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                               UNITED STATES OF AMERICA
                        BEFORE FEDERAL TRADE COMMISSION

COMMISSIONERS:                         Robert Pitofsky, Chairman
                                       Sheila F. Anthony
                                       Mozelle W. Thompson
                                       Orson Swindle
                                       Thomas B. Leary





In the Matter of                                            Docket No. C-
FMC Corporation,                                            DECISION AND ORDER
     a corporation.




        The Federal Trade Commission having initiated an investigation of certain acts and
practices of Respondent, FMC Corporation, and Respondent having been furnished thereafter
with a copy of the draft of Complaint that the Bureau of Competition presented to the
Commission for its consideration and which, if issued, would charge Respondent with violations
of Section 5 of the Federal Trade Commission Act, as amended, 15 U.S.C. § 45; and

        Respondent, its attorneys, and counsel for the Commission having thereafter executed an
Agreement Containing Consent Order ("Consent Agreement"), containing an admission by
respondent of all the jurisdictional facts set forth in the aforesaid draft of Complaint, a
that the signing of said Consent Agreement is for settlement purposes only and does not
constitute an admission by respondent that the law has been violated as alleged in such
Complaint, or that the facts as alleged in such Complaint, other than jurisdictional facts, are
and waivers and other provisions as required by the Commission's Rules; and



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       The Commission having thereafter considered the matter and having determined that it
had reason to believe that respondent has violated the said Act, and that a Complaint should
issue stating its charges in that respect, and having accepted the executed Consent Agreement
and placed such Consent Agreement on the public record for a period of thirty (30) days for the
receipt and consideration of public comments, now in further conformity with the procedure
described in Commission Rule 2.34, 16 C.F.R. § 2.34, the Commission hereby issues its

                          UNITED STATES OF AMERICA
                      BEFORE FEDERAL TRADE COMMISSION
   In the Matter of
   FMC Corporation,
   a corporation. File No. 981-0237

                     AGREEMENT CONTAINING CONSENT ORDER

   The Federal Trade Commission ("Commission"), having initiated an
   investigation of certain acts and practices of FMC Corporation, and it
   now appearing that FMC Corporation, hereinafter sometimes referred to
   as "Proposed Respondent" is willing to enter into this Agreement
   Containing Consent Order ("Consent Agreement") to cease and desist
   from certain acts and practices and providing for other relief;

   IT IS HEREBY AGREED by and between Proposed Respondent, by its duly
   authorized officers and attorneys, and counsel for the Commission
   that:

   1. Proposed Respondent FMC Corporation is a corporation organized and
   existing under the laws of the State of Delaware, with its office and
   principal place of business located at 200 East Randolph Drive,
   Chicago, Illinois 60601.

   2. Proposed Respondent admits all the jurisdictional facts set forth
   in the draft of Complaint here attached.

   3. Proposed Respondent waives:

          a. any further procedural steps;
          b. the requirement that the Commission's Decision and Order,
          attached hereto and made a part hereof, contain a statement of
          findings of fact and conclusions of law;
          c. all rights to seek judicial review or otherwise to challenge
          or contest the validity of the Decision and Order entered
          pursuant to this Consent Agreement; and
          d. any claim under the Equal Access to Justice Act.

   4. Proposed Respondent shall submit an initial compliance report
   within twenty (20) days of the date it signs this Consent Agreement,
   pursuant to Commission Rule 2.33, 16 C.F.R. § 2.33, signed by Proposed
   Respondent setting forth in detail the manner in which the Proposed
   Respondent has to date complied or has prepared to comply, and will
   comply with the Decision and Order. Such report will not become part
   of the public record unless and until the accompanying Consent
   Agreement and Decision and Order are accepted by the Commission for
   public comment.

                          UNITED STATES OF AMERICA
                      BEFORE FEDERAL TRADE COMMISSION
   In the Matter of

   FMC Corporation and
   Asahi Chemical Industry Co., Ltd.,
   corporations
   DOCKET NO.

                                 COMPLAINT

   Pursuant to the provisions of the Federal Trade Commission Act, and by
   virtue of the authority vested in it by said Act, the Federal Trade
   Commission ("Commission"), having reason to believe that FMC
   Corporation and Asahi Chemical Industry Co., Ltd., corporations,
   hereinafter sometimes collectively referred to as "respondents," have
   engaged in conduct, as described herein, that violates Section 5 of
   the Federal Trade Commission Act, as amended, 15 U.S.C. § 45, and it
   appearing to the Commission that a proceeding in respect thereof would
   be in the public interest, hereby issues its complaint, stating its
   charges in that respect as follows:

   1. Respondent FMC Corporation ("FMC") is a corporation organized,
   existing and doing business under and by virtue of the laws of the
   State of Delaware, with its office and principal place of business
   located at 200 East Randolph Drive, Chicago, Illinois 60601.

   2. Respondent Asahi Chemical Industry Co., Ltd. ("Asahi Chemical") is
   a corporation organized and existing under and by virtue of the laws
   of Japan, with its office and principal place of business located at
   1-2 Yurakucho 1-chome, Chiyoda-ku, Tokyo, Japan. Asahi Chemical does
   business in the United States both directly and through Asahi Chemical
   Industry America, Inc. ("Asahi America"). Asahi America is a
   wholly-owned subsidiary of Asahi Chemical, with its office and
   principal place of business located at 535 Madison Avenue, 33^rd
   Floor, New York, New York 10022.

   3. The acts and practices of FMC and Asahi Chemical, including the
   acts and practices alleged herein, are in commerce or affect commerce,
   as "commerce" is defined in Section 4 of the Federal Trade Commission
   Act, 15 U.S.C. § 44.

   4. For the purpose of this complaint, "MCC" means microcrystalline
   cellulose. For the purpose of this complaint, "Asia Pacific" refers to
   the following countries: South Korea, Taiwan, Hong Kong, the
   Philippines, Indonesia, New Zealand, China, North Korea, Vietnam, and
   Australia.

                    ANALYSIS OF PROPOSED CONSENT ORDERS
                           TO AID PUBLIC COMMENT

   The Federal Trade Commission has accepted agreements to proposed
   consent orders from FMC Corporation ("FMC") and from Asahi Chemical
   Industry Co. Ltd. ("Asahi Chemical"). FMC has its principal place of
   business in Chicago, Illinois. Asahi Chemical has its principal place
   of business in Tokyo, Japan.

   The proposed consent orders have been placed on the public record for
   thirty (30) days for reception of comments by interested persons.
   Comments received during this period will become part of the public
   record. After thirty (30) days, the Commission will again review the
   agreements and the comments received, and decide whether it should
   withdraw from the agreements or make final the agreements' proposed
   orders.

   The Commission's multi-count complaint charges that FMC and Asahi
   Chemical (collectively referred to as "respondents") have violated
   Section 5 of the Federal Trade Commission Act by conspiring to
   monopolize the world market for microcrystalline cellulose, and by
   agreeing to divide territories for the sale of microcrystalline
   cellulose. In addition, FMC is charged with attempting to monopolize
   the relevant market and with inviting a competitor to collude.

   According to the complaint, microcrystalline cellulose ("MCC") is
   derived from purified wood cellulose and is used primarily as a binder
   in the manufacture of pharmaceutical tablets. MCC is a component of
   nearly all pharmaceutical tablets sold in the United States today.
   During the term of the conspiracy, FMC was the largest manufacturer
   and seller of MCC in the world. Asahi Chemical was the second largest
   seller of MCC in the world, and the dominant supplier of MCC in Japan.

   The complaint alleges that, for over a decade, FMC engaged in a course
   of conduct designed to neutralize or eliminate competing sellers of
   MCC and to secure monopoly power. In or about 1984, FMC entered into a
   conspiracy with Asahi Chemical to divide territories. FMC agreed that
   it would not sell any MCC product to customers located in Japan or
   East Asia without the consent of Asahi Chemical. In return, Asahi
   Chemical agreed that it would not sell any MCC product to customers
   located in North America or Europe without the consent of FMC.

   In addition, the complaint alleges that FMC invited three smaller
   producers of MCC to join with FMC in collusive and anticompetitive
   conduct. The three firms solicited by FMC were Ming Tai Chemical Co.,
   Ltd. ("Ming Tai"), Wei Ming Pharmaceutical Mfg. Co., Ltd. ("Wei
   Ming"), and the Mendell division of Penwest, Ltd. ("Mendell").