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                                   FORM 8-K/A
                                        
                       SECURITIES AND EXCHANGE COMMISSION
                                        
                             Washington, D.C. 20549
                                        
                                 CURRENT REPORT
                                        
                       Pursuant to Section 13 or 15(d) of
                      The Securities Exchange Act of 1934
                                        
       Date of Report (Date of earliest event reported):December 2, 1998


                       CORN PRODUCTS INTERNATIONAL, INC.
                       ---------------------------------
             (Exact name of registrant as specified in its charter)
                                        

         Delaware                       1-13397                 22-3514823
(State or other jurisdiction          (Commission             (IRS Employer
    of incorporation)                 File Number)           Identification No.)


 6500 South Archer Avenue, Bedford Park, Illinois              60501-1933
 ------------------------------------------------              ----------     
     (Address of principal executive offices)                  (Zip Code)


Registrant's telephone number, including area code:  (708) 563-2400

                                 Not Applicable
       -----------------------------------------------------------------
         (Former name or former address, if changed since last report)








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     This Amendment No. 1 to the Registrant's Current Report on Form 8-K dated
December 2, 1998 (the "Form 8-K") is being filed for the purpose of including
Items 7 (a), (b) and (c) to such Current Report.

ITEM 7.    FINANCIAL STATEMENTS, PRO FORMA FINANCIAL 
           INFORMATION AND EXHIBITS.

      (a)          Financial Statements of Business Acquired:

           The following audited and unaudited consolidated financial statements
           of Arancia - CPC, S.A. de C.V. and Subsidiary (collectively
           "Arancia") are attached as Exhibit 99.1:

           1.   Report of Independent Accountants.

           2.   Consolidated Balance Sheets at September 30, 1998 unaudited 
                and December 31, 1997.

           3.   Consolidated Statements of Income for the nine months ended
                September 30, 1998 unaudited and the year ended December 31, 
                1997.

           4.   Consolidated Statement of Changes in Stockholders' Equity for
                the nine month ended September 30, 1998 (unaudited) and the 
                year ended December 31, 1997.

           5.   Consolidated Statements of Cash Flows for the nine months ended
                September 30, 1998 unaudited and the year ended December 31, 
                1997.

           6.   Notes to Consolidated Financial Statements.

      (b)          Pro Forma Financial Information

           The following unaudited pro forma financial statements are attached
           as Exhibit 99.2:

           1.   Introduction to Unaudited Pro Forma Financial Information

           2.   Unaudited Pro Forma Consolidated Balance Sheet at September 30,
                1998.

           3.   Unaudited Pro Forma Consolidated Statements of Income for the
                year ended December 31, 1997. 

           4.   Unaudited Pro Forma Consolidated Statements of Income for the
                nine months ended September 30, 1998.

           5.   Notes to the Unaudited Proforma Consolidated Statements.

      (c)          Exhibits








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           2.1  Transaction Agreement (incorporated by reference to Exhibit 1 to
                the Registrant's current Report on Form 8-K dated October 21,
                1998).

           2.2  Stockholder Agreement (incorporated by reference to Exhibit 2 to
                the Registrant's Current Report on Form 8-K dated October 21,
                1998).

           2.3  Option Agreement (incorporated by reference to Exhibit 3 to the
                Registrant's Current Report on Form 8-K dated October 21,1998).

          23.1  Consent of KPMG Cardenas Dosal, S.C..

          99.1  Consolidated Financial Statements of Arancia

          99.2  Unaudited Pro Forma Consolidated Financial Statements.








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                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereto duly authorized.

                                         CORN PRODUCTS INTERNATIONAL, INC.
                                         (Registrant)

Date:  February 15, 1998                 By: /s/ James W. Ripley
                                             -----------------------------
                                             James W. Ripley
                                             Chief Financial Officer
                                             (principal financial officer)








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                                 EXHIBITS INDEX

Exhibit Number        Description

2.1                   Transaction Agreement (incorporated by reference to
                      Exhibit 1 to the Registrant's current Report on Form 8-K
                      dated October 21, 1998).

2.2                   Stockholder Agreement (incorporated by reference to
                      Exhibit 2 to the Registrant's Current Report on Form 8-K
                      dated October 21, 1998).

2.3                   Option Agreement (incorporated by reference to Exhibit 3
                      to the Registrant's Current Report on Form 8-K dated
                      October 21,1998).

23.1                  Consent of KPMG Cardenas Dosal, S.C..

99.1                  Consolidated Financial Statements of Arancia

99.2                  Unaudited Pro Forma Consolidated Financial Statements.