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 OF SECURITIES 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

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1. Name and Address of Reporting Person * HYNES MARY ANN   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, GC & Corp Secr (Last) (First) (Middle) 5 WESTBROOK CORPORATE CENTER 3. Date of Earliest Transaction (Month/Day/Year) 01/27/2009 (Street) WESTCHESTER, IL 60154 4. If Amendment, Date 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 (City) (State) (Zip) 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) Code V Amount (A) or (D) Price Common Stock 01/27/2009   A(1)   14,330 A $ 0 25,152 D   Common Stock 01/27/2009   D(2)   14,122 D $ 0 11,030 D   Common Stock 01/27/2009   F(3)   208 D $ 25.28 10,822 D   Common Stock 01/27/2009   A   14,122 A $ 0 14,122 I Phantom Stock (4) Common Stock               3,062.184 (5) I By 401 (k) Plan Common Stock               2,000 I Fidelity Rollover IRA

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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 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)

$ 25.58

01/27/2009

A

21,400

(6)

01/26/2019

Common Stock

21,400

$ 0

21,400

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
HYNES MARY ANN 5 WESTBROOK CORPORATE CENTER WESTCHESTER, IL 60154			VP, GC & Corp Secr

Signatures

Mary Ann Hynes		01/28/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Shares acquired upon vesting of performance share award granted March 15, 2006. Vesting of the performance share award was based on criteria in addition to increase in the market price of Corn Products International's common stock.
(2)	Upon the vesting of the performance share award granted March 15, 2006, the reporting person deferred the receipt of 14,122 shares of common stock and received instead 14,122 shares of phantom stock pursuant to Corn Products International's deferred compensation plan. As a result, the reporting person is reporting the disposition of 14,122 shares of common stock in exchange for an equal number of shares of phantom stock.
(3)	Shares withheld to pay applicable taxes upon the vesting of performance share award granted March 15, 2006.
(4)	Each share of phantom stock represents a right to receive one share of common stock.
(5)	The information in this report is based on a plan statement dated as of December 31, 2008.
(6)	The options become exercisable in three equal annual installments beginning on January 27, 2010.

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