposed to be issued in connection  with
the  ADM 401(k) Plan for Salaried Employees and/or the ADM 401(k)
Plan for Hourly Employees, and to all amendments thereto, and  to
file  the  same,  with all exhibits thereto and other  supporting
documents,   with   said   Commission,   granting    unto    said
attorneys-in-fact, and each of them, full power and authority  to
do  and  perform any and all acts necessary or incidental to  the
performance and execution of the powers herein expressly granted.

           IN  WITNESS WHEREOF, the undersigned has hereunto  set
the undersigned's hand this 28th day of July, 2000.



                              /s/ F. Ross Johnson
                              F. Ross Johnson



7

Page 8
                  ARCHER-DANIELS-MIDLAND COMPANY

                        Power of Attorney
                   of Director and/or Officer


           KNOW  ALL  MEN BY THESE PRESENTS, that the undersigned
director  and/or  officer  of ARCHER-DANIELS-MIDLAND  COMPANY,  a
Delaware  corporation, does hereby make, constitute  and  appoint
G. ALLEN ANDREAS, DOUGLAS J. SCHMALZ and DAVID J. SMITH, and each
or   any   one  of  them,  the  undersigned's  true  and   lawful
attorneys-in-fact,   with   power  of   substitution,   for   the
undersigned  and in the undersigned's name, place and  stead,  to
sign  and  affix  the undersigned's name as such director  and/or
officer   of   said  Company  to  a  Registration  Statement   or
Registration  Statements, on Form S-8 or other  applicable  form,
and all amendments, including post-effective amendments, thereto,
to  be  filed  by said Company with the Securities  and  Exchange
Commission, Washington, D.C., in connection with the registration
under the Securities Act of 1933, as amended, of shares of Common
Stock  of  said Company proposed to be issued in connection  with
the  ADM 401(k) Plan for Salaried Employees and/or the ADM 401(k)
Plan for Hourly Employees, and to all amendments thereto, and  to
file  the  same,  with all exhibits thereto and other  supporting
documents,   with   said   Commission,   granting    unto    said
attorneys-in-fact, and each of them, full power and authority  to
do  and  perform any and all acts necessary or incidental to  the
performance and execution of the powers herein expressly granted.

           IN  WITNESS WHEREOF, the undersigned has hereunto  set
the undersigned's hand this 28th day of July, 2000.



                              /s/ David J. Mimran
                              David J. Mimran




8
Page 9
                 ARCHER-DANIELS-MIDLAND COMPANY

                        Power of Attorney
                   of Director and/or Officer


           KNOW  ALL  MEN BY THESE PRESENTS, that the undersigned
director  and/or  officer  of ARCHER-DANIELS-MIDLAND  COMPANY,  a
Delaware  corporation, does hereby make, constitute  and  appoint
G. ALLEN ANDREAS, DOUGLAS J. SCHMALZ and DAVID J. SMITH, and each
or   any   one  of  them,  the  undersigned's  true  and   lawful
attorneys-in-fact,   with   power  of   substitution,   for   the
undersigned  and in the undersigned's name, place and  stead,  to
sign  and  affix  the undersigned's name as such director  and/or
officer   of   said  Company  to  a  Registration  Statement   or
Registration  Statements, on Form S-8 or other  applicable  form,
and all amendments, including post-effective amendments, thereto,
to  be  filed  by said Company with the Securities  and  Exchange
Commission, Washington, D.C., in connection with the registration
under the Securities Act of 1933, as amended, of shares of Common
Stock  of  said Company proposed to be issued in connection  with
the  ADM 401(k) Plan for Salaried Employees and/or the ADM 401(k)
Plan for Hourly Employees, and to all amendments thereto, and  to
file  the  same,  with all exhibits thereto and other  supporting
documents,   with   said   Commission,   granting    unto    said
attorneys-in-fact, and each of them, full power and authority  to
do  and  perform any and all acts necessary or incidental to  the
performance and execution of the powers herein expressly granted.

           IN  WITNESS WHEREOF, the undersigned has hereunto  set
the undersigned's hand this 28th day of July, 2000.



                              /s/ M. Brian Mulroney
                              M. Brian Mulroney




9




Page 10
                 ARCHER-DANIELS-MIDLAND COMPANY

                        Power of Attorney
                   of Director and/or Officer


           KNOW  ALL  MEN BY THESE PRESENTS, that the undersigned
director  and/or  officer  of ARCHER-DANIELS-MIDLAND  COMPANY,  a
Delaware  corporation, does hereby make, constitute  and  appoint
G. ALLEN ANDREAS, DOUGLAS J. SCHMALZ and DAVID J. SMITH, and each
or   any   one  of  them,  the  undersigned's  true  and   lawful
attorneys-in-fact,   with   power  of   substitution,   for   the
undersigned  and in the undersigned's name, place and  stead,  to
sign  and  affix  the undersigned's name as such director  and/or
officer   of   said  Company  to  a  Registration  Statement   or
Registration  Statements, on Form S-8 or other  applicable  form,
and all amendments, including post-effective amendments, thereto,
to  be  filed  by said Company with the Securities  and  Exchange
Commission, Washington, D.C., in connection with the registration
under the Securities Act of 1933, as amended, of shares of Common
Stock  of  said Company proposed to be issued in connection  with
the  ADM 401(k) Plan for Salaried Employees and/or the ADM 401(k)
Plan for Hourly Employees, and to all amendments thereto, and  to
file  the  same,  with all exhibits thereto and other  supporting
documents,   with   said   Commission,   granting    unto    said
attorneys-in-fact, and each of them, full power and authority  to
do  and  perform any and all acts necessary or incidental to  the
performance and execution of the powers herein expressly granted.

           IN  WITNESS WHEREOF, the undersigned has hereunto  set
the undersigned's hand this 28th day of July, 2000.



                              /s/ Robert S. Strauss
                              Robert S. Strauss




10
Page 11
                 ARCHER-DANIELS-MIDLAND COMPANY

                        Power of Attorney
                   of Director and/or Officer


           KNOW  ALL  MEN BY THESE PRESENTS, that the undersigned
director  and/or  officer  of ARCHER-DANIELS-MIDLAND  COMPANY,  a
Delaware  corporation, does hereby make, constitute  and  appoint
G. ALLEN ANDREAS, DOUGLAS J. SCHMALZ and DAVID J. SMITH, and each
or   any   one  of  them,  the  undersigned's  true  and   lawful
attorneys-in-fact,   with   power  of   substitution,   for   the
undersigned  and in the undersigned's name, place and  stead,  to
sign  and  affix  the undersigned's name as such director  and/or
officer   of   said  Company  to  a  Registration  Statement   or
Registration  Statements, on Form S-8 or other  applicable  form,
and all amendments, including post-effective amendments, thereto,
to  be  filed  by said Company with the Securities  and  Exchange
Commission, Washington, D.C., in connection with the registration
under the Securities Act of 1933, as amended, of shares of Common
Stock  of  said Company proposed to be issued in connection  with
the  ADM 401(k) Plan for Salaried Employees and/or the ADM 401(k)
Plan for Hourly Employees, and to all amendments thereto, and  to
file  the  same,  with all exhibits thereto and other  supporting
documents,   with   said   Commission,   granting    unto    said
attorneys-in-fact, and each of them, full power and authority  to
do  and  perform any and all acts necessary or incidental to  the
performance and execution of the powers herein expressly granted.

           IN  WITNESS WHEREOF, the undersigned has hereunto  set
the undersigned's hand this 28th day of July, 2000.



                              /s/ J.K. Vanier
                              J.K. Vanier



11
Page 12
                 ARCHER-DANIELS-MIDLAND COMPANY

                        Power of Attorney
                   of Director and/or Officer


           KNOW  ALL  MEN BY THESE PRESENTS, that the undersigned
director  and/or  officer  of ARCHER-DANIELS-MIDLAND  COMPANY,  a
Delaware  corporation, does hereby make, constitute  and  appoint
G. ALLEN ANDREAS, DOUGLAS J. SCHMALZ and DAVID J. SMITH, and each
or   any   one  of  them,  the  undersigned's  true  and   lawful
attorneys-in-fact,   with   power  of   substitution,   for   the
undersigned  and in the undersigned's name, place and  stead,  to
sign  and  affix  the undersigned's name as such director  and/or
officer   of   said  Company  to  a  Registration  Statement   or
Registration  Statements, on Form S-8 or other  applicable  form,
and all amendments, including post-effective amendments, thereto,
to  be  filed  by said Company with the Securities  and  Exchange
Commission, Washington, D.C., in connection with the registration
under the Securities Act of 1933, as amended, of shares of Common
Stock  of  said Company proposed to be issued in connection  with
the  ADM 401(k) Plan for Salaried Employees and/or the ADM 401(k)
Plan for Hourly Employees, and to all amendments thereto, and  to
file  the  same,  with all exhibits thereto and other  supporting
documents,   with   said   Commission,   granting    unto    said
attorneys-in-fact, and each of them, full power and authority  to
do  and  perform any and all acts necessary or incidental to  the
performance and execution of the powers herein expressly granted.

           IN  WITNESS WHEREOF, the undersigned has hereunto  set
the undersigned's hand this 28th day of July, 2000.



                              /s/ O.G. Webb
                              O.G. Webb



12

Page 13
                 ARCHER-DANIELS-MIDLAND COMPANY

                        Power of Attorney
                   of Director and/or Officer


           KNOW  ALL  MEN BY THESE PRESENTS, that the undersigned
director  and/or  officer  of ARCHER-DANIELS-MIDLAND  COMPANY,  a
Delaware  corporation, does hereby make, constitute  and  appoint
G. ALLEN ANDREAS, DOUGLAS J. SCHMALZ and DAVID J. SMITH, and each
or   any   one  of  them,  the  undersigned's  true  and   lawful
attorneys-in-fact,   with   power  of   substitution,   for   the
undersigned  and in the undersigned's name, place and  stead,  to
sign  and  affix  the undersigned's name as such director  and/or
officer   of   said  Company  to  a  Registration  Statement   or
Registration  Statements, on Form S-8 or other  applicable  form,
and all amendments, including post-effective amendments, thereto,
to  be  filed  by said Company with the Securities  and  Exchange
Commission, Washington, D.C., in connection with the registration
under the Securities Act of 1933, as amended, of shares of Common
Stock  of  said Company proposed to be issued in connection  with
the  ADM 401(k) Plan for Salaried Employees and/or the ADM 401(k)
Plan for Hourly Employees, and to all amendments thereto, and  to
file  the  same,  with all exhibits thereto and other  supporting
documents,   with   said   Commission,   granting    unto    said
attorneys-in-fact, and each of them, full power and authority  to
do  and  perform any and all acts necessary or incidental to  the
performance and execution of the powers herein expressly granted.

           IN  WITNESS WHEREOF, the undersigned has hereunto  set
the undersigned's hand this 28th day of July, 2000.



                              /s/ Andrew Young
                              Andrew Young




13

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>OPINION OF DJS
<TEXT>


Page 1

                            EXHIBIT 5

                          July 31, 2000


Board of Directors
Archer-Daniels-Midland Company
4666 Faries Parkway
Decatur, Illinois  62526


           In connection with the proposed registration under the
Securities Act of 1933, as amended, of shares of Common Stock  of
Archer-Daniels-Midland  Company,  a  Delaware  corporation   (the
"Company"), offered and to be offered pursuant to the ADM  401(k)
Plan  for  Salaried Employees and the ADM 401(k) Plan for  Hourly
Employees  (collectively,  the  "Plans"),  I  have  examined  the
Company's Restated Certificate of Incorporation, as amended,  its
Bylaws,  as  amended,  and  such other documents,  including  the
Registration Statement on Form S-8, dated the date hereof, to  be
filed  with  the Securities and Exchange Commission  relating  to
such  shares  (the "Registration Statement"), and  have  reviewed
such  matters of law as I have deemed necessary for this opinion.
Accordingly, based upon the foregoing, I am of the opinion that:

           1.    The  Company is duly and validly  organized  and
existing  and  in good standing under the laws of  the  State  of
Delaware.

           2.    The Company has duly authorized the issuance  of
the  shares of Common Stock which may be issued pursuant  to  the
Plans.

           3.    The shares which may be issued pursuant  to  the
Plans will be, upon issuance, validly issued and outstanding  and
fully paid and nonassessable.

           4.   All necessary corporate action has been taken  by
the  Company  to  adopt  the Plans, and  the  Plans  are  validly
existing plans of the Company.

           I  consent to the filing of this opinion as an exhibit
to the Registration Statement.

                                   Very truly yours,

                                   /s/ David J. Smith

                                   David J. Smith
                                    Vice President, Secretary and
General Counsel
1



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
