AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 5, 2000

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                MONSANTO COMPANY
             (Exact name of registrant as specified in its charter)


            Delaware                                      43-1878297
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of Incorporation or organization)


    800 North Lindbergh Boulevard
         St. Louis, Missouri                                 63167
(Address of Principal Executive Offices)                   (Zip Code)


                     MONSANTO 2000 MANAGEMENT INCENTIVE PLAN
                     MONSANTO COMPANY NON-EMPLOYEE DIRECTOR
                       EQUITY INCENTIVE COMPENSATION PLAN
                 MONSANTO COMPANY BROAD-BASED STOCK OPTION PLAN
                  MONSANTO COMPANY EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plans)

                            R. William Ide III, Esq.
              Senior Vice President, Secretary and General Counsel
                                Monsanto Company
                          800 North Lindbergh Boulevard
                            St. Louis, Missouri 63167
                     (Name and address of agent for service)
                                 (314) 694-1000
          (Telephone number, including area code, of agent for service)

                         Calculation of Registration Fee

<TABLE>
<CAPTION>

----------------------------------  ------------------ --------------------   ---------------------  ---------------
Title of                              Amount to be      Proposed               Proposed maximum        Amount of
securities to be                      registered        maximum offering       aggregate offering      registration
registered                            (No. of shares)   price per share (1)    price (2)               fee
----------------------------------  ------------------ --------------------   ---------------------  ---------------
<S>                                     <C>                                         <C>                  <C>
2000 Management Incentive Plan
Common Stock $.01 par value (3)         22,568,000                                  459,676,225          $121,355
----------------------------------  ------------------ --------------------   ---------------------  ---------------
Non-Employee Director Equity
Incentive Compensation Option
Plan Common Stock $.01 par
value(3)                                   (4)                                         (4)                (4)
----------------------------------  ------------------ --------------------   ---------------------  ---------------
Broad-Based Stock Option Plan,
Common Stock, $.01 par value (3)         2,677,000                                   54,904,250           $14,495
----------------------------------  ------------------ --------------------   ---------------------  ---------------
Employee Stock Purchase Plan,
Common Stock, $.01 par value (3)         1,500,000                                   35,625,000           $ 9,405
----------------------------------  ------------------ --------------------   ---------------------  ---------------
                                                                          Aggregate Registration Fee   $ 145,255.00

<FN>

(1)  Omitted pursuant to Rule 457(o) under the Securities Act of 1933.


(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457(c) and Rule  457(h).  The  proposed  maximum  offering
     price per share represents the weighted average exercise price of currently
     outstanding options under the Monsanto 2000 Management  Incentive Plan, the
     Monsanto Company Non-Employee Director Equity Incentive  Compensation Plan,
     and the Monsanto Company  Broad-Based  Stock Option Plan and the average of
     the high and low  prices of the  Common  Stock on  November  28,  2000,  as
     reported  in The  Wall  Street  Journal  for the New  York  Stock  Exchange
     Composite  Transactions,  for the shares  reserved for  issuance  under the
     Monsanto 2000 Management  Incentive Plan, the Monsanto Company Non-Employee
     Director  Equity   Incentive   Compensation   Plan,  the  Monsanto  Company
     Broad-Based  Stock  Option Plan and the  Monsanto  Company  Employee  Stock
     Purchase Plan.

(3)  This  Registration  Statement also covers such additional  shares of Common
     Stock as may be issuable pursuant to antidilution  provisions.  Pursuant to
     Rule 416(a) of the  Securities Act of 1933, as amended,  this  Registration
     Statement shall also cover any additional shares of the Registrant's Common
     Stock that become  issuable  under the Monsanto 2000  Management  Incentive
     Plan,  the  Monsanto   Company   Non-Employee   Director  Equity  Incentive
     Compensation  Plan, the Monsanto Company  Broad-Based Stock Option Plan and
     the Monsanto  Company  Employee  Stock Purchase Plan by reason of any stock
     dividend,  stock  split,  recapitalization  or  other  similar  transaction
     effected without receipt of consideration  that increases the number of the
     Registrant's outstanding shares of Common Stock.

(4)  Shares  issuable  under  the   Non-Employee   Director   Equity   Incentive
     Compensation  Plan will be automatically  granted under the 2000 Management
     Incentive Plan;  accordingly,  no separate registration fee is payable with
     respect to the Non-Employee Director Equity Incentive Compensation Plan.

</FN>
</TABLE>

                                       2
<PAGE>



                                     Part I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I of Form S-8 will be
sent or given to  participating  employees as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the  "Securities  Act").  Such documents are
not  being  filed  with  or  included  in  this   registration   statement   (by
incorporation  by  reference  or  otherwise)  in  accordance  with the rules and
regulations  of the  Securities  and  Exchange  Commission  (the  "SEC").  These
documents and the documents  incorporated  by reference  into this  registration
statement  pursuant to Item 3 of Part II of this Registration  Statement,  taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act.

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The  following  documents,  which  have  been  filed  by  Monsanto  Company
(hereinafter  referred to as the "Company" or "registrant")  with the Securities
and Exchange  Commission  (the "SEC") pursuant to the Securities Act of 1933, as
amended (the  "Securities  Act"), are incorporated by reference herein and shall
be deemed to be a part hereof:

     (a)  The Company's  latest  prospectus  filed pursuant to Rule 424(b) filed
          with the Securities and Exchange  Commission on October 18, 2000 which
          contains  (i) the  audited  statement  of  financial  position  of the
          Company as of February 9, 2000 (date of  inception);  (ii) the audited
          statement  of  combined  financial  position of the  Monsanto  Company
          Agricultural Business as of December 31, 1999 and 1998 and the related
          statements  of  combined  income  (loss),   cash  flows,   equity  and
          comprehensive  income  (loss) for each of the years in the  three-year
          period  ended  December  31, 1999;  (iii) the  unaudited  statement of
          financial  position  of the  Company  as of June  30,  2000;  (iv) the
          unaudited  statement  of combined  financial  position of the Monsanto
          Company  Agricultural  Business as of June 30,  2000,  and the related
          statements of combined income and cash flows for the six-month  period
          ended June 30, 2000 and 1999; and (v) the pro forma condensed combined
          financial statements of the Monsanto Company Agricultural  Business as
          of and for the  six-month  period ended June 30, 2000 and for the year
          ended December 31, 1999;

     (b)  The  Company's  Quarterly  Report on Form 10-Q for the  period  ending
          September 30, 2000 (File No. 000-16167); and

                                       3
<PAGE>

     (c)  The description of the Registrant's  common stock,  which is contained
          in the Registration  Statement on Form 8-A (No. 000-16167),  dated and
          filed on October 10, 2000, including any amendment or report filed for
          the purpose of updating such description.

     All other  documents  filed by the Company with the Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  subsequent  to the  date of this  Registration
Statement  and  prior  to the  filing  of a  post-effective  amendment  to  this
Registration  Statement  which indicates that all securities  offered  hereunder
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference in this Registration  Statement and to
be a part hereof from the date of filing of such documents (such documents,  and
the documents  enumerated above,  being hereinafter  referred to collectively as
the "Incorporated Documents").

     Any statement  contained in an Incorporated  Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that  a  statement   contained  herein  or  in  any  other   subsequently  filed
Incorporated Document modifies or supersedes such statement.  Any such statement
so  modified  or  superseded  shall  not be  deemed,  except as so  modified  or
superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

The  legality  of the  Common  Stock to be issued  pursuant  to the Plan will be
passed  upon for the  Company by R.  William  Ide III,  Senior  Vice  President,
Secretary and General Counsel of the Company, who beneficially owns 2,500 shares
of common stock.

Item 6. Indemnification of Directors and Officers.

     Section  145 of the  General  Corporation  Law of  the  State  of  Delaware
provides as follows:

          A  corporation  may  indemnify  any person who was or is a party or is
     threatened  to be made a party  to any  threatened,  pending  or  completed
     action,  suit or proceeding,  whether civil,  criminal,  administrative  or
     investigative  (other than an action by or in the right of the corporation)
     by reason of the fact that he is or was a  director,  officer,  employee or
     agent  of the  corporation,  or is or was  serving  at the  request  of the
     corporation  as  a  director,   officer,   employee  or  agent  of  another
     corporation, partnership, joint venture, trust or other enterprise, against
     expenses (including attorneys' fees), judgments,  fines and amounts paid in

                                       4
<PAGE>

     settlement  actually and reasonably incurred by him in connection with such
     action,  suit or  proceeding  if he acted in good  faith and in a manner he
     reasonably  believed  to be in or not  opposed to the best  interest of the
     corporation, and, with respect to any criminal action or proceeding, had no
     reasonable  cause to believe his conduct was unlawful.  The  termination of
     any action, suit or proceeding by judgment,  order, settlement,  conviction
     or upon a plea of nolo contendere or its equivalent,  shall not, of itself,
     create a  presumption  that the  person  did not act in good faith and in a
     manner  which he  reasonably  believed  to be in or not opposed to the best
     interests of the  corporation,  and, with respect to any criminal action or
     proceeding, had reasonable cause to believe that his conduct was unlawful.

     A  corporation  may  indemnify  any  person  who  was or is a  party  or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise against expenses (including attorneys' fees)
actually  and  reasonably  incurred  by him in  connection  with the  defense or
settlement  of such  action or suit if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation and except that no  indemnification  shall be made in respect to any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper.

     As permitted by the DGCL, the Registrant has included in its certificate of
incorporation  a provision to eliminate the personal  liability of its directors
for monetary damages for breach of their fiduciary duties as directors,  subject
to  certain   exceptions.   In  addition,   the   Registrant's   certificate  of
incorporation  and bylaws  provide that the  Registrant is required to indemnify
its  officers  and  directors  under  certain  circumstances,   including  those
circumstances in which indemnification would otherwise be discretionary, and the
Registrant  is required to advance  expenses to its  officers  and  directors as
incurred  in  connection  with  proceedings  against  them for which they may be
indemnified.

     Either the Registrant and/or Pharmacia  Corporation  maintain directors and
officers liability  insurance for the benefit of the Registrant's  directors and
officers.

Item 7. Exemption from Registration Claimed.

Not applicable.


                                       5
<PAGE>


Item 8. Exhibits.

See Exhibit Index at page 10.

Item 9. Undertakings.

(a)  The undersigned Registrant hereby undertakes:

     (1)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement:

          (i)  To include any  prospectus  required  by Section  10(a)(3) of the
               Securities Act;

          (ii) To reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  registration  statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information   set   forth   in   the   registration    statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the  changes  in volume  and price  represent  no more than a 20%
               change in the maximum  aggregate  offering price set forth in the
               "Calculation  of   Registration   Fee"  table  in  the  effective
               registration statement; and

          (iii)To include any material  information  with respect to the plan of
               distribution   not  previously   disclosed  in  the  registration
               statement  or any  material  change  to such  information  in the
               registration statement;

          provided  however,  that  paragraphs  (a)(l)(i) and (a)(l)(ii) of this
          section do not apply if this  registration  statement  is on Form S-3,
          Form S-8 or Form F-3, and the information required to be included in a
          post-effective  amendment by those paragraphs is contained in periodic
          reports filed with or furnished to the  Commission  by the  Registrant
          pursuant to Section 13 or Section  15(d) of the  Exchange Act that are
          incorporated by reference in this registration statement;

     (2)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act, each such post-effective  amendment shall be deemed to
          be a new  registration  statement  relating to the securities  offered


                                       6
<PAGE>

          therein,  and the  offering of such  securities  at that time shall be
          deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination of the offering.

                                     * * *

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
     determining  any  liability  under the  Securities  Act, each filing of the
     Registrant's  annual  report  pursuant to Section 13(a) or Section 15(d) of
     the Exchange Act (and, where applicable, each filing of an employee benefit
     plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
     incorporated by reference in this registration statement shall be deemed to
     be a new registration statement relating to the securities offered therein,
     and the offering of such  securities at that time shall be deemed to be the
     initial bona fide offering thereof.

                                     * * *

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to  directors,  officers  and  controlling  persons of the
     Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
     Registrant   has  been  advised  that  in  the  opinion  of  the  SEC  such
     indemnification is against public policy as expressed in the Securities Act
     and  is,  therefore,   unenforceable.   In  the  event  that  a  claim  for
     indemnification  against  such  liabilities  (other than the payment by the
     Registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
     controlling  person of the  Registrant  in the  successful  defense  of any
     action,  suit or  proceeding)  is  asserted  by such  director,  officer or
     controlling person in connection with the securities being registered,  the
     Registrant  will,  unless in the opinion of its counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as expressed in the  Securities  Act and will be governed by
     the final adjudication of such issue.


                                       7
<PAGE>


                                   SIGNATURES

Pursuant to the  requirements  of the Securities  Act, the Registrant  certifies
that it has reasonable  grounds to believe that it meets all of the requirements
for filing on Form S-8,  and has duly caused this  Registration  Statement to be
signed on its  behalf by the  undersigned,  thereunto  duly  authorized,  in the
County of St.  Louis,  and the State of  Missouri,  on this 5th day of December,
2000.

                                   MONSANTO COMPANY
                                   (Registrant)

                                   By:    /s/ R. William Ide III
                                          -------------------------------------
                                   Name:  R. William Ide III
                                   Title: Senior Vice President, Secretary
                                          and General Counsel

     Pursuant to the  requirements  of the  Securities  Act,  this  registration
statement has been signed by the following  persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>

        Signature                        Title                                    Date
        ---------                        -----                                    ----
   <S>                             <C>                                        <C>
              *                    Chairman and Director                      December 5, 2000
----------------------------
   (Frank V. AtLee III)

              *                    President and Chief Executive Officer      December 5, 2000
----------------------------       (Principal Executive Officer)
   (Hendrik A. Verfaillie)

              *                    Director                                   December 5, 2000
----------------------------
   (Hakan Astrom)

              *                    Director                                   December 5, 2000
----------------------------
   (Christopher J. Coughlin)

              *                    Director                                   December 5, 2000
----------------------------
   (Michael Kantor)

              *                    Director                                   December 5, 2000
----------------------------
   (C. Steven McMillan)

              *                    Director                                   December 5, 2000
----------------------------
   (William U. Parfet)

              *                    Director                                   December 5, 2000
----------------------------
   (John S. Reed)

              *                    Executive Vice President and               December 5, 2000
----------------------------       Chief Financial Officer
   (Terrell K. Crews)              (Principal Financial Officer)


              *                    Vice President and Controller              December 5, 2000
----------------------------       (Principal Accounting Officer)
   (Curt Tomlin)


                                       8
<PAGE>

<FN>

*    Michael D. Bryan,  by signing his name hereto,  does sign this  document on
     behalf of the above noted individuals,  pursuant to powers of attorney duly
     executed  by such  individuals  which have been filed as an Exhibit to this
     Registration Statement.

</FN>
</TABLE>


                                       /s/ Michael D. Bryan
                                       --------------------

                                  By:  Michael D. Bryan
                                       Attorney-in-Fact



                                       9
<PAGE>


                                  EXHIBIT INDEX

 Exhibit No.   Description
 -----------   -----------

     3.1       Amended and Restated  Certificate  of  Incorporation(incorporated
               herein by reference to Exhibit 3.1 to the Registration  Statement
               on Form S-1, as amended (File No. 333-36956))

     3.2       Amended and Restated  Bylaws(incorporated  herein by reference to
               Exhibit 3.2 to the Registration Statement on Form S-1, as amended
               (File No. 333-36956))

     4.1       Form of Specimen  Certificate  of the  Registrant's  Common Stock
               (incorporated   herein  by   reference  to  Exhibit  4.1  to  the
               Registration   Statement  on  Form  S-1,  as  amended  (File  No.
               333-36956))

     5.1       Opinion re: legality

    10.1       Monsanto 2000 Management  Incentive  Plan(incorporated  herein by
               reference to Exhibit 10.1 to the  Registration  Statement on Form
               S-1, as amended (File No. 333-36956))

    10.2       Non-Employee     Director    Equity    Incentive     Compensation
               Plan(incorporated  herein by  reference  to  Exhibit  10.2 to the
               Registration   Statement  on  Form  S-1,  as  amended  (File  No.
               333-36956))

    10.3       Monsanto Broad-Based Stock Option Plan

    10.4       Monsanto Employee Stock Purchase Plan

    15.1       Letter re Unaudited Interim Financial Information.

    23.1       Consent of Deloitte & Touche

    23.2       Consent of Company Counsel (See Exhibit 5)

    24.1       Powers of Attorney


                                       10
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 5, 2000

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                MONSANTO COMPANY
             (Exact name of registrant as specified in its charter)

            Delaware                                      43-1878297
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of Incorporation or organization)

    800 North Lindbergh Boulevard
         St. Louis, Missouri                                 63167
(Address of Principal Executive Offices)                   (Zip Code)

                     MONSANTO 2000 MANAGEMENT INCENTIVE PLAN
                     MONSANTO COMPANY NON-EMPLOYEE DIRECTOR
                       EQUITY INCENTIVE COMPENSATION PLAN
                 MONSANTO COMPANY BROAD-BASED STOCK OPTION PLAN
                  MONSANTO COMPANY EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plans)

                            R. William Ide III, Esq.
              Senior Vice President, Secretary and General Counsel
                                Monsanto Company
                          800 North Lindbergh Boulevard
                            St. Louis, Missouri 63167
                     (Name and address of agent for service)
                                 (314) 694-1000
          (Telephone number, including area code, of agent for service)

                         Calculation of Registration Fee
----------------------------------  ------------------ --------------------   ---------------------  ---------------
Title of                              Amount to be      Proposed               Proposed maximum        Amount of
securities to be                      registered        maximum offering       aggregate offering      registration
registered                            (No. of shares)   price per share (1)    price (2)               fee
----------------------------------  ------------------ --------------------   ---------------------  ---------------
2000 Management Incentive Plan
Common Stock $.01 par value (3)         22,568,000                                  459,676,225          $121,355
----------------------------------  ------------------ --------------------   ---------------------  ---------------
Non-Employee Director Equity
Incentive Compensation Option
Plan Common Stock $.01 par
value(3)                                   (4)                                         (4)                (4)
----------------------------------  ------------------ --------------------   ---------------------  ---------------
Broad-Based Stock Option Plan,
Common Stock, $.01 par value (3)         2,677,000                                   54,904,250           $14,495
----------------------------------  ------------------ --------------------   ---------------------  ---------------
Employee Stock Purchase Plan,
Common Stock, $.01 par value (3)         1,500,000                                   35,625,000           $ 9,405
----------------------------------  ------------------ --------------------   ---------------------  ---------------
                                                                          Aggregate Registration Fee   $ 145,255.00
(1)  Omitted pursuant to Rule 457(o) under the Securities Act of 1933.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457(c) and Rule  457(h).  The  proposed  maximum  offering
     price per share represents the weighted average exercise price of currently
     outstanding options under the Monsanto 2000 Management  Incentive Plan, the
     Monsanto Company Non-Employee Director Equity Incentive  Compensation Plan,
     and the Monsanto Company  Broad-Based  Stock Option Plan and the average of
     the high and low  prices of the  Common  Stock on  November  28,  2000,  as
     reported  in The  Wall  Street  Journal  for the New  York  Stock  Exchange
     Composite  Transactions,  for the shares  reserved for  issuance  under the
     Monsanto 2000 Management  Incentive Plan, the Monsanto Company Non-Employee
     Director  Equity   Incentive   Compensation   Plan,  the  Monsanto  Company
     Broad-Based  Stock  Option Plan and the  Monsanto  Company  Employee  Stock
     Purchase Plan.

(3)  This  Registration  Statement also covers such additional  shares of Common
     Stock as may be issuable pursuant to antidilution  provisions.  Pursuant to
     Rule 416(a) of the  Securities Act of 1933, as amended,  this  Registration
     Statement shall also cover any additional shares of the Registrant's Common
     Stock that become  issuable  under the Monsanto 2000  Management  Incentive
     Plan,  the  Monsanto   Company   Non-Employee   Director  Equity  Incentive
     Compensation  Plan, the Monsanto Company  Broad-Based Stock Option Plan and
     the Monsanto  Company  Employee  Stock Purchase Plan by reason of any stock
     dividend,  stock  split,  recapitalization  or  other  similar  transaction
     effected without receipt of consideration  that increases the number of the
     Registrant's outstanding shares of Common Stock.

(4)  Shares  issuable  under  the   Non-Employee   Director   Equity   Incentive
     Compensation  Plan will be automatically  granted under the 2000 Management
     Incentive Plan;  accordingly,  no separate registration fee is payable with
     respect to the Non-Employee Director Equity Incentive Compensation Plan.
2
Part I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I of Form S-8 will be
sent or given to  participating  employees as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the  "Securities  Act").  Such documents are
not  being  filed  with  or  included  in  this   registration   statement   (by
incorporation  by  reference  or  otherwise)  in  accordance  with the rules and
regulations  of the  Securities  and  Exchange  Commission  (the  "SEC").  These
documents and the documents  incorporated  by reference  into this  registration
statement  pursuant to Item 3 of Part II of this Registration  Statement,  taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act.

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The  following  documents,  which  have  been  filed  by  Monsanto  Company
(hereinafter  referred to as the "Company" or "registrant")  with the Securities
and Exchange  Commission  (the "SEC") pursuant to the Securities Act of 1933, as
amended (the  "Securities  Act"), are incorporated by reference herein and shall
be deemed to be a part hereof:

     (a)  The Company's  latest  prospectus  filed pursuant to Rule 424(b) filed
          with the Securities and Exchange  Commission on October 18, 2000 which
          contains  (i) the  audited  statement  of  financial  position  of the
          Company as of February 9, 2000 (date of  inception);  (ii) the audited
          statement  of  combined  financial  position of the  Monsanto  Company
          Agricultural Business as of December 31, 1999 and 1998 and the related
          statements  of  combined  income  (loss),   cash  flows,   equity  and
          comprehensive  income  (loss) for each of the years in the  three-year
          period  ended  December  31, 1999;  (iii) the  unaudited  statement of
          financial  position  of the  Company  as of June  30,  2000;  (iv) the
          unaudited  statement  of combined  financial  position of the Monsanto
          Company  Agricultural  Business as of June 30,  2000,  and the related
          statements of combined income and cash flows for the six-month  period
          ended June 30, 2000 and 1999; and (v) the pro forma condensed combined
          financial statements of the Monsanto Company Agricultural  Business as
          of and for the  six-month  period ended June 30, 2000 and for the year
          ended December 31, 1999;

     (b)  The  Company's  Quarterly  Report on Form 10-Q for the  period  ending
          September 30, 2000 (File No. 000-16167); and

                                       3
(c)  The description of the Registrant's  common stock,  which is contained
          in the Registration  Statement on Form 8-A (No. 000-16167),  dated and
          filed on October 10, 2000, including any amendment or report filed for
          the purpose of updating such description.

     All other  documents  filed by the Company with the Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  subsequent  to the  date of this  Registration
Statement  and  prior  to the  filing  of a  post-effective  amendment  to  this
Registration  Statement  which indicates that all securities  offered  hereunder
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference in this Registration  Statement and to
be a part hereof from the date of filing of such documents (such documents,  and
the documents  enumerated above,  being hereinafter  referred to collectively as
the "Incorporated Documents").

     Any statement  contained in an Incorporated  Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that  a  statement   contained  herein  or  in  any  other   subsequently  filed
Incorporated Document modifies or supersedes such statement.  Any such statement
so  modified  or  superseded  shall  not be  deemed,  except as so  modified  or
superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

The  legality  of the  Common  Stock to be issued  pursuant  to the Plan will be
passed  upon for the  Company by R.  William  Ide III,  Senior  Vice  President,
Secretary and General Counsel of the Company, who beneficially owns 2,500 shares
of common stock.

Item 6. Indemnification of Directors and Officers.

     Section  145 of the  General  Corporation  Law of  the  State  of  Delaware
provides as follows:

          A  corporation  may  indemnify  any person who was or is a party or is
     threatened  to be made a party  to any  threatened,  pending  or  completed
     action,  suit or proceeding,  whether civil,  criminal,  administrative  or
     investigative  (other than an action by or in the right of the corporation)
     by reason of the fact that he is or was a  director,  officer,  employee or
     agent  of the  corporation,  or is or was  serving  at the  request  of the
     corporation  as  a  director,   officer,   employee  or  agent  of  another
     corporation, partnership, joint venture, trust or other enterprise, against
     expenses (including attorneys' fees), judgments,  fines and amounts paid in

                                       4
settlement  actually and reasonably incurred by him in connection with such
     action,  suit or  proceeding  if he acted in good  faith and in a manner he
     reasonably  believed  to be in or not  opposed to the best  interest of the
     corporation, and, with respect to any criminal action or proceeding, had no
     reasonable  cause to believe his conduct was unlawful.  The  termination of
     any action, suit or proceeding by judgment,  order, settlement,  conviction
     or upon a plea of nolo contendere or its equivalent,  shall not, of itself,
     create a  presumption  that the  person  did not act in good faith and in a
     manner  which he  reasonably  believed  to be in or not opposed to the best
     interests of the  corporation,  and, with respect to any criminal action or
     proceeding, had reasonable cause to believe that his conduct was unlawful.

     A  corporation  may  indemnify  any  person  who  was or is a  party  or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise against expenses (including attorneys' fees)
actually  and  reasonably  incurred  by him in  connection  with the  defense or
settlement  of such  action or suit if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation and except that no  indemnification  shall be made in respect to any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper.

     As permitted by the DGCL, the Registrant has included in its certificate of
incorporation  a provision to eliminate the personal  liability of its directors
for monetary damages for breach of their fiduciary duties as directors,  subject
to  certain   exceptions.   In  addition,   the   Registrant's   certificate  of
incorporation  and bylaws  provide that the  Registrant is required to indemnify
its  officers  and  directors  under  certain  circumstances,   including  those
circumstances in which indemnification would otherwise be discretionary, and the
Registrant  is required to advance  expenses to its  officers  and  directors as
incurred  in  connection  with  proceedings  against  them for which they may be
indemnified.

     Either the Registrant and/or Pharmacia  Corporation  maintain directors and
officers liability  insurance for the benefit of the Registrant's  directors and
officers.

Item 7. Exemption from Registration Claimed.

Not applicable.

                                       5
Item 8. Exhibits.

See Exhibit Index at page 10.

Item 9. Undertakings.

(a)  The undersigned Registrant hereby undertakes:

     (1)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement:

          (i)  To include any  prospectus  required  by Section  10(a)(3) of the
               Securities Act;

          (ii) To reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  registration  statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information   set   forth   in   the   registration    statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the  changes  in volume  and price  represent  no more than a 20%
               change in the maximum  aggregate  offering price set forth in the
               "Calculation  of   Registration   Fee"  table  in  the  effective
               registration statement; and

          (iii)To include any material  information  with respect to the plan of
               distribution   not  previously   disclosed  in  the  registration
               statement  or any  material  change  to such  information  in the
               registration statement;

          provided  however,  that  paragraphs  (a)(l)(i) and (a)(l)(ii) of this
          section do not apply if this  registration  statement  is on Form S-3,
          Form S-8 or Form F-3, and the information required to be included in a
          post-effective  amendment by those paragraphs is contained in periodic
          reports filed with or furnished to the  Commission  by the  Registrant
          pursuant to Section 13 or Section  15(d) of the  Exchange Act that are
          incorporated by reference in this registration statement;

     (2)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act, each such post-effective  amendment shall be deemed to
          be a new  registration  statement  relating to the securities  offered

                                       6
therein,  and the  offering of such  securities  at that time shall be
          deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination of the offering.

                                     * * *

(b)  The  undersigned   Registrant  hereby  undertakes  that,  for  purposes  of
     determining  any  liability  under the  Securities  Act, each filing of the
     Registrant's  annual  report  pursuant to Section 13(a) or Section 15(d) of
     the Exchange Act (and, where applicable, each filing of an employee benefit
     plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
     incorporated by reference in this registration statement shall be deemed to
     be a new registration statement relating to the securities offered therein,
     and the offering of such  securities at that time shall be deemed to be the
     initial bona fide offering thereof.

                                     * * *

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to  directors,  officers  and  controlling  persons of the
     Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
     Registrant   has  been  advised  that  in  the  opinion  of  the  SEC  such
     indemnification is against public policy as expressed in the Securities Act
     and  is,  therefore,   unenforceable.   In  the  event  that  a  claim  for
     indemnification  against  such  liabilities  (other than the payment by the
     Registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
     controlling  person of the  Registrant  in the  successful  defense  of any
     action,  suit or  proceeding)  is  asserted  by such  director,  officer or
     controlling person in connection with the securities being registered,  the
     Registrant  will,  unless in the opinion of its counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as expressed in the  Securities  Act and will be governed by
     the final adjudication of such issue.

                                       7
SIGNATURES

Pursuant to the  requirements  of the Securities  Act, the Registrant  certifies
that it has reasonable  grounds to believe that it meets all of the requirements
for filing on Form S-8,  and has duly caused this  Registration  Statement to be
signed on its  behalf by the  undersigned,  thereunto  duly  authorized,  in the
County of St.  Louis,  and the State of  Missouri,  on this 5th day of December,
2000.

                                   MONSANTO COMPANY
                                   (Registrant)

                                   By:    /s/ R. William Ide III
                                          -------------------------------------
                                   Name:  R. William Ide III
                                   Title: Senior Vice President, Secretary
                                          and General Counsel

     Pursuant to the  requirements  of the  Securities  Act,  this  registration
statement has been signed by the following  persons in the capacities and on the
dates indicated.
Signature                        Title                                    Date
        ---------                        -----                                    ----
*                    Chairman and Director                      December 5, 2000
----------------------------
   (Frank V. AtLee III)

              *                    President and Chief Executive Officer      December 5, 2000
----------------------------       (Principal Executive Officer)
   (Hendrik A. Verfaillie)

              *                    Director                                   December 5, 2000
----------------------------
   (Hakan Astrom)

              *                    Director                                   December 5, 2000
----------------------------
   (Christopher J. Coughlin)

              *                    Director                                   December 5, 2000
----------------------------
   (Michael Kantor)

              *                    Director                                   December 5, 2000
----------------------------
   (C. Steven McMillan)

              *                    Director                                   December 5, 2000
----------------------------
   (William U. Parfet)

              *                    Director                                   December 5, 2000
----------------------------
   (John S. Reed)

              *                    Executive Vice President and               December 5, 2000
----------------------------       Chief Financial Officer
   (Terrell K. Crews)              (Principal Financial Officer)

              *                    Vice President and Controller              December 5, 2000
----------------------------       (Principal Accounting Officer)
   (Curt Tomlin)

                                       8
*    Michael D. Bryan,  by signing his name hereto,  does sign this  document on
     behalf of the above noted individuals,  pursuant to powers of attorney duly
     executed  by such  individuals  which have been filed as an Exhibit to this
     Registration Statement.
/s/ Michael D. Bryan
                                       --------------------

                                  By:  Michael D. Bryan
                                       Attorney-in-Fact

                                       9
EXHIBIT INDEX

 Exhibit No.   Description
 -----------   -----------

     3.1       Amended and Restated  Certificate  of  Incorporation(incorporated
               herein by reference to Exhibit 3.1 to the Registration  Statement
               on Form S-1, as amended (File No. 333-36956))

     3.2       Amended and Restated  Bylaws(incorporated  herein by reference to
               Exhibit 3.2 to the Registration Statement on Form S-1, as amended
               (File No. 333-36956))

     4.1       Form of Specimen  Certificate  of the  Registrant's  Common Stock
               (incorporated   herein  by   reference  to  Exhibit  4.1  to  the
               Registration   Statement  on  Form  S-1,  as  amended  (File  No.
               333-36956))

     5.1       Opinion re: legality

    10.1       Monsanto 2000 Management  Incentive  Plan(incorporated  herein by
               reference to Exhibit 10.1 to the  Registration  Statement on Form
               S-1, as amended (File No. 333-36956))

    10.2       Non-Employee     Director    Equity    Incentive     Compensation
               Plan(incorporated  herein by  reference  to  Exhibit  10.2 to the
               Registration   Statement  on  Form  S-1,  as  amended  (File  No.
               333-36956))

    10.3       Monsanto Broad-Based Stock Option Plan

    10.4       Monsanto Employee Stock Purchase Plan

    15.1       Letter re Unaudited Interim Financial Information.

    23.1       Consent of Deloitte & Touche

    23.2       Consent of Company Counsel (See Exhibit 5)

    24.1       Powers of Attorney

                                       10