<PAGE> 1

   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 29, 1994

                                  Registration Statement File No. 33-
===============================================================================


                          FORM S-8

                REGISTRATION STATEMENT UNDER
                 THE SECURITIES ACT OF 1933

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

         Delaware                                       43-0420020
(State or other jurisdiction of                      (I.R.S. Employer
 incorporation or organization)                     Identification No.)

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

             SEARLE/MONSANTO STOCK PLAN OF 1994
                  (Full title of the plan)

                   KARL R. BARNICKOL, ESQ.
                  ASSOCIATE 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)


<TABLE>

                                                  CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------------

<CAPTION>

   Title of securities              Amount to be             Proposed              Proposed maximum            Amount of
    to be registered                 registered          maximum offering         aggregate offering        registration fee
                                                         price per share                price

   <S>                               <C>                    <C>                     <C>                        <C>
    Common Stock
   ($2 par value)                    1,430,000*             $80.4375**              $115,025,625**             $39,664.00

- ---------------------------------------------------------------------------------------------------------------------------------

<FN>
*    Article I, Section 4 of the Searle/Monsanto Stock Plan of 1994
     (the "Searle 1994 Plan") provides that in the event of a stock
     dividend, stock split, recapitalization, etc., the total
     number of shares which may be optioned or awarded, the number
     of shares covered by each outstanding option, commitment or
     undelivered award, and the price per share of outstanding
     options shall be equitably adjusted.  Accordingly, this
     registration statement covers, in addition to the number of
     shares of Common Stock stated above, an indeterminate number
     of shares which, by reason of any such event, may become
     subject to the Searle 1994 Plan.

**   Estimated solely for the purpose of determining the amount of
     registration fee in accordance with Rule 457(h)(1) and based
     on the average of the high and low prices of the Common Stock
     as reported in The Wall Street Journal for the New York Stock
     Exchange Composite Transactions for April 26, 1994.

</TABLE>


<PAGE> 2
                                    Part II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

The documents listed in (a) through (c) below of Monsanto Company
(hereinafter referred to as the "Company" or "registrant"), and all
such other documents or portions of documents subsequently filed by
the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-
effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such
documents.

     (a)  The Company's latest annual report, filed pursuant to
          Sections 13(a) or 15(d) of the Exchange Act, or the
          Company's latest prospectus filed pursuant to Rule 424(b)
          under the Securities Act of 1933 which contains, either
          directly or by incorporation by reference, audited consolidated
          financial statements for the Company's latest fiscal year
          for which such statements have been filed.

     (b)  All other reports filed pursuant to Section 13(a) or
          15(d) of the Exchange Act since the end of the fiscal
          year covered by the documents referred to in (a) above.

     (c)  The description of Monsanto Company common stock, $2.00
          par value, and the description of associated Preferred
          Stock Purchase rights contained in registration
          statements filed under the Exchange Act, including any
          amendments or reports filed for the purpose of updating
          such descriptions.

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
Searle 1994 Plan will be passed upon for the Company by Richard W.
Duesenberg, Senior Vice President, General Counsel and Secretary of
the Company.  Mr. Duesenberg beneficially owns 42,658 shares and
holds options to purchase an additional 262,831 shares of the
Company's Common Stock.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the General Corporation Law of the State of Delaware
sets forth provisions pursuant to which directors, officers,
employees and agents of the Company may be indemnified against any
liabilities which they may incur in their capacity as such.


                                    1
<PAGE> 3

Section 57 of the Company's By-Laws provides for indemnification of
directors, officers, employees and agents of the Company.

In addition, the Company has entered into indemnification
agreements with its directors and officers and maintains directors'
and officers' liability insurance for the benefit of its directors
and officers.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.   EXHIBITS.

See Exhibit Index at page 7.

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 of 1933;

         (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;

        (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)(1)(i) and
          (a)(1)(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
          Securities Exchange Act of 1934 that are incorporated by
          reference in the registration statement.

     (2)  That, for the purpose of determining any liability under
          the Securities Act of 1933, 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.


                                    2
<PAGE> 4

     (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
     of 1933, each filing of the registrant's annual report
     pursuant to Section 13(a) or Section 15(d) of the Securities
     Exchange Act of 1934 (and, where applicable, each filing of an
     employee benefit plan's annual report pursuant to Section
     15(d) of the Securities Exchange Act of 1934) that is
     incorporated by reference in the 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.

                              * * *

(h)  Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 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 Securities and Exchange
     Commission such indemnification is against public policy as
     expressed in the 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 Act and will be
     governed by the final adjudication of such issue.



                                    3
<PAGE> 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 County of St.
Louis, and the State of Missouri, on this 25th day of April, 1994.

                    MONSANTO COMPANY
                    (Registrant)


                    By         RICHARD W. DUESENBERG
                      --------------------------------------------
                          (Richard W. Duesenberg, Secretary)

<TABLE>

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities and on the dates indicated.


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

               *
- ---------------------------------   Chairman and Director                  April 25, 1994
     (Richard J. Mahoney)           (Principal Executive Officer)


               *
- ---------------------------------   President and Director                 April 25, 1994
     (Robert B. Shapiro)


               *
- ---------------------------------   Senior Vice President                  April 25, 1994
     (Robert B. Hoffman)            (Principal Financial Officer)


               *
- ---------------------------------   Controller                             April 25, 1994
     (Bruce R. Sents)               (Principal Accounting
                                    Officer)


               *
- ---------------------------------   Director                               April 25, 1994
     (Joan T. Bok)


               *
- ---------------------------------   Director                               April 25, 1994
     (Robert M. Heyssel)


               *
- ---------------------------------   Director                               April 25, 1994
     (Gwendolyn S. King)


                                    5
<PAGE> 6


               *
- ---------------------------------   Director                               April 25, 1994
     (Philip Leder)


               *
- ---------------------------------   Director                               April 25, 1994
     (Howard M. Love)


               *
- ---------------------------------   Director                               April 25, 1994
     (Frank A. Metz, Jr.)


               *
- ---------------------------------   Director                               April 25, 1994
     (Buck Mickel)


               *
- ---------------------------------   Director                               April 25, 1994
     (Jacobus F. M. Peters)


               *
- ---------------------------------   Director                               April 25, 1994
     (Nicholas L. Reding)



- ---------------------------------   Director                               April   , 1994
     (John S. Reed)


               *
- ---------------------------------   Director                               April 25, 1994
     (William D. Ruckelshaus)


               *
- ---------------------------------   Director                               April 25, 1994
     (John B. Slaughter)


<FN>
* Richard W. Duesenberg, 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 with the Securities and Exchange Commission.



                                                 RICHARD W. DUESENBERG
                                             ----------------------------------
                                                  Attorney-in-Fact

</TABLE>


                                    6
<PAGE> 7


                          EXHIBIT INDEX
                          -------------

<TABLE>
These Exhibits are numbered in accordance with the Exhibit Table of
Item 601 of Regulation S-K.

<CAPTION>
     EXHIBIT NO.                   DESCRIPTION
     -----------                   -----------
        <C>              <S>
        (4)(i)           Form of Rights Agreement, dated as of
                         January 26, 1990 between the Company and
                         The First National Bank of Boston
                         (incorporated herein by reference to Form
                         8-A filed on January 31, 1990)

        (5)              Opinion re legality

        (15)             Omitted - Inapplicable

        (23)             1.  Consent of Deloitte & Touche - See page 4
                         2.  Consent of Company Counsel - See Exhibit 5

        (24)             Powers of Attorney (incorporated herein,
                         in the case of all signatories other than
                         Robert B. Hoffman, by reference to
                         Exhibit 24.1 to the Company's Form 10-K
                         for the year ended December 31, 1993 and,
                         in the case of Robert B. Hoffman, by
                         reference to Exhibit 24.2 to the
                         Company's Registration Statement on Form
                         S-8 with respect to the Monsanto
                         Management Incentive Plan of 1994)

        (27)             Not required

        (28)             Omitted - Inapplicable

        (99)             Omitted - Inapplicable

</TABLE>

                                    7
[{"type": "S-8", "sequence": "1", "description": "MONSANTO COMPANY FORM S-8", "secsgml_size_bytes": 16220}]
{"company-data": {"conformed-name": "MONSANTO CO", "cik": "0000067686", "assigned-sic": "2800", "irs-number": "430420020", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-53365", "film-number": "94525294"}, "business-address": {"street1": "800 N LINDBERGH BLVD", "city": "ST LOUIS", "state": "MO", "zip": "63167", "phone": "3146941000"}, "former-company": {"former-conformed-name": "MONSANTO CHEMICAL CO", "date-changed": "19711003"}}
1

   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 29, 1994

                                  Registration Statement File No. 33-
===============================================================================

                          FORM S-8

                REGISTRATION STATEMENT UNDER
                 THE SECURITIES ACT OF 1933

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

         Delaware                                       43-0420020
(State or other jurisdiction of                      (I.R.S. Employer
 incorporation or organization)                     Identification No.)

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

             SEARLE/MONSANTO STOCK PLAN OF 1994
                  (Full title of the plan)

                   KARL R. BARNICKOL, ESQ.
                  ASSOCIATE 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 securities              Amount to be             Proposed              Proposed maximum            Amount of
    to be registered                 registered          maximum offering         aggregate offering        registration fee
                                                         price per share                price
Common Stock
   ($2 par value)                    1,430,000*             $80.4375**              $115,025,625**             $39,664.00

- ---------------------------------------------------------------------------------------------------------------------------------
*    Article I, Section 4 of the Searle/Monsanto Stock Plan of 1994
     (the "Searle 1994 Plan") provides that in the event of a stock
     dividend, stock split, recapitalization, etc., the total
     number of shares which may be optioned or awarded, the number
     of shares covered by each outstanding option, commitment or
     undelivered award, and the price per share of outstanding
     options shall be equitably adjusted.  Accordingly, this
     registration statement covers, in addition to the number of
     shares of Common Stock stated above, an indeterminate number
     of shares which, by reason of any such event, may become
     subject to the Searle 1994 Plan.

**   Estimated solely for the purpose of determining the amount of
     registration fee in accordance with Rule 457(h)(1) and based
     on the average of the high and low prices of the Common Stock
     as reported in The Wall Street Journal for the New York Stock
     Exchange Composite Transactions for April 26, 1994.
2
                                    Part II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

The documents listed in (a) through (c) below of Monsanto Company
(hereinafter referred to as the "Company" or "registrant"), and all
such other documents or portions of documents subsequently filed by
the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-
effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such
documents.

     (a)  The Company's latest annual report, filed pursuant to
          Sections 13(a) or 15(d) of the Exchange Act, or the
          Company's latest prospectus filed pursuant to Rule 424(b)
          under the Securities Act of 1933 which contains, either
          directly or by incorporation by reference, audited consolidated
          financial statements for the Company's latest fiscal year
          for which such statements have been filed.

     (b)  All other reports filed pursuant to Section 13(a) or
          15(d) of the Exchange Act since the end of the fiscal
          year covered by the documents referred to in (a) above.

     (c)  The description of Monsanto Company common stock, $2.00
          par value, and the description of associated Preferred
          Stock Purchase rights contained in registration
          statements filed under the Exchange Act, including any
          amendments or reports filed for the purpose of updating
          such descriptions.

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
Searle 1994 Plan will be passed upon for the Company by Richard W.
Duesenberg, Senior Vice President, General Counsel and Secretary of
the Company.  Mr. Duesenberg beneficially owns 42,658 shares and
holds options to purchase an additional 262,831 shares of the
Company's Common Stock.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the General Corporation Law of the State of Delaware
sets forth provisions pursuant to which directors, officers,
employees and agents of the Company may be indemnified against any
liabilities which they may incur in their capacity as such.

                                    1
3

Section 57 of the Company's By-Laws provides for indemnification of
directors, officers, employees and agents of the Company.

In addition, the Company has entered into indemnification
agreements with its directors and officers and maintains directors'
and officers' liability insurance for the benefit of its directors
and officers.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.   EXHIBITS.

See Exhibit Index at page 7.

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 of 1933;

         (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;

        (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)(1)(i) and
          (a)(1)(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
          Securities Exchange Act of 1934 that are incorporated by
          reference in the registration statement.

     (2)  That, for the purpose of determining any liability under
          the Securities Act of 1933, 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.

                                    2
4

     (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
     of 1933, each filing of the registrant's annual report
     pursuant to Section 13(a) or Section 15(d) of the Securities
     Exchange Act of 1934 (and, where applicable, each filing of an
     employee benefit plan's annual report pursuant to Section
     15(d) of the Securities Exchange Act of 1934) that is
     incorporated by reference in the 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.

                              * * *

(h)  Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 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 Securities and Exchange
     Commission such indemnification is against public policy as
     expressed in the 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 Act and will be
     governed by the final adjudication of such issue.

                                    3
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 County of St.
Louis, and the State of Missouri, on this 25th day of April, 1994.

                    MONSANTO COMPANY
                    (Registrant)

                    By         RICHARD W. DUESENBERG
                      --------------------------------------------
                          (Richard W. Duesenberg, Secretary)

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities and on the dates indicated.
Signature                          Title                              Date
          ---------                          -----                              ----
*
- ---------------------------------   Chairman and Director                  April 25, 1994
     (Richard J. Mahoney)           (Principal Executive Officer)

               *
- ---------------------------------   President and Director                 April 25, 1994
     (Robert B. Shapiro)

               *
- ---------------------------------   Senior Vice President                  April 25, 1994
     (Robert B. Hoffman)            (Principal Financial Officer)

               *
- ---------------------------------   Controller                             April 25, 1994
     (Bruce R. Sents)               (Principal Accounting
                                    Officer)

               *
- ---------------------------------   Director                               April 25, 1994
     (Joan T. Bok)

               *
- ---------------------------------   Director                               April 25, 1994
     (Robert M. Heyssel)

               *
- ---------------------------------   Director                               April 25, 1994
     (Gwendolyn S. King)

                                    5
6

               *
- ---------------------------------   Director                               April 25, 1994
     (Philip Leder)

               *
- ---------------------------------   Director                               April 25, 1994
     (Howard M. Love)

               *
- ---------------------------------   Director                               April 25, 1994
     (Frank A. Metz, Jr.)

               *
- ---------------------------------   Director                               April 25, 1994
     (Buck Mickel)

               *
- ---------------------------------   Director                               April 25, 1994
     (Jacobus F. M. Peters)

               *
- ---------------------------------   Director                               April 25, 1994
     (Nicholas L. Reding)

- ---------------------------------   Director                               April   , 1994
     (John S. Reed)

               *
- ---------------------------------   Director                               April 25, 1994
     (William D. Ruckelshaus)

               *
- ---------------------------------   Director                               April 25, 1994
     (John B. Slaughter)
* Richard W. Duesenberg, 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 with the Securities and Exchange Commission.

                                                 RICHARD W. DUESENBERG
                                             ----------------------------------
                                                  Attorney-in-Fact
6
7

                          EXHIBIT INDEX
                          -------------

These Exhibits are numbered in accordance with the Exhibit Table of
Item 601 of Regulation S-K.
EXHIBIT NO.                   DESCRIPTION
     -----------                   -----------
(4)(i)           Form of Rights Agreement, dated as of
                         January 26, 1990 between the Company and
                         The First National Bank of Boston
                         (incorporated herein by reference to Form
                         8-A filed on January 31, 1990)

        (5)              Opinion re legality

        (15)             Omitted - Inapplicable

        (23)             1.  Consent of Deloitte & Touche - See page 4
                         2.  Consent of Company Counsel - See Exhibit 5

        (24)             Powers of Attorney (incorporated herein,
                         in the case of all signatories other than
                         Robert B. Hoffman, by reference to
                         Exhibit 24.1 to the Company's Form 10-K
                         for the year ended December 31, 1993 and,
                         in the case of Robert B. Hoffman, by
                         reference to Exhibit 24.2 to the
                         Company's Registration Statement on Form
                         S-8 with respect to the Monsanto
                         Management Incentive Plan of 1994)

        (27)             Not required

        (28)             Omitted - Inapplicable

        (99)             Omitted - Inapplicable
7