As filed with the Securities and Exchange Commission on June 28, 2001
                                               Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    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 of                (I.R.S. Employer
     incorporation or organization)             Identification Number)

                          800 NORTH LINDBERGH BOULEVARD
                            ST. LOUIS, MISSOURI 63167
              (Address of registrant's principal executive offices)
                             ----------------------

            Monsanto Company ERISA Parity Savings and Investment Plan
                              (Full title of plan)

                                Charles W. Burson
             Executive Vice President, Secretary and General Counsel
                                Monsanto Company
                          800 North Lindbergh Boulevard
                            St. Louis, Missouri 63167
                                 (314) 694-1000
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------------------------------------ ----------------------------------- ---------------------------
                      Title of                                  Proposed Maximum                   Amount of
            Securities To Be Registered                    Aggregate Offering Price (1)          Registration Fee
------------------------------------------------------ ----------------------------------- ---------------------------
<S>                                                               <C>                              <C>
Savings and Investment Plan Obligations (2)........               $24,000,000                      $6,000.00
------------------------------------------------------ ----------------------------------- ---------------------------
</TABLE>
(1)  Estimated solely for the purpose of calculating the registration fee, which
     is calculated in accordance Rule 457(o).
(2)  The Savings and Investment Plan  Obligations  are unsecured  obligations of
     Monsanto Company to pay deferred  compensation in accordance with the terms
     of  the  Monsanto   Company  ERISA  Parity  Savings  and  Investment  Plan.
================================================================================

<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

     The following  documents filed by Monsanto Company (the  "Registrant") with
the Securities and Exchange Commission ("SEC") under SEC File Number 1-16167 are
hereby incorporated by reference in this registration  statement and made a part
hereof:

     (a)  Registrant's  Annual  Report on Form 10-K for the year ended  December
          31, 2000;

     (b)  Registrant's Quarterly Report on Form 10-Q for the quarter ended March
          31, 2001;

     (c)  Exhibit 99.1 to Item 7(c) of Registrant's  Current Report on Form 8-K,
          dated February 6, 2001, filed with the SEC on February 6, 2001; and

     (d)  Registrant's  Definitive  Proxy  Statement for its 2001 Annual Meeting
          filed with the SEC on March 16, 2001.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities  Exchange Act of 1934 (the "Exchange Act") after the
date of this Registration  Statement and prior to the filing of a post-effective
amendment to this  Registration  Statement  which indicates that all Savings and
Investment Plan Obligations (the "Obligations") registered hereby have been sold
or which deregisters the Obligations 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
listed above, being hereinafter  referred to as "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.

     The  Obligations  are  unsecured  obligations  of  the  Registrant  to  pay
employees'  compensation which has been deferred under the terms of the Monsanto
Company ERISA Parity Savings and Investment  Plan (the "Plan").  The Obligations
rank equally with all other  unsecured and  unsubordinated  indebtedness  of the
Registrant.

     Compensation deferred ("Employee Deferrals") by a participating employee (a
"Participant"),  together with any employer contribution ("Employer Match"), are
held  in  the  general  funds  of the  Registrant.  The  Registrant  establishes

                                       1
<PAGE>
individual  bookkeeping  accounts for each Participant.  Employee  Deferrals are
allocated to a Participant's accounts in accordance with investment alternatives
selected by the Participant and the terms of the Plan.  Investment  alternatives
include (i) two stock  accounts  (one for Employee  Deferrals  and the other for
Employer  Match) treated as though  invested in the common stock of Registrant's
principal  stockholder,   Pharmacia  Corporation  ("Stock  Accounts")  and  (ii)
accounts treated as though invested in certain pre-mixed diversified  portfolios
or  managed  investment  funds  specified  in the  Plan.  Employer  Matches  are
automatically  treated  as  invested  in one of the Stock  Accounts,  subject to
certain exceptions.  Employee Deferrals and Employer Matches treated as invested
in  the  Stock  Accounts  accrue  dividend   equivalents  that  are  treated  as
reinvested. A Participant's Stock Accounts reflect, in all other respects, share
ownership  for events such as a stock  split,  but a  Participant  has no voting
rights.

     Neither  the   establishment   of  individual   bookkeeping   accounts  for
Participants  nor the  allocation  or  reservation  by  Registrant of funds with
respect  to such  accounts  shall be  deemed  to have  created  a trust,  and no
Participant   shall  have  an  ownership   interest  in  any  such  account.   A
Participant's   rights  to  any  amounts   credited  to  his  accounts  are  not
transferable or assignable.

     Obligations  are  not  subject  to  redemption,  in  whole  or in  part  by
Participants, except upon termination of employment or death as specified in the
Plan.  The  Registrant  reserves  the right to  amend,  merge,  consolidate,  or
terminate  the Plan at any time,  except  that such action  shall not  adversely
affect the amount that any Participant is entitled to receive.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

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 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

                                       2
<PAGE>
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.

     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

Item 8.  Exhibits.

4.1  Monsanto Company ERISA Parity Savings and Investment Plan

5.1  Opinion of Sonnenschein Nath & Rosenthal

23.1 Consent of Deloitte & Touche LLP

23.2 Consent of Sonnenschein Nath & Rosenthal (reference is made to Exhibit
     5.1 hereto)

                                       3
<PAGE>
24.1 Power of Attorney

Item 9.  Undertakings.

(a)  The Registrant hereby undertakes:

     (1)  To file,  during any period in which offers or sales are being made of
          the securities  registered hereby, a post-effective  amendment to this
          Registration Statement;

          (i)  to include any  prospectus  required  by Section  10(a)(3) of the
               Securities Act of 1933 (the "Securities Act");

          (ii) to reflect in the  prospectus  any facts or events  arising after
               the effective  date of this  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 this Registration Statement; and

          (iii)to include any material  information  with respect to the plan of
               distribution  not  previously   disclosed  in  this  Registration
               Statement  or any  material  change to such  information  in this
               Registration Statement;

          provided,  however,  that the undertakings set forth in paragraphs (i)
          and (ii) above do not apply if the information required to be included
          in a  post-effective  amendment  by those  paragraphs  is contained in
          periodic  reports  filed 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
          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  hereby which remain unsold at the
          termination of the offering.

(b)  The Registrant  hereby  undertakes  that,  for purposes of determining  any
     liability  under the  Securities  Act, each filing of  Registrant's  annual
     report  pursuant to Section 13(a) or 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
     herein, and the offering of such securities at that time shall be deemed to
     be the initial bona fide offering thereof.

     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   provisions  of  the  restated   certificate  of
incorporation  and by-laws of the  Registrant and the provisions of the Delaware
law described  under Item 6 above,  the  Registrant has been advised that in the
opinion of the  Securities  and  Exchange  Commission  such  indemnification  is

                                       4
<PAGE>
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.

                                       5

<PAGE>

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  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 City of St.  Louis,  State of  Missouri,  on the 28th day of
June, 2001.

                                 Monsanto Company

                                 By:      /s/Hendrik A. Verfaillie
                                    --------------------------------------------
                                    Name: Hendrik A. Verfaillie
                                    Title: President And Chief Executive Officer


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on the dates indicated.

<TABLE>
<CAPTION>
                 Signature                                            Title                                     Date
                 ---------                                            -----                                     ----
<S>                                             <C>                                                        <C>

                  *                             Chairman of the Board and Director                         June 28, 2001
------------------------------------
     Frank V. Atlee III

/s/Hendrik A. Verfaillie                        President, Chief Executive Officer and Director            June 28, 2001
------------------------------------
     Hendrik A. Verfaillie                      (Principal Executive Officer)

                  *                             Director                                                   June 28, 2001
------------------------------------
     Hakan Astrom

                  *                             Director                                                   June 28, 2001
------------------------------------
     Christopher J. Coughlin

                  *                             Director                                                   June 28, 2001
------------------------------------
     Michael Kantor

                  *                             Director                                                   June 28, 2001
------------------------------------
     C. Steven McMillan

                  *                             Director                                                   June 28, 2001
------------------------------------
     William U. Parfet

                  *                             Director                                                   June 28, 2001
------------------------------------
     John S. Reed

                  *                             Executive Vice President and Chief Financial               June 28, 2001
------------------------------------
     Terrell K. Crews                           Officer (Principal Financial Officer)

                  *                             Vice President and Controller (Principal                   June 28, 2001
------------------------------------
     Curt Tomlin                                Accounting Officer)

</TABLE>

*    Michael L. DeCamp,  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 L. DeCamp
                                            ------------------------------------
                                            By:  Michael L. DeCamp
                                                 Attorney-in-Fact

                                       6
<PAGE>
                                  EXHIBIT INDEX


Exhibit Number                    Description
--------------                    -----------

        4.1         Monsanto Company ERISA Parity Savings and Investment Plan
        5.1         Opinion of Sonnenschein Nath & Rosenthal
       23.1         Consent of Deloitte & Touche LLP
       23.2         Consent of Sonnenschein Nath & Rosenthal (reference is made
                    to Exhibit 5.1 hereto)
       24.1         Power of Attorney
[{"type": "S-8", "sequence": "2", "filename": "s8final.txt", "description": "FORM S-8", "secsgml_size_bytes": 20735}]
{"company-data": {"conformed-name": "MONSANTO CO /NEW/", "cik": "0001110783", "assigned-sic": "2870", "irs-number": "431878297", "state-of-incorporation": "DE"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-64076", "film-number": "1670495"}, "business-address": {"street1": "800 N LINDBERGH BLVD", "city": "ST LOUIS", "state": "MO", "zip": "63167", "phone": "3146944296"}, "mail-address": {"street1": "800 NORTH LINDBERGH BLVD", "city": "ST LOUIS", "state": "MO", "zip": "63167"}}
As filed with the Securities and Exchange Commission on June 28, 2001
                                               Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    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 of                (I.R.S. Employer
     incorporation or organization)             Identification Number)

                          800 NORTH LINDBERGH BOULEVARD
                            ST. LOUIS, MISSOURI 63167
              (Address of registrant's principal executive offices)
                             ----------------------

            Monsanto Company ERISA Parity Savings and Investment Plan
                              (Full title of plan)

                                Charles W. Burson
             Executive Vice President, Secretary and General Counsel
                                Monsanto Company
                          800 North Lindbergh Boulevard
                            St. Louis, Missouri 63167
                                 (314) 694-1000
            (Name, address and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------ ----------------------------------- ---------------------------
                      Title of                                  Proposed Maximum                   Amount of
            Securities To Be Registered                    Aggregate Offering Price (1)          Registration Fee
------------------------------------------------------ ----------------------------------- ---------------------------
Savings and Investment Plan Obligations (2)........               $24,000,000                      $6,000.00
------------------------------------------------------ ----------------------------------- ---------------------------
(1)  Estimated solely for the purpose of calculating the registration fee, which
     is calculated in accordance Rule 457(o).
(2)  The Savings and Investment Plan  Obligations  are unsecured  obligations of
     Monsanto Company to pay deferred  compensation in accordance with the terms
     of  the  Monsanto   Company  ERISA  Parity  Savings  and  Investment  Plan.
================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following  documents filed by Monsanto Company (the  "Registrant") with
the Securities and Exchange Commission ("SEC") under SEC File Number 1-16167 are
hereby incorporated by reference in this registration  statement and made a part
hereof:

     (a)  Registrant's  Annual  Report on Form 10-K for the year ended  December
          31, 2000;

     (b)  Registrant's Quarterly Report on Form 10-Q for the quarter ended March
          31, 2001;

     (c)  Exhibit 99.1 to Item 7(c) of Registrant's  Current Report on Form 8-K,
          dated February 6, 2001, filed with the SEC on February 6, 2001; and

     (d)  Registrant's  Definitive  Proxy  Statement for its 2001 Annual Meeting
          filed with the SEC on March 16, 2001.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities  Exchange Act of 1934 (the "Exchange Act") after the
date of this Registration  Statement and prior to the filing of a post-effective
amendment to this  Registration  Statement  which indicates that all Savings and
Investment Plan Obligations (the "Obligations") registered hereby have been sold
or which deregisters the Obligations 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
listed above, being hereinafter  referred to as "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.

     The  Obligations  are  unsecured  obligations  of  the  Registrant  to  pay
employees'  compensation which has been deferred under the terms of the Monsanto
Company ERISA Parity Savings and Investment  Plan (the "Plan").  The Obligations
rank equally with all other  unsecured and  unsubordinated  indebtedness  of the
Registrant.

     Compensation deferred ("Employee Deferrals") by a participating employee (a
"Participant"),  together with any employer contribution ("Employer Match"), are
held  in  the  general  funds  of the  Registrant.  The  Registrant  establishes

                                       1
individual  bookkeeping  accounts for each Participant.  Employee  Deferrals are
allocated to a Participant's accounts in accordance with investment alternatives
selected by the Participant and the terms of the Plan.  Investment  alternatives
include (i) two stock  accounts  (one for Employee  Deferrals  and the other for
Employer  Match) treated as though  invested in the common stock of Registrant's
principal  stockholder,   Pharmacia  Corporation  ("Stock  Accounts")  and  (ii)
accounts treated as though invested in certain pre-mixed diversified  portfolios
or  managed  investment  funds  specified  in the  Plan.  Employer  Matches  are
automatically  treated  as  invested  in one of the Stock  Accounts,  subject to
certain exceptions.  Employee Deferrals and Employer Matches treated as invested
in  the  Stock  Accounts  accrue  dividend   equivalents  that  are  treated  as
reinvested. A Participant's Stock Accounts reflect, in all other respects, share
ownership  for events such as a stock  split,  but a  Participant  has no voting
rights.

     Neither  the   establishment   of  individual   bookkeeping   accounts  for
Participants  nor the  allocation  or  reservation  by  Registrant of funds with
respect  to such  accounts  shall be  deemed  to have  created  a trust,  and no
Participant   shall  have  an  ownership   interest  in  any  such  account.   A
Participant's   rights  to  any  amounts   credited  to  his  accounts  are  not
transferable or assignable.

     Obligations  are  not  subject  to  redemption,  in  whole  or in  part  by
Participants, except upon termination of employment or death as specified in the
Plan.  The  Registrant  reserves  the right to  amend,  merge,  consolidate,  or
terminate  the Plan at any time,  except  that such action  shall not  adversely
affect the amount that any Participant is entitled to receive.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

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 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

                                       2
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.

     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

Item 8.  Exhibits.

4.1  Monsanto Company ERISA Parity Savings and Investment Plan

5.1  Opinion of Sonnenschein Nath & Rosenthal

23.1 Consent of Deloitte & Touche LLP

23.2 Consent of Sonnenschein Nath & Rosenthal (reference is made to Exhibit
     5.1 hereto)

                                       3
24.1 Power of Attorney

Item 9.  Undertakings.

(a)  The Registrant hereby undertakes:

     (1)  To file,  during any period in which offers or sales are being made of
          the securities  registered hereby, a post-effective  amendment to this
          Registration Statement;

          (i)  to include any  prospectus  required  by Section  10(a)(3) of the
               Securities Act of 1933 (the "Securities Act");

          (ii) to reflect in the  prospectus  any facts or events  arising after
               the effective  date of this  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 this Registration Statement; and

          (iii)to include any material  information  with respect to the plan of
               distribution  not  previously   disclosed  in  this  Registration
               Statement  or any  material  change to such  information  in this
               Registration Statement;

          provided,  however,  that the undertakings set forth in paragraphs (i)
          and (ii) above do not apply if the information required to be included
          in a  post-effective  amendment  by those  paragraphs  is contained in
          periodic  reports  filed 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
          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  hereby which remain unsold at the
          termination of the offering.

(b)  The Registrant  hereby  undertakes  that,  for purposes of determining  any
     liability  under the  Securities  Act, each filing of  Registrant's  annual
     report  pursuant to Section 13(a) or 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
     herein, and the offering of such securities at that time shall be deemed to
     be the initial bona fide offering thereof.

     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   provisions  of  the  restated   certificate  of
incorporation  and by-laws of the  Registrant and the provisions of the Delaware
law described  under Item 6 above,  the  Registrant has been advised that in the
opinion of the  Securities  and  Exchange  Commission  such  indemnification  is

                                       4
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.

                                       5
SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  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 City of St.  Louis,  State of  Missouri,  on the 28th day of
June, 2001.

                                 Monsanto Company

                                 By:      /s/Hendrik A. Verfaillie
                                    --------------------------------------------
                                    Name: Hendrik A. Verfaillie
                                    Title: President And Chief Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on the dates indicated.
Signature                                            Title                                     Date
                 ---------                                            -----                                     ----
*                             Chairman of the Board and Director                         June 28, 2001
------------------------------------
     Frank V. Atlee III

/s/Hendrik A. Verfaillie                        President, Chief Executive Officer and Director            June 28, 2001
------------------------------------
     Hendrik A. Verfaillie                      (Principal Executive Officer)

                  *                             Director                                                   June 28, 2001
------------------------------------
     Hakan Astrom

                  *                             Director                                                   June 28, 2001
------------------------------------
     Christopher J. Coughlin

                  *                             Director                                                   June 28, 2001
------------------------------------
     Michael Kantor

                  *                             Director                                                   June 28, 2001
------------------------------------
     C. Steven McMillan

                  *                             Director                                                   June 28, 2001
------------------------------------
     William U. Parfet

                  *                             Director                                                   June 28, 2001
------------------------------------
     John S. Reed

                  *                             Executive Vice President and Chief Financial               June 28, 2001
------------------------------------
     Terrell K. Crews                           Officer (Principal Financial Officer)

                  *                             Vice President and Controller (Principal                   June 28, 2001
------------------------------------
     Curt Tomlin                                Accounting Officer)
*    Michael L. DeCamp,  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 L. DeCamp
                                            ------------------------------------
                                            By:  Michael L. DeCamp
                                                 Attorney-in-Fact

                                       6
EXHIBIT INDEX

Exhibit Number                    Description
--------------                    -----------

        4.1         Monsanto Company ERISA Parity Savings and Investment Plan
        5.1         Opinion of Sonnenschein Nath & Rosenthal
       23.1         Consent of Deloitte & Touche LLP
       23.2         Consent of Sonnenschein Nath & Rosenthal (reference is made
                    to Exhibit 5.1 hereto)
       24.1         Power of Attorney