FMC CORP

FORM S-3

S-3

RESTATED CERTIFICATE OF INCORPORATION

EX-4.1

OPINION OF WINSTON & STRAWN

EX-5.1

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

EX-12.1

KPMG LETTER RE: UNAUDITED INTERIM FINANCIAL INFO

EX-15.1

CONSENT OF KPMG PEAT MARWICK LLP

EX-23.1

FORM T-1 FOR HARRIS TRUST & SAVINGS BANK

EX-25.1