SCHEDULE 14A

(RULE 14A-101)

Information Required in
Proxy Statement
Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:

/ / Preliminary Proxy Statement

/X/ Definitive Proxy Statement

/ / Definitive Additional Materials

/ / Soliciting Material pursuant to Rule 14a-11(c) or Rule 14a-12

/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(c)(2))

DEKALB GENETICS CORPORATION
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rule 0-11(c)(i)(ii), 14a-6(i)(l) or 14a-6(i)(2) or
Item 22(a) of Schedule 14A.
/ / $500 per each party in the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:

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2) Aggregate number of securities to which transaction applies:

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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined.):

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4) Proposed maximum aggregate value of transaction:

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5) Total fee paid:

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/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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DEKALB GENETICS CORPORATION

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JANUARY 16, 1996

The Annual Meeting of Stockholders of DEKALB Genetics Corporation (the
"Company") will be held at the Kishwaukee College Auditorium, 21193 Malta Road,
Malta, Illinois 60150, on Tuesday, January 16, 1996 at 3:00 p.m., Central
Standard Time, for the following purposes:

(1) To elect five directors.

(2) To approve a proposed amendment to the DEKALB Genetics Corporation
Long-Term Incentive Plan.

(3) To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.

Enclosed herewith is a Proxy Statement setting forth information with
respect to the election of directors, the approval of the amendment to the
Long-Term Incentive Plan and certain other information.

Only stockholders holding shares of Class A Common Stock of record at the
close of business on November 30, 1995 will be entitled to vote at the meeting.

Class A Stockholders, whether or not they expect to be present at the
meeting, are requested to sign and date the enclosed proxy and return it
promptly in the envelope enclosed for that purpose. Any person giving a proxy
has the power to revoke it at any time, and stockholders who are present at the
meeting may withdraw their proxies and vote in person.

By Order of the Board of Directors

John H. Witmer, Jr., Secretary

December 4, 1995
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DEKALB GENETICS CORPORATION
3100 SYCAMORE ROAD
DEKALB, ILLINOIS 60115

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PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS

This Proxy Statement is furnished in connection with the solicitation of
proxies for use at the Annual Meeting of Stockholders of DEKALB Genetics
Corporation (the "Company") to be held on January 16, 1996, or at any
adjournment or adjournments thereof, at the time and place and for the purposes
set forth in the accompanying Notice of Annual Meeting of Stockholders. The
principal executive offices of the Company are located at 3100 Sycamore Road,
DeKalb, Illinois 60115.

The accompanying proxy is solicited on behalf of the Board of Directors of
the Company and is revocable at any time before it is exercised by written
notice of revocation given to the Secretary of the Company or by filing with him
a later dated proxy. All shares of the Company's Class A Common Stock, without
par value, represented by properly executed and unrevoked proxies will be voted
if such proxies are received in time for the meeting. Such proxies and this
Proxy Statement are being sent to stockholders on or about December 4, 1995.

OUTSTANDING SHARES AND VOTING RIGHTS

Only holders of shares of Class A Common Stock of record at the close of
business on November 30, 1995 will be entitled to vote at the meeting. At the
record date, there were outstanding 771,825 shares of Class A Common Stock. In
addition, the Company had outstanding at such date 4,422,195 shares of Class B
Common Stock not entitled to vote. Each share of Class A Common Stock is
entitled to one vote upon each matter to be voted on at the meeting.
Stockholders do not have the right to cumulate votes in the election of
directors and directors will be elected by a plurality of the votes cast.
Consequently, votes that are withheld in the election of directors and broker
non-votes will not affect the outcome of the election of directors.

COST AND METHOD OF PROXY SOLICITATION

The Company will bear the cost of the solicitation. In addition to
solicitation by mail, the Company will supply banks, brokers, dealers and other
custodian nominees and fiduciaries with proxy materials to enable them to send a
copy of such material by mail to each beneficial owner of shares of the
Company's Class A Common Stock which they hold of record and will, upon request,
reimburse them for their reasonable expenses in so doing.

INFORMATION CONCERNING NOMINEES FOR DIRECTOR AND
OTHER DIRECTORS WHO WILL CONTINUE IN OFFICE

At the meeting, three directors are to be elected to hold office for a term
of three years, one director is to be elected to hold office for a term of two
years, and one director is to be elected to hold office for a term of one year,
or, in each case, until his or her successor is duly elected and qualified.
Proxies submitted pursuant to this solicitation will be voted, unless specified
otherwise, for the election of the five persons named as nominees, each of whom,
except for Virginia Roberts Holt (who has not yet served as a director), has
served

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continuously as a director of the Company since the date indicated below. All
nominees (except for Mrs. Holt) were elected as directors by vote of the
stockholders. In the event any of the nominees, all of whom have expressed an
intention to serve if elected, fail to stand for election, the persons named in
the enclosed form of proxy may vote for substitute nominees in their discretion.

There are five directors whose present terms of office will continue after
the meeting until 1997 or 1998, as indicated below. Each has served continuously
as a director of the Company since the date indicated beside his name.

Also set forth below is the principal occupation of each nominee and
continuing director during the past five years.

NAME AND PRINCIPAL OCCUPATION AGE DIRECTOR SINCE
- - ------------------------------------------------------------------- --- ----------------

Nominees for Director Whose Term Will Expire in 1999:
Allan Aves......................................................... 64 August 29, 1988
Mr. Aves is a farmer and is a director of the Illinois Farm
Bureau, the former President and a director of the DeKalb
County Farm Bureau and the former President and Chairman of
the Board of the American Soybean Association. He is a member
of the Audit Committee.
Douglas C. Roberts................................................. 43 August 29, 1988
Mr. Roberts is Vice President-Marketing of the Company. He
held the position of Director, U.S. Business Units of the
Company's seed division from May 1993 until February 1995 when
he was elected to his present position. He was Corn Product
Director of the Company's seed division until May 1993. Mr.
Roberts is a member of the Executive Committee.
Paul H. Hatfield................................................... 59 October 13, 1992
Mr. Hatfield is Chairman, President and Chief Executive
Officer of Petrolite Corporation. He was Chairman of Hatfield
Capital Group, a private investment company from February 1995
until November 1995. He was Vice President of Ralston Purina
Company and President and Chief Executive Officer of Protein
Technologies International until February 1995. He is a
director of PENWEST, Ltd. He is a member of the Audit
Committee.
Nominee for Director Whose Term Will Expire in 1998:
Virginia Roberts Holt.............................................. 40
Mrs. Holt is President of Charles A. Lowe & Associates, an
audiology practice.
Nominee for Director Whose Term Will Expire in 1997:
Tod R. Hamachek.................................................... 49 June 1, 1992
Mr. Hamachek is President and Chief Executive Officer of
PENWEST, Ltd., a leading supplier of corn-based specialty
products for the paper industry, food grade starches for the
food and confectionery industries, and non-active ingredients
for the pharmaceutical industry. He is a director of PENWEST,
Ltd., Northwest Natural Gas Company and The Seattle Times Co.
Mr. Hamachek is a member of the Compensation Committee.

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NAME AND PRINCIPAL OCCUPATION AGE DIRECTOR SINCE
- - ------------------------------------------------------------------- --- ----------------

Directors Whose Terms Expire in 1997:
John T. Roberts.................................................... 37 July 1, 1993
Mr. Roberts is Chief Financial Officer and Treasurer of Quest
Environmental Resources Corporation, a distributor of
environmental safety products. He practiced law with a private
law firm until September 1989, at which time he became a
private investor. He assumed his present position in February
1991. Mr. Roberts is a member of the Compensation Committee.
Richard O. Ryan.................................................... 53 June 15, 1988
Mr. Ryan is President and Chief Operating Officer of the
Company. Mr. Ryan is a member of the Executive Committee.
Directors Whose Terms Expire in 1998:
H. Blair White..................................................... 68 August 29, 1988
Mr. White is Of Counsel to Sidley & Austin, a law firm that
provides legal services to the Company. He is a director of
R.R. Donnelley & Sons Company. Mr. White is Chairman of the
Compensation Committee and of the Executive Committee.
Bruce P. Bickner................................................... 52 June 15, 1988
Mr. Bickner is Chairman and Chief Executive Officer of the
Company. Mr. Bickner was Chairman of the Board and Chief
Executive Officer of DEKALB Energy Company until November
1992. He is a director of Castle BancGroup, Inc. Mr. Bickner
is a member of the Executive Committee.
Dr. Charles Arntzen................................................ 54 August 1, 1990
Dr. Arntzen is President and Chief Executive Officer of the
Boyce Thompson Institute for Plant Research, Inc. He was
Manager, Plant Biotechnology Program, Institute of Biosciences
and Technology of Texas A & M University until he assumed his
present position in August 1995. He was deputy Chancellor for
Agriculture and Dean of the College of Agriculture and Life
Sciences of Texas A & M University until January 1992. He also
serves on the University of Chicago's Board of Governors for
the Argonne National Laboratory. Dr. Arntzen is Chairman of
the Audit Committee.

BOARD OF DIRECTORS AND COMMITTEES

The business of the Company is managed by or under the direction of the
Board of Directors. The Board has established several committees whose principal
functions are briefly described below. During fiscal 1995, the Board of
Directors held five meetings. All of the directors attended at least 75 percent
of the meetings of the Board and the Committees on which they served during the
year except for H. Blair White, who attended ten of the fourteen meetings of the
Board of Directors and of the applicable Audit, Compensation and Executive
Committee meetings held during fiscal 1995. Directors who are not employees of
the Company are paid $14,000 annually, plus $1,000 per day for attending
meetings of the Board of Directors, meetings of the committees of the Board of
Directors or for attending other meetings at the request of the Company, plus
expenses for attending meetings. An additional fee of $1,000 per year is paid to
each of the Chairmen of the Executive, Compensation and Audit Committees.

Pursuant to the DEKALB Genetics Corporation Director Stock Option Plan (the
"Director Plan"), directors who are not officers or employees of the Company may
elect to receive options to purchase shares of Class A Common Stock of the
Company in lieu of cash compensation ("Director Options"). The number of

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shares of Class A Common Stock subject to each Director Option shall be equal to
the nearest number of whole shares determined by dividing the amount of the
Annual Retainer and Meeting Fees by 25 percent of the Fair Market Value (as
defined below) of a share of Class A Common Stock on the date of the annual
meeting of stockholders of the Company. For purposes of the Director Plan, the
"Annual Retainer" is equal to the amount the director will be entitled to
receive for serving as a director in the relevant year and the "Meeting Fees"
are equal to the amounts the director will be entitled to receive for attendance
at all regularly scheduled meetings of the Board of Directors or any committee
of the Board of Directors of which he is a member in the relevant year. If a
director does not attend such a Board of Directors or committee meeting
(including non-attendance because any meeting was not held), the director will
forfeit that portion of the Director Options related to the Meeting Fees for
that meeting. The per share exercise price of the Class A Common Stock subject
to each Director Option will be 75 percent of the Fair Market Value of a share
of Class A Common Stock on the date prior to the date each Director Option was
granted. Under the Director Plan, the "Fair Market Value" of a share of Class A
Common Stock is the last price per share at which a share of the Company's Class
B Common Stock is sold in the regular way on the National Association of
Securities Dealers Automated Quotation System ("NASDAQ") on the day prior to the
day each Director Option is granted, or, in the absence of any reported sales on
such day, the first preceding day on which there were such sales.

The Executive Committee is authorized to act in lieu of the Board between
meetings of the Board and recommends to the Board nominees for the Board. The
Executive Committee will consider suggestions for Board nominees by shareholders
if such suggestions are received in writing by the Secretary of the Company on
or before May 31 of each year. The Executive Committee held five meetings during
fiscal 1995.

The Audit Committee reviews periodically with independent auditors the
performance of the services for which such auditors are engaged, including
reviewing the scope of the annual audit and its results, reviewing the adequacy
of the Company's internal accounting controls with management and auditors, and
reviewing fees charged by the Company's independent auditors. The Audit
Committee held three meetings during fiscal 1995.

The Compensation Committee reviews and recommends to the Board of Directors
compensation to be paid to senior officers of the Company. During fiscal 1995,
the Compensation Committee held three meetings. Certain members of the Board of
Directors serve, along with officers of the Company, on committees administering
various employee benefit plans of the Company.

APPROVAL OF PROPOSED AMENDMENT TO THE
DEKALB GENETICS CORPORATION LONG-TERM INCENTIVE PLAN

As described elsewhere in this Proxy Statement, the Company has a Long-Term
Incentive Plan (the "LTIP") that provides for, among other things, the grant to
eligible officers and other key employees of options ("Options") to purchase
Class A or Class B Common Stock (collectively, "Common Stock") of the Company,
stock appreciation rights ("SARs") and shares of restricted Common Stock
("Restricted Stock"). Holders of shares of Class A Common Stock are being asked
to approve a proposed amendment (the "Amendment") to the LTIP which would
increase the number of shares of Common Stock available for grant under the LTIP
(the "Increased Share Authorization"), place a limit on the number of shares
which may be subject to outstanding grants under the LTIP from time to time (the
"Outstanding Grant Limit"), and place a limit on the number of shares of Common
Stock subject to awards under the LTIP that can be granted to any participant
during any year (the "Participant Limit").

A copy of the Amendment is attached to this Proxy Statement as Exhibit A
and the description of the Amendment is qualified in its entirety by reference
to the full text of Exhibit A.

BACKGROUND

Increased Share Authorization and Outstanding Grant Limit. The LTIP
currently provides that the number of shares of Common Stock which may be issued
and sold or granted under the LTIP shall be the

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greater of 384,305 shares or six percent of the total shares of Common Stock
outstanding from time to time. Because six percent of the currently outstanding
shares of Common Stock is equal to 311,641, the total number of shares of Common
Stock currently authorized under the LTIP is 384,305. As of November 30, 1995,
320,621 shares of Common Stock have been issued and sold or granted under the
LTIP and, accordingly, only 63,684 shares of Common Stock are currently
available under the LTIP.

The LTIP does not currently contain any limitation on the number of shares
of Common Stock subject to outstanding awards from time to time.

Participant Limit. The Omnibus Budget Reconciliation Act of 1993 added
Section 162(m) to the Internal Revenue Code ("Code"). Section 162(m) generally
limits the deduction that may be claimed for compensation paid to the chief
executive officer and the four other highest paid executive officers in a given
fiscal year to $1,000,000 per person, subject to certain exceptions. The limit
applies to all types of compensation, including amounts realized on exercise of
stock options and stock appreciation rights, unless the awards and plan under
which they are made qualify as "performance based" under the terms of the Code
and related regulations. Under the proposed regulations under Section 162(m),
the Participant Limit would permit future grants of Options, SARs and Restricted
Stock under the LTIP to meet the requirements for "performance based"
compensation.

DESCRIPTION OF AMENDMENT

Pursuant to the Increased Share Authorization, in addition to the 384,305
shares of Common Stock currently authorized under the LTIP, an additional
350,000 shares of Common Stock would be authorized under the LTIP on and after
September 1, 1995. The Amendment would also remove the provisions of the LTIP
which could cause the number of authorized shares under the LTIP to be equal to
six percent of the outstanding shares of Common Stock from time to time.

The Outstanding Grant Limit would place an additional restriction on the
number of shares which may be subject to outstanding grants under the LTIP from
time to time. The Outstanding Grant Limit provides that no Option, SAR or
Restricted Stock may be granted or awarded under the LTIP if and to the extent
that such grant or award would cause the total number of shares of Common Stock
subject to then outstanding and unexercised Options and SARs under the LTIP,
plus the total number of shares of Restricted Stock awarded under the LTIP
(other than shares no longer subject to restrictions under the LTIP), to exceed
eight and one-half percent (8 1/2%) of the total number of shares of Common
Stock outstanding at the time of such grant or award.

The Participant Limit would provide that the maximum number of shares of
Common Stock available for grants under the LTIP to any participant in any
fiscal year shall not exceed 50,000 shares.

The effect of the Increased Share Authorization would be to increase by
350,000 shares the number of shares of Common Stock currently authorized under
the LTIP. The Outstanding Grant Limit, however, would provide that shares
subject to outstanding awards under the LTIP could not exceed 8 1/2% of the
total number of outstanding shares of Common Stock of the Company from time to
time. If the Outstanding Grant Limit were to prevent a grant or award under the
LTIP and subsequently an outstanding Option or SAR were exercised or forfeited
or Restricted Shares became no longer subject to restrictions under the LTIP (or
the Company were to issue additional shares of Common Stock), then additional
grants or awards could then be made under the LTIP up to the limit permitted
pursuant to the Outstanding Grant Limit, after giving effect to such exercise,
forfeiture, lapse of restrictions or issuance of additional shares. As of
November 30, 1995, 227,164 shares of Common Stock were subject to outstanding
awards under the LTIP, which was approximately 4.4% of the total number of
outstanding shares of Common Stock as of such date. Accordingly, the Outstanding
Grant Limit would limit to 441,492 the number of shares of Common Stock which
could be subject to outstanding awards as of November 30, 1995 (the remaining
290,848 of the 384,305 shares currently authorized under the LTIP plus 150,644
of the additional 350,000 shares pursuant to the Increased Share Authorization).
The Participant Limit will result in the Company not being subject to the
Section 162(m) limitation on deductibility of compensation relating to Options,
SARs and Restricted Stock granted under the LTIP in 1996 and subsequent years.

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The Outstanding Grant Limit and the Participant Limit are further
limitations on the current terms of the LTIP and do not add benefits or
compensation currently available for awards under the LTIP.

VOTE REQUIRED AND RECOMMENDATION

Each holder of shares of Class A Common Stock will be entitled to cast one
vote for each such share held of record on the record date. Approval of the
Amendment requires the affirmative vote of at least a majority of the shares of
Class A Common Stock of the Company present (in person or by proxy) and entitled
to vote at the meeting. Consequently, shares which are voted to abstain from
voting on the approval of the Amendment will have the legal effect of a vote
against approval of the Amendment and shares which are not voted with respect to
the approval of the Amendment (including broker non-votes) will not affect the
approval of the Amendment.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" APPROVAL OF
THE AMENDMENT.

SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth as of November 30, 1995 the beneficial
ownership of the Class A and Class B Common Stock of the Company (including
shares as to which a right to acquire ownership exists (e.g., through the
exercise of stock options) within the meaning of Rule 13d-3(d)(1) under the
Securities Exchange Act of 1934) of each director and nominee, each Named
Executive Officer (as defined below) and all directors and executive officers as
a group:

NUMBER OF SHARES OF COMMON STOCK
OWNED BENEFICIALLY AND PERCENTAGES
OF CLASS OUTSTANDING ON NOVEMBER 30,
1995(1)(2)
-------------------------------------------
CLASS A % CLASS B %
------- ------ ------- -----

Charles J. Arntzen(3)................................ 4,362 .562 -- --
Allan Aves(4)........................................ 12,634 1.611 -- --
Bruce P. Bickner(5).................................. 53,548 6.506 -- --
Richard T. Crowder(6)................................ 1,667 .216 -- --
Tod R. Hamachek(7)................................... 9,640 1.234 -- --
Paul H. Hatfield(8).................................. 8,678 1.112 -- --
Virginia Roberts Holt(9)(10)......................... 136,470 17.681 10,168 .230
Thomas R. Rauman(11)................................. 4,634 .597 100 .002
Douglas C. Roberts(10)(12)........................... 136,954 17.690 14,021 .317
John T. Roberts(10)(13).............................. 141,617 18.222 9,500 .215
Richard O. Ryan(14).................................. 24,464 3.078 4,150 .094
H. Blair White(15)................................... 19,051 2.426 -- --
John H. Witmer, Jr.(16).............................. 19,600 2.478 -- --
All of the above and all other executive officers as
a group (17 persons)(17)........................... 589,041 62.473 37,989 .859

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(1) Unless otherwise noted, the named individual has sole voting and investment
power with respect to the shares of Class A (voting) Common Stock and sole
investment power with respect to the shares of Class B (non-voting) Common
Stock listed.

(2) The Securities and Exchange Commission defines the beneficial owner of a
security as including any person who has sole or shared voting or
investment power with respect to such security.

(3) Includes 4,362 shares of Class A Common Stock subject to options which may
be acquired on or prior to January 29, 1996.

(4) Includes 12,484 shares of Class A Common Stock subject to options which may
be acquired on or prior to January 29, 1996.

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(5) Includes 51,250 shares of Class A Common Stock subject to options which may
be acquired on or prior to January 29, 1996.

(6) Includes 1,667 shares of Class A Common Stock subject to an option which
may be acquired on or prior to January 29, 1996.

(7) Includes 9,640 shares of Class A Common Stock subject to options which may
be acquired on or prior to January 29, 1996.

(8) Includes 8,678 shares of Class A Common Stock subject to options which may
be acquired on or prior to January 29, 1996.

(9) Includes 17,598 shares of Class A Common Stock and 2,800 shares of Class B
Common Stock held in trusts for the benefit of the children of Virginia
Roberts Holt of which she or her spouse is the trustee. Includes 700 shares
of Class B Common Stock held by her spouse.

(10) Douglas C. Roberts, John T. Roberts and Virginia Roberts Holt are brothers
and sister.

(11) Includes 4,634 shares of Class A Common Stock subject to options which may
be acquired on or prior to January 29, 1996.

(12) Includes 22,618 shares of Class A Common Stock held in trusts for the
benefit of the children of Douglas C. Roberts of which he or his spouse is
the trustee. Includes 2,367 shares of Class A Common Stock subject to
options which may be acquired on or prior to January 29, 1996.

(13) Includes 18,699 shares of Class A Common Stock and 2,100 shares of Class B
Common Stock held in trusts for the benefit of the children of John T.
Roberts of which he or his spouse is the trustee. Includes 700 shares of
Class B Common Stock held by his spouse. Includes 5,337 shares of Class A
Common Stock subject to options which may be acquired on or prior to
January 29, 1996.

(14) Includes 23,000 shares of Class A Common Stock subject to options which may
be acquired on or prior to January 29, 1996.

(15) Includes 600 shares of Class A Common Stock as to which investment power is
shared. Includes 13,411 shares of Class A Common Stock subject to options
which may be acquired on or prior to January 29, 1996.

(16) Includes 19,100 shares of Class A Common Stock subject to options which may
be acquired on or prior to January 29, 1996.

(17) Includes 171,041 shares of Class A Common Stock subject to options which
may be acquired on or before January 29, 1996.

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PRINCIPAL STOCKHOLDERS

The following table sets forth as of November 30, 1995 the beneficial
ownership of the Company's Class A Common Stock of each person known by the
Company to own beneficially more than five percent of such class of securities
and the percentage of all shares of Class A Common Stock that such number of
shares represents:

PERCENTAGE
OF
OUTSTANDING
SHARES OF
SHARES OWNED CLASS A
NAME AND ADDRESS BENEFICIALLY(1) COMMON STOCK
- - ----------------------------------------------- --------------- ------------

John T. Roberts(2)(3).......................... 141,617 18.222%
7602 E. 88th Place
Indianapolis, Indiana 46256
Douglas C. Roberts(2)(4)....................... 136,954 17.690%
1449 Janet Street
Sycamore, Illinois 60178
Virginia Roberts Holt(2)(5).................... 136,470 17.681%
2329 Clover Lane
Northfield, Illinois 60093
Bruce P. Bickner(6)............................ 53,548 6.506%
11702 Deerpath Road
Sycamore, Illinois 60178

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(1) The Securities and Exchange Commission defines the beneficial owner of a
security as including any person who has sole or shared voting or investment
power with respect to such security.

(2) Douglas C. Roberts, Virginia Roberts Holt and John T. Roberts are brothers
and sister.

(3) See Note 13 on page 7.

(4) See Note 12 on page 7.

(5) See Note 9 on page 7.

(6) See Note 5 on page 7.

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EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth the annual and long term compensation paid
by the Company and its subsidiaries for the fiscal years indicated to the Chief
Executive Officer and the four most highly compensated executive officers other
than the Chief Executive Officer, serving at the end of fiscal 1995 (the "Named
Executive Officers"):

LONG TERM
COMPENSATION
--------------------------------
PAYOUTS
ANNUAL COMPENSATION AWARDS -------
NAME AND ------------------------------------- ----------------------
PRINCIPAL POSITION OTHER ANNUAL NUMBER OF SECURITIES LTIP ALL OTHER
AT AUGUST 31, 1995 YEAR SALARY BONUS COMPENSATION(1) UNDERLYING OPTIONS(2) PAYOUTS COMPENSATION(3)
- - --------------------------- ---- -------- -------- --------------- ---------------------- ------- ---------------

Bruce P. Bickner........... 1995 $285,016 $225,000 $20,389 3,750 $ 0 $28,277
Chairman and Chief 1994 269,992 55,800 14,782 0 0 17,300
Executive Officer 1993 266,539 0 18,093 0 0 9,925
Richard O. Ryan............ 1995 231,369 119,250 7,952 6,000 0 16,860
President and Chief 1994 196,969 41,850 6,765 0 0 7,631
Operating Officer 1993 214,308 0 8,149 0 0 6,922
Richard T. Crowder......... 1995 171,514 52,400 0 5,000 0 94,893
Senior Vice President, 1994 -- -- -- -- -- --
International(4) 1993 -- -- -- -- -- --
John H. Witmer, Jr......... 1995 164,885 43,000 331 0 0 14,135
Senior Vice President 1994 144,723 39,825 1,089 0 0 6,054
and General Counsel 1993 133,323 6,550 0 0 0 4,290
Thomas R. Rauman........... 1995 153,093 33,500 6,472 4,500 0 10,623
Vice President, Finance 1994 116,185 20,000 17,797 2,000 0 21,451
and CFO(5) 1993 78,769 5,000 0 1,700 0 2,572

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(1) Other Annual Compensation for fiscal 1995 arose from the following sources:
Taxable income for executive car participants (Mr. Bickner -- $6,428, Mr.
Ryan -- $7,637, Mr. Rauman -- $6,472); Personal use of company airplane (Mr.
Bickner -- $11,989, Mr. Ryan -- $315, Mr. Witmer -- $331) (pursuant to
Compensation Committee guidelines); reimbursement to Mr. Bickner for income
taxes related to benefit plan of $1,972.

(2) No restricted stock or stock appreciation rights (SARs) were awarded to the
Named Executive Officers during fiscal 1993, 1994 and 1995.

(3) All Other Compensation for fiscal 1995 arose from the following sources:
Company contributions to the Company's Deferred Compensation Plan (Mr.
Bickner -- $11,449, Mr. Ryan -- $7,393, Mr. Crowder -- $2,713, Mr. Witmer --
$4,783, Mr. Rauman -- $1,385); Company contributions to the Company's
Savings and Investment Plan (Mr. Bickner -- $9,000, Mr. Ryan -- $9,000, Mr.
Crowder -- $9,000, Mr. Witmer -- $9,000, Mr. Rauman -- $9,000); and
Reimbursement for life insurance premiums (Mr. Bickner -- $7,828, Mr. Ryan
-- $467, Mr. Crowder -- $197, Mr. Witmer -- $352 and Mr. Rauman -- $238);
and Company payment to Mr. Crowder of $25,000 for relocation and $57,983 as
reimbursement for benefits lost at his previous employer.

(4) Mr. Crowder's employment with the Company began October 26, 1994.

(5) Mr. Rauman's employment with the Company began January 1, 1993.

9
12

OPTION GRANTS DURING FISCAL 1995

The following table sets forth the number of shares of Class A Common Stock
that were granted subject to options during fiscal 1995 to each Named Executive
Officer receiving such a grant:

INDIVIDUAL GRANTS
-----------------------------------------------------------------
PERCENTAGE OF
TOTAL SHARES
NUMBER OF SECURITIES GRANTED TO EXERCISE
UNDERLYING OPTIONS EMPLOYEES PRICE PER EXPIRATION GRANT DATE
NAME GRANTED(1) IN FISCAL 1995 SHARE DATE PRESENT VALUE(2)
- - ----------------------------- -------------------- -------------- --------- ---------- ----------------

Bruce P. Bickner............. 3,750 6.49% $ 27.00 01/16/05 $ 45,225
Richard O. Ryan.............. 6,000 10.39% $ 27.00 01/16/05 72,360
Richard T. Crowder........... 5,000 8.66% $ 29.75 10/25/04 69,450
Thomas R. Rauman............. 4,500 7.79% $ 27.00 01/16/05 54,270

- - ---------------
(1) These options to purchase Class A Common Stock of the Company were granted
under the Company's Long-Term Incentive Plan (LTIP) at an exercise price of
100 percent of fair market value on the date of grant. The options are
exercisable over a period of not more than ten years from the date of grant.
The stock option grants to Messrs. Bickner, Ryan and Rauman were made
effective January 17, 1995. Vesting is over a three-year period from the
date of grant, with one-third of the options vesting on January 17, 1996,
one-third vesting on January 17, 1997 and the final one-third vesting on
January 17, 1998. Mr. Crowder's stock option grant was made effective
October 26, 1994. Vesting is also over a three-year period with one-third of
the options vesting on October 26, 1995, one-third vesting on October 26,
1996 and the final one-third vesting on October 26, 1997.

(2) Grant date present value is based on a Black-Scholes option pricing model
adapted for use in valuing executive stock options. In calculating the grant
present values set forth in the table, a factor of 40% has been assigned to
the volatility of the common stock, the annual dividend assumption is $0.80
per share, the interest rate has been fixed at 8.00% and the exercise of
options has been assumed to occur at the end of the actual option term of
ten years. There is no assurance that these assumptions will prove to be
true in the future. Consequently, the actual value, if any, an executive may
realize will depend on the common stock price on the date the option is
exercised, so that there is no assurance the value realized by an executive
will be at or near the value estimated by the Black-Scholes model.

AGGREGATED OPTION EXERCISES DURING FISCAL 1995 AND
FISCAL 1995 YEAR-END OPTION VALUES

The following table sets forth the number of shares of Class A and Class B
Common Stock that were purchased pursuant to options exercised, and the number
and value of shares subject to unexercised options at August 31, 1995, for each
of the Named Executive Officers:

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS HELD AT OPTIONS AT
SHARES AUGUST 31, 1995(2) AUGUST 31, 1995(1)(3)
ACQUIRED VALUE ---------------------------- ----------------------------
NAME ON EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- - ------------------------- ----------- ----------- ----------- ------------- ----------- -------------

Bruce P. Bickner......... -0- -0- 50,000 3,750 $ 1,293,398 $48,281
Richard O. Ryan.......... -0- -0- 21,000 6,000 $ 520,285 $77,250
Richard T. Crowder....... -0- -0- -0- 5,000 $ -0- $50,625
John H. Witmer, Jr. ..... -0- -0- 19,100 -0- $ 485,012 $ -0-
Thomas R. Rauman......... -0- -0- 1,866 6,434 $ 23,591 $82,071

- - ---------------
(1) Market value of underlying securities at exercise or year-end, minus the
exercise price.

(2) No employee of the Company holds any SARs relating to Class A or Class B
Common Stock.

(3) Assumed August 31, 1995 fair market value of $39.875 per share of Class B
Common Stock.

10
13

LONG-TERM INCENTIVE -- AWARDS DURING FISCAL 1995

The following table sets forth the long-term incentive awards made during
fiscal 1995 to each Named Executive Officer receiving such an award:

ESTIMATED FUTURE PAYOUTS UNDER
NUMBER OF PERFORMANCE NON-STOCK PRICE BASED PLANS
PERFORMANCE UNITS PERIOD UNTIL -------------------------------
NAME AWARDED(1) MATURATION THRESHOLD TARGET MAXIMUM
------------ ----------------- ------------ --------- ------- -------

Bruce P. Bickner..................... 53,600 08/31/97 -0- $53,600 $93,800
Richard O. Ryan...................... 32,000 08/31/97 -0- $32,000 $56,000
Richard T. Crowder................... 10,000 08/31/97 -0- $10,000 $17,500
John H. Witmer, Jr................... 13,600 08/31/97 -0- $13,600 $23,800
Thomas R. Rauman..................... 16,000 08/31/97 -0- $16,000 $28,000

- - ---------------
(1) These awards are performance units covering the performance during the 1995,
1996 and 1997 fiscal years. The targeted value of each performance unit is
$1.00 with a maximum payout of $1.75 per unit. The performance units vest
over a three-year period with one-third vesting at the end of the first
year, one-third vesting at the end of the second year and the final third
vesting at the end of the third year. For all Named Executive Officers, the
payment is based on earnings per share for fiscal year 1997.

ESTIMATED ANNUAL RETIREMENT BENEFITS FOR YEARS OF SERVICE

The following table sets forth the estimated annual retirement benefits
payable upon retirement pursuant to the Company's retirement plans for the
indicated levels of remuneration and years of service for each Named Executive
Officer:

FINAL YEARS OF SERVICE
AVERAGE --------------------------------------------------------
COMPENSATION 10 15 20 25 30
- - ------------ -------- -------- -------- -------- --------

$150,000...................... $ 30,000 $ 45,000 $ 60,000 $ 75,000 $ 90,000
175,000...................... 35,000 52,500 70,000 87,500 105,000
200,000...................... 40,000 60,000 80,000 100,000 120,000
225,000...................... 45,000 67,500 90,000 112,500 135,000
250,000...................... 50,000 75,000 100,000 125,000 150,000
275,000...................... 55,000 82,500 110,000 137,500 165,000
300,000...................... 60,000 90,000 120,000 150,500 180,000
325,000...................... 65,000 97,500 130,000 162,500 195,000
350,000...................... 70,000 105,000 140,000 175,000 210,000
375,000...................... 75,000 112,500 150,000 187,500 225,000
400,000...................... 80,000 120,000 160,000 200,000 240,000
425,000...................... 85,000 127,500 170,000 212,500 255,000
450,000...................... 90,000 135,000 180,000 225,000 270,000
475,000...................... 95,000 142,500 190,000 237,500 285,000
500,000...................... 100,000 150,000 200,000 250,000 300,000

The defined benefit plan for executives is based upon the average
annualized salary (consisting of salary and bonus) of the last 36 consecutive
months prior to October 1, 1993, at which time the pension plan was suspended.
Compensation earned after that date and future service shall not be included
when calculating pension benefits. At October 1, 1993, average annualized salary
for each of the Named Executive Officers who are eligible to participate is as
follows: Bruce P. Bickner -- $380,590; Richard O. Ryan -- $250,452; John H.
Witmer, Jr. -- $227,836; Thomas R. Rauman -- $128,782.

11
14

The credited years of service for each of the Named Executive Officers is:

Bruce P. Bickner............................................... 18
Richard O. Ryan................................................ 14
John H. Witmer, Jr............................................. 15
Thomas R. Rauman............................................... 23

Richard T. Crowder is not eligible to participate in the pension plans.

The benefits are calculated by determining the average annualized earnings
of the applicable 36 months and multiplying this by the number of years of
service times two percent. These benefits will be reduced by social security
benefits, qualified pension plan benefits and benefits from a profit sharing
plan previously provided by the Company. The benefit table assumes that the
participant will retire at age 65. If not, the benefit will be reduced by three
percent for every year retirement takes place before age 65.

EMPLOYMENT AGREEMENTS

The Company has entered into written employment agreements with all of the
Named Executive Officers. Each employment agreement provides for a one-year term
and is subject to successive one-year extensions unless notice of termination is
given. The employment agreements provide for the following base salaries for
fiscal 1996 to be paid to the executive officers: Mr. Bickner ($295,000), Mr.
Ryan ($240,000), Mr. Crowder ($215,000), Mr. Witmer ($165,000) and Mr. Rauman
($160,000). Those executive officers will have Company performance-related bonus
opportunities which have been set for a target bonus of $225,000; $155,000;
$85,000; $53,000 and $60,000 respectively, which could be exceeded if
performance merits. Each employment agreement provides that if the executive is
terminated prior to the expiration of the term of the agreement such executive
officer will also be entitled to termination pay equal to 24 months' base salary
and target bonus in the case of Messrs. Bickner and Ryan, 12 months' base salary
and target bonus in the case of Mr. Crowder and 12 months' base salary in the
case of Messrs. Witmer and Rauman. Messrs. Bickner, Ryan, and Crowder are
subject to noncompete limitations for periods of time equaling the length of
their termination pay.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors has furnished the
following report on executive compensation:

With input on competitive and recommended practices from external
independent consultants, the Compensation Committee of the Board of Directors
has overseen the development and implementation of Company compensation programs
which seek to enhance Company profitability and shareholder value. The Company's
objective is to closely align the senior managers' financial interests with
those of the Company's shareholders. The Company subscribes to a total
compensation theory in which base salary, annual bonus, benefits, perquisites
and long-term incentives as components of the compensation package are
considered individually and in total. The Company considers three factors in
determining the levels and proportions of these compensation components for
executive managers.

The most important element is the Company's past and expected financial
performance and whether bonus payments are consistent with shareholder return.
Primary factors in determining shareholder return are net earnings and the
accomplishment of specific strategic objectives that will enhance earnings and
asset return. These specific strategic objectives include goals such as market
share gains, new product development, strategic plan development and marketing
plan accomplishment.

Secondly, consideration is given to the competitive practice of like-sized
companies and similar industries for paying positions with equivalent
responsibilities. The Company uses both a seed industry survey and general
industry surveys in determining external pay levels. The seed industry survey is
conducted by the American Seed Trade Association ("ASTA") and covers pay
practices of 22 competitive seed companies.

12
15

The primary general industry compensation surveys used are conducted by William
M. Mercer, Inc. and Hewitt Associates. Emphasis is placed on companies with
$200-500 million in annual sales.

The Company's compensation goal is to target its executives to be paid
competitive rates when performance expectations are met and above competitive
levels when expectations are exceeded. The Company targets its executives to be
paid between the 50th and 75th percentile of competitive rates when performance
expectations are met. As a guideline, no bonus will be awarded until 80 percent
of the related objective has been reached. At that level of performance,
approximately 50 percent of bonus target will be paid. Bonus payments will
increase until 100 percent of target is paid at 100 percent objective
accomplishment. Performance in excess of the objective will earn a bonus payment
over target. Base salaries are normally at or about the 50th percentile of
competitive practice. The portion of annual cash compensation subject to
performance bonus accomplishment is normally at or greater than the competition.

Finally, internal pay equity within the Company between executive positions
is considered. Individual performance, responsibility level and length of time
in position are all factors in determining placement within the appropriate
salary range. Major determinants of responsibility level are size of assets
managed and the ability to influence profitability.

Criteria for determining fiscal 1995 annual performance bonuses for the
Named Executive Officers included earnings, profit contribution, market share
and specific individual objectives.

The following table summarizes fiscal 1995 bonus opportunities and criteria
for the Named Executive Officers:

CRITERIA AS A PERCENT OF BONUS TARGET
1995 BONUS -----------------------------------------
TARGET AS NET NORTH AMERICAN INDIVIDUAL
PERCENT OF TOTAL CORPORATE SEED STRATEGIC
NAME CASH COMPENSATION EARNINGS MARKET SHARE OBJECTIVES
---- ----------------- --------- -------------- ----------

Bruce P. Bickner............................ 45% 75% 12.5% 12.5%(1)
Richard O. Ryan............................. 40% 75% 25% --
Richard T. Crowder.......................... 27% 13% -- 87%(2)
John H. Witmer, Jr.......................... 24% 50% -- 50%(3)
Thomas R. Rauman............................ 25% 75% -- 25%(4)

- - ---------------

(1) Included an objective on management structure.

(2) Included objectives on international and world wide seed profit
contribution.

(3) Included objectives on intellectual property and shareholder value
realization.

(4) Included objectives on financial reporting system.

The Committee, in its capacity as the DEKALB Genetics Corporation Long-Term
Incentive Plan Administrative Committee, periodically grants key employees,
including the Named Executive Officers, awards under the Company's Long-Term
Incentive Plan ("LTIP"). The LTIP provides the flexibility to grant longer term
incentives in a variety of forms including stock options, stock appreciation
rights and restricted stock. The Committee currently views stock options and
performance unit grants which the Committee also grants from time to time (the
only awards currently outstanding) as the best long term incentive vehicles to
ally the interests of management and shareholders. In awarding stock options and
performance units, the Committee reviews and approves individual recommendations
made by the Chief Executive Officer and the President. The Committee in turn
determines the awards for the CEO and the President.

Factors used in determining individual award size are competitive practice
(awards needed to attract and retain management talent), rank within the Company
(internal equity), responsibility for asset management (size of job) and ability
to affect profitability. In each individual case, previous option and
performance unit grants are considered in determining the size of new awards.

13
16

The Committee, as it deems appropriate, seeks outside professional counsel
on the value, size, term and criteria of awards. Hewitt was last retained in
this capacity in fiscal 1992.

The foregoing Compensation Committee Report has been furnished by:

H. Blair White, Chairman
Tod R. Hamachek
John T. Roberts

COMPARISON OF CUMULATIVE FIVE-YEAR RETURNS

PEER GROUP PEER GROUP
MEASUREMENT PERIOD DEKALB ($150- ($100- BROAD MAR-
(FISCAL YEAR COVERED) GENETICS 300MM)(1)(2) 200MM)(2) KET(3)

1990 100 100 100 100
1991 103.9 125.1 128.8 113.7
1992 89.9 134.5 132.8 115.6
1993 83.4 164.0 160.7 150.5
1994 109.6 171.4 167.2 164.4
1995 138.4 193.8 185.6 195.6

(1) There are no published industry or line of business indices that parallel
the Company's primary business endeavors, nor is there a group of
publicly-traded companies in the same business lines. Therefore, an index
of all NASDAQ traded companies with a market capitalization of $150 to $300
million (excluding financial institutions) has been selected as the Peer
Group Index. The index is weighted for relative market capitalization.

(2) The Peer Group Index used in last year's Proxy Statement was an index of all
NASDAQ traded companies with a market capitalization of $100 to $200
million (excluding financial institutions). Because the Company's market
capitalization exceeded $200 million on August 31, 1995, the table includes
the new Peer Group Index and the old Peer Group Index for comparative
purposes.

(3) The Company is not part of the S&P 500 index and is traded on the NASDAQ.
Therefore, the NASDAQ Stock Index has been selected as the Broad-Based
Index.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

H. Blair White, a director of the Company, is Of Counsel to the law firm of
Sidley & Austin. Sidley & Austin provided legal services to the Company during
the past year.

14
17

CERTAIN OTHER TRANSACTIONS

Directors and officers of the Company are required under Section 16 of the
Securities Exchange Act of 1934 to report to the Securities and Exchange
Commission their transactions in, and beneficial ownership of, the Company's
Class A Common Stock, Class B Common Stock and other equity securities of the
Company. Reports received by the Company during the last fiscal year indicate
that Richard O. Ryan, who is an executive officer of the Company, filed one late
report relating to one transaction.

AUDITORS

Arthur Andersen LLP performed the audit of the fiscal 1995 financial
statements of the Company. Representatives of Arthur Andersen are expected to be
present at the Annual Meeting and will be provided an opportunity to make a
statement if they desire to do so and will be available to respond to
appropriate inquiries from stockholders.

SUBMISSION OF STOCKHOLDER PROPOSALS
FOR THE JANUARY 1997 ANNUAL MEETING

Stockholder proposals to be included in the proxy soliciting materials for
the Annual Meeting of Stockholders of the Company following the completion of
fiscal 1996 must be received by the Company no later than August 8, 1996.

In addition, the Company's By-Laws require that there be furnished to the
Company written notice with respect to the nomination of a person for election
as a director or the submission of a proposal (other than nominations and
proposals submitted at the direction of the Board) at a meeting of stockholders.
In order for any such nomination or submission to be proper, the notice must
contain certain information concerning the nominating or proposing stockholder
and the nominee or the proposal, as the case may be, and must be furnished to
the Company generally not less than 30 days prior to the meeting. A copy of the
applicable By-Law provision may be obtained, without charge, upon written
request to the Secretary of the Company at its principal executive offices.

DISCRETIONARY VOTING OF PROXIES ON OTHER MATTERS

Management does not now intend to bring before the Annual Meeting any
matters other than those disclosed in the Notice of Annual Meeting of
Stockholders, and it does not know of any business which persons, other than
management, intend to present at the meeting. Should any other matters requiring
a vote of the stockholders arise, the proxies in the enclosed form confer upon
the person or persons entitled to vote the shares represented by such proxies
discretionary authority to vote the same in respect of any such other matter in
accordance with their best judgment.

By Order of the Board of Directors

John H. Witmer, Jr., Secretary

DeKalb, Illinois
December 4, 1995

15
18

EXHIBIT A

AMENDMENT TO THE
DEKALB GENETICS CORPORATION
LONG-TERM INCENTIVE PLAN (THE "PLAN")

Section 5.1 of the Plan is hereby amended to read in its entirety as
follows:

5.1 Limitations. Subject to the adjustment pursuant to the provisions
of Section 5.3 hereof, the number of shares of Common Stock which may be
issued and sold or granted hereunder shall be 384,305; provided that on and
after September 1, 1995, there shall be an additional 350,000 shares of
Common Stock (subject to adjustment pursuant to the provisions of Section
5.3 hereof) which are available for grants of awards hereunder. The number
of shares which may be issued and sold or granted may be either authorized
but unissued shares, shares issued and reacquired by the Company or shares
bought in the market for the purposes of the Plan. SARs awarded and
exercised pursuant to Article VII shall be considered to be Common Stock
for purposes of this Section 5.1, provided that shares of Common Stock
subject to an Option, and an SAR granted with respect thereto, shall only
be counted once.

Notwithstanding the foregoing, (a) no Option, SAR or Restricted Stock
may be granted or awarded hereunder if and to the extent that such grant or
award would cause the total number of shares of Common Stock subject to
then outstanding and unexercised Options and SARs, plus the total number of
shares of Restricted Stock awarded hereunder (other than shares of
Restricted Stock which are no longer subject to restrictions under this
Plan) to exceed eight and one-half percent (8 1/2%) of the total number of
shares of Common Stock outstanding at the time of such grant or award and
(b) the maximum number of shares of Common Stock available for grants of
awards hereunder to any Participant in any fiscal year of the Company shall
not exceed 50,000 shares (subject to adjustment pursuant to the provisions
of Section 5.3 hereof).
19

- - --------------------------------------------------------------------------------
INSTRUCTIONS TO HARRIS TRUST AND SAVINGS BANK
FOR VOTING OF PARTICIPANT'S INTEREST IN THE

DEKALB GENETICS CORPORATION SAVINGS AND INVESTMENT PLAN

The undersigned, as a participant in the Company Common Stock Fund
of the DEKALB Genetics Corporation Savings and Investment Plan,
acknowledges receipt of the Notice of Annual Meeting of Stockholders
and Proxy Statement dated December 4, 1995. Furthermore, the
undersigned hereby instructs the Harris Trust and Savings Bank, as
Trustee, (a) to appoint Bruce P. Bickner and H. Blair White, each with
full power of substitution, and acting alone, as proxies of the
undersigned; (b) to authorize such proxies to attend the Annual
Meeting of Stockholders of DEKALB Genetics Corporation, a Delaware
corporation (the "Company"), to be held at the Kishwaukee College
Auditorium, 21193 Malta Road, Malta, Illinois 60150, on January 16,
1996 at 3:00 P.M., Central Standard Time, or any adjournment or
adjournments of such meeting; and (c) to instruct such proxies to
represent and vote all shares of Class A Common Stock of the Company
which the undersigned is entitled to vote:

(1) FOR / / election of the five (5) nominees for director named in the accompanying Proxy Statement, namely:
Allan Aves, Tod R. Hamachek, Paul H. Hatfield, Virginia Roberts Holt and Douglas C. Roberts and for the terms
described in the Proxy Statement.
INSTRUCTION: To withhold authority to vote for any individual nominee, write each such nominee's name below.

-----------------------------------------------------------------------------------------------------------------
WITHHOLD / / authority to vote for all of the aforementioned nominees as director.
(2) FOR / /, AGAINST / /, or ABSTAIN / / with respect to approval of the amendment to the DEKALB Genetics Corporation
Long-Term Incentive Plan set forth in the accompanying Proxy Statement.
(3) In their discretion, upon any other business that may properly come before the meeting or adjournment thereof.

(Continued on reverse side)

(Continued from other side)

These instructions are revocable. The undersigned hereby revokes
any instructions to vote or act with respect to such interest in the
Plan heretofore given by the undersigned.

PLEASE MARK, SIGN, DATE AND RETURN THIS CARD PROMPTLY USING THE
ENCLOSED ENVELOPE. IF THIS CARD IS NOT COMPLETED AND RETURNED TO THE
TRUSTEE ON OR BEFORE JANUARY 12, 1996, THE SHARES REPRESENTING YOUR
INTEREST IN THE PLAN WILL NOT BE VOTED.
Date:
-------------------------

/ / I expect to attend this
meeting.

/ / I do not expect to attend
this meeting.

------------------------------
Signature
20

DEKALB GENETICS CORPORATION
PROXY - ANNUAL MEETING OF STOCKHOLDERS
January 16, 1996

PROXY SOLICITED BY THE BOARD OF DIRECTORS

The undersigned acknowledges receipt of the Notice of Annual
Meeting of Stockholders and Proxy Statement dated December 4, 1995. Bruce P.
Bickner and H. Blair White, each with full power of substitution, and acting
alone, are hereby constituted proxies of the undersigned and authorized to
attend the Annual Meeting of Stockholders of DEKALB Genetics Corporation, a
Delaware corporation (the "Company"), to be held at the Kishwaukee College
Auditorium, 21193 Malta Road, Malta, Illinois 60150, on January 16, 1996 at
3:00 P.M., Central Standard Time, or any adjournment or adjournments of such
meeting, and to represent and vote all shares of Class A Common Stock of the
Company which the undersigned is entitled to vote:

INSTRUCTION: To withhold authority to vote for any individual
nominee, write each such nominee's name below.

_____________________________________________________________________

WITHHOLD / / authority to vote for all of the aforementioned nominees
as director.

(2) FOR / /, AGAINST / /, OR ABSTAIN / / with respect to approval of the
amendment to the DEKALB Genetics Corporation Long-Term Incentive Plan
set forth in the accompanying Proxy Statement.

(3) In their discretion, upon any other business that may properly come
before the meeting or adjournment thereof.

This proxy is revocable. The undersigned hereby revokes any proxy
or proxies to vote or act with respect to such shares heretofore given by the
undersigned.

THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS
SPECIFIED HEREIN AND, IN THE ABSENCE OF SUCH SPECIFICATIONS, WILL BE VOTED FOR
PROPOSALS (1) and (2).

PLEASE MARK, SIGN, DATE AND RETURN Date:______________________________
THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE. / / I expect to attend this
meeting.

/ / I do not expect to attend this
meeting.

____________________________________

Please sign exactly as your stock is
registered. Joint owners should
each sign personally. Executors,
administrators, trustees, etc.
should so indicate when signing.