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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BEEBE CHERYL K

(Last)

(First)

(Middle)

5 WESTBROOK CORPORATE CENTER

(Street)

WESTCHESTER

60154

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CORN PRODUCTS INTERNATIONAL INC [ CPO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/18/2006		F⁽¹⁾		2,105	D	$33.3	21,434.89⁽²⁾	D
Common Stock								3,663.213	I	By 401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Shares withheld to pay applicable taxes upon the vesting of 5,334 shares of restricted stock granted on September 18, 2002.

2. Includes 27.9895 shares acquired on January 25, 2006, 28.1669 shares acquired on April 25, 2006 and 27.0030 shares acquired on July 25, 2006 under the Corn Products dividend reinvestment plan and 11.9384 shares acquired on January 25, 2006, 12.1771 shares acquired on April 25, 2006 and 11.7762 shares acquired on July 25, 2006 pursuant to a dividend reinvestment feature of the Corn Products Restricted Stock plan.

	Mary Ann Hynes, Attorney in Fact	09/20/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

KNOW ALL MEN BY THESE PRESENTS, that the undersigned
Director or officer of Corn Products International,
Inc., a Delaware corporation the Company,
does hereby severally make, constitute and appoint
MARY ANN HYNES, Vice President, General Counsel
and Corporate Secretary
of the Company his true and lawful
attorney to execute, deliver and file, for and on his
behalf, any and all reports on Forms 3, 4 and 5
relating to beneficial ownership of securities
issued by the Company, until such date as the
undersigned ceases to be required to file such reports.
IN WITNESS WHEREOF, the undersigned has hereunto
executed this Power of Attorney this 5th day of April, 2006
Cheryl K. Beebe
UNITED STATES OF AMERICA  )
STATE OF ILLINOIS                      )
COUNTY OF WILL                         )
On this 10th day of April, 2006, before me,
a Notary Public of the State of Illinois, United States
of America, personally came,
to me known, Cheryl K. Beebe
and known to me to be the individual described in and
who executed the foregoing instrument and acknowledged
that he signed the same as his free and voluntary act
and deed, for the uses and purposes therein mentioned.
Given under my hand and official seal this 10th day
of April, 2006
Notary Public
OFFICIAL SEAL
NOTARY PUBLIC STATE OF ILLINOIS
MY COMMISSION EXPIRES:03/15/10