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MYCOGEN CORP. DECLARES DIVIDEND DISTRIBUTION OF PREFERRED SHARE PURCHASE RIGHTS

 MYCOGEN CORP. DECLARES DIVIDEND DISTRIBUTION
 OF PREFERRED SHARE PURCHASE RIGHTS
 SAN DIEGO, Feb. 24 /PRNewswire/ -- The board of directors of Mycogen Corp. (NASDAQ: MYCO) declared a dividend distribution on Feb. 21, 1992 of one preferred share purchase right on each outstanding share of its common stock. The rights are designed to assure that all stockholders receive fair and equal treatment in the event of any proposed takeover of the company and to guard against partial tender offers, squeeze-outs, open market accumulations and other abusive tactics to gain control of the company without paying all stockholders a control premium.
 The rights will be exercisable only if a person or group acquires 15 percent or more of the company's common stock or announces a tender offer the consummation of which would result in ownership by a person or group of 15 percent or more of the common stock. Each right will entitle stockholders to buy 1/100th of a share of preferred stock at an exercise price of $65 upon certain events.
 If, after the rights become exercisable, Mycogen Corp. is acquired in a merger or other business combination transaction, or sells 50 percent or more of its assets or earnings power, each right will entitle its holder to purchase, at the right's then-current price, a number of the acquiring company's common shares having a market value at the time of twice the right's exercise price.
 In addition, if a person or group acquires 15 percent or more of the company's outstanding common stock, otherwise than pursuant to a tender offer for all shares which is determined by the board of directors to be fair and in the best interests of the company and its stockholders, each right will entitle its holder (other than such person or members of such group) to purchase, at the right's then-current exercise price, a number of the company's common shares (or cash, other securities or property) having a market value of twice the Right's exercise price.
 Following the acquisition by a person or group of beneficial ownership of 15 percent or more of the company's common stock and prior to an acquisition of 50 percent or more of the common stock, the board of directors may exchange the rights (other than rights owned by such person or group), in whole or in part, at an exchange ratio of one share of common stock per right.
 At any time within 10 days after a person or group has acquired beneficial ownership of 15 percent or more of the company's common stock, the rights are redeemable for one cent per right at the option of the board of directors.
 The rights are intended to enable all stockholders to realize the long-term value of their investment in the company. The rights will not prevent a takeover, but should encourage anyone seeking to acquire the company to negotiate with the board prior to attempting a takeover.
 The dividend distribution will be made on March 6, 1992, payable to stockholders of record on that date. The rights will expire on March 6, 2002. The initial distribution of rights is not taxable to stockholders.
 Mycogen Corp. provides crop protection products and services. The company develops, manufactures and markets environmentally compatible products based on naturally occurring agents to control insects, parasites, weeds and other pests. Mycogen develops its products through the application of genetic engineering techniques and innovative formulations.
 -0- 2/24/92
 /CONTACT: James R. Glynn, executive VP and CFO, 619-453-8030 or


Marie C. Burke, Investor Relations, 619-453-8030, both of Mycogen Corp/
 (MYCO) CO: Mycogen Corp. ST: California IN: SU:


EH -- LA00X -- 1713 02/24/92 08:31 EST
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Date:Feb 24, 1992
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