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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the Fiscal Year Ended September 30, 1998

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the transition period from ____________ to
____________

Commission File Number 1-7626

UNIVERSAL FOODS CORPORATION
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(Exact name of registrant as specified in its charter)

WISCONSIN 39-0561070
- ---------------------------------------- --------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

433 EAST MICHIGAN STREET
MILWAUKEE, WISCONSIN 53202
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(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (414) 271-6755

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT

Title of each class Name of each exchange on which registered
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Common Stock, $.10 par value New York Stock Exchange, Inc.
Associated Preferred Share Purchase Rights

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT

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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for at least the past 90 days. Yes [ X ] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Indicate the number of shares outstanding of each of the issuer's classes
of Common Stock as of December 4, 1998: 53,954,874 shares of Common Stock, $.10
par value, including 2,793,753 treasury shares.

Aggregate market value of Universal Foods Corporation Common Stock,
excluding treasury shares, held by non-affiliates as of December 4, 1998 was
$1,186,069,331. In determining who are affiliates of the Company for purposes
of this computation, it is assumed that directors, officers, and any persons
filing a Schedule 13D or Schedule 13G are "affiliates" of the Company. The
characterization of such directors, officers, and other persons as affiliates
is for purposes of this computation only and should not be construed as a
determination or admission for any other purpose that any of such persons are,
in fact, affiliates of the Company.

DOCUMENTS INCORPORATED BY REFERENCE

1. Portions of Universal Foods Corporation Annual Report to Shareholders
for the fiscal year ended September 30, 1998 (Parts I, II and IV of Form 10-K)

2. Portions of Universal Foods Corporation Notice of Annual Meeting and
Proxy Statement of the Company dated December 15, 1998 (Parts II and III of
Form 10-K)

PART I

ITEM 1. BUSINESS -- FOOD AND OTHER INDUSTRIES

Universal Foods Corporation (the "Company") was incorporated in 1882 in
Wisconsin. Its principal executive offices are located at 433 East Michigan
Street, Milwaukee, Wisconsin 53202, telephone (414) 271-6755.

DESCRIPTION OF BUSINESS

Universal Foods Corporation is an industrial marketer of
high-performance components that add functionality to foods, cosmetics,
pharmaceuticals and other products. The Company's principal products include:

- -- flavors, flavor enhancers, and aroma chemicals for foods, beverages,
dairy/ice cream products, animal feed, personal care and household
items;

- -- certified synthetic and natural colors for foods, cosmetics, specialty
inks and pharmaceuticals;

- -- dehydrated vegetable products sold primarily to food processors; and

- -- a broad line of yeast products for commercial baking and other uses.

The Company has organized its business into five divisions: Flavor,
Color, Dehydrated Products, Red Star Yeast & Products, and Asia Pacific.

FLAVOR DIVISION

The Company is a leading manufacturer and supplier of flavors,
ingredient systems and aroma chemicals to the dairy, food processing, beverage,
personal care and household products industries worldwide. The Company has a
broad, distinctive and fully integrated product offering, ranging from savory
flavor components to fully formulated flavor systems for dairy, beverage, and
processed food applications.

During 1998 the Company combined its bioproducts business (which was
formerly operated as a separate division known as Red Star BioProducts) with its
Flavor Division. The bioproducts business served the food and animal feed
processing, as well as the bionutrient industries with a broad line of natural
extracts and specialty flavors. The Company produces various specialty extracts
from yeast, vegetable proteins, meat, milk protein and other natural products
which are used primarily as savory flavor, texture modifiers and enhancers in
processed foods. The nutritional and functional properties of these extracts
also make them useful in enzyme and pharmaceutical production. The Company
believes it is the leading supplier of yeast extracts and the second leading
supplier of hydrolized vegetable proteins in the U.S. market.

Strategic acquisitions have expanded Universal Flavors' product lines
and processing capabilities. The January 1994 acquisition of Destillaciones
Garcia de la Fuente, S.A. (DGF), based in Granada, Spain, provided a depth of
expertise for expanding into aroma chemicals, which are used to create flavors
as well as fragrances. In July 1994, Universal Flavors, through its
international subsidiary, purchased its partner's 51% interest in Azteca en
Ambesco de Mexico S.A. de C.V. This purchase brought beverages and dairy flavor
product lines to the Company's existing Mexican flavor business. In January
1998, the Company acquired Arancia Ingredients Especiales, S.A. de C.V., a
manufacturer of savory flavors and

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other food ingredients, improving access to the rapidly growing Latin American
savory flavor market. In April 1998, the Company acquired an English savory
and seasonings flavor manufacturer, DC Flavours Ltd., which further expanded
the Company's technology and worldwide market presence and also gives the
Company access to the snack food market, the fastest growing segment in
Europe's food market. In May 1998, the acquisition of substantially all of the
assets and business of the beverage business of German flavor manufacturer
Sundi GmbH, with its emphasis on all-natural flavor ingredients, provided the
Company with a point of entry into Germany, Europe's largest flavor market.

The Flavor Division operates through the Company's subsidiary,
Universal Flavor Corporation and its subsidiaries, with plants in Illinois,
Indiana, Michigan, Missouri, Wisconsin, Belgium, Canada, France, Germany, Italy,
Mexico, Spain, and the United Kingdom.

COLOR DIVISION

The Company believes it is the world's leading manufacturer of
certified food colors. It makes certified synthetic and natural colors for
domestic and international producers of beverages, bakery products, processed
foods, confections, pet foods, cosmetics and pharmaceuticals. It also makes
ink-jet inks and other high-purity organic dyes. The Color Division operates
through the Company's subsidiary, Warner-Jenkinson Company Inc., which has its
principal manufacturing facility in Missouri and other subsidiaries with plants
in New Jersey, Canada, Mexico, Italy, the United Kingdom, and the Netherlands.

The Company became a supplier of ink-jet inks for the ink-jet printer
market with the acquisition of Tricon Colors, Inc. in 1997. It produces
pharmaceutical colors, ink-jet inks and other high-purity organic dyes in the
Tricon plant, which is located in New Jersey. In September 1997, the Company
strengthened its presence in Latin America by acquiring certain assets of the
food color business of Pyosa, S.A. de C.V., which is located in Monterrey,
Mexico. In September 1998, the Company acquired Italian natural color producer
Reggiana Antociani S.R.L., a company which specializes in the production of
anthocyanin, which is extracted from grape skins for use in fruit juices,
flavored teas, wine coolers and fruit fillings, strengthening the Company's
offerings in natural colors, the fastest growing segment of the worldwide food
colors market.

DEHYDRATED PRODUCTS DIVISION

The Company believes it is the third largest producer of dehydrated
onion and garlic products in the United States. The Company is also one of the
largest producers and distributors of chili powder, paprika, chili pepper,
oleoresin (a liquid chili pepper used as a highly concentrated coloring agent),
and dehydrated vegetables such as parsley, celery and spinach. Domestically, the
Company sells dehydrated products to food manufacturers for use as ingredients
and also for repackaging under private labels for sale to the retail market and
to the food service industry. The Dehydrated Products Division operates in the
United States through the Company's subsidiary, Rogers Foods Inc., which has
its processing facilities in California.

The Company believes it is the leading dehydrator of specialty
vegetables in Europe. During 1994 and 1995, the Company acquired three European
dehydrated vegetable processors. The acquisitions give the Company a base from
which to expand its dehydrated products business internationally, as the
acquisitions included processing facilities in Ireland, the Netherlands, and
France. These acquisitions also expanded the Company's dehydrated technology
base to include freeze drying and frozen vegetables, puffed drying and vacuum
drying. Vegetables processed using these technologies rehydrate faster and
absorb water more effectively than vegetables processed using straight heat
drying methods. This is a benefit with today's convenience foods such as soups,
snacks and other dry foods.

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RED STAR YEAST & PRODUCTS DIVISION

The Company believes it is the largest North American supplier of yeast
to the commercial bakery market. It also exports yeast and related products
throughout the world. The Company specializes in the production of baker's yeast
in cream (liquid), compressed (semi-solid), and active dry form, as well as
nutritional yeast and yeast used in the wine-making process, which are all sold
under the RED STAR trademark. The Company sells active dry yeast to food
processors for inclusion in bread, pizza, and similar mixes.

The Company also manufactures compressed, active dry and fast-acting
dry yeast products in ready-to-use packages which are sold on grocery store
shelves and in convenient packages for food service use. The Company believes it
is the second largest supplier of yeast to the domestic retail market. In 1994,
the Company purchased a 20% interest in and entered into an agreement with
Minn-Dak Yeast Company, located in North Dakota, for contract
manufacturing under the Red Star label and to supply molasses, a major raw
material in yeast production.

Red Star Yeast & Product's domestic yeast plants are located in
Wisconsin, Maryland and California.

ASIA PACIFIC DIVISION

In 1997, the Company established the Asia Pacific Division as a
separate operating Division to focus on marketing its diverse product line in
the Pacific Rim under one unified name. Through the Asia Pacific Division, the
Company offers a full range of products from its other four divisions as well as
products developed by regional technical teams to appeal to local preferences.
Sales, marketing and technical functions previously directed by U.S. based
divisions are managed through the Asia Pacific Division's headquarters in
Singapore. Manufacturing operations are located in Australia, Hong Kong, New
Zealand, and the Philippines.

RESEARCH AND DEVELOPMENT/QUALITY ASSURANCE

The development of specialized products and services is a complex,
technical process calling upon the combined knowledge and talents of the
Company's research, development and quality assurance personnel. The Company
believes that its competitive advantage lies in its ability to work with its
customers to develop and deliver high-performance products which address the
broad, but unique and distinct, needs of those customers.

The Company's research, development and quality assurance personnel
make significant contributions toward improving existing products and developing
new products tailored to its customer's needs, while providing on-going
technical support and know-how to the Company's manufacturing activities. The
Company employs approximately 390 people in research, development and quality
assurance. Expenditures for research, development and quality assurance in 1998
were $29.4 million compared with $31.5 million in 1997 and $29.8 million in
1996. Of the foregoing amounts, approximately $18.7 million in 1998, $19.7
million in 1997 and $21.4 million in 1996 were research and development expenses
as defined by the Financial Accounting Standards Board.

As part of its commitment to quality as a competitive advantage, the
Company has undertaken efforts to achieve certification to the requirements
established by the International Organization for Standardization in Geneva,
Switzerland, through its ISO 9000 series of quality standards. Facilities
currently certified include Universal Flavors facilities in the United States,
Spain, Italy, the United Kingdom and Canada; Warner-Jenkinson facilities in the
United States, the Netherlands and United Kingdom; and Dehydrated Products
facilities in the United States, Ireland, France and the Netherlands.

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COMPETITION

All Company products are sold in highly competitive markets. While no
single factor is determinative, the Company's competitive position is based
principally on process and applications expertise, quality, technological
advances resulting from its research and development, and customer service and
support. Because of its highly differentiated products, the Company competes
with only a few companies across multiple ingredient lines, and is more likely
to encounter competition specific to an individual product.

-- Flavor. With the evolution of food processing as a global business,
competition to supply the flavor and fragrance industry has taken on an
increasingly global nature. Most of the Company's customers do not buy
all their flavor or fragrance products from a single supplier. As a
result, the Company does not compete with a single company in all
product categories.

-- Color. Although statistics are not available, the Company believes that
it is one of the world's largest producers of synthetic and natural
colors. State-of-the-art equipment, the latest process technology, a
Color Service Laboratory unequaled in the industry, and the most
complete range of synthetic and natural colors constitute the basis for
its market leadership position. Strategic acquisitions continue to
enhance product and process technology synergies, as well as a growing
international presence.

-- Dehydrated. Competition for dehydrated onion, garlic, capsicums,
carrots and parsley products, the main products of the Dehydrated
Products Division, is limited to three main competitors. Competition
for other dehydrated business is limited to single, as opposed to
multiple, product lines. State-of-the-art dehydration technology,
extensive plant breeding and seed development programs, and
comprehensive crop management techniques produce consistent,
top-quality dehydrated products which helps the Company maintain its
competitive position. Competition for dehydrated business is on the
basis of quality, customer service and price.

-- Yeast. The Company believes that it is the largest supplier of
commercial baker's yeast and the second largest supplier of retail
yeast in North America. In both the commercial and retail yeast areas,
the Company competes with several yeast producers. Competition for the
supply of yeast is on the basis of quality, customer service and price.

-- Asia Pacific. Because of the broad array of products available to
customers of the Asia Pacific Division, the Company is able to offer a
wider product base than many of its competitors. Competition is based
upon reliability in product quality, service and price as well as
technical support available to customers.

PRODUCTS AND APPLICATION ACTIVITIES

With the Company's strategic focus on high-performance ingredients and
ingredient systems, the Company's emphasis is in application activities and
processing improvements in the support of its customers' numerous new and
reformulated products. The Company maintains many of its proprietary processes
and formulae as trade secrets and under secrecy agreements with customers.

Lower calorie ingredients and non-nutritive sweeteners for dairy, food
and beverage applications are a focus of development activity for Universal
Flavors. Formulations for functional and textured beverages and flavors for
snack and main meal items offer opportunities as well. Development of savory
flavors has accelerated with the integration of the Company's BioProducts
Division in 1998.

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The development of natural food colors remains a growth opportunity for
the Color Division. With the 1997 acquisition of Tricon Colors, Inc., the Color
Division expanded its purification technology, with the primary opportunity in
colors for ink-jet printers.

European acquisitions in 1994 and 1995 expanded the Dehydrated Products
product line to include peas, carrots, beans, potatoes and other specialty
vegetables.

The Red Star Yeast & Products Division has been producing baker's yeast
for over 115 years, serving the commercial and consumer markets. The move to
cream yeast and the development of cream yeast delivery systems has
revolutionized the commercial baking industry, improving efficiencies and
increasing productivity. The development of yeast derivatives and other
specialty ingredients provide growth opportunities in bionutrients and
biotechnology markets such as pharmaceuticals, vitamins, vaccines and
bioremediation.

In addition, the discussion of operational activities in the "Business
Profile" on Pages 4 and 5 of the 1998 Annual Report to Shareholders is
incorporated by reference.

RAW MATERIALS

In producing its products, the Company uses a wide range of raw materials.
Chemicals and petrochemicals used to produce certified colors are obtained from
several domestic and foreign suppliers. Raw materials for natural colors, such
as carmine, beta carotene, annatto and turmeric, are purchased from overseas
and U.S. sources. In the production of flavors, the principal raw materials
include essential oils, aroma chemicals, botanicals, fruits and juices, and are
obtained from local vendors. Flavor enhancers and secondary flavors are
produced from brewer's yeast, baker's yeast from the Company's own operations,
and vegetable materials such as corn and soybean. The acquisition of the Biolux
Group in 1994 provides long-term supply arrangements on supplies of brewer's
yeast for European production needs. Chili peppers, onion, garlic and other
vegetables are acquired under annual contracts with numerous growers in the
western United States and Europe.

The principal raw material used in the production of yeast products is
molasses, which is purchased through brokers and producers, usually under yearly
fixed-price contracts. Processes have been developed to permit partial
replacement of molasses with alternate, readily-available substrates for use if
molasses supplies should become limited. In 1994, the Company entered into a
supply agreement with Minn-Dak Yeast Company, a major North American
molasses supplier, to provide additional assurances of adequate supplies of
molasses.

The Company believes that alternate sources of materials are available
to enable it to maintain its competitive position in the event of an
interruption in the supply of raw materials from a single supplier.

FOREIGN OPERATIONS

Note 11 of the Consolidated Financial Statements of the Company
contained in the Universal Foods Corporation 1998 Annual Report is incorporated
herein by reference.

PATENTS, FORMULAE AND TRADEMARKS

The Company owns or controls many patents, formulae and trademarks
related to its businesses. The businesses are not materially dependent upon
patent or trademark protection; however, trademarks, patents and formulae are
important for the continued consistent growth of the Company.

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EMPLOYEES

As of September 30, 1998, the Company employed 4,196 persons in the
U.S. and worldwide. 579 U.S. employees are represented by one of the 12 unions
with which the Company has collective bargaining relationships.

REGULATION

Compliance with government provisions regulating the discharge of
material into the environment, or otherwise relating to the protection of the
environment, did not have a material adverse effect on the Company's operations
for the year covered by this report. Compliance is not expected to have a
material adverse effect in the succeeding two years as well. As is true with the
food industry in general, the production, packaging, labeling and distribution
of the products of the Company are subject to the regulations of various
federal, state and local governmental agencies, in particular the U.S. Food &
Drug Administration.

ITEM 2. PROPERTIES

Domestically, the Company operated 16 manufacturing and processing
plants in eight states as of September 30, 1998. Three plants produced yeast,
two facilities produced flavor enhancers and other bioproducts, three produced
dehydrated products, five plants produced colors and related products, and three
plants produced flavors. None of these properties are held subject to any
material encumbrances. At September 30, 1998, the Company operated 27 foreign
manufacturing facilities located in 14 foreign countries. Of these facilities,
four produced flavor enhancers and other bioproducts, three manufactured
dehydrated and frozen vegetables, five produced colors, 14 produced or
distributed flavors and aroma chemicals, and one produced both
flavors and colors. In addition, the Company has minority interests
in seven companies located in the U.S. and five foreign countries.

ITEM 3. LEGAL PROCEEDINGS

The Company is a party to various legal proceedings related to its
business. The Company believes that adverse decisions in these proceedings
would not, in the aggregate, subject the Company to damages of a material
amount.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security holders during
the last quarter of fiscal 1998.

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ITEM 4(a). EXECUTIVE OFFICERS OF THE REGISTRANT

The executive officers of the registrant and their ages as of December
1, 1998 are as follows:

EXECUTIVE OFFICERS

Name Age Position
---- --- --------
Kenneth P. Manning 56 Chairman, President and Chief Executive Officer
Richard Carney 48 Vice President - Human Resources
Steven O. Cordier 42 Treasurer
Michael duBois 52 President - Flavor
Michael Fung 48 Vice President and Chief Financial Officer
John L. Hammond 52 Vice President, Secretary and General Counsel
Michael L. Hennen 45 Controller
Richard F. Hobbs 51 Vice President - Administration
R. Steven Martin 42 Vice President and Group Executive
James F. Palo 58 President - Dehydrated Products
Jorge Slater 51 President - Asia Pacific
K.T. Thomas Tchang 47 President - Red Star Yeast & Products
William Tesch 48 Vice President; Vice President - Operations,
Red Star Yeast & Products
Michael A. Wick 55 President - Color
Dr. Ho-Seung Yang 50 Vice President - Technologies

Messrs. Cordier, duBois, Fung, Hammond, Hennen, Martin, Slater, Tchang,
Tesch and Yang have been employed by the Company in an executive capacity for
less than five years. All of the other individuals named above have been
employed by the Company for at least five years.

Mr. Cordier joined the Company in October 1995 as Treasurer. From 1990
until joining the Company he was Director of Financial Planning at International
Flavors and Fragrances, Inc.

Mr. duBois joined the Company in May 1998 as President of the Flavor
Division. From 1994 until joining Universal Foods, Mr. duBois was employed by
Bush Boake Allen, Inc., a food technology company, first as Vice President Sales
and Marketing, Flavors North America, and, beginning in 1996 as Vice President
and General Manager, Seasonings Division. From 1992 to 1994 he served as Vice
President - Sales and Marketing, Flavor and Fruit Division for Sanofi
Bio-Industries, a flavor company. Prior to joining Sanofi Bio-Industries, Mr.
duBois held several positions with Firmenich, Incorporated, a fragrance and
flavor company.

Mr. Fung joined the Company in June 1995 as Vice President and Chief
Financial Officer. From 1992 to 1995 he served as Senior Vice President and
Chief Financial Officer for Vanstar Corporation, a leading provider of products
and services to design, build and manage computer network infrastructures
for large enterprises. From 1988 to 1992, Mr. Fung was Vice President and Chief
Financial Officer of Bass Pro Shops and Tracker Marine Corporation,
privately-held companies operated under common ownership involved in the
manufacture and marketing of outdoor sporting goods.

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Mr. Hammond joined the Company in January 1998, as Vice President,
Secretary and General Counsel. From 1992 to 1997, Mr. Hammond was employed by
The Providence Journal Company, a newspaper, cable and broadcast television
company, initially as Vice President-Legal, and subsequently as Vice President,
General Counsel and Chief Administrative Officer. From 1989 to 1992, Mr. Hammond
was Vice President, General Counsel and Secretary of Landstar System, Inc., a
trucking company. Prior to that, Mr. Hammond was employed by The Singer Company
for ten years and was Deputy General Counsel at the time of his departure.

Mr. Hennen joined the Company in January 1995 as Controller. From 1985
until joining the Company he was a Senior Manager at Deloitte & Touche LLP, a
public accounting firm providing audit and tax services to the Company as its
outside auditor.

Mr. Martin was elected Vice President and Group Executive in June 1997.
He joined the Company as Vice President - Marketing of its Red Star Yeast &
Products Division in 1993. In June 1995, Mr. Martin was elected President - Red
Star Yeast & Products Division. Prior to joining the Company, Mr. Martin was
with the Monsanto Company, now operating as Solutia, a chemical company, since
1978 in various management positions.

Mr. Slater was elected President - Asia Pacific Division in April
1998. Mr. Slater was hired by the Company in August of 1996 and served as Vice
President and Managing Director of the Asia Pacific Division prior to being
elected its President. From 1994 to 1996, Mr. Slater worked at McCormick &
Company, Inc., a spice and seasonings company, as Vice President and Managing
Director Asia Pacific. Prior to joining McCormick & Company, Inc., Mr. Slater
worked for Dole Packaged Foods Company and, prior to that, for International
Flavors and Fragrances, Inc.

Mr. Tchang was elected President - Red Star Yeast & Products Division
in September 1997. He joined the Company in 1995 as Vice President, Sales and
Marketing for the Company's BioProducts Division. Prior to joining the Company,
he was Marketing Director of Huntsman Specialty Chemicals Corp., a chemical
company, which purchased the Maleic Anhydride business of the specialty
chemicals division of the Monsanto Company. Prior to such purchase, Mr. Tchang
was employed by the Monsanto Company for 20 years in various manufacturing, and
later sales and marketing positions.

Mr. Tesch joined the Company in 1971, becoming Plant Manager of the Red
Star BioProducts Division in 1989. From 1993 to 1994, he was Director, Training
and Development of The Universal Way. From 1994 to 1996, he served as Vice
President, Manufacturing Operations of the Red Star BioProducts Division, and in
April 1996, Mr. Tesch was elected President of the Red Star BioProducts
Division, a position he held until the completion of the consolidation of the
Flavor and BioProducts Divisions in January 1998. From January 1998 until
July 1998, Mr. Tesch was the Vice President of Corporate Engineering. Mr. Tesch
is currently a corporate Vice President, and the Vice President of Operations
for Red Star Yeast & Products.

Dr. Yang was elected Vice President, Technologies in January 1998.
From 1990 to 1998, Dr. Yang was employed by Sunkyong Industries in Seoul, Korea,
where he held the positions of managing director of corporate planning and
development; managing director, group chairman's office and director, life
science and development.

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PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS

The only market in which the common stock of the Company is traded
is the New York Stock Exchange. The range of the high and low sales prices as
quoted in the New York Stock Exchange - Composite Transaction tape for the
common stock of the Company and the amount of dividends declared for fiscal
1998 appearing under "Common Stock prices and dividends" on Page 32 of the
1998 Annual Report to Shareholders are incorporated by reference. Common
stock dividends were paid on a quarterly basis, and it is expected that
quarterly dividends will continue to be paid in the future. In addition to the
restrictions contained in its Amended and Restated Articles of Incorporation,
the Company is subject to restrictions on the amount of dividends which may be
paid on its common stock under the provisions of various credit agreements. On
the basis of the consolidated financial statements of the Company as of
September 30, 1998, $34,654,000 is available for the payment of dividends on
the common stock of the Company under the most restrictive loan covenants.

On January 27, 1994 the Board of Directors established a share
repurchase program which authorizes the Company to repurchase up to 5 million
shares (on a post-split basis). As of September 30, 1998, 3,061,096 shares had
been repurchased under that program.

On June 25, 1998, the Board of Directors of the Company adopted a
preferred stock shareholder rights plan which is described at Note 7 of Notes to
Consolidated Financial Statements - "Shareholders' Equity" on Pages 25 and 26 of
the 1998 Annual Report to Shareholders and which is incorporated by reference.

The number of shareholders of record on December 4, 1998 was 5,289.

ITEM 6. SELECTED FINANCIAL DATA

The selected financial data required by this item is incorporated by
reference from the "Five-Year Review" and the notes thereto on Page 31 of the
1998 Annual Report to Shareholders.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION

"Management's Analysis of Operations and Financial Condition" is
incorporated by reference from Pages 13 through 17 of the 1998 Annual Report to
Shareholders.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information required by this item is set forth under "Market Risk
Factors" on Pages 14 and 15 of the 1998 Annual Report to Shareholders and is
incorporated by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements and supplementary data required by this item
are set forth on Pages 18 through 30 and Page 32 of the 1998 Annual Report to
Shareholders and are incorporated by reference.

ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

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PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information regarding directors and officers appearing under "Election
of Directors" (ending before "Committees of the Board of Directors") and "Other
Matters" on Pages 2 through 7 and Page 28, respectively, of the
Notice of Annual Meeting and Proxy Statement of the Company dated December 15,
1998, is incorporated by reference.

ITEM 11. EXECUTIVE COMPENSATION

Information relating to compensation of directors and officers is
incorporated by reference from "Director Compensation and Benefits,"
"Compensation and Development Committee Report" and "Executive Compensation" on
Page 8 and Pages 10 through 16 of the Notice of Annual Meeting and Proxy
Statement of the Company dated December 15, 1998.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The discussion of securities ownership of certain beneficial owners and
management appearing under "Principal Shareholders" on Pages 9 and 10 of the
Notice of Annual Meeting and Proxy Statement of the Company dated December 15,
1998, is incorporated by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There are no family relationships between any of the directors,
nominees for director and officers of the Company nor any arrangement or
understanding between any director or officer or any other person pursuant to
which any of the nominees has been nominated. No director, nominee for director
or officer had any material interest, direct or indirect, in any business
transaction of the Company or any subsidiary during the period October 1, 1997
through September 30, 1998, or in any such proposed transaction. In the ordinary
course of business, the Company engages in business transactions with companies
whose officers or directors are also directors of the Company. These
transactions are routine in nature and are conducted on an arm's-length basis.
The terms of any such transactions are comparable at all times to those
obtainable in business transactions with unrelated persons.

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PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) Documents filed:

1. and 2. Financial Statements and Financial Statement Schedule.
(See following "List of Financial Statements and
Financial Statement Schedules.")

3. Exhibits. (See Exhibit Index following this report.)
(Other than Exhibit 10.1(a), no instruments defining
the rights of holders of long-term debt of the Company
and its consolidated subsidiaries are filed herewith
because no long-term debt instrument authorizes
securities exceeding 10% of the total consolidated
assets of the Company. The Company agrees to furnish
a copy of any such instrument to the Securities and
Exchange Commission upon request.)

(b) Reports on Form 8-K:

A report on Form 8-K, dated June 25, 1998, was filed on August 6, 1998
in connection with the adoption of the Share Purchase Rights Plan.

A report on Form 8-K, dated September 10, 1998, was filed on October
6, 1998 in connection with Amendment No. 1 to the Universal Foods Corporation
1998 Stock Option Plan.

LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

Page Reference in
1998 Annual Report
1. Financial Statements To Shareholders
---------------------

The following consolidated financial statements
of Universal Foods Corporation and Subsidiaries
are incorporated by reference from the Annual
Report to Shareholders for the year ended
September 30, 1998.

Independent Auditors' Report 30

Consolidated Balance Sheets -- September 30,
1998 and 1997 19

Consolidated Earnings -- Years ended September 30,
1998, 1997, and 1996 18

Consolidated Shareholders' Equity -- Years ended
September 30, 1998, 1997 and 1996 20

Consolidated Cash Flows -- Years ended September 30,
1998, 1997 and 1996 21

Notes to Consolidated Financial Statements 22-29

13
14

PAGE REFERENCE IN
2. FINANCIAL STATEMENT SCHEDULES FORM 10-K
- -------------------------------- -----------------

Independent Auditors' Report 14

Schedule II - Valuation and Qualifying Accounts and Reserves 15

All other schedules are omitted because they are inapplicable, not required by
the instructions or the information is included in the consolidated financial
statements or notes thereto.

INDEPENDENT AUDITORS' REPORT

To the Shareholders and Directors
of Universal Foods Corporation:

We have audited the consolidated financial statements of Universal Foods
Corporation and subsidiaries as of September 30, 1998 and 1997 and for each of
the three years in the period ended September 30, 1998, and have issued our
report thereon dated November 12, 1998. Such consolidated financial statements
and report are included in your 1998 Annual Report to Shareholders and are
incorporated herein by reference. Our audits also included the consolidated
financial statement schedule of Universal Foods Corporation, listed in Item 14.
This consolidated financial statement schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion based on our
audits. In our opinion, such consolidated financial statement schedule, when
considered in relation to the basic consolidated financial statements taken as a
whole, presents fairly in all material respects the information set forth
therein.

/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Milwaukee, Wisconsin
November 12, 1998

SCHEDULE II

UNIVERSAL FOODS CORPORATION AND SUBSIDIARIES

SCHEDULE II - VALUATION AND QUALIFYING

ACCOUNTS AND RESERVES

(IN THOUSANDS)

YEARS ENDED SEPTEMBER 30, 1998, 1997, AND 1996

Additions
Valuation Accounts Charged
Deducted in the Balance Balance At To Costs Balance
Sheet From The Assets To Beginning And At End Of
Which They Apply Of Period Expenses Deductions(A) Period
- ------------------------ ---------- --------- ------------- ---------

1996
Allowance for losses:
Trade accounts
receivable $3,768 $ 349 $ 608 $3,509
====== ====== ====== ======

1997
Allowance for losses:
Trade accounts
receivable $3,509 $ 572 $ 47 $4,034
====== ====== ====== ======

1998
Allowance for losses:
Trade accounts
receivable $4,034 $1,245 $ 731 $4,548
====== ====== ====== ======

(A) Accounts written off, less recoveries.

15
16

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

UNIVERSAL FOODS CORPORATION

By: /s/ John L. Hammond
------------------------------
John L. Hammond, Vice President
Secretary & General Counsel

Dated: December 28, 1998

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below as of December 28, 1998, by the following persons
on behalf of the Registrant and in the capacities indicated.

/s/ Kenneth P. Manning Chairman of the Board, President and
- -------------------------------- Chief Executive Officer
Kenneth P. Manning

/s/ Michael Fung Vice President and Chief Financial
- -------------------------------- Officer
Michael Fung

/s/ Michael L. Hennen Corporate Controller
- --------------------------------
Michael L. Hennen

/s/ Michael E. Batten Director
- --------------------------------
Michael E. Batten

/s/ John F. Bergstrom Director
- --------------------------------
John F. Bergstrom

/s/ Dr. Fergus M. Clydesdale Director
- --------------------------------
Dr. Fergus M. Clydesdale

/s/ James A.D. Croft Director
- --------------------------------
James A.D. Croft

/s/ James L. Forbes Director
- --------------------------------
James L. Forbes

/s/ Dr. Carol I. Waslien Ghazaii Director
- --------------------------------
Dr. Carol I. Waslien Ghazaii

/s/ William V. Hickey Director
- --------------------------------
William V. Hickey

/s/ Leon T. Kendall Director
- --------------------------------
Leon T. Kendall

/s/ James H. Keyes Director
- --------------------------------
James H. Keyes

/s/ Essie Whitelaw Director
- --------------------------------
Essie Whitelaw

S-2

UNIVERSAL FOODS CORPORATION
EXHIBIT INDEX
1998 ANNUAL REPORT ON FORM 10-K

The Company will furnish a copy of any exhibit described below upon
request and upon reimbursement to the Company of its reasonable expenses of
furnishing such exhibit, which shall be limited to a photocopying charge of
$0.25 per page and, if mailed to the requesting party, the cost of first-class
postage.

Incorporated by Filed
Exhibit Number Description Reference From Herewith
- -------------- ------------------------------------ ----------------------------------------- --------

3.1 Universal Foods Corporation Amended X
and Restated Articles of
Incorporation, adopted November 12,
1998

3.2 Universal Foods Corporation Restated Exhibit 3.2 to Annual Report on Form 10-K
Bylaws for the fiscal year ended September 30,
1995 (Commission File No. 1-7626)

4.1 Rights Agreement, dated as of August Exhibit 1.1 to Registration Statement on
6, 1998, between Registrant and Form 8-A dated July 20, 1998 (Commission
Firstar Trust Company File No. 1-7626)

10.1 Material Contracts

10.1(a) Indenture between Registrant and Exhibit 4.1 to Registration Statement on
the First National Bank of Chicago, Form S-3 dated November 9, 1998 (Commission
as Trustee File 333-67015)

10.2 Management Contracts or
Compensatory Plans

10.2(a) Employment and Severance Agreement X
between Registrant and Kenneth P.
Manning dated November 5, 1987

10.2(b) Amendment dated May 10, 1988 to X
Employment and Severance Agreement
between Registrant and Kenneth P.
Manning

Exhibit Index -- 1
19
UNIVERSAL FOODS CORPORATION
EXHIBIT INDEX
1998 ANNUAL REPORT ON FORM 10-K

Incorporated by Filed
Exhibit Number Description Reference From Herewith
- -------------- ------------------------------------ ----------------------------------------- --------

10.2(c) 1985 Stock Plan for Executive X
Employees

10.2(d) Universal Foods Corporation 1990 X
Employee Stock Plan, as amended
September 10, 1998

10.2(e) Amendment No. 1 dated September 10, X
1998 to Universal Foods Corporation
1990 Employee Stock Plan

10.2(f) Universal Foods Corporation 1994 X
Employee Stock Plan, as amended
September 10, 1998

10.2(g) Amendment No. 1 dated September 10, X
1998 to Universal Foods Corporation
1994 Employee Stock Plan

10.2(h) Universal Foods Corporation 1998 X
Stock Option Plan, as amended
September 10, 1998

10.2(i) Amendment No. 1 dated September 10, Exhibit 99.1 to Current Report on Form 8-K
1998 to the Universal Foods dated October 6, 1998 (Commission File
Corporation 1998 Stock Option Plan No. 1-7626)

10.2(j) Director Stock Grant Plan, as amended X
November 14, 1991

10.2(k) Management Income Deferral Plan, X
including Amendment No. 1 thereto
dated September 10, 1998

10.2(l) Executive Income Deferral Plan, X
including Amendment No. 1 thereto
dated September 10, 1998

Exhibit Index -- 2
20
UNIVERSAL FOODS CORPORATION
EXHIBIT INDEX
1998 ANNUAL REPORT ON FORM 10-K

Exhibit Incorporated by Filed
Number Description Reference From Herewith
- ------- ------------------------------------ ------------------- ---------
10.2(m) Change of Control Employment and X
Severance Agreement between
Universal Foods Corporation and
Kenneth P. Manning dated September
10, 1998

10.2(n) Form of Amended and Restated X
Change of Control Employment
and Severance Agreement for
Executive Officers

10.2(o) Amended and Restated Trust Agreement X
dated September 10, 1998 between the
Registrant and Firstar Bank, Milwaukee,
N.A. ("Rabbi Trust A")

10.2(p) Trust Agreement, including Changes X
upon Appointment of Successor
Trustee dated as of February 1, 1998
between the Registrant and Firstar
Bank, Milwaukee, N.A.("Rabbi Trust
B")

10.2(q) Trust Agreement, including Changes X
upon Appointment of Successor
Trustee dated as of February 1, 1998
between the Registrant and Firstar
Bank, Milwaukee, N.A. ("Rabbi Trust
C")

10.2(r) Management Incentive Plan for X
Elected Corporate Officers

10.2(s) Management Incentive Plan for X
Division Presidents

10.2(t) Management Incentive Plan for X
Corporate Management

10.2(u) Management Incentive Plan for
Division Management X

Exhibit Index -- 3

21
UNIVERSAL FOODS CORPORATION
EXHIBIT INDEX
1998 ANNUAL REPORT ON FORM 10-K

Exhibit Incorporated by Filed
Number Description Reference From Herewith
- ------- ------------------------------------ ------------------- ---------
10.2(v) Form of Agreement for Executive X
Officers (Supplemental
Executive Retirement Plan A),
including Amendment No. 1 thereto
dated September 10, 1998

10.2(w) Universal Foods Corporation X
Supplemental Benefit Plan,
including Amendment No. 1 thereto
dated September 10, 1998

10.2(x) Universal Foods Corporation X
Transition Retirement Plan,
including Amendment No. 1 thereto
dated September 10, 1998

13.1 Portions of Annual Report to X
Shareholders for the year ending
September 30, 1998 that are
incorporated by reference

21 Subsidiaries of the Registrant X

23 Consent of Deloitte & Touche LLP X

27 Financial Data Schedule X

99 Notice of Annual Meeting and Proxy Previously filed on
Statement dated December 15, 1998 Schedule 14A dated
December 15, 1998
(Commission File
No. 1-7626)

Except to the extent
incorporated by
reference, the Proxy
Statement shall not be
deemed to be filed with
the Securities and
Exchange Commission as
part of this Annual
Report on Form 10-K

Exhibit Index -- 4