EXHIBIT 10-a
 
                               January 24, 1997



FMC Corporation
200 East Randolph Drive
Chicago, Illinois 60601

Gentlemen:

          We have acted as special counsel to FMC Corporation, a Delaware
corporation ("FMC"), in connection with matters relating to the U.S.
Distribution Agreement, dated January 24, 1997, by and among FMC and the agents
named therein (the "Distribution Agreement"), pursuant to which FMC's Medium-
Term Notes, Series A, Due More than Nine Months from Date of Issuance (the
"Notes") are to be offered. The Notes are to be issued pursuant to the
provisions of an Indenture dated as of July 1, 1996 (the "Indenture") between
FMC and Harris Trust and Savings Bank, as Trustee (the "Trustee"). All
capitalized terms not defined herein shall have the meanings provided in the
Distribution Agreement.

          In connection with rendering this opinion, we have examined: (a) the
Registration Statement on Form S-3 (Registration No. 33-62415) filed by FMC with
the Securities and Exchange Commission (the "Commission") on September 7, 1995
(the "Registration Statement"), Amendment No. 1 to the Registration Statement
filed by FMC with the Commission on November 1, 1995 and Amendment No. 2 to the
Registration Statement filed by FMC with the Commission on November 17, 1995;
(b) the Indenture; and (c) the Distribution Agreement.

          Based upon the foregoing, we advise you that in our opinion, when the
terms of the Notes have been established by the Company in accordance with the
provisions of the Indenture, and when the Notes have been authenticated and
delivered by the Trustee, issued by FMC and delivered to and paid for by the
purchasers thereof, the Notes will constitute valid and binding obligations of
FMC, enforceable against FMC in accordance with their terms, subject, as to
enforcement, to bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting creditors' rights and to general equity
principles regardless of whether such enforceability is considered in a


FMC Corporation
January 24, 1997
Page 2


 
proceeding in equity or at law and will be entitled to the benefits of the
Indenture.

          The foregoing opinion is limited to laws of the United States and the
State of Illinois and the General Corporation Law of the State of Delaware, and
we express no opinion with respect to the laws of any other state or
jurisdiction.

          For purposes of this opinion, we have assumed the due authorization,
execution and delivery of the Indenture by the Trustee, the authenticity of all
documents submitted to us as originals and the conformity to the originals of
all documents submitted to us as copies and that the signatures on all documents
examined by us are genuine.

          We hereby consent to the incorporation by reference of this opinion to
the Registration Statement and to the use of our name in the Prospectus
Supplement relating to the Notes and constituting a part of the Registration
Statement. In giving this consent, we do not concede that we are experts within
the meaning of the Securities Act of 1933, as amended (the "Act"), or the rules
and regulations thereunder or that this consent is required by Section 7 of the
Act.

                                       Very truly yours,

                                       /s/ Winston & Strawn