UNITED STATES DISTRICT COURTNORTHERN DISTRICT OF ILLINOI S

DALE ANDERSON, Individually and On Behalf ofAll Others Similarly Situated, CIVIL ACTION NO.

Plaintiff,

V5 . CLASS ACTION COMPLAINT

CORN PRODUCTS INTERNATIONAL, INC .,SAMUEL SCOTT and CHERYL BEEBE ,

Defendants .JURY TRIAL DEMANDED

Plaintiff, Dale Anderson ("Plaintiff'), individually and on behalf of all other person s

similarly situated, by his undersigned attorneys, for his complaint against defendants, alleges the

following based upon personal knowledge as to himself and his own acts, and information and belie f

as to all other matters, based upon, inter alia, the investigation conducted by and through his

attorneys, which included, among other things, a review of the defendants' public documents ,

conference calls and announcements made by defendants, United States Securities and Exchang e

Commission ("SEC") filings, wire and press releases published by and regarding Corn Products

International, Inc . ("Corn Products" or the "Company") securities analysts' reports and advisorie s

about the Company, and information readily obtainable on the Internet . Plaintiff believes that

substantial evidentiary support will exist for the allegations set forth herein after a reasonabl e

opportunity for discovery .

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NATURE OF THE ACTIO N

This is a federal class action on behalf of purchasers of the publicly traded securities

of Corn Products between January 25, 2005, and April 4, 2005, (the "Class Period"), seeking t o

pursue remedies under the Securities Exchange Act of 1934 (the "Exchange Act") .

JURISDICTION AND VENU E

2 . The claims asse rted herein arise under and pursuant to Sections 10(b) and 20(a) of

the Exchange Act, (15 U.S.C. §§ 78j(b) and 78t(a)), and Rule 10b-5 promulgated thereunder (1 7

C.F.R. §240.10b-5) .

3. This Court has jurisdiction over the subject matter of this action pursuant to §27 of

the Exchange Act (15 U . S .C. §78aa) and 28 U.S.C. § 1331 .

4. Venue is proper in this Judicial Dis trict pursuant to §27 of the Exchange Act, 1 5

U.S .C . § 78aa and 28 U .S .C. § 1391(b) . Many of the acts and transactions alleged herein, including

the preparation and dissemination of materially false and misleading information, occurred i n

substantial part in this Judicial District . Additionally, the Company maintains a principal executive

office in this Judicial District .

5 . In connection with the acts, conduct and other wrongs alleged in this complaint ,

defendants, directly or indirectly, used the means and instrumentalities of interstate commerce ,

including but not limited to, the United States mails, interstate telephone communications and th e

facilities of the national securities exchange .

PARTIE S

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6. Plaintiff, Dale Anderson, as set forth in the accompanying certification, incorporated

by reference herein, purchased Corn Products securities at artificially inflated p rices during the Class

Period and has been damaged thereby.

7. Defendant Corn Products is a Delaware corporation with its principal place o f

business located at 5 Westbrook Corporate Center, Westchester, IL .

8 . Defendant Samuel Scott ("Scott") was, at all relevant times, the Company' s

Chairman, President and Chief Executive Officer .

9. Defendant Cheryl Beebe ("Beebe") was, at all relevant times , the Company's Chie f

Financial Officer and Vice President .

10 . Defendants Scott and Beebe are collectively referred to hereinafter as the "Individua l

Defendants ." During the Class Period, each of the Individual Defendants, as senior executiv e

officers and/or directors of Corn Products were privy to non-public information concerning it s

business, finances, products, markets and present and future business prospects via access to interna l

corporate documents, conversations and connections with other corporate officers and employees ,

attendance at management and Board of Directors meetings and committees thereof and via report s

and other information provided to them in connection therewith . Because of their possession of such

information, the Individual Defendants knew or recklessly disregarded the fact that adverse fact s

specified herein had not been disclosed to, and were being concealed from, the investing public .

11 . Because of the Individual Defendants' positions with the Company, they had access

to the adverse undisclosed information about the Company's business, operations, operational trends ,

financial statements, markets and present and future business prospects via access to interna l

corporate documents (including the Company's operating plans, budgets and forecasts and report s

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of actual operations compared thereto), conversations and connections with other corporate officer s

and employees, attendance at management and Board of Directors meetings and committees thereo f

and via reports and other information provided to them in connection therewith .

12 . It is appropriate to treat the Individual Defendants as a group for pleading purpose s

and to presume that the false, misleading and incomplete information conveyed in the Company' s

public filings, press releases and other publications as alleged herein are the collective actions of th e

narrowly defined group of defendants identified above . Each of the above officers of Corn Products ,

by virtue of their high-level positions with the Company, directly part icipated in the management

of the Company, was directly involved in the day- to-day operations of the Company at the highest

levels and was privy to confidential proprietary information concerning the Company and its

business, operations, growth, financial statements, and financial condition, as alleged herein . Said

defendants were involved in drafting, producing, reviewing and/or disseminating the false an d

misleading statements and information alleged herein, were aware, or recklessly disregarded, tha t

the false and misleading statements were being issued regarding the Company, and approved o r

ratified these statements , in violation of the federal securities laws.

13. As officers and controlling persons of a publicly-held company whose securities were ,

and are, registered with the SEC pursuant to the Exchange Act, and was traded on the New York

Sock Exchange ("NYSE") and governed by the provisions of the federal securities laws, th e

Individual Defendants each had a duty to disseminate promptly, accurate and truthful informatio n

with respect to the Company's financial condition and performance , growth, operations , financial

statements, business, markets, management, earnings and present and future business prospects, and

to correct any previously-issued statements that had become materially misleading or untrue, so that

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the market price of the Company's publicly-traded securities would be based upon truthful and

accurate information . The Individual Defendants' misrepresentations and omissions during the Clas s

Period violated these specific requirements and obligations .

14. The Individual Defendants participated in the drafting , preparation, and/or approval

of the various public and shareholder and investor reports and other communications complaine d

of herein and were aware of, or recklessly disregarded, the misstatements contained therein and

omissions therefrom, and were aware of their materially false and misleading nature . Because of

their Board membership and/or executive and managerial positions with Corn Products, each of th e

Individual Defendants had access to the adverse undisclosed information about Corn Product s

financial condition and performance as particularized herein and knew (or recklessly disregarded )

that these adverse facts rendered the positive representations made by or about Corn Products an d

its business issued or adopted by the Company materially false and misleading .

15 . The Individual Defendants, because of their positions of control and authority as

officers and/or directors of the Company, were able to and did control the content ofthe various SEC

filings, press releases and other public statements pertaining to the Company during the Class Period .

Each Individual Defendant was provided with copies of the documents alleged herein to be

misleading prior to or shortly after their issuance and/or had the ability and/or opportunity to prevent

their issuance or cause them to be corrected . Accordingly, each of the Individual Defendants i s

responsible for the accuracy of the public reports and releases detailed herein and is therefor e

primarily liable for the representations contained therein .

16. Each of the defendants is liable as a participant in a fraudulent scheme and course o f

business that operated as a fraud or deceit on purchasers of Corn Products securities by

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disseminating materially false and misleading statements and/or concealing material adverse facts .

The scheme : (1) deceived the investing public regarding Corn Products business, operations,

management and the intrinsic value of Corn Products secu rities; and (ii) caused Plaintiff and othe r

members of the Class to purchase Corn Products securities at artificially inflated prices .

PLAINTIFF'S CLASS ACTION ALLEGATIONS

17 . Plaintiff brings this action as a class action pursuant to Federal Rule of Civi l

Procedure 23(a) and (b)(3) on behalf of a Class, consisting of all those who purchased the secu ri ties

of Com Products between January 25, 2005, and April 4, 2005, inclusive (the "Class Period") and

who were damaged thereby . Excluded from the Class are defendants, the officers and directors o f

the Company, at all relevant times, members of their immediate families and their legal repre-

sentatives , heirs, successors or assigns and any entity in which defendants have or had a controllin g

interest .

18. The members of the Class are so numerous that joinder of all members is imprac-

ticable . Throughout the Class Period, Corn Products' s securities were actively traded on the NYSE .

While the exact number of Class members is unknown to Plaintiff at this time and can only be

ascertained through appropriate discovery, Plaintiff believes that there are hundreds or thousands of

members in the proposed Class . Record owners and other members of the Class may be identified

from records maintained by Corn Products or its transfer agent and maybe notified of the pendenc y

of this action by mail, using the form of notice similar to that customarily used in securities clas s

actions.

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19. Plaintiff s claims are typical of the claims of the members of the Class as all members

of the Class are similarly affected by defendants ' wrongful conduct in violation of federal law that

is complained of herein.

20. Plaintiff will fairly and adequately protect the interests of the members of the Class

and has retained counsel competent and experienced in class and securities litigation .

21 . Common questions of law and fact exist as to all members of the Class and

predominate over any questions solely affecting individual members of the Class . Among the

questions of law and fact common to the Class are :

(a) whether the federal securities laws were violated by defendants' acts as alleged

herein ;

(b) whether statements made by defendants to the investing public during the Clas s

Period misrepresented material facts about the business, operations and management of Corn

Products ; and

(c) to what extent the members of the Class have sustained damages and the prope r

measure of damages .

22. A class action is superior to all other available methods for the fair and efficient

adjudication of this controversy since joinder of all members i s impracticable. Furthermore, as the

damages suffered by individual Class members may be relatively small, the expense and burden o f

individual litigation make it impossible for members of the Class to individually redress the wrong s

done to them. There will be no difficulty in the management of this action as a class action .

SUBSTANTIVE ALLEGATIONS

Background

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23 . Corn Products manufactures and sells starches, liquid sweeteners and other

ingredients to food and industrial customers in over 60 industries around the world . The Company' s

sweetener products include high-fructose corn syrup, glucose corn syrups, high-maltose corn syrups ,

caramel color, dextrose, maltodextrins and glucose, and corn syrup solids Its starch-based product s

include both industrial and food-grade starches . These ingredients are derived primarily from the

processing of corn and other starch-based materials, such as tapioca .

Materially False And MisleadingStatements Issued During The Class Period

24. The Class Period commences on January 25, 2005 . At that time, Corn Products

issued a press release entitled "Corn Products International, Inc . Reports Fourth-Quarter Earnings :

Company Announces Record Full-Year 2004 Earnings, 18-Percent EPS Growth ." Therein, the

Company, in relevant part, stated :

For the quarter ended December 31, 2004, the Company reporteddiluted earnings per share of $0 .19, compared with diluted earningsper share of $0 .34 in the fourth quarter of 2003 . The fourth quarter2004 results include a previously announced restructuring charge of$21 million ($15 million after-tax, or $0 .20 per diluted share) relatingto the Company's manufacturing optimization initiative in Mexicoand South America, which consists of an $18 million write-off offixed assets and a $3 million charge for employee termination costs .

Diluted earn ings per share for the full year 2004 were $1 .25,including the fourth-quarter restructuring charge, up from $1 .06 in2003 .

"2004 was an excellent year for our Company, with record sales,operating income, net income and earnings per share," said SamScott, chairman, president and chief executive officer of ComProducts International. "Since there were a number of unusual itemsthat occurred during 2004, we thought it would be beneficial to sharehow we internally view this year's performance as compared to last

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year . We calculate that pre-split earnings per share, adjusted toexclude the impact of the restructuring charge, tax changes and othernon-recurring items, inc reased to $2 .60 , or $1 .30 after thetwo-for-one split. We have provided a reconciliation of thesecalculations to the Company's GAAP earnings per share in the tableentitled,'Analysis of Financial Results for the Year Ended December31, 2004 . "

"During 2004 we also continued to make progress toward our goal ofearning returns that meet and ultimately exceed our cost of capital . "

25 . Additionally, the Company' s press release contained the following earnings outlook:

Looking to 2005, Corn Products International expects to seecontinued improvement over its 2004 performance. It expects a goodyear in South America and better performance in Asia/Africa . InNorth America, it believes that the current business environment forHFCS sales to the beverage industry in Mexico is likely to continueand, therefore, 2005 results there should be significantly better than2004. The Company currently plans to quantify its guidance for 2005when it announces first-quarter results and US and Canadiancontracting is finalized .

"This year we will continue to focus our energies on implementingour pathway strategy, which is designed to increase profitabilitythrough business growth, reduce costs and gain operating efficienciesacross our global operations, while maintaining a strong balancesheet," said Scott . "We remain on target for achieving our long-termgrowth rates, and in 2005 we intend to continue enacting our strategicinitiatives in order to drive improved shareholder value . "

26. On February 22, 2005, Corn Products issued a press release entitled "Corn Products

International, Inc . Comments on 2005 US Contracting ." Therein, the Company, stated :

Corn Products International , Inc . (NYSE: CPO) today stated that ithas substantially completed contracting for its US business . TheCompany expects that its US sweetener prices will increase in thelow-single-digit range in 2005 .

We believe that the price increase will be sufficient to offset higherenergy costs in the US business . As a result, the Company expects it s

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US business to see improving operating margins in 2005 and to haveanother year of improvement on its return on capital.

The Company plans to comment further regarding its 2005 outlookwhen it reports first-quarter results .

27. The statements contained in IT 24-26 were materially false and misleading when

made because defendants failed to disclose or indicate the following: (1) that the Company was

experiencing manufacturing problems at some of its facilities, which resulted in increase d

manufacturing expenses ; (2) that the Company' s net corn costs were significantly higher due to the

Company's speculative hedging of Canadian corn ; and (3) that US sweetener price increase, contrar y

to the Company's representations, failed to offset higher energy costs ; and (4) that as a result of the

foregoing, defendants lacked any reasonable basis for their positive statements concerning th e

Company and its earnings and prospects .

The Truth Begins to Emerge

28 . On April 5, 2005, Corn Products issued a press release entitled "Corn Products

International, Inc . Comments on Difficult First Quarter ." Therein, the Company, in relevant part ,

stated :

Corn Products International, Inc . (NYSE: CPO) said today that itexpects first-quarter diluted earnings per share (EPS) to decline 35percent to 40 percent from the first quarter of 2004, due primarily toa combination of three factors that affected the US and Canadianportions of its North America region :

-- Net corn costs for the quarter were significantly higher thanlast year's first quarter, driven by lower co-product values and thetiming of corn purchases for contracted business .

-- Energy and freight costs were higher compared to the firstquarter of 2004 ; and

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-- Manufacturing expense problems during the quarter .

Commenting on first quarter results, Sam Scott, chairman, presidentand chief executive officer of Corn Products International, said : "Weare comparing US and Canadian first-quarter 2005 results to a verystrong first quarter of 2004, which included the lowest corn costs forall of last year . However, in addition to the expected increase in netcorn and energy costs, the unanticipated manufacturing and freightexpense issues contributed to results that were lower than ourexpectations . Mexico and our other two regions, South America andAsia/Africa, got off to a good start in 2005 . "

29. News of this shocked the market . Shares of Corn Products fell $4 .88 per share o r

18.87 percent, on April 5, 2005, to close at $20 .98 per share .

30. Additionally on April 5, 2005 , Prudential Equity Group LLC issued the following

analyst report discussing Corn Products' performance:

Guidance Suggested In The $0 .21-$0 .23 Per Share Range Versus AFirst Call Consensus Of $0.38 . The big question we have is howmuch of these March 2005 difficulties were known when CPO issueda February 22, 2005 press release stating that "its US sweetener p riceswill increase in the low-single-digit range in 2005" and "will besufficient to offset higher energy costs" and result in "improvingoperating margins in 2005" in the U.S. CPO was responding to aCAGNY announcement by competitor Archer Daniels Midland(ADM, $24 . 62, rated Neutral Weight) that its 2005 sweetener priceswere flat.

Exactly what happened over the last five weeks of the first quarter isunclear, except that energy costs kept rising that increased freight andproduction costs even more than anticipated in late February. Butthere also appears to have been some manufacturing problems inMarch in North America that meaningfully hurt productivity.Hopefully these manufacturing issues are one time in nature becauseCPO has not had many, if any, issues that we can remembe r

It also appears to us that CPO bought its corn too early . We believeCPO bought its corn in October and November before further dropswere seen. These drops also sent down the price ofby-product creditslike corn oil and gluten feed, but a lot of that drop should have been

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known in late February . Again, why brag about higher sweetenerprices when it has higher costs? Bottom line, CPO is expected to earnbetween $0.21 and $0.23 per share versus a First Call estimate of$0.38 and a year ago number of $0.35 .

Post Class Period Statements

31 . On April 19, 2005, Corn Products issued a press release entitled "Corn Product s

International, Inc . Reports First Quarter 2005 Earnings ." Therein, the Company, in relevant part ,

stated:

Corn Products International , Inc . (NYSE: CPO) today announced firstquarter 2005 results .

For the quarter ended March 31, 2005, the Company reported dilutedearnings per share of $0.22, as compared to diluted earnings per shareof $0.35 in the first quarter of 2004 .

The Company's results for the first quarter of 2005, compared withthe prior year period, were as follows :

-- Net sales were $567 million, up from $550 millio n-- Operating income was $35 million, down from $54 million-- Net income was $17 million, down from $26 million

Commenting on the quarter, Sam Scott, chairman, president and chiefexecutive officer, said, "As we indicated with the press release onApril 5, this was obviously a challenging quarter, and we are now ina position to provide detail about it . While the year-over-yearcomparison is a tough one, since the first quarter of 2004 was thesecond-strongest quarter of last year, I am optimistic that theremaining three quarters of this year will be back on track to deliveranother year of growth."

32. That same day, the Company held a conference call with investors and analysts to

discuss the Company's earnings announcement . During the conference call, Defendant Scott furthe r

revealed details about the adverse factors affecting the Company during the Class Period :

Christina McGlone - Deutsche Bank -- Analyst

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I guess, Sam, my first question would be, in terms of themanufacturing issues and the power problems, why weren't you ableto say a few weeks ago what the problem was? Even if you couldn'tquantify it?

Sam Scott- Corn Products International- Chairman, President, CE O

Christina, some of those problems continued throughout the quarter .A couple, in fact - one happened after the press release that we talkedabout . But we just felt that the time was not appropriate to sayspecifically what they were. We said they were manufacturing . Wedidn't want to go into specific detail at that time until we could havean opportunity to talk to them and clarify exactly what they were, asopposed to putting a press release out that would have been twoparagraphs on what the problems were . They were, as Dick said - hisquote was freak. They ended up being problems that were beyond ourcontrol, to some extent . We have made some changes in theorganization to make sure that they are within our control as best wecan. They were kind of a freeze ball (ph) thing that happened in twoof our plants and another problem that happened in a third .Unfortunately, they took us down, and when plants of our size godown in the winter, the cost of unfreezing and debottlenecking theproblems that exist are major. And we just did not - and this was along answer to your question -- but we just did not feel it appropriateto talk to them at that time as opposed to today .

Christine McCracken - FTN Midwest Securities -- Analys t

Fair enough. And then, just in terms of- I guess you're contractingin Canada for corn . Can you talk a little bit more - this is kind of thefirst time you've talked, I guess, more specifically about how you buycorn in Canada . Can you talk about the contracting period up there,and possibly more specifically about when contracts are set ?

Sam Scott - Corn Products International - Chairman, President, CE O

Yes, as Dick said, typically contracts in Canada start earlier than inthe U.S . and are generally finished before year-end. They are on anannual basis for the following year, but they are done early . We havehistorically started contracting as early as late July, early August inCanada, perhaps a few outreaches even before that time . But the bulk

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of the business is done late third quarter, early fourth . And as a result,our corn purchases are earlier than would be the U .S. corn purchaseson a normal basis . And as it turns out, this year, that impacted usnegatively . Last year, that impacted us positively, because obviouslycorn was lower at the time we contracted the 2004 pricing, and wentup. This year, it was high and we contracted for 2005 pricing and itwent down . So it is earlier, it is annual, and it - we tend to hedge aswe do it in the U.S. on our corn buying .

John McMillin - Prudential Equity Group - Analyst

Just as a general comment . When you hedge wrong, as you did thisyear in Canada , you tell us about it, but when you hedge right, youdon't tell us about it . And I think some kind of balance in yourdisclosurewouldbe appreciated, particularlygiven all the speculationthat was going on in your stock last year tied to Mexico and otherstuff. And this kind of just gets to this February 22 press release,where- I just don't understand what happened between the timing ofthat press release and , six weeks later, the timing of the early Aprilpress release . You sought to combat any negative sentiment in yourstock by stating that your U.S. margins would be up. And just if youcan give us more color in terms of the timing of the plant problemsand so forth . What happened after that press release, and why did youfeel so compelled to issue that press release?

Sam Scott - Corn Products International - Chairman, President, CE O

John, let me answer the first thing with respect to the hedge inCanada. The hedge in Canada was not a bad hedge . The hedge inCanada was hedged as we always hedge our products as we book thebusiness. So the timing is - and we've said to the street consistently- that if in fact we have fixed-price businesses, we hedge the businessat the time of the contract . That was done in Canada every year, andit was done again this year . So it was not a bad hedge. Unfortunately,the price of corn at the time of the hedge was higher than I would liketo have seen it and you would perhaps like to see it also . But it wasnot a bad hedge .

With respect to the February 22 press release, we have been askedcontinually by everyone, including you, as to what our prices havebeen and what we see in our marketplace with respect to high

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fructose. And we typically do not answer it until we are for the mostpart completed . At the point in time we went forward with it, one ofour competitors had put out an announcement as to where they were,and we felt obligated at that point in time to come out and saysomething about where our pricing was . Since that time, obviously,fuel charges have gone up substantially . We've gotten hit on thosethings. And the reason for the press release in early April wasprimarily to reflect the problems that we'd had in our operations,some of which had happened prior to the February 22 press release,which we felt we could absorb; most of which - many of whichhappened after that time. And because of that, and because of wherewe were at the April 6 time, we felt obligated to go to the marketplaceand let you know that we were going to miss .

Now, as we said in that press release, we knew beforehand our goalsand our numbers reflected that our quarter would not be as strong asfirst quarter last year . When we found out that we would not be onwhat we were expecting our business to perform - the level weexpected it to perform at, we felt an obligation to go to the street andtell you where it was . We also said in that press release that we wouldgive full detail of what was going on today. And, today, I believewe've given you as much detail as we can on what has happened inour business, the way we're planning on fixing those problems,what's happening in the rest of our world and basically whathappened in the manufacturing - some of which, I've fallen on mysword and said we missed it . We screwed up . There were problems .And we've made changes to fix those . [Emphasis added.]

UNDISCLOSED ADVERSE FACTS

33. The market for Corn Products ' s securities was open , well-developed and efficient at

all relevant times. As a result of these materially false and misleading statements and failures to

disclose, Corn Products' s securities traded at artificially inflated prices during the Class Period .

Plaintiff and other members of the Class purchased or otherwise acquired Corn Products securitie s

relying upon the integrity of the market price of Corn Products's securities and market informatio n

relating to Corn Products, and have been damaged thereby.

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34. During the Class Period, defendants materially misled the investing public, thereby

inflating the price of Corn Products's securities, by publicly issuing false and misleading statements

and omitting to disclose material facts necessary to make defendants' statements, as set forth herein,

not false and misleading. Said statements and omissions were materially false and misleading in that

they failed to disclose material adverse information and misrepresented the truth about the Company,

its business and operations, as alleged herein .

35 . At all relevant times, the material misrepresentations and omissions particularize d

in this Complaint directly or proximately caused or were a substantial contributing cause of the

damages sustained by Plaintiff and other members of the Class . As described herein, during the

Class Period, defendants made or caused to be made a series of materially false or misleading

statements about Corn Products's business, prospects and operations . These material misstatements

and omissions had the cause and effect of creating in the market an unrealistically positive

assessment of Corn Products and its business, prospects and operations, thus causing the Company's

securities to be overvalued and artificially inflated at all relevant times . Defendants' materially false

and misleading statements during the Class Period resulted in Plaintiff and other members of the

Class purchasing the Company's securities at artificially inflated prices, thus causing the damages

complained of herein .

ADDITIONAL SCIENTER ALLEGATION S

36. As alleged herein, defendants acted with scienter in that defendants knew that the

public documents and statements issued or disseminated in the name of the Company were

materially false and misleading; knew that such statements or documents would be issued or

disseminated to the investing public; and knowingly and substantially participated or acquiesced in

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the issuance or dissemination of such statements or documents as primary violations of the federal

securities laws. As set forth elsewhere herein in detail, defendants, by virtue of their receipt o f

information reflecting the true facts regarding Corn Products, their control over, and/or receipt and/o r

modification of Corn Products allegedly materially misleading misstatements and/or their

associations with the Company which made them privy to confidential proprietary information

concerning Corn Products, participated in the fraudulent scheme alleged herein .

37. Defendants knew and/or recklessly disregarded the falsity and misleading nature o f

the information which they caused to be disseminated to the investing public . The ongoing

fraudulent scheme described in this complaint could not have been perpetrated over a substantia l

period of time, as has occurred, without the knowledge and complicity of the personnel at the highes t

level of the Company, including the Individual Defendants .

38 . During the Class Period and with the Company's stock trading at artificially inflated

prices the Company's insiders sold 147,250 shares for gross profits of $4,355,986, as evidenced by

the following chart :

Date Number of Shares Proceed s

Cheryl Beebe 01 /31/200502/01/2005

13,500 @ $29 .50026,500 @ $29 .500

$398,250$781,750

Jeffrey B . Hebble 02/02 /2005 41,250 @ $29.760 $1,227,60 0

James J . Hirchak 02/01/2005 66,000 @ $29.521 $1,948,38 6

Applicability Of Presumption Of Reliance :Fraud-On-The-Market Doctrin e

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39. At all relevant times, the market for Corn Products securities was an efficient marke t

for the following reasons, among others :

(a) Corn Products stock met the requirements for listing, and was listed and activel y

traded on the NYSE, a highly efficient and automated market ;

(b) As a regulated issuer , Corn Products filed periodic public reports with the SE C

and the NYSE;

(c) Corn Products regularly communicated with public investors via establishe d

market communication mechanisms, including through regular disseminations of press releases o n

the national circuits of maj or newswire services and through other wide-ranging public disclosures,

such as communications with the financial press and other similar reporting services ; and

(d) Corn Products was followed by several securities analysts employed by major

brokerage firms who wrote reports which were distributed to the sales force and certain customers

of their respective brokerage firms . Each of these reports was publicly available and entered th e

public marketplace .

40. As a result of the foregoing , the market for Corn Products securities promptly

digested current information regarding Corn Products from all publicly-available sources and

reflected such information in Corn Products stock price . Under these circumstances, all purchasers

of Corn Products securities during the Class Period suffered similar injury through their purchase

of Corn Products securities at artificially inflated prices and a presumption of reliance applies .

NO SAFE HARBOR

41 . The statutory safe harbor provided for forward- looking statements under certain

circumstances does not apply to any of the allegedly false statements pleaded in this complaint .

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Many of the speci fic statements pleaded herein were not identified as "forward - looking statements "

when made. To the extent there were any forward-looking statements, there were no meaningful

cautionary statements identifying important factors that could cause actual results to differ

materially from those in the purportedly forward-looking statements. Alternatively, to the extent that

the statutory safe harbor does apply to any forward- looking statements pleaded herein, defendants

are liable for those false forward-looking statements because at the time each of those forward-

looking statements was made, the particular speaker knew that the particular forward-lookin g

statement was false, and/or the forward- looking statement was authorized and/or approved by an

executive officer of Corn Products who knew that those statements were false when made .

FIRST CLAIMViolation Of Section 10(b) Of

The Exchange Act Against And Rule 10b-5Promulgated Thereunder Against All Defendants

42 . Plaintiff repeats and realleges each and every allegation contained above as if fully

set forth herein .

43. During the Class Period, defendants carried out a plan, scheme and course of conduc t

which was intended to and, throughout the Class Period, did : (i) deceive the investing public ,

including Plaintiff and other Class members, as alleged herein ; and (ii) cause Plaintiff and othe r

members of the Class to purchase Corn Products securities at artificially inflated prices . In

furtherance of this unlawful scheme, plan and course of conduct, defendants, and each of them, too k

the actions set forth herein.

44. Defendants (a) employed devices, schemes, and artifices to defraud ; (b) made untrue

statements of material fact and/or omitted to state material facts necessary to make the statement s

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not misleading; and (c) engaged in acts, practices, and a course ofbusiness which operated as a fraud

and deceit upon the purchasers of the Company's securities in an effort to maintain artificially high

market prices for Corn Products securities in violation of Section 10(b) of the Exchange Act and

Rule lOb-5 . All defendants are sued either as primary participants in the wrongful and illegal

conduct charged herein or as controlling persons as alleged below .

45 . Defendants, individually and in concert, directly and indirectly, by the use, means or

instrumentalities of interstate commerce and/or of the mails, engaged and participated in a

continuous course of conduct to conceal adverse material information about the business, operations

and future prospects of Com Products as specified herein .

46. These defendants employed devices, schemes and artifices to defraud, while i n

possession of material adverse non-public information and engaged in acts, practices, and a course

of conduct as alleged herein in an effort to assure investors of Corn Products value and performance

and continued substantial growth, which included the making of, or the participation in the making

of, untrue statements of material facts and omitting to state material facts necessary in order to make

the statements made about Corn Products and its business operations and future prospects in the light

of the circumstances under which they were made, not misleading, as set forth more particularly

herein, and engaged in transactions, practices and a course of business which operated as a fraud and

deceit upon the purchasers of Corn Products securities during the Class Period .

47. Each of the Individual Defendants' primary liability, and controlling person liability,

arises from the following facts: (i) the Individual Defendants were high-level executives and/or

directors at the Company during the Class Period and members of the Company's management team

or had control thereof; (ii) each of these defendants, by virtue of his responsibilities and activitie s

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as a senior officer and/or director of the Company was privy to and participated in the creation ,

development and reporting of the Company's internal budgets, plans, projections and/or reports ;

(iii) each of these defendants enjoyed significant personal contact and familiarity with the other

defendants and was advised of and had access to other members of the Company's management

team, internal reports and other data and information about the Company's finances, operations, and

sales at all relevant times; and (iv) each of these defendants was aware of the Company' s

dissemination of information to the investing public which they knew or recklessly disregarded wa s

materially false and misleading .

48. The defendants had actual knowledge of the misrepresentations and omissions of

material facts set forth herein, or acted with reckless disregard for the truth in that they failed to

ascertain and to disclose such facts, even though such facts were available to them . Such defendants '

mate rial misrepresentations and/or omissions were done knowingly or recklessly and for the purpos e

and effect ofconcealing Corn Products' s operating condition and future business prospects from th e

investing public and supporting the artificially inflated price of its securities. As demonstrated by

defendants' overstatements and misstatements of the Company's business, operations and earnings

throughout the Class Period, defendants, if they did not have actual knowledge of th e

misrepresentations and omissions alleged , were reckless in failing to obtain such knowledge by

deliberately refraining from taking those steps necessary to discover whether those statements wer e

false or misleading .

49 . As a result of the dissemination of the materially false and misleading information

and failure to disclose material facts, as set forth above, the market price of Corn Products securitie s

was artificially inflated during the Class Period . In ignorance of the fact that market prices of Corn

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Products's publicly-traded securities were artificially inflated, and relying directly or indirectly o n

the false and misleading statements made by defendants, or upon the integrity of the market in whic h

the securities trades, and/or on the absence of material adverse information that was known to o r

recklesslydisregarded by defendants but not disclosed in public statements by defendants during the

Class Period, Plaintiff and the other members of the Class acquired Corn Products securities durin g

the Class Period at artificially high prices and were damaged thereby .

50. At the time of said misrepresentations and omissions , Plaintiff and other member s

of the Class were ignorant of their falsity, and believed them to be true . Had Plaintiff and the other

members of the Class and the marketplace known the truth regarding the problems that Cor n

Products was experiencing, which were not disclosed by defendants, Plaintiff and other member s

of the Class would not have purchased or otherwise acquired their Corn Products securities, or, i f

they had acquired such securities during the Class Period, they would not have done so at the

artificially inflated prices which they paid .

51 . By virtue of the foregoing, defendants have violated Section 10(b) of the Exchang e

Act, and Rule 1 Ob-5 promulgated thereunder .

52. As a direct and proximate result of defendants' wrongful conduct, Plaintiff and th e

other members of the Class suffered damages in connection with their respective purchases and sales

of the Company' s securities during the Class Period .

SECOND CLAIMViolation Of Section 20(a) Of

The Exchange Act Against the Individual Defendant s

53 . Plaintiffrepeats and realleges each and every allegation contained above as if fully

set forth herein.

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54. The Individual Defendants acted as controlling persons of Corn Products within the

meaning of Section 20(a) of the Exchange Act as alleged herein . By virtue of their high-level

positions, and their ownership and contractual rights, participation in and/or awareness of th e

Company's operations and/or intimate knowledge of the false financial statements filed by the

Company with the SEC and disseminated to the investing public, the Individual Defendants had th e

power to influence and control and did influence and control , directly or indirectly, the decision-

making of the Company, including the content and dissemination of the various statements whic h

Plaintiff contend are false and misleading . The Individual Defendants were provided with or had

unlimited access to copies of the Company's reports , press releases, public filings and other

statements alleged by Plaintiff to be misleading prior to and/or shortly after these statements wer e

issued and had the ability to prevent the issuance of the statements or cause the statements to b e

corrected .

55 . In particular, each of these defendants had direct and supervisory involvement in th e

day-to-day operations of the Company and, therefore, is presumed to have had the power to contro l

or influence the particular transactions giving rise to the securities violations as alleged herein, and

exercised the same .

56. As set forth above , Corn Products and the Individual Defendants each violated

Section 10(b) and Rule lOb-5 by their acts and omissions as alleged in this Complaint . By virtue of

their positions as controlling persons, the Individual Defendants are liable pursuant to Section 20(a )

of the Exchange Act. As a direct and proximate result of defendants' wrongful conduct, Plaintiff an d

other members of the Class suffered damages in connection with their purchases of the Company' s

securities during the Class Period .

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WHEREFORE, Plaintiff prays for relief and judgment, as follows :

(a) Determining that this action is a proper class action, designating Plaintiff as Lea d

Plaintiff and certifying Plaintiffas a class representative under Rule 23 of the Federal Rules of Civi l

Procedure and Plaintiff's counsel as Lead Counsel ;

(b) Awarding compensatory damages in favor of Plaintiff and the other Clas s

members against all defendants, jointly and severally, for all damages sustained as a result of

defendants' wrongdoing, in an amount to be proven at trial, including interest thereon ;

(c) Awarding Plaintiff and the Class their reasonable costs and expenses incurred in

this action, including counsel fees and expert fees ; and

(d) Such other and further relief as the Court may deem just and proper .

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JURY TRIAL DEMANDE D

Plaintiff hereby demands a trial by jury.

Dated :

MILLER, FAUCHER AND CAFFERTY, LLPBy :Marvin MillerJennifer Sprenge l30 North LaSalle StreetSuite 320 0Chicago, IL 60602(312)782-4880

SCHIFFRIN & BARROWAY, LLPMarc A. TopazRichard A . ManiskasTamara Skvirsky280 King of Prussia Rd .Radnor , PA 19087(610) 667-7706

Attorneys for Plaintiff

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