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                                                                    EXHIBIT 99.1



                             AMENDMENT NO. 1 TO THE
                           UNIVERSAL FOODS CORPORATION
                             1998 STOCK OPTION PLAN


         The Universal Foods Corporation 1998 Stock Option Plan (the "Plan") is
hereby amended, effective as of September 10, 1998, as set forth below:

1.   Section 5.1 of the Plan is amended by inserting the following sentence
     immediately after the third sentence thereof:

                  No Participant may be granted stock options under this Plan
                  with respect to more than 600,000 shares of Stock (subject to
                  adjustment) during the term of this Plan (as established under
                  Section 6).

         provided, however, that such amendment shall not be effective unless
         the shareholders of the Company approve such amendment at the Annual
         Meeting of the shareholders of the Company to be held in January, 1999,
         or at any adjournment thereof, by a simple majority of the number of
         shares represented at such meeting in person or by proxy.

2.   Section 7.6 is amended to read in its entirety as follows:

     7.6       Exercise of Options. Options granted hereunder shall be
               exercisable at such times and be subject to such restrictions and
               conditions as the Committee shall in each instance approve, which
               need not be the same for all Participants.

3.   Section 7.7(d) is amended to read in its entirety as follows:

     (d)       by electing to have the Company withhold from the shares of Stock
               otherwise issuable upon exercise of the Option that number of
               shares of Stock having a Fair Market Value at the time of
               exercise plus cash for any fractional share amounts, equal to the
               total Option price.

4.   Section 11(b) is amended to read in its entirety as follows:

     (b)       A "Change of Control" of the Company means:


                                        







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                  (i)      the acquisition by any individual, entity or group
                           (within the meaning of Section 13(d)(3) or 14(d)(2)
                           of the Exchange Act) (a "Person") of beneficial
                           ownership (within the meaning of Rule 13d-3
                           promulgated under the Exchange Act) of 20% or more of
                           either (A) the then outstanding shares of common
                           stock of the Company (the "Outstanding Company Common
                           Stock") or (B) the combined voting power of the then
                           outstanding voting securities of the Company entitled
                           to vote generally in the election of directors (the
                           "Outstanding Company Voting Securities"); provided,
                           however, that for purposes of this subsection (i),
                           the following acquisitions shall not constitute a
                           Change of Control: (1) any acquisition directly from
                           the Company, (2) any acquisition by the Company, (3)
                           any acquisition by any employee benefit plan (or
                           related trust) sponsored or maintained by the Company
                           or any corporation controlled by the Company or (4)
                           any acquisition pursuant to a transaction which
                           complies with clauses (A), (B) and (C) of subsection
                           (iii) of this Section; or

                  (ii)     individuals who, as of September 10, 1998, constitute
                           the Board (the "Incumbent Board") cease for any
                           reason to constitute at least a majority of the
                           Board; provided, however, that any individual
                           becoming a director subsequent to September 10, 1998
                           whose election, or nomination for election by the
                           Company's shareholders, was approved by a vote of at
                           least a majority of the directors then comprising the
                           Incumbent Board shall be considered as though such
                           individual were a member of the Incumbent Board, but
                           excluding, for this purpose, any such individual
                           whose initial assumption of office occurs as a result
                           of an actual or threatened election contest with
                           respect to the election or removal of directors or
                           other actual or threatened solicitation of proxies or
                           consents by or on behalf of a Person other than the
                           Board; or

                  (iii)    consummation by the Company of a reorganization,
                           merger or consolidation or sale or other disposition
                           of all or substantially all of the assets of the
                           Company or the acquisition of assets of another
                           entity (a "Business Combination"), in each case,
                           unless, following such Business Combination, (A) all
                           or substantially all of the individuals and entities
                           who were the beneficial owners, respectively, of the
                           Outstanding Company Common Stock and Outstanding
                           Company Voting Securities immediately prior to such
                           business combination beneficially own, directly or
                           indirectly, more than 50% of, respectively, the then
                           outstanding shares of common stock and the combined
                           voting power of the then outstanding


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                           voting securities entitled to vote generally in the
                           election of directors, as the case may be, of the
                           corporation resulting from such Business Combination
                           (including, without limitation, a corporation which
                           as a result of such transaction owns the Company or
                           all or substantially all of the Company's assets
                           either directly or through one or more subsidiaries)
                           in substantially the same proportions as their
                           ownership immediately prior to such Business
                           Combination of the Outstanding Company Common Stock
                           and Outstanding Company Voting Securities, as the
                           case may be, (B) no Person (excluding any employee
                           benefit plan (or related trust) of the Company or of
                           such corporation resulting from such Business
                           Combination) beneficially owns, directly or
                           indirectly, 20% or more of, respectively, the then
                           outstanding shares of common stock of the corporation
                           resulting from such Business Combination or the
                           combined voting power of the then outstanding voting
                           securities of such corporation except to the extent
                           that such ownership existed prior to the Business
                           Combination and (C) at least a majority of the
                           members of the board of directors of the corporation
                           resulting from such Business Combination were members
                           of the Incumbent Board at the time of the execution
                           of the initial agreement, or the action of the Board,
                           providing for such Business Combination; or

                  (iv)     approval by the shareholders of the Company of a
                           complete liquidation or dissolution of the Company.

5.       The second sentence of Section 12.1 is amended to read in its entirety
as follows:

         An amendment or termination of this Plan shall not adversely affect the
         rights of Participants with respect to Awards previously granted to
         them, and all unexpired Awards shall continue in force and effect after
         termination of this Plan except as they may lapse or be terminated by
         their own terms and conditions.









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