SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                   FORM 10-K/A
                               AMENDMENT NO. 1 TO

        [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
             EXCHANGE ACT OF 1934
             For the Fiscal Year Ended September 30, 1994
                                 or
        [ ]  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
             (Exact name of registrant as specified in its charter)

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

           433 East Michigan Street
             Milwaukee, Wisconsin                         53202  
        (Address of principal executive                (Zip Code)
                   offices)

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

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

                                         Name of each exchange
         Title of each class                on which registered  

    Common Stock, $.10 par value    New York Stock Exchange, Inc.
    Associated Common Share
    Purchase Rights

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT
                                      None

             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.      X    

             Indicate the number of shares outstanding of each of the
   issuer's classes of Common Stock as of December 2, 1994:  26,977,437
   shares of Common Stock, $.10 par value, including 898,562 treasury shares.

             Aggregate market value of Universal Foods Corporation Common
   Stock, excluding treasury shares, held by non-affiliates as of December 2,
   1994 was $723,688,781.

                      Documents Incorporated By Reference 

             1.   Portions of Universal Foods Corporation 1994 Annual Report
   to Shareholders (Parts I, II and IV of Form 10-K)

             2.   Portions of Universal Foods Corporation Notice of Annual
   Meeting and Proxy Statement dated December 16, 1994 (Parts II and III of
   Form 10-K)

   

             The undersigned Registrant hereby amends Item 1 of its Annual
   Report on Form 10-K for the fiscal year ended September 30, 1994 to modify
   the discussion under "Description -Frozen Foods"; as amended, such Item
   reads in its entirety as follows:

                                     PART I
   ITEM 1.   BUSINESS - Food

        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. 
   The Company engages in the international development, manufacture and
   distribution of value-added ingredients and ingredient systems to food
   products and other items.  Principal products of the Company include food,
   beverage and dairy flavors; certified and natural colors for foods,
   cosmetics and pharmaceuticals; dehydrated vegetable products; a diverse
   line of yeast products; and flavor enhancers, secondary flavorings and
   other bioproducts.  The Company exited the frozen potato business during
   Fiscal 1994.  

        The following material from the Universal Foods Corporation 1994
   Annual Report to Shareholders is incorporated by reference:

        "Management's Analysis of Operations and Financial Condition" on
        Pages 18 through 22.

        Note A of Notes to Consolidated Financial Statements - "Summary
        of Significant Accounting Policies" on Page 27.

        Note I of Notes to Consolidated Financial Statements - "Foreign
        Operations" on Page 32.


   Description  
                                     Flavor

        The Company conducts its food flavor business through its wholly-
   owned subsidiary Universal Flavor Corporation ("Universal Flavor"). 
   Universal Flavor manufactures and supplies flavors and ingredient systems
   to the dairy, food processor and beverage industries worldwide and is a
   recognized leader in the dairy and beverage flavor markets.  It operates
   plants located in Kearny, New Jersey; Amboy, Illinois; Indianapolis,
   Indiana; and Fenton, Missouri.  Universal Flavor has eleven additional
   plants in Canada, Mexico, Belgium, Great Britain, Italy, Spain, Australia,
   New Zealand, Hong Kong and the Philippines.  Products are sold primarily
   through employee sales representatives with some assistance from food
   brokers.

        Strategic acquisitions have expanded Universal Flavor's product lines
   and processing capabilities.  In April 1990, the Company acquired the
   international flavor business of Felton Worldwide, a subsidiary of
   Harrisons and Crosfield, PLC, of Great Britain.  This acquisition
   strengthened Universal Flavor's position as a major flavor producer in
   Great Britain and gave Universal Flavor a larger presence on the European
   continent and in the Pacific Rim.  In September 1991, the Company acquired
   Fantasy Flavors, Inc.  Combining Fantasy's product lines with the
   Company's existing BlankeBaer operation positions Universal Flavor as the
   premier dairy ingredient systems supplier in North America.  The January
   1992 acquisition of Curt Georgi Imes, S.P.A. brought particular strength
   in the Italian bakery and dairy flavor markets, as well as experienced
   research and development and sophisticated analytical 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 and essential oils, both of 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.  This purchase brought beverages and dairy
   flavor technology to the Company's other existing Mexican flavor business. 


                                      Color

        The Company, through its subsidiary Warner-Jenkinson Company ("W-J"),
   is the world's leading manufacturer of certified food colors.  It also has
   a growing share of the international natural color market.  Its products,
   sold under such brand names as RED SEAL and SPECTRACOAT, are used by
   producers of soft drinks, bakery products, processed foods, confections,
   pet foods, alcoholic beverages and pharmaceuticals.  W-J is headquartered
   in St. Louis, Missouri, the site of its major manufacturing facilities. 
   Latin American customers are served by W-J de Mexico, S.A. de C.V., a
   manufacturing and sales subsidiary located just outside of Mexico City. 
   W-J Canada (formerly Dyeco Ltd.) operates out of Kingston, Ontario.  Other
   manufacturing facilities are located in King's Lynn, Norfolk, England;
   Amersfoort, The Netherlands; and Tullamarine, Victoria, Australia. 
   Domestically, the W-J product line is sold principally by the Company's
   own sales force.  International sales are made through distributors and
   directly by the Company.

        Recent acquisitions have strengthened the business internationally
   which operates as W-J International.  In August 1991, the Company acquired
   the international food and cosmetic color operations of Morton
   International, Inc. which provided additional technology in cosmetic
   colors and a worldwide distribution network.  In June 1992, the Company
   acquired Butterfield Food Ingredients, Ltd., a British food color
   manufacturer with particular expertise in natural colors and
   pharmaceutical applications and additional international distribution,
   particularly in the Far East.  During 1993, the Company acquired Spectrum
   S.A., a Mexican food color distributor with approximately 20% market share
   in that country. 

                               Dehydrated Products

        The Company's subsidiary, Rogers Foods, Inc. ("Rogers"), produces
   dehydrated onion and garlic and the Company believes it to be the third
   largest producer of these products in the United States.  These items are
   marketed under the trademark ROGERS FOODS and private labels.  Rogers also
   produces and distributes chili powder, chili pepper, paprika, dehydrated
   vegetables such as parsley, celery and spinach, and oleoresin (a liquid
   chili pepper used as a highly concentrated coloring agent) under the brand
   name CHILI PRODUCTS.  Rogers believes it is one of the largest producers
   of these products.

        Rogers sells dehydrated products directly and through brokers 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.  Rogers' processing facilities are located in Turlock,
   Livingston and Greenfield, California.

        During 1994, the Company acquired a leading European processor of air
   and freeze-dried vegetables.  The acquisition gives the Company a base
   from which to expand its dehydrated products business internationally. 
   This acquisition in Ireland from Campbell Soup Company also expands the
   Company's dehydrated technology base to include freeze drying and
   "puffing," an air-steam process.  Vegetables processed using these
   technologies are premium products because they have a short reconstitution
   time, a benefit in today's convenience foods such as soups, snacks and
   other dry foods.

        The Irish operation consists of two companies managed as a single
   entity in Midleton, County Cork.  The group employs about 120 people and
   now operates as Mallow Foods Ltd.

                                      Yeast

        The Company specializes in the production of compressed, active dry
   and nutritional yeast products for sale to industrial, institutional and
   retail accounts under the RED STAR trademark.  Compressed yeast and cream
   yeast must be refrigerated and used soon after production.  Active dry
   yeast is a dehydrated product which has the advantages of longer shelf
   life, lower shipping costs and ease of handling.  Nutritional yeast is a
   rich source of B-complex vitamins and proteins.  Other yeast strains are
   produced specifically for the wine industry, and the Company purchases a
   number of allied products, including bakery mixes and baking powder, from
   others and distributes them.

        The largest market for yeast is the domestic baking industry.  In
   addition, active dry yeast is sold to food processors for inclusion in
   bread, pizza and similar mixes.  The compressed, active dry and
   fast-acting dry yeast products of the Company bearing the RED STAR and RED
   STAR QUICK RISE trademarks are sold in ready-to-use packages to retail
   stores and in two pound packages for food service use.  The Company
   believes it is the largest North American supplier of yeast to the
   commercial bakery market and the second largest supplier to the retail
   market.

        The business also exports yeast and allied products throughout the
   world and manages investments in companies operating yeast and allied
   product facilities in 12 offshore locations, two of which are wholly-owned
   subsidiaries.  The Company receives revenues in the form of dividends and
   technical assistance fees from these foreign affiliates.

        Company owned yeast plants are located in Milwaukee, Wisconsin;
   Baltimore, Maryland; Dallas, Texas; and Oakland, California.  The Company
   distributes its fermentation products largely through its own sales force
   from its distribution branches.  In 1994, the Company purchased a 20%
   stock interest in and entered an agreement with Minn-Dak Yeast Company,
   Inc. for contract manufacturing by Minn-Dak under the Red Star label and
   for Minn-Dak to supply molasses, a major raw material in yeast production,
   to the Company.

                                   BioProducts

        During 1994, the Company created the Red Star BioProducts Division
   from its existing Red Star Specialty Products Division and two
   acquisitions.  Red Star Specialty Products had been established as a
   small, stand-alone profit center in 1989 out of the Company's Fermentation
   group.  With internally developed expertise, the group focused on highly
   technical product development using extracts from brewer's and baker's
   yeast.  During 1993, Universal BioVentures, the Company's biotechnology
   group, was integrated into Red Star Specialty Products.  This group was
   given the mission to develop new biotechnological products utilizing the
   Company's extensive expertise in fermentation, and its research strengths
   in the molecular biology of microorganisms.

        The 1994 acquisitions of Champlain Industries Limited and the Biolux
   Group expanded the division's product lines and international presence,
   making the division a more significant part of the Company.

        Champlain Industries Limited produces savory flavorings and flavor
   enhancers from vegetable proteins, yeast, meats and milk protein. It is a
   leading producer of hydrolyzed vegetable proteins (HVP) in North America. 
   The company has operations in Canada, the U.S., and the United Kingdom. 

        The Biolux Group is a leading European producer of food, nutritional
   and feed ingredients derived from brewer's yeast.  The acquisition makes
   the Company a world leader in brewer's yeast extract technology,
   production and sales.  The Biolux Group consists of New Biolux in Belgium
   and Vitalevor in France.  Its products include flavor enhancers, health
   foods, feed ingredients and nutrients for pharmaceutical and biotechnology
   processes.  The Biolux Group is a major purchaser and processor of
   brewer's yeast in the European market.
    
        The expanded Red Star BioProducts Division serves the food
   processing, fermentation, agriculture, aquaculture and chemical
   intermediates industries as a diversified supplier of natural extracts and
   specialty cultures.  It supplies various natural extracts from brewer's
   yeast, baker's yeast, vegetable proteins, meat, casein and other naturally
   occurring materials.  These specialty extracts function primarily as
   flavor and texture modifiers and enhancers, and secondary flavorings in
   the food processing industries.  They also enjoy widespread use as
   palatability enhancers in the pet food and animal foodstuffs markets.  The
   nutritional and functional properties of Red Star BioProducts extracts are
   the basis for their use in cheese starter and pharmaceutical fermentations
   and in personal care applications.  

        The Company believes Red Star BioProducts is the leading supplier of
   yeast extracts and second in the supply of HVPs in the U.S. market.  The
   products are marketed under a number of Red Star and Champlain trademarks. 
   Commercial production and export of a new product named RED STAR Phaffia
   Yeast began in 1993.  The yeast Phaffia rhodozyma is a source of the red
   carotenoid compound called astaxanthin which is the natural pigment found
   in salmon, trout and shellfish.  This product was developed for use as an
   ingredient for feeds given to salmon produced by aquaculture.  The
   purchase of the technological properties of ZeaGen from ACX Technologies,
   Inc in 1993 provides other processes for development.

        The expanded division operates production facilities in Milwaukee and
   Juneau, Wisconsin; Harbor Beach, Michigan; Clifton, New Jersey; and in
   Canada, the United Kingdom, Belgium and France.  More than half of the
   Division's products are now produced outside of the United States.  Its
   products are marketed through technically trained sales personnel directly
   to the customer and through distributors in some international markets.

                                  Frozen Foods

        On August 1, 1994, the Company completed the sale of Universal Frozen
   Foods Company, a wholly owned subsidiary of the Company ("Frozen Foods"),
   to ConAgra, Inc. for $202 million, of which $163 million was paid on
   August 1, 1994 and the remainder was paid December 21, 1994.  The sale was
   a major step in Universal Foods' strategic transition to a focus on value-
   added ingredients and ingredient systems for foods and other products. 

       Frozen Food produced frozen potato products for U.S. and international
   markets, selling most of its product to the food service industry.  It did
   have a share of the retail market with branded and private labeled
   products.  It operated processing facilities in Twin Falls, Idaho;
   Hermiston, Oregon; and Pasco, Washington.  


   Research and Development/Quality Assurance 

     The Company believes that its competitive advantage and ability to
   develop and deliver value-added products is based on its technical
   expertise in the processing and application of its technology for foods
   and other products.  Therefore, the Company provides an above-industry
   average investment in research, development and quality assurance, and is
   committed to the training and development of its people.

     The Company employs approximately 300 people in research and quality
   assurance.  Over the past five years, research and development
   expenditures have increased an average of 10.4%.  Expenditures in fiscal
   1994 increased 13.0% over fiscal 1993 to $32.2 million from $28.5 million. 
   Expenditures in fiscal 1993 increased 7.1% to $28.5 million from $26.6
   million in fiscal 1992.  The Company's commitment to research and product
   development continues at a level significantly higher than the food
   industry average.  Of the aforesaid amounts, approximately $17.3 million
   in fiscal 1992, $17.9 million in fiscal 1993 and $20.4 million in fiscal
   1994, were research and development expenses as defined by the Financial
   Accounting Standards Board.

     To improve its research and development capabilities, the Company has
   been  upgrading its technical facilities.  In 1991, the Company
   refurbished much of its Technical Center located in Milwaukee, Wisconsin,
   to enhance its capabilities in product and process areas related to
   fermentation, including microbial genetics work carried out to develop
   improved strains of bakers yeast and engineering development facilities
   for process development and new product production scale-up activities. 
   In 1992, an $8 million Fermentation Development Facility was completed at
   the Technical Center to scale-up new biotechnological products for the Red
   Star BioProducts Division.  Two 10,000-gallon pure culture fermenters in
   this facility produce sufficient volumes to test market new products in
   order to establish them as commercially acceptable prior to investment in
   a full-scale production plant.

     In 1992, the Company completed a new research center for seed genetics
   and tissue culture at Livingston, California, for Dehydrated Products, and
   the Company enlarged food flavor research laboratories in Kearny, New
   Jersey.  During 1993, beverage flavor laboratories in Indianapolis were
   enlarged, new modern laboratories for research on color products at W-J's
   production site in St. Louis, Missouri were completed, and a new facility
   for quality assurance and technical customer services was added to the
   Turlock, California complex.   All of these facilities are designed to
   meet the specialized, strategic needs of the Company's operating units.

     The Company has a massive training program designed to introduce all
   personnel to team problem solving using statistical process control,
   teamwork and communication procedures under a program named "The Universal
   Way."  This program promotes the Company's commitment to continuous
   quality improvement of its products and services as a primary Company
   objective.

     As part of its commitment to quality as a competitive advantage, the
   Company has undertaken efforts to achieve certification to quality
   standards established by the International Organization for
   Standardization in Geneva, Switzerland, through its ISO 9000 series.  Red
   Star BioProducts believes it was the first North American ingredients
   supplier to receive ISO 9002 certification.  Universal Flavor facilities
   in Indiana and New Jersey in the United States and facilities in The
   Netherlands and United Kingdom have also been certified.


   Competition

     All Company products are sold in highly competitive markets.   Some
   competitors have more product lines and greater resources than the Company
   has.  Since the Company and its competitors utilize similar methods of
   production, marketing and delivery, the Company competes primarily on
   technical product development, process expertise, quality and service. 
   The Company competes in many market niches where price is not the most
   important variable.

     With the evolution of food processing as a global business, competition
   to supply the industry has taken on an increasingly global nature. 
   Universal Foods competes with only a few companies across multiple
   ingredient lines, and is more likely to encounter competition specific to
   individual businesses.

     In the worldwide flavor market, the Company's principal competition
   comes from other U.S. and European producers.  Building an international
   presence is a key goal for Universal Flavor as witnessed by the
   acquisitions of the international flavor business of Felton Worldwide in
   1990, Curt Georgi Imes, S.P.A. in 1992 and Destillaciones Garcia de la
   Fuente, S.A. in 1994; and the completion of a new plant in Belgium in
   order to meet increasing international flavor demands.

     The Company believes W-J is a leading producer of certified colors in
   North America and Western Europe; state of the art equipment, the latest
   process technology, and the most complete range of synthetic and natural
   colors constitute the basis for its market leadership position. 
   Acquisitions have resulted in product and process technology synergies,
   particularly in the cosmetic color market, as well as a growing
   international presence.

     For Dehydrated Products, the acquisition in Ireland begins an
   international expansion and strengthens export opportunities for U.S.
   based operations. Some price competition has been evident in the United
   States as a domestic competitor seeks to gain market share and a new
   competitor is adding capacity to the industry.  Red Star Yeast & Products
   continues to experience pricing pressures as a result of industry
   overcapacity.  Competition in Red Star BioProducts comes primarily from
   European producers.


   New Product Activity 

     With the Company's strategic focus on value-added ingredients and
   ingredient systems, the Company's emphasis has shifted from the
   development of major new products to application activities and processing
   improvements in the support of its customers' numerous new and
   reformulated products.

     These activities include a line of stable aqueous dispersion of colors
   for foods and pharmaceutical products.  Patents have been granted on the
   products marketed under the SPECTRASPRAY label and applied for on the
   SPECTRABLEND label.  The development of natural food colors continues to
   expand and is a growth opportunity for W-J.

     A variety of activities at Universal Flavor focus on the development of
   flavor solutions for low-fat and no-fat applications.  The group has
   developed a reaction flavor for imparting animal fat flavor to
   nutritionally preferred vegetable oils.  A new technology was installed
   for production of aseptically processed fruits for frozen yogurt and other
   products requiring fruit pieces.  Emphasis has been placed on the
   development of low-fat dairy flavor systems.  In 1993, a low-fat,
   cholesterol-free program was introduced for frozen desserts.  New flavored
   fruit pieces have also been developed to provide new textures, flavors and
   unique performance properties in bakery items.

     In 1992, Red Star BioProducts introduced RED STAR Phaffia Yeast.  This
   is the only commercially viable natural source of pink pigmentation for
   farm-raised salmon which achieve their flesh color through dietary
   supplements.  Three other processes to provide natural coloring and
   nutrients for aquaculture and agribusiness are currently under
   development.  In 1993 Red Star BioProducts introduced the FlavorMate 950
   series, the most potent flavor enhancer on the market, and the SavoryMate
   series, which are flavor enhancers designed for specific areas such as
   beef, poultry, pork, etc.

     In addition, the discussion of operational activities on Pages 6, 8, 10,
   12 and 14 of the 1994 Annual Report to Shareholders is incorporated by
   reference (but not any photographs or related captions included thereon).


   Raw Materials 

     The principal raw material used in the production of yeast products is
   molasses, which is purchased through brokers and producers 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 a supply agreement with Minn-Dak Yeast Company, Inc., a major
   North American molasses supplier, to provide additional assurances of
   adequate supplies.

     Chili peppers, onion, garlic and other vegetables are acquired under
   annual contracts with numerous growers in the western United States and
   Ireland.  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 tumeric,
   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 spent
   brewer's yeast, baker's yeast from the Company's own operations, and
   vegetable materials such as corn and soybeans.  The acquisition of the
   Biolux Group in 1994 provides long-term contracts on supplies of spent
   brewer's yeast for European production needs.

     The Company believes that its required raw materials are generally in
   adequate supply and available from numerous competitively priced sources.

   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.


   Employees

     As of September 30, 1994, the Company employed about 4,100 persons
   worldwide (which includes approximately 200 seasonal employees).
   Approximately 821 employees are represented by one of 17 unions with whom
   the Company has collective bargaining relationships.  The Company
   considers its employee relations to be good.


   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 nor is such compliance
   expected to have a material effect in the succeeding two years.  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 Food & Drug Administration.

   
                                   SIGNATURES



   Pursuant to the requirements of the Securities Exchange Act of 1934, the
   Registrant has duly caused this amendment to be signed on its behalf by
   the undersigned thereunto duly authorized.

                              UNIVERSAL FOODS CORPORATION



   Date:  January 3, 1995     By: /s/ Guy A. Osborn                          
                              Guy A. Osborn
                              Chairman and Chief Executive Officer