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                            EXHIBIT 5

                          July 31, 2000


Board of Directors
Archer-Daniels-Midland Company
4666 Faries Parkway
Decatur, Illinois  62526


           In connection with the proposed registration under the
Securities Act of 1933, as amended, of shares of Common Stock  of
Archer-Daniels-Midland  Company,  a  Delaware  corporation   (the
"Company"), offered and to be offered pursuant to the ADM  401(k)
Plan  for  Salaried Employees and the ADM 401(k) Plan for  Hourly
Employees  (collectively,  the  "Plans"),  I  have  examined  the
Company's Restated Certificate of Incorporation, as amended,  its
Bylaws,  as  amended,  and  such other documents,  including  the
Registration Statement on Form S-8, dated the date hereof, to  be
filed  with  the Securities and Exchange Commission  relating  to
such  shares  (the "Registration Statement"), and  have  reviewed
such  matters of law as I have deemed necessary for this opinion.
Accordingly, based upon the foregoing, I am of the opinion that:

           1.    The  Company is duly and validly  organized  and
existing  and  in good standing under the laws of  the  State  of
Delaware.

           2.    The Company has duly authorized the issuance  of
the  shares of Common Stock which may be issued pursuant  to  the
Plans.

           3.    The shares which may be issued pursuant  to  the
Plans will be, upon issuance, validly issued and outstanding  and
fully paid and nonassessable.

           4.   All necessary corporate action has been taken  by
the  Company  to  adopt  the Plans, and  the  Plans  are  validly
existing plans of the Company.

           I  consent to the filing of this opinion as an exhibit
to the Registration Statement.

                                   Very truly yours,

                                   /s/ David J. Smith

                                   David J. Smith
                                    Vice President, Secretary and
General Counsel
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