Exhibit 10.4


                                MONSANTO COMPANY



                          EMPLOYEE STOCK PURCHASE PLAN










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                      MONSANTO EMPLOYEE STOCK PURCHASE PLAN


                  1.  Purpose.   The  Monsanto   Employee  Stock  Purchase  Plan
(hereinafter  called the "Plan")  provides a  convenient  way for  employees  of
Monsanto  Company  (hereinafter  called  the  "Company")  and its  Participating
Subsidiaries to purchase shares of the common stock of the Company  (hereinafter
called  "Stock") by enabling  them to borrow the  purchase  price for such Stock
from the  Company  and  repay  the  borrowed  amounts  through  regular  payroll
deductions. A "Subsidiary" of the Company is defined as any company or entity in
which the Company owns or controls,  directly or indirectly,  50% or more of the
shares of the  stock  normally  eligible  to be voted  for the  election  of its
directors  or  of  comparable   equity   participation  and  voting  power.  The
Participating Subsidiaries are identified on Schedule I, as amended from time to
time by the Plan Administrator.

                  2.  Source of Stock.  The stock to be sold under the Plan will
be issued and  outstanding  Stock of the Company that is acquired in open-market
transactions   on  behalf  of  the   participating   employees   by  an  outside
administrator  designated  by the  Company  from  time  to  time  (the  "Outside
Administrator").

                  3. Method of Electing to Purchase. (a) Any regular employee of
the  Company  or of a  Participating  Subsidiary  who is in pay status and is at
least 21 years of age or who  otherwise  has  attained  the age of majority  for
purpose of contract rights,  liabilities,  and obligations under the statutes of
both the  state  (or  country)  in which he or she  resides  and the  state  (or
country) in which he or she is currently  employed and making  application under
the Plan may,  at any time,  submit an  application  under the Plan to  purchase


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Stock either at a price at or below a price  designated  by such employee or "at
market price," provided, however, that the Board and the Plan Administrator, and
each  of  them,  shall  have  the  power  from  time to  time  to  exclude  from
participation  in the Plan any classes or groups of employees of the Company and
all  employees  or any  classes  or groups  of  employees  of any  Participating
Subsidiary  and to reinstate  the same from time to time.  Applications  must be
made in the form  established by the Plan  Administrator,  and must be submitted
either to (i) the Company or (ii) the Outside  Administrator  or another a third
party  designated by the Plan  Administrator  to act as the Company's  agent for
receipt and acceptance  thereof, as the Plan Administrator may from time to time
determine.  As used herein, the term "Board" means the Board of Directors of the
Company or its delegee.

                  (b) Upon  receipt of an  application  as above  provided,  the
Outside  Administrator  will  place an order for the  purchase  on behalf of the
participating  employee in the market in accordance  therewith.  Applications to
purchase  Stock at or below a  designated  price will be accepted by the Outside
Administrator if and when the Outside  Administrator  acquires such Stock in the
market at such prices.  Applications to purchase Stock "at market price" will be
accepted by the Outside Administrator when and at the price at which the Outside
Administrator  acquires  such Stock in the  market.  Upon such  acceptance,  the
employee in question (a) shall be  considered to have borrowed from the Company,
on a no-interest,  full recourse  basis,  the purchase price for such Stock (the
"Loan"),  and (b) shall be required to pay,  through such procedures as the Plan

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Administrator  may from time to time  determine,  all brokerage fees incurred in
implementing such purchase. The Loan shall be repaid by the employee as provided
in Sections 6 and 9 below.  Notwithstanding any other provision of the Plan: (a)
it shall be a  prerequisite  to the rights of any  employee  with respect to any
Stock purchased pursuant to the Plan that the employee execute a promissory note
and pledge agreement evidencing the terms and conditions of the related Loan, in
such form as may be prescribed by the Plan  Administrator from time to time, and
pay the brokerage fees incurred as provided above; and (b) no application  shall
be accepted from,  and no Stock may be purchased  under the Plan by, an employee
who is not in pay status. Without limiting the generality of the foregoing,  the
form  of  promissory   note  and  pledge   agreement   prescribed  by  the  Plan
Administrator may contain such provisions regarding the effect of the bankruptcy
of the employee, and such other terms and conditions,  as the Plan Administrator
may deem to be appropriate to accomplish the purposes and intent of the Plan.

                  4. Cancellation and Withdrawal of Applications. An application
to purchase Stock at a designated  price may be withdrawn by notice prior to the
time it is accepted  by the  Outside  Administrator.  Such  application  will be
automatically  cancelled,  if it is not accepted as provided in Section 3, on or
before the last day of the month  following  the month in which it is  received;
provided,  the  Plan  Administrator  may  determine,  in  its  discretion,  that
applications  may be  renewed  from time to time for  additional  periods of one
calendar month each by notice on or before the day on which an application would

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otherwise be cancelled.  Notice of withdrawal or renewal of an application shall
be in the form determined from time to time by the Plan  Administrator and shall
be  effective  upon receipt by the party then  authorized  to receive and accept
applications submitted under the Plan, as provided for in Section 3.

                  5. Number of Shares  Which an Employee  May  Purchase.  Except
with prior approval of the Plan  Administrator,  the Outside  Administrator will
not  accept an  application  to the extent it would  result in the total  unpaid
balances of all the employee's Loans under the Plan exceeding $10,000, or in the
imputation of compensation  income to such employee  pursuant to Section 7872 of
the Internal  Revenue Code of 1986, as amended (the "Code"),  or any  comparable
provision of state,  local or foreign law. In addition,  the Plan  Administrator
may from time to time  establish a maximum  number of Loans that an employee may
have  under  the Plan at any one time,  a minimum  number of shares of Stock and
minimum incremental number of shares that may be applied for on one application,
and such other similar  limitations  as may be  appropriate  to  facilitate  the
administration of the Plan.

                  6. Payroll  Deduction.  Except  as  provided in Section 9, the
employee must repay the Loan by uniform payroll deductions, at least as often as
monthly,  over a 40-month period beginning as soon as practicable after the date
the Shares are purchased.  Funds  deducted from  employees by any  Participating
Subsidiary,  either through payroll deductions described in this Section 6 or as

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the Plan Administrator directs, shall be computed and remitted to the Company in
U.S. dollars.  Each payment by the employee through payroll  deductions shall be
applied to all the unpaid  balance of all of the  employee's  outstanding  Loans
under the Plan on a pro-rata  basis.  The employee  shall have the right to make
additional  cash  payments  in U.S.  dollars  at any time to reduce  the  unpaid
balance  of any of the  employee's  outstanding  Loans  under  the  Plan,  which
payments  shall be  applied  to the Loans in  reverse  order of  maturity.  When
employees transfer from the employ of the Company or a Participating  Subsidiary
to any  Subsidiary  that  is not a  Participating  Subsidiary,  or to  Pharmacia
Corporation  or  one  of  its  Subsidiaries  other  than  the  Company  and  its
Subsidiaries, or when employees are employed by a Subsidiary that ceases to be a
Subsidiary, if the Plan Administrator so determines, such employees shall not be
treated as having had a  termination  of  employment,  but shall be permitted to
continue  repayments  of Loans  under  the Plan in  accordance  with  procedures
established by the Plan Administrator  until repayment is completed or until the
termination of their employment with such Subsidiary,  Pharmacia  Corporation or
its Subsidiary, as applicable.

                  7. Release of Collateral.  Shares of Stock purchased under the
Plan  shall  be  issued  in the  name of the  purchasing  employee  and  held as
collateral for the unpaid balance of the related Loan pursuant to the promissory
note and  pledge  agreement.  Shares  of Stock  as to which  repayment  has been
completed  will  be  released  from  collateral  at  such  intervals  as  may be
determined from time to time by the Plan Administrator.

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                  8. Rights as Stockholder;  Offers and Corporate  Transactions.
The employee shall be the owner of all Stock  purchased under the Plan and shall
have all voting,  cash or stock dividend and other rights as a stockholder  with
respect  to  shares  of Stock  purchased  hereunder  from the date the  purchase
thereof  takes  place,  subject  to  Section 9 of the Plan;  provided,  that the
employee shall have no power to sell or otherwise  dispose of any Stock while it
is held as  collateral  for the unpaid  balance of the related  Loan,  except as
provided below. In the event of any tender offer or exchange offer for the Stock
(an  "Offer"),  then  the  Plan  Administrator  shall  determine,  in  its  sole
discretion,  whether or not to permit  employees who have purchased  Stock under
the Plan that is still held as  collateral  for the related Loan, to tender such
Stock  in  such  Offer   pursuant  to   procedures   established   by  the  Plan
Administrator.  In the event any Stock is sold or exchanged  in an Offer,  or in
the event of any change in corporate  capitalization  such as a stock split, any
corporate transaction such as a merger, consolidation,  separation, spin-off, or
other  distribution  of stock or property  of the  Company,  any  reorganization
(whether  or  not  such   reorganization   comes   within  the   definition   of
reorganization  in  Section  368  of  the  Code),  or any  partial  or  complete
liquidation affecting the Stock (collectively, a "Transaction"),  as a result of
which the number of shares of Stock held as collateral  for a Loan  increases or
decreases,  or some or all of such Stock is converted into any other security or
other property (other than cash), then the resulting shares of Stock, securities
or other  property  shall continue to be held as collateral for the related Loan
and  released  as provided in Section 7. If, as a result of the sale or exchange
of Stock in an Offer or a  Transaction,  any Stock held as collateral for a Loan

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is converted into cash, such cash shall be automatically applied to repayment of
such Loan, in reverse order of maturity.

                  9. Termination of Employment. Except as provided in Section 6,
the unpaid  balance of the Loans under the Plan by an employee  shall become due
and payable in full upon  termination of his or her employment  with the Company
and its  Subsidiaries,  and to the extent such unpaid balance remains unpaid for
more than 90 days after the date of such termination of employment,  the Company
shall be entitled to  foreclose  upon and sell (to itself or a third  party) the
Stock held as collateral for such unpaid  balance.  To the extent that the value
of the Stock so  foreclosed  upon is not  sufficient to fully satisfy the unpaid
balance of such  Loans,  the Company  shall be entitled to seek to collect  such
unpaid  balance from the employee;  provided,  that the Plan  Administrator  may
determine,  in its  discretion,  to forgive the remaining  unpaid balance if the
employee's termination of employment results from his or her death or disability
or a termination of employment by the Company or a Subsidiary  without cause (as
determined by the Plan  Administrator).  Notwithstanding  any other provision of
the Plan,  during any period of up to six months  while an employee is on unpaid
leave,  the employee  will not be required to make any  repayments of his or her
Loans under the Plan,  and if he or she has not returned to active service after
six months on such  unpaid  leave,  he or she should be treated as if his or her
employment  had  been  terminated  without  cause  at the end of such  six-month
period.
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                  10. Administration  of   the  Plan.  The   Plan  shall  become
effective on such date at or after the initial  public  offering of the Monsanto
Stock as the Board may determine and shall  continue in effect until  terminated
by the  Board.  The  termination  of the  Plan  shall  not  affect  applications
previously  accepted by the Outside  Administrator.  The  Company  reserves  the
right, at its option, to suspend  temporarily the acceptance of new applications
under the Plan if any legal  requirement  has not been  met.  The Plan  shall be
administered  by the Internal  People  Committee of the Company and its delegees
(herein called the "Plan  Administrator")  unless and until otherwise determined
by the Board. The Plan Administrator  shall establish suitable  procedures under
the Plan,  and determine any questions that may arise  regarding  interpretation
and  application of the Plan's  provisions and shall have authority to change or
waive requirements of the Plan to meet special  circumstances not anticipated or
covered therein.

                  11. Amendment or Termination of Plan. The Board shall have the
power  to  amend  or  terminate  the  Plan at any  time.  Without  limiting  the
generality  of the  foregoing,  the  Board may make  such  amendments  as may be
appropriate,  with  respect to  employees  who are  resident  outside the United
States, to take into account local law, taxation and practice,  in order to meet
the objectives of the Plan,  including without limitation by establishing one or
more sub-plans.

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                                   SCHEDULE I

                            (As of December 11, 2000)

                           PARTICIPATING SUBSIDIARIES


o    Any Subsidiary  that is organized under the laws of any state of the United
     States shall be a "Participating Subsidiary."