Sec Form 4 Filing - HIRCHAK JAMES J @ CORN PRODUCTS INTERNATIONAL INC - 2010-02-08

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person HIRCHAK JAMES J 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, Human Resources (Last) (First) (Middle) 5 WESTBROOK CORPORATE CENTER 3. Date of Earliest Transaction (MM/DD/YY) 02/08/2010 (Street) WESTCHESTER, IL60154 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 02/08/2010 M 16,000 A $ 14.325 43,801 D Common Stock 02/08/2010 M 16,000 A $ 16.92 59,801 D Common Stock 02/08/2010 S 32,000 D $ 31.1215 ( 1 ) 27,801 D Common Stock 02/09/2010 S 8,901 D $ 31.1699 18,900 D Common Stock 02/09/2010 S 8,900 D $ 31.5 10,000 D Common Stock 15,865.718 ( 2 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Options(Right to Buy) $ 14.325 ( 3 ) 02/08/2010 M 16,000 ( 3 ) ( 4 ) 10/23/2012 Common Stock 16,000 ( 3 ) $ 0 0 D Employee Stock Options(Right to Buy) $ 16.92 ( 5 ) 02/08/2010 M 16,000 ( 5 ) ( 6 ) 10/30/2013 Common Stock 16,000 ( 5 ) $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HIRCHAK JAMES J 5 WESTBROOK CORPORATE CENTER WESTCHESTER, IL60154 VP, Human Resources Signatures Mary Ann Hynes, Attorney in Fact 02/10/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.00 to $31.23, inclusive. The reporting person undertakes to provide Corn Products International, Inc., any security holder of Corn Products International, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the immediately preceding sentence. ( 2 )The information in this report is based on a plan statement dated as of January 31, 2010. ( 3 )This option was previously reported as covering 8,000 shares at an exercise price of $28.65 per share but was adjusted to reflect the 2-for-1 stock split effective on January 25, 2005. ( 4 )This option vested in two equal annual installments on October 24, 2003 and 2004. ( 5 )This option was previously reported as covering 8,000 shares at an exercise price of $33.84 per share but was adjusted to reflect the 2-for-1 stock split effective on January 25, 2005. ( 6 )This option vested in two equal annual installments on October 31, 2004 and 2005.

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.