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                                    1 9 9 6
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                                   FORM 10-K
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

(MARK ONE)
[X]           ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
                                            -----------------
                                       OR
[  ]          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
                         COMMISSION FILE NUMBER 1-2516
                                                ------
                                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 BLVD., ST. LOUIS, MO.                    63167
 -----------------------------------------                    -----
 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                   (ZIP CODE)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (314) 694-1000
                                                          --------------
          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                                      NAME OF EACH EXCHANGE
     TITLE OF EACH CLASS                               ON WHICH REGISTERED
     -------------------                              ---------------------
COMMON STOCK $2 PAR VALUE                            NEW YORK STOCK EXCHANGE
PREFERRED STOCK PURCHASE RIGHTS                      NEW YORK STOCK EXCHANGE

          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                                      NONE

    INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES    X    NO
                                               -----     -----
    INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE
BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K. [X]

    STATE THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NONAFFILIATES
OF THE REGISTRANT: APPROXIMATELY $21.4 BILLION AS OF THE CLOSE OF BUSINESS ON
FEBRUARY 28, 1997.

    INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANT'S
CLASSES OF COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE: 590,765,089 SHARES
OF COMMON STOCK, $2 PAR VALUE, OUTSTANDING AT FEBRUARY 28, 1997.

                      DOCUMENTS INCORPORATED BY REFERENCE

1. PORTIONS OF MONSANTO COMPANY ANNUAL REPORT TO SECURITY HOLDERS FOR THE YEAR
   ENDED DECEMBER 31, 1996. (PARTS I AND II OF FORM 10-K.)

2. PORTIONS OF MONSANTO COMPANY NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
   DATED MARCH 13, 1997. (PART III OF FORM 10-K.)
================================================================================

<PAGE> 2

                                     PART I

ITEM 1. BUSINESS.

    Monsanto Company and its subsidiaries are engaged in the worldwide
manufacture and sale of a diversified line of agricultural products;
pharmaceuticals; food ingredients; and chemical products. Monsanto Company was
incorporated in 1933 under Delaware law and is the successor to a Missouri
corporation, Monsanto Chemical Works, organized in 1901. Unless otherwise
indicated by the context, "Monsanto" means Monsanto Company and consolidated
subsidiaries, and the "Company" means Monsanto Company only.

RECENT DEVELOPMENTS

    In December 1996, the Company's Board of Directors approved a plan, subject
to shareholder approval and other conditions, to spin off the Company's chemical
businesses to its shareowners. In addition, the Board approved the recording of
pretax restructuring and other special charges totaling $716 million ($500
million aftertax, or $0.84 per share). This charge is intended to cover the
costs necessary to exit the chemicals businesses and to complete the spinoff,
the costs associated with the closure or rationalization of certain facilities,
asset write-offs, and work force reductions. See "Review of Consolidated
Results of Operations," "Review of Consolidated Results of Operations--Events
Affecting Comparability," and "Restructuring and Other Actions," on pages 29
and 50, respectively, of the Company's Annual Report to shareowners for the year
ended December 31, 1996 (the "1996 Annual Report").

    In February 1997, the Company acquired the Asgrow Agronomics seed business
from Empresas La Moderna, S.A., for $240 million. In January 1997, Monsanto
announced that it had reached separate agreements to acquire Holden's Foundation
Seeds, Inc., Corn States Hybrid Service, Inc. and Corn States International
S.a.r.l., for a total cost of up to $1.02 billion. See "Review of Changes in
Financial Position" and "Principal Acquisitions and Divestitures" on pages 45
and 52, respectively, of the 1996 Annual Report.

    In March 1996, Monsanto acquired a significant equity position in Calgene,
Inc. ("Calgene"). In November 1996, Monsanto acquired a controlling interest
in Calgene, allowing Monsanto the right to nominate five of the nine authorized
directors on Calgene's Board. In January 1997, Monsanto made a proposal to the
Board of Directors of Calgene to acquire the remaining shares outstanding of
Calgene. The proposal is subject, among other things, to the approval of a
special committee of Calgene's Board of Directors.

INDUSTRY SEGMENTS; PRINCIPAL PRODUCTS

    For 1996, Monsanto reported its business under four industry segments:
Agricultural Products, Pharmaceuticals, Food Ingredients and Chemicals. The
tabular and narrative information appearing under "Segment Data" and
"Geographic Data" on pages 34, 35 and 43 of the 1996 Annual Report is
incorporated herein by reference.

    The following is a list of principal products categorized by major end-use
markets, within the industry segments in which they were reported for 1996.

<TABLE>
<CAPTION>
AGRICULTURAL PRODUCTS

                                                      Major End-Use             Manufacturing           Major Raw Materials
  Major End-Use Markets      Major Products      Products & Applications          Locations                & Components
  ---------------------      --------------      -----------------------        -------------           -------------------
<S>                       <C>                   <C>                       <C>                         <C>
Agricultural, industrial, Roundup(R) herbicide  Multipurpose, non-        Alvin, TX; Antwerp,         Disodiumiminodiacetate;
turf and ornamental       and other glyphosate- selective agricultural    and Belgium; Fayetteville,  Phosphorus Trichloride
applications              based herbicides      industrial applications   NC; Luling, LA; Melbourne,
                                                                          Australia; Sao Jose dos
                                                                          Campos, Brazil
                          ------------------------------------------------------------------------------------------------------
                          Lasso(R) and          Corn, soybean, peanut     Muscatine, IA               Chloroacetyl Chloride;
                          Harness(R)<F*>        and milo (sorghum)                                    Diethylaniline;
                          herbicides and other  crops                                                 Methylethylaniline
                          acetanilide-based
                          herbicides
                          <F*>corn only
                          ------------------------------------------------------------------------------------------------------
                          Avadex(R) BW          Wheat crops               Antwerp, Belgium;           Ammonium Thiocyanate;
                          herbicide; Far-Go(R)                            Muscatine, IA               Diisopropylamine;
                          herbicide                                                                   Methylethylaniline;
                                                                                                      Trichloropropane
                          ------------------------------------------------------------------------------------------------------

                                       1

<PAGE> 3
<CAPTION>
AGRICULTURAL PRODUCTS (CONT'D)

                                                      Major End-Use             Manufacturing           Major Raw Materials
  Major End-Use Markets      Major Products      Products & Applications          Locations                & Components
  ---------------------      --------------      -----------------------        -------------           -------------------
<S>                       <C>                   <C>                       <C>                         <C>
                          Permit(R), Manage(R)  Postemergence control of  Manufactured by third       Halosulfuron
                          and Sempra(R)         sedges and broadleaf      party
                          herbicides            weeds in corn and grain
                                                sorghum, turf and
                                                sugarcane crops
                          ------------------------------------------------------------------------------------------------------
                          Roundup Ready(R)      Crops tolerant of         Seeds propagated by         No major raw materials
                          soybeans; Roundup     nonselective herbicides   contract farmers
                          Ready(R) canola
                          ------------------------------------------------------------------------------------------------------
                          Insect-protected      Crops protected against   Seeds propagated by         No major raw materials
                          cotton with the       certain insect pests      contract farmers
                          Bollgard(R) gene;
                          NewLeaf(R) insect-
                          protected potatoes
--------------------------------------------------------------------------------------------------------------------------------
Residential applications  Roundup(R) herbicide; Herbicides; insecticides; Fort Madison, IA            Acephate; Chlorpyrifos;
                          Ortho(R) lawn-and-    fungicides; fertilizers                               Diazinon; Glyphosate;
                          garden products;                                                            Malathion
                          Green Cross(R) brand
                          lawn-and-garden
                          products
--------------------------------------------------------------------------------------------------------------------------------
Animal agricultural       Posilac(R) bovine     Increase efficiency of    Manufactured by third       No major raw materials
applications              somatotropin          milk production in dairy  party
                                                cows
--------------------------------------------------------------------------------------------------------------------------------

PHARMACEUTICALS

Pharmaceuticals           Aldactone(R)          Cardiovascular            Augusta, GA; Caguas,        Androstenedione;
                          (spironolactone);                               Puerto Rico; Evreux,        Hydrochlorothiazide;
                          Aldactazide(R)                                  France; Morpeth, United     Verapamil HCl
                          (spironolactone/                                Kingdom
                          hydrochlorothiazide);
                          Covera-HS(TM) and
                          Calan(R) formulations
                          (verapamil HCl)
                          ------------------------------------------------------------------------------------------------------
                          Daypro(R)             Anti-inflammatory         Augusta, GA; Caguas,        Benzoin; Diclofenac;
                          (oxaprozin);                                    Puerto Rico; Morpeth,       Misoprostol
                          Arthrotec(R)                                    United Kingdom
                          (misoprostol/
                          diclofenac)
                          ------------------------------------------------------------------------------------------------------
                          Ambien(R) (zolpidem   Central nervous system    Caguas, Puerto Rico         Zolpidem
                          tartrate)             (Sleep)
                          ------------------------------------------------------------------------------------------------------
                          Cytotec(R)            Gastrointestinal          Caguas, Puerto Rico; Coapa, Norprostol
                          (misoprostol)                                   Mexico; Morpeth, United
                                                                          Kingdom
                          ------------------------------------------------------------------------------------------------------
                          Demulen(R)            Women's health            Caguas, Puerto Rico;        Ethinyl Estradiol;
                          (ethynodiol                                     Morpeth, United Kingdom     Ethynodiol Diacetate;
                          diacetate);                                                                 Nafarelin Acetate;
                          Synarel(R)                                                                  Norethindrone
                          (nafarelin acetate);
                          Tri-Norinyl(R)
                          (ethinyl estradiol)
--------------------------------------------------------------------------------------------------------------------------------

FOOD INGREDIENTS

Food                      NutraSweet(R) brand   High-intensity sweetener  Augusta, GA                 Aspartic Acid;
                          sweetener             used primarily in                                     L-Phenylalanine
                                                beverages and dessert
                                                products
                          ------------------------------------------------------------------------------------------------------

                                       2

<PAGE> 4
<CAPTION>
FOOD INGREDIENTS (CONT'D)

                                                      Major End-Use             Manufacturing           Major Raw Materials
  Major End-Use Markets      Major Products      Products & Applications          Locations                & Components
  ---------------------      --------------      -----------------------        -------------           -------------------
<S>                       <C>                   <C>                       <C>                         <C>
                          Equal(R),             Tabletop sweeteners       Evreux, France; Manteno,    Aspartame
                          Canderel(R),                                    IL; Morpeth, United Kingdom
                          NutraSweet(R) and
                          other tabletop
                          sweeteners
                          ------------------------------------------------------------------------------------------------------
                          Keltone(R) and        Soups; sauces; gravies;   Girvan, United Kingdom;     Corn Syrup; Seaweed
                          Manugel(R) sodium     dressings; beverages;     Okmulgee, OK; San
                          alginates;            snack foods; breadings;   Diego, CA
                          Kelcoloid(R)          batters; bakery products;
                          propylene glycol      dairy products; pet foods
                          alginate;
                          Keltrol(R) and
                          Kel-lite(R) xanthan
                          gums; Kelcogel(R)
                          gellan gum
                          ------------------------------------------------------------------------------------------------------
                          Nutrifos(R),          Bakery; dairy; meat       St. Louis, MO; Sao Jose     Caustic Soda; Lime;
                          Levn-lite(R)                                    dos Campos, Brazil;         Phosphorus
                          and Pan-o-lite(R)                               Trenton, MI
                          food additives
--------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                   <C>                       <C>                         <C>
Pharmaceuticals           Kelacid(R) alginic    Tablets; liquid           Girvan, United Kingdom;     Corn Syrup; Seaweed
                          acid; Keltrol(R) CR   suspensions; controlled   Okmulgee, OK; San Diego,
                          xanthan gum;          release medications;      CA
                          Kelmar(R) potassium   dental impression
                          alginate; Gelrite(R)  materials
                          gellan gum
--------------------------------------------------------------------------------------------------------------------------------

CHEMICALS

Construction & Home       Nylon carpet staple;  Broadloom carpet;         Decatur, AL;                Acrylonitrile; Ammonia;
Furnishings               nylon bulk            upholstery; blankets      Greenwood, SC;              Cyclohexane; Propylene
                          continuous filament;                            Pensacola, FL
                          Acrilan(R)
                          acrylic fiber
                          ------------------------------------------------------------------------------------------------------
                          Polymer modifiers     Vinyl flooring; caulks    Antwerp, Belgium;           Butanol; Chlorine;
                                                and sealants; adhesives;  Bridgeport, NJ; LaSalle,    2-Ethylhexanol; Phenol;
                                                coatings; wall covering;  Quebec, Canada              Phthalic Anhydride; Toluene
                                                vinyl upholstery;
                                                insulation; furniture
                          ------------------------------------------------------------------------------------------------------
                          Saflex(R) plastic     Architectural glass       Ghent, Belgium; Sao Jose    Butyraldehyde; Ethanol;
                          interlayer                                      dos Campos, Brazil;         Polyvinyl Alcohol; Vinyl
                                                                          Springfield, MA; Trenton,   Acetate Monomer
                                                                          MI
                          ------------------------------------------------------------------------------------------------------
                          Specialty resins      Coatings and adhesives    Alvin, TX; LaSalle, Quebec, Acrylate Esters; Butanol;
                                                                          Canada; Springfield, MA;    Formaldehyde; Melamine;
                                                                          Trenton, MI                 Methanol; Vinyl Acetate
                                                                                                      Monomer
                          ------------------------------------------------------------------------------------------------------
                          Phos-Chek(R) fire     Fire retardant coatings;  Camden, NJ                  Phosphorus
                          retardant latex and   polymer additives
                          organic solvent-
                          based intumescent
                          paint-based
                          formulations
                          ------------------------------------------------------------------------------------------------------
                          Doormats              Doormats                  Ghent, Belgium; St. Louis,  Polyethylene
                                                                          MO
--------------------------------------------------------------------------------------------------------------------------------
Vehicles                  Saflex(R) plastic     Windshields               Ghent, Belgium; Sao Jose    Butyraldehyde; Ethanol;
                          interlayer                                      dos Campos, Brazil;         Polyvinyl Alcohol; Vinyl
                                                                          Springfield, MA; Trenton,   Acetate Monomer
                                                                          MI
                          ------------------------------------------------------------------------------------------------------
                          Vydyne(R) nylon       Automotive exterior and   Pensacola, FL               Acrylonitrile; Ammonia;
                          molding resins        interior molded parts;                                Cyclohexane; Propylene
                                                under-the-hood
                                                applications
                          ------------------------------------------------------------------------------------------------------

                                       3

<PAGE> 5
<CAPTION>
CHEMICALS (CONT'D)

                                                      Major End-Use             Manufacturing           Major Raw Materials
  Major End-Use Markets      Major Products      Products & Applications          Locations                & Components
  ---------------------      --------------      -----------------------        -------------           -------------------
<S>                       <C>                   <C>                       <C>                         <C>

                          Nylon filament;       Tires; molding resins     Pensacola, FL               Acrylonitrile; Ammonia;
                          nylon polymer         for auto grilles,                                     Cyclohexane; Propylene
                                                bumpers and gears
                          ------------------------------------------------------------------------------------------------------
                          Specialty resins;     Automotive coatings and   Antwerp, Belgium;           Butanol; Chlorine;
                          polymer modifiers     sealants                  Bridgeport, NJ; LaSalle,    Formaldehyde; Melamine;
                                                                          Quebec, Canada;             Methanol; Phthalic
                                                                          Springfield, MA             Anhydride; Toluene
                          ------------------------------------------------------------------------------------------------------
                          Skydrol(R) aviation   Hydraulic fluids for      St. Louis, MO               Phosphorus Oxychloride
                          hydraulic fluids;     commercial aircraft
                          lubricants
--------------------------------------------------------------------------------------------------------------------------------
Personal Products         Acrilan(R) acrylic    Sweaters; half-hose;      Decatur, AL                 Acrylonitrile
                          fiber                 active wear; hand-knit
                                                yarns; craft yarns
                          ------------------------------------------------------------------------------------------------------
                          Vydyne(R) nylon       Consumer electronics;     Pensacola, FL               Acrylonitrile; Ammonia;
                          molding resins        medical devices                                       Cyclohexane; Propylene
                          ------------------------------------------------------------------------------------------------------
                          Dental phosphates;    Dentifrices; dish         Augusta, GA; Newport,       Benzene; Caustic Soda;
                          industrial phosphates detergents; water         United Kingdom; Ruabon,     Phosphorus; Soda Ash
                                                conditioners              United Kingdom; St. Louis,
                                                                          MO; Sao Jose dos Campos,
                                                                          Brazil; Soda Springs, ID;
                                                                          Trenton, MI
--------------------------------------------------------------------------------------------------------------------------------
Chemicals                 Industrial            Metal treating, cleaning  Augusta, GA; Luling, LA;    Ammonia; Chlorine;
                          phosphates;           and etching; plant food   St. Louis, MO; Sauget, IL;  Phosphorus; Soda Ash;
                          phosphoric acid;      fertilizers;              Trenton, MI                 Sulphur
                          phosphorus            oil additives
                          pentasulfide;
                          phosphorus
                          trichloride
                          ------------------------------------------------------------------------------------------------------
                          Nitrochlorobenzene    Dyes; pigments; rubber    Anniston, AL; Nitro, WV;    Benzene; Caustic Soda;
                          derivatives; Sodium   preservatives;            Ruabon, United Kingdom;     Chlorine
                          MBT                   engineering;              Sauget, IL
                                                thermoplastics;
                                                antifreeze; water
                                                treatment
                          ------------------------------------------------------------------------------------------------------
                          Manutex(R) and        Cleaners; textile         Girvan, United Kingdom;     Corn Syrup; Seaweed
                          Kelgin(R) sodium      printing; paper sizings   Knowsley, United Kingdom;
                          alginates; Kelzan(R)  and coatings;             Okmulgee, OK; San Diego,
                          AR xanthan gum        firefighting foams        CA
                          ------------------------------------------------------------------------------------------------------
                          Kelzan(R) X,          Oil and gas well          Knowsley, United Kingdom;   Corn syrup
                          Kelzan(R)             drilling                  Okmulgee, OK;
                          XCD, Xanvis(R)        applications              San Diego, CA
                          xanthan gums;
                          Biozan(R) welan
                          gum
--------------------------------------------------------------------------------------------------------------------------------
Capital Equipment         Sulfuric acid and     Process plants            On-Site Construction        Various Construction
                          process plants                                                              Components
                          (design and
                          construction); air
                          emission control
                          systems
                          ------------------------------------------------------------------------------------------------------
                          Therminol(R) heat     Heat transfer fluids      Alvin, TX; Anniston, AL;    Benzene; Phenol
                          transfer fluids;                                Newport, United Kingdom
                          diphenyl oxide
                          ------------------------------------------------------------------------------------------------------
                          Dequest(R) water      Scale inhibitors; oil     Newport, United Kingdom     Phosphorus Trichloride
                          treatment chemicals   field chemicals
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       4

<PAGE> 6
PRINCIPAL EQUITY AFFILIATES

    Monsanto participates in a number of joint ventures in which it shares
management control with other companies. Principal joint ventures in which
Monsanto has a fifty percent ownership interest include: Flexsys L.P.,
headquartered in Belgium, which produces and sells rubber chemicals and rubber
test instruments and Advanced Elastomer Systems, L.P., headquartered in the
United States, which produces and sells thermoplastic elastomers. In addition,
aspartame is manufactured and sold in Europe by fifty percent-owned joint
ventures. See "Geographic Data" on page 43 of the 1996 Annual Report. In
addition, the Company has a significant equity position in DeKalb
Genetics Corp.

SALE OF PRODUCTS

    Monsanto's products are sold directly to customers in various industries, to
wholesalers and other distributors and jobbers, to retailers and to the ultimate
consumer, principally by its own sales force, or, in some cases, through third
parties. With respect to pharmaceuticals, such sales force concentrates on
detailing to physicians and managed health care providers. As indicated on page
61 of the 1996 Annual Report, Monsanto's net income is historically higher
during the first half of the year, primarily because of the concentration of
generally more profitable sales of the Agricultural Products segment during that
part of the year. Monsanto's marketing and distribution practices do not result
in unusual working capital requirements on a consolidated basis, although the
seasonality of sales of the Agricultural Products segment sometimes results in
short-term borrowings to finance customer accounts receivable and inventories.
Inventories of finished goods, goods in process and raw materials are maintained
to meet customer requirements and Monsanto's scheduled production. In general,
Monsanto does not manufacture its products against a backlog of firm orders;
production is geared primarily to the level of incoming orders and to
projections of future demand. Monsanto generally is not dependent upon one or a
group of customers. The Food Ingredients segment, however, makes significant
sales to a few companies for use in carbonated soft drinks. Monsanto has no
material contracts with the government of the United States or any state, local
or foreign government. However, pursuant to contracts executed under U.S.
federal and state laws, the Pharmaceuticals segment pays rebates to state
governments for pharmaceuticals sold under state Medicaid programs and under
state-funded programs for the indigent. The Pharmaceuticals segment also grants
discounts to certain managed health care providers. Sales through managed health
care providers constitute an increasing percentage of that segment's sales.

    Introduction of new products by the Agricultural Products, Pharmaceuticals
and Food Ingredients segments is typically subject to prior review and approval
by the U.S. Food & Drug Administration, the U.S. Environmental Protection Agency
and/or the U.S. Department of Agriculture (or comparable agencies of ex-U.S.
governments) before they can be sold. Such reviews are often time-consuming and
costly. These agencies also have continuing jurisdiction over many existing
products of these segments. Governmental actions may also affect the pricing of
certain products, particularly in the Pharmaceuticals segment.

RAW MATERIALS AND ENERGY RESOURCES

    Monsanto is both a producer and significant purchaser of a wide spectrum of
its basic and intermediate raw material requirements. Major requirements for key
raw materials and fuels are typically purchased pursuant to long-term contracts.
Monsanto is not dependent on any one supplier for a material amount of its raw
materials or fuel requirements, but certain important raw materials are obtained
from a few major suppliers. In general, where Monsanto has limited sources of
raw materials, it has developed contingency plans to minimize the effect of any
interruption or reduction in supply. Information with respect to specific raw
materials is set forth in the table above under "Industry Segments; Principal
Products."

    While temporary shortages of raw materials and fuels may occasionally occur,
these items are generally sufficiently available to cover current and projected
requirements. However, their continuing availability and price are subject to
unscheduled plant interruptions occurring during periods of high demand, or due
to domestic and world market and political conditions, as well as to the direct
or indirect effect of U.S. and other countries' government regulations. The
impact of any future raw material and energy shortages on Monsanto's

                                       5

<PAGE> 7
business as a whole or in specific world areas cannot be accurately predicted.
Operations and products may, at times, be adversely affected by legislation,
shortages or international or domestic events.

PATENTS, TRADEMARKS, LICENSES, FRANCHISES AND CONCESSIONS

    Monsanto owns a large number of patents which relate to a wide variety of
products and processes, has pending a substantial number of patent applications,
and is licensed under a small number of patents of others. Also, Monsanto owns a
considerable number of established trademarks in many countries under which it
markets its products. Monsanto's patents and trademarks in the aggregate are of
material importance in the operation of its business, particularly in the
Agricultural Products and Pharmaceuticals segments and with respect to
NutraSweet(R) brand sweetener. Certain proprietary products such as Roundup(R)
herbicide are covered by patents. Although patents protecting Roundup(R)
herbicide have now expired in most countries, compound per se patent protection
for the active ingredient in Roundup(R) herbicide continues in the United States
into the year 2000. All patents covering the use of aspartame as a sweetener
have expired. NutraSweet(R) brand sweetener is currently manufactured under
several patents owned or licensed by The NutraSweet Company, a subsidiary of the
Company. Calan(R) SR, an antihypertensive pharmaceutical, is licensed through
the year 2004 to Searle by a third party, which has retained co-marketing
rights. The product no longer has patent protection nor non-patent regulatory
exclusivity conferred by the Waxman-Hatch amendments to the U.S. Food, Drug and
Cosmetics Act. Cytotec(R) ulcer preventive drug is protected by a U.S.
composition patent until July 29, 2000. Ambien(R) short-term treatment for
insomnia is licensed to a joint venture, of which Searle is a general partner
and holds a controlling interest, for the duration of the venture. This product
is protected by a U.S. patent to October 21, 2006, and by non-patent regulatory
exclusivity until December 16, 1997. Daypro(R) once-a-day arthritis treatment is
licensed to Searle until January 5, 2003 in the U.S. and varying dates in other
countries. This product is protected by a U.S. process patent that expires on
February 26, 2002, and by non-patent regulatory exclusivity extending to October
29, 1999. Monsanto's insect-resistant plant products (including NewLeaf(R)
potato and Bollgard(R) cotton) are protected by patents which extend until at
least 2013. Monsanto's herbicide-resistant plant product, Roundup Ready(R)
soybean, is protected by patents which extend until at least 2014.

    Monsanto holds (directly or by assignment) numerous phosphate leases, which
were issued on behalf of or granted by the United States, political subdivisions
of various states, or private parties. None of these leases taken individually
is deemed by Monsanto to be material, although Monsanto's phosphate leases in
the aggregate are significant to the Chemicals segment. Monsanto's phosphate
leases have varying terms, with leases obtained from the United States being of
indefinite duration subject to the modification of lease terms at twenty-year
intervals.

    Monsanto leases or subleases a number of kelp beds off the coast of
California from the State of California and several private parties. Monsanto
also has leases to harvest seaweed off the coasts of Scotland and (through a
joint venture) Ireland. None of these leases taken individually is deemed by
Monsanto to be material, although the leases to harvest seaweed in the aggregate
are significant to the Food Ingredients segment. The leases have varying terms.

COMPETITION

    Monsanto encounters substantial competition in each of its industry
segments. This competition, from other manufacturers of the same products and
from manufacturers of different products designed for the same uses, is expected
to continue in both U.S. and ex-U.S. markets. Depending on the product involved,
various types of competition are encountered, including price, delivery,
service, performance, product innovation, product recognition and quality.

    The number of Monsanto's principal competitors varies from product to
product. It is not practical to discuss Monsanto's numerous competitors because
of the large variety of Monsanto's products, the markets served and the
worldwide business interests of Monsanto. Overall, however, Monsanto regards its
principal product groups to be competitive with many other products of other
producers and believes that it is an important producer of many of such product
groups.

                                       6

<PAGE> 8
RESEARCH AND DEVELOPMENT

    Research and development constitute an important part of Monsanto's
activities. See "Review of Consolidated Results of Operations" and
"Supplemental Data" on pages 31 and 60, respectively, of the 1996 Annual
Report, incorporated herein by reference.

ENVIRONMENTAL MATTERS

    Monsanto remains strongly committed to complying with various laws and
government regulations concerning environmental matters and employee safety and
health in the United States and other countries. Compliance with stringent
requirements will continue to be an obligation of Monsanto, its competitors and
industry in general. U.S. federal environmental legislation having particular
impact on Monsanto includes the Toxic Substances Control Act; the Federal
Insecticide, Fungicide and Rodenticide Act; the Resource Conservation and
Recovery Act; the Clean Air Act; the Clean Water Act; the Safe Drinking Water
Act; and the Comprehensive Environmental Response, Compensation and Liability
Act ("CERCLA," commonly known as "Superfund"), as amended by the Superfund
Amendments and Reauthorization Act ("SARA"). Monsanto is also subject to the
Occupational Safety and Health Act and regulations of the Occupational Safety
and Health Administration ("OSHA") concerning employee safety and health
matters. The Environmental Protection Agency ("EPA"), OSHA and other federal
agencies have the authority to promulgate regulations which have an impact on
Monsanto's operations. In addition to these federal activities, various states
have been delegated certain authority under the aforementioned federal statutes.
Many state and local governments have adopted environmental and employee safety
and health laws and regulations, some of which are similar to federal
requirements. State and federal authorities may seek fines and penalties for
violation of these laws and regulations.

    Monsanto is dedicated to long-term environmental protection and compliance
programs that reduce and monitor emissions of hazardous materials into the
environment, as well as to the remediation of identified existing environmental
concerns.

    Expenditures in 1996 were approximately $48 million for environmental
capital projects and approximately $203 million for the management of
environmental programs, including the operation and maintenance of facilities
for environmental control. Monsanto estimates that during 1997 and 1998
approximately $40 million to $50 million per year will be spent on additional
capital projects for environmental protection.

    Monsanto intermittently receives notices from the EPA alleging that it is a
potentially responsible party ("PRP") under Superfund. In 1996 Monsanto
received three such notices. For many of Monsanto's notices, it has resolved
disputes, entered partial and complete consent decrees, and executed
administrative orders with EPA settling a portion or all of Monsanto's
liability.

    Monsanto's policy is to accrue costs for remediation of waste disposal sites
in the accounting period in which the responsibility is established and the cost
is estimable. Monsanto's estimates of its liabilities for Superfund sites, which
are based on evaluations of currently available facts with respect to each site,
take into consideration factors such as existing technology, presently enacted
laws and regulations, and prior experience in remediation of contaminated sites.
Monsanto does not discount these liabilities, and they have not been reduced for
any claims for recoveries from insurance or from third parties. Monsanto has an
accrued liability for Superfund sites of $58 million as of December 31, 1996. As
assessments and remediation activities progress at individual sites, these
liabilities are reviewed periodically and adjusted to reflect additional
technical, engineering and legal information that becomes available. Major
Superfund sites in this category include the noncompany-owned Brio, Fike/Artel,
Motco and Woburn sites, which account for $34 million of the accrued amount.

    Monsanto's estimate of its Superfund liability is affected by several
uncertainties. These include, but are not limited to, the method and extent of
remediation, the percentage of material attributable to Monsanto at the sites
relative to that attributable to other parties, and the financial capabilities
of the other PRPs at most sites. Because of these uncertainties, primarily
related to the method and extent of remediation, potential future expenses could
be as much as $10 million for these sites based upon existing technology and
other currently available information. These potential future expenses may be
incurred over the next decade.

                                       7

<PAGE> 9
    There are various other lawsuits, claims and proceedings that state agencies
and others have asserted against the Company, seeking remediation of alleged
environmental impairments. Monsanto is in the process of determining its
involvement, if any, at 36 of these sites. Monsanto has an accrued liability of
$72 million as of December 31, 1996, for these matters and for environmental
reserves at certain former Monsanto plant sites. The Company's estimate of its
liability related to these sites is affected by several uncertainties. These
include, but are not limited to, the extent of Monsanto's involvement, and the
method and extent of remediation. Because of these uncertainties, potential
future expenses could be as much as $50 million for these sites based upon
existing technology and other currently available information. Four sites in
this category account for $43 million of the accrued amount and for
substantially all of the potential future expenses.

    Monsanto spent $43 million in 1996 for remediation of Superfund and other
waste disposal sites. Most of these expenditures were related to the Chemicals
segment. Similar or greater amounts can be expected in future years.

    For hazardous and other waste facilities at operating locations, Monsanto
recognizes postclosure environmental costs and remediation costs over the
estimated remaining useful life of the related facilities, not to exceed 20
years. Monsanto spent $19 million in 1996 for remediation of these facilities
and has an accrued liability of $45 million as of December 31, 1996, for these
sites. Uncertainties related to these costs include evolving government
regulations, the method and extent of remediation, and future changes in
technology. Monsanto's estimated closure costs for these facilities are
approximately $75 million based upon existing technology and other currently
available information.

    Although the ultimate costs and results of remediation of waste disposal
sites cannot be predicted with certainty, Monsanto's liquidity, financial
position and profitability are not expected to be materially affected.

    In October 1996, the American Institute of Certified Public Accountants
issued Statement of Position (SOP) 96-1, "Environmental Remediation
Liabilities," which is effective for Monsanto in 1997. SOP 96-1 establishes
authoritative guidance regarding the recognition, measurement and disclosure of
environmental remediation liabilities. The preliminary estimate of the one-time
charge resulting from the adoption of this statement is in the range of $20
million to $25 million aftertax.

EMPLOYEE RELATIONS

    As of December 31, 1996, Monsanto had approximately 28,000 employees
worldwide. Satisfactory relations have prevailed between Monsanto and its
employees.

INTERNATIONAL OPERATIONS

    Monsanto and affiliated companies are engaged in manufacturing, sales and/or
research and development in the United States, Europe, Canada, Latin America,
Australia, Asia and Africa. A large number of products are manufactured abroad.
Ex-U.S. operations are potentially subject to a number of unique risks and
limitations, including: fluctuations in currency values; exchange control
regulations; import and trade restrictions, including embargoes; governmental
instability; and other potentially detrimental domestic and foreign governmental
practices or policies affecting U.S. companies doing business abroad. See
"Geographic Data" on page 43 of the 1996 Annual Report, incorporated herein by
reference.

LEGAL PROCEEDINGS

    Because of the size and nature of its business, Monsanto is a party to
numerous legal proceedings. Most of these proceedings have arisen in the
ordinary course of business and involve claims for money damages. While the
results of litigation cannot be predicted with certainty, Monsanto does not
believe these matters or their ultimate disposition will have a material adverse
effect on Monsanto's financial position, profitability or liquidity in any one
year, as applicable.

    On April 12, 1985, the Company was named as a defendant in the first of a
number of lawsuits in which plaintiffs claim injuries resulting from alleged
exposure to substances present at or emanating from the Brio Superfund site near
Houston, Texas. The Company is one of a number of companies that has sold
materials to the chemical reprocessor at that site. Currently pending against
the Company are the following matters: (a) The

                                       8

<PAGE> 10
Company is one of a number of defendants in 11 cases brought in Harris County
District Court or the United States District Court for the Southern District of
Texas on behalf of 960 plaintiffs who owned homes or lived in subdivisions near
the Brio site or along Clear Creek downstream from the site, attended school
near the site, or used nearby recreational baseball fields. Plaintiffs claim to
have suffered various personal injuries and fear future disease; they assert the
need for medical monitoring; and, in the case of the homeowners, claim property
damage. In addition to their claims of personal injury, four plaintiffs in one
of these cases allege business losses. Plaintiffs seek compensatory and punitive
damages in an unspecified amount. (b) The Company is one of a number of
defendants in two actions brought in Harris County District Court and one action
brought in Galveston County District Court on behalf of 409 plaintiffs, who are
former employees of the owners/operators of the Brio site, and members of the
employees' families or persons who worked near the Brio site. Plaintiffs in one
of these actions also owned homes or lived in subdivisions near the site,
attended schools near the site, or used nearby recreational ball fields.
Plaintiffs claim physical and emotional injury and seek compensatory and
punitive damages in an unspecified amount. The Company believes that it has
meritorious defenses to all of these lawsuits including lack of proximate cause,
lack of negligent or other improper conduct on the part of the Company, and
negligence of plaintiffs (or their parents) and/or of builders and developers of
the Southbend subdivision. The Company is vigorously defending these actions.

    On November 15, 1993, the Company was named in the first of a number of
lawsuits in which plaintiffs claim to have sustained personal injuries or
property damage as a result of the discharge of hazardous substances, including
polychlorinated biphenyls ("PCBs"), from its Anniston, Alabama plant site. The
following matters are currently pending: (a) The Company is a defendant in a
case pending in Circuit Court in St. Clair County, Alabama which has been
certified as a class action on behalf of all property owners in a specified area
along waterways near the plant. Plaintiffs claim loss in the value of their
property and seek compensatory and punitive damages in an unspecified amount.
(b) The Company is a defendant in eight additional cases brought in Circuit
Court in Calhoun County, Circuit Court in St. Clair County, Circuit Court in
Taladega County or in U.S. District Court in the Northern District of Alabama on
behalf of 1,641 individual plaintiffs who own or rent homes or own or operate
businesses along waterways near the plant or who attend churches near the plant.
One of the cases pending in U.S. District Court seeks certification of a
plaintiff class. An additional case has been filed in Circuit Court in Calhoun
County by one of the churches near the plant. The individual plaintiffs claim to
have suffered various personal injuries and fear future disease; they assert the
need for medical monitoring and claim to have suffered loss in the value of
their property or commercial injury. They seek compensatory and punitive damages
of $3 million or in unspecified amounts for each individual, and $20 million for
the church. (c) The Company has also received notice of a potential Citizen Suit
pursuant to Resource Conservation and Recovery Act Section 7002(a) (1) (B) on
behalf of four individuals who are plaintiffs in one of the suits pending in
Circuit Court in Calhoun County. The notice claims that hazardous substances,
including PCBs, have been released from the Anniston plant and pose an imminent
threat to health and the environment. The notice seeks statutory penalties of
$25,000 per day for a period of more than 5 years, for a total of $45,625,000.
The Company believes that it has meritorious defenses to all of these matters,
including lack of proximate cause of any physical injury or property damage,
lack of imminent threat to health or the environment and lack of negligence or
other improper conduct. The Company is vigorously defending these actions.

    In 1974, G. D. Searle & Co., a subsidiary of the Company ("Searle"),
introduced in the United States an intrauterine contraceptive product, commonly
referred to as an intrauterine device ("IUD"), under the name Cu-7(R).
Following extensive testing by Searle and review by the FDA, the Cu-7(R) was
approved for sale as a prescription drug. Searle has been named a defendant in a
number of product liability lawsuits alleging that the Cu-7(R) caused personal
injury resulting from pelvic inflammatory disease, perforation, pregnancy or
ectopic pregnancy. As of March 6, 1997, there were approximately 10 cases
pending in various U.S. state and federal courts and approximately 410 cases
filed outside the United States (the vast majority in Australia). The lawsuits
seek damages in varying amounts, including compensatory and punitive damages,
with most suits seeking at least $50,000 in damages. Searle believes it has
meritorious defenses and is vigorously defending each of these lawsuits. On
January 31, 1986, Searle voluntarily discontinued the sale of the Cu-7(R) in the
United States, citing the cost of defending such litigation.

    Searle has been named, together with numerous other prescription
pharmaceutical manufacturers and in some cases wholesalers or distributors, as a
defendant in a large number of related actions brought in federal

                                       9
<PAGE> 11
and/or state court, based on the practice of providing discounts or rebates to
managed-care organizations and certain other large purchasers. The federal cases
have been consolidated for pre-trial proceedings in the Northern District of
Illinois. The federal suits include a certified class action on behalf of retail
pharmacies representing the majority of retail pharmacy sales in the United
States. The class plaintiffs allege an industry-wide agreement in violation of
the Sherman Act to deny favorable pricing on sales of brand-name prescription
pharmaceuticals to certain retail pharmacies in the United States. The other
federal suits, brought as individual claims by several thousand pharmacies,
allege price discrimination in violation of the Robinson-Patman Act as well as
Sherman Act claims. An agreement reached by several defendants, not including
Searle, to settle the federal class action case, was approved by the trial judge
on June 21, 1996. Certain members of the class objected to the settlement and
have appealed the approval by the trial judge to the U.S. Court of Appeals for
the Seventh Circuit. Searle has entered into an agreement that would
significantly limit its liability (based generally on its share of the relevant
market) should the federal class action result in an adverse judgment. In
addition, consumers and a number of retail pharmacies have filed suit in various
state courts throughout the country alleging violations of state antitrust and
pricing laws. Searle believes it has meritorious defenses and is vigorously
defending each of these lawsuits.

    In 1996 the Company was the first to commercially introduce cotton
containing a gene encoding for Bacillus thuringiensis (Bt) endotoxin. Monsanto
is a leader in this scientific field and has engaged in Bt research and
biotechnology development over many years and owns a number of present and
pending patents which relate to this technology. On October 22, 1996, Mycogen
Corporation filed suit in U.S. District Court in Delaware seeking damages and
injunctive relief against the Company, DeKalb Genetics Corporation and Delta &
Pine Land alleging infringement of Bt related U.S. Patent Nos. 5,567,600 and
5,567,862 issued to Mycogen on that date. The Company has several meritorious
defenses including non-infringement, lack of validity of Mycogen's patent and
prior invention by the Company. The Company is vigorously defending against
Mycogen's lawsuit and has assumed the defense of Delta & Pine Land. Several
other lawsuits are pending between the Company and other parties involving Bt.
On March 19, 1996, the Company was issued U.S. Patent No. 5,500,365 and filed
suit in U.S. District Court in Delaware seeking damages and injunctive relief
against Mycogen Plant Science, Inc., Agrigenetics, Inc. and Ciba-Geigy
Corporation (Seed Division) for infringement of that patent. On May 19, 1995,
Mycogen initiated suit in U.S. District Court in California against the Company
alleging infringement of U.S. Patent 5,380,831 involving synthetic Bt genes and
seeking damages and injunctive relief. The District Court has granted motions
dismissing virtually all of Mycogen's patent claims on the basis that products
containing Bt genes made prior to January 1995 do not infringe the patent. The
Company has various meritorious defenses to the claims of Mycogen including
non-infringement, lack of validity and prior invention. The Company is also a
party in interference proceedings in the U.S. Patent and Trademark Office to
determine the first party to invent certain inventions related to Bt technology.
In all of the foregoing actions the Company is vigorously litigating its
position.

    On September 30, 1994, the U.S. Environmental Protection Agency ("EPA")
issued an administrative Complaint and Proposed Compliance Order alleging
violations by the Company of certain sections of the Resource Conservation and
Recovery Act. The alleged violations relate to the disposal of certain wastes at
the Company's formerly owned facility in Addyston, Ohio. Under a consent
agreement with the EPA executed by the Company on December 13, 1996, the Company
has agreed to pay a penalty of $105,515.

    The Company registered, on June 27, 1991, for the Compliance Audit Program
("CAP") administered by the EPA under the authority of Section 8(e) of the
Toxic Substances Control Act ("TSCA"). It has been reported that over 120
companies in the United States registered for the CAP. The CAP requires
registrants to audit health and environmental effect information in order to
determine whether information in the registrant's possession is reportable to
the EPA under TSCA Section 8(e). A registrant's liability, under the CAP, for
late reporting of information under TSCA 8(e), will be assessed on the basis of
a set amount per study submitted with the total liability not to exceed
$1,000,000. The Company voluntarily entered into a similar Consent Agreement
with the EPA before the CAP, and under that Agreement performed a more limited
audit than is required by the CAP and paid a settlement of $648,000. This
settlement amount has been credited to the Company under the CAP. Under a
consent agreement with the EPA executed by the Company on June 14, 1996, the
Company's remaining liability under the CAP is $352,000.

                                       10

<PAGE> 12
RISK MANAGEMENT

    Monsanto continually evaluates risk retention and insurance levels for
product liability, property damage and other potential areas of risk. Monsanto
devotes significant effort to maintaining and improving safety and internal
control programs, which reduce its exposure to certain risks. Management decides
the amount of insurance coverage to purchase from unaffiliated companies and the
appropriate amount of risk to retain, based on the cost and availability of
insurance and the likelihood of a loss. Since 1986, Monsanto's liability
insurance has been on the "claims made" policy form. Management believes that
the current levels of risk retention are consistent with those of other
companies in the various industries in which Monsanto operates. There can be no
assurance that Monsanto will not incur losses beyond the limits of, or outside
the coverage of, its insurance. Monsanto's liquidity, financial position and
profitability are not expected to be affected materially by the levels of risk
retention that the Company accepts.

ITEM 2. PROPERTIES.

    The General Offices of the Company are located on a 285-acre tract of land
in St. Louis County, Missouri. The Company also owns a 210-acre tract in St.
Louis County on which additional research facilities are located. Monsanto also
has research laboratories and technical centers throughout the world.
Information with respect to Monsanto's manufacturing locations worldwide and the
industry segments which use such plants as of January 1, 1997, is set forth
under "Business--Industry Segments; Principal Products" in Item 1 of this
Report, which is incorporated herein by reference.

    Monsanto's principal plants are suitable and adequate for their use.
Utilization of these facilities may vary with seasonal, economic and other
business conditions, but none of the principal plants is substantially idle. The
facilities generally have sufficient capacity for existing needs and expected
near-term growth. Most of these plants are owned in fee. However, the land at
the Antwerp, Belgium plant, and major portions of the San Diego, California
plant, are leased. In addition, a portion of a plant at Augusta, Georgia is
currently leased with an option to purchase, pursuant to an industrial revenue
bond financing. The Company has granted leases, with options to purchase, on
approximately 366 acres of the 3,000 acres at the Alvin, Texas plant site. In
limited instances, Monsanto has granted leases on portions of other plant sites
not required for current operations.

ITEM 3. LEGAL PROCEEDINGS.

    For information concerning certain legal proceedings involving Monsanto, see
"Business--Environmental Matters" and "Business--Legal Proceedings"
contained in Item 1 of this Report.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

    No matters were submitted to the security holders during the fourth quarter
of 1996.

EXECUTIVE OFFICERS OF THE REGISTRANT.

    Information regarding executive officers is contained in Item 10 of Part III
of this Report (General Instruction G) and is incorporated herein by reference.

                                       11

<PAGE> 13
                                    PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
        MATTERS.

    The narrative or tabular information regarding the market for the Company's
common equity and related stockholder matters appearing under "Review of Cash
Flow" on page 48 and "Quarterly Data" (for the years 1995 and 1996) on page
61 of the 1996 Annual Report is incorporated herein by reference.

ITEM 6. SELECTED FINANCIAL DATA.

    The tabular information under "Financial Summary--Operating Results,
Earnings per Share and Year-End Financial Position" and the amounts of
Dividends per Share, all for the years 1992 through 1996, appearing on page 62
of the 1996 Annual Report, is incorporated herein by reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATION.

    The tabular and narrative information appearing under "Review of
Consolidated Results of Operations" on pages 29 through 33, "Segment Data" on
pages 34 through 42, "Review of Changes in Financial Position" on page 45, and
"Review of Cash Flow" on pages 47 and 48 of the 1996 Annual Report is
incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

    The consolidated financial statements of Monsanto appearing on pages 28, 44,
46, 49 and 50 through 60; the Independent Auditors' Opinion appearing on page
27; and the tabular and narrative information appearing under "Quarterly Data"
on page 61 of the 1996 Annual Report are incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.

    None.

                                       12

<PAGE> 14
                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

    Information regarding directors and executive officers appearing under
"Election of Directors" on pages 2 through 4 of the Monsanto Company Notice of
Annual Meeting and Proxy Statement (the "1997 Proxy Statement") dated March
13, 1997, is incorporated herein by reference. The following information with
respect to the Executive Officers of the Company on March 1, 1997, is included
pursuant to Instruction 3 of Item 401(b) of Regulation S-K:

<TABLE>
<CAPTION>
                                                           Year
                                                           First
                                                         Became an
                                 Present Position        Executive
         Name--Age                with Registrant         Officer      Other Business Experience since January 1, 1992
--------------------------   ------------------------    ---------  -----------------------------------------------------------
<S>                          <C>                         <C>        <C>
Richard U. De Schutter, 56   Chairman, Chief Executive     1995     President, G. D. Searle & Co., 1991; President and
                             Officer and President, G.              Chief Operating Officer, G. D. Searle & Co., 1993; and
                             D. Searle & Co. (a                     present position, 1995.
                             subsidiary of the
                             Company); Advisory
                             Director--Monsanto Company

Steven L. Engelberg, 54      Senior Vice President         1995     Partner, Keck, Mahin & Cate, 1986; Partner-in-Charge,
                             --Monsanto Company                     Keck, Mahin & Cate Washington, D.C. office, 1986; Chief
                                                                    of Staff of Office of the United States Trade
                                                                    Representative (on leave from Keck, Mahin & Cate
                                                                    until May 1993), 1993; Vice President, Worldwide
                                                                    Government Affairs--Monsanto Company, 1994; and present
                                                                    position, 1996.

Pierre Hochuli, 49           Vice President--Monsanto      1995     Vice President, Finance and Planning--The Agricultural
                             Company; President--Growth             Group, 1991; Vice President and General Manager, New
                             Enterprises Business Unit;             Products Division--The Agricultural Group, 1992; Group
                             Chairman, Monsanto                     Vice President and General Manager, New Products
                             Europe-Africa                          Division--The Agricultural Group, 1993; Vice President,
                                                                    Corporate Planning--Monsanto Company, 1993; Vice
                                                                    President--Monsanto Company; President--Growth
                                                                    Enterprises, 1995; and present position, 1996.

Robert B. Hoffman, 60        Senior Vice President and     1994     Vice President, FMC Corporation, 1990; and present
                             Chief Financial Officer;               position, 1994.
                             Advisory Director--Monsanto
                             Company

John C. Hunter III, 50       President, Fibers Business    1997     Vice President and General Manager, Asia-
                             Unit--Monsanto Company                 Pacific--Monsanto Chemical Company, 1989; Vice
                                                                    President and General Manager, Fibers Division and
                                                                    Asia-Pacific--The Chemical Group, 1993; and present
                                                                    position, 1995.

R. William Ide III, 56       Senior Vice President,        1996     Partner, Kutak Rock, 1989; President, American Bar
                             General Counsel and                    Association, 1993-1994; Partner, Long, Aldridge &
                             Secretary--Monsanto                    Norman, 1993; and present position, 1996.
                             Company

Donna A. Kindl, 39           Vice President, Human         1996     Director of Human Resources Planning and Development,
                             Resources--Monsanto                    Clorox Corporation, 1990; Director of Human Resources,
                             Company                                Staff of the Vice Chairman--Monsanto Company, 1993;
                                                                    Director, Human Resources, Crop Protection Business
                                                                    Unit--Monsanto Company, 1995; and present position,
                                                                    1996.

                                       13

<PAGE> 15
<CAPTION>
                                                           Year
                                                           First
                                                         Became an
                                 Present Position        Executive
         Name--Age                with Registrant         Officer      Other Business Experience since January 1, 1992
--------------------------   ------------------------    ---------  -----------------------------------------------------------
<S>                          <C>                         <C>        <C>
Philip Needleman, 58         Senior Vice President,        1991     Vice President, Research and Development; Advisory
                             Research and Development               Director--Monsanto Company, 1991; Vice President,
                             and Chief Scientist;                   Research and Development; Advisory Director--Monsanto
                             Advisory Director--Monsanto            Company; President, Research and Development, G. D.
                             Company; President,                    Searle & Co., 1992; and present position, 1993.
                             Research and Development,
                             G. D. Searle & Co.

Robert G. Potter, 57         Executive Vice President      1981     Executive Vice President and Advisory
                             and Advisory Director--                Director--Monsanto Company; President--The Chemical
                             Monsanto Company                       Group, 1990; and present position, 1995.

Nicholas L. Reding, 62       Director; Vice Chairman--     1976     Executive Vice President, Environment, Safety, Health
                             Monsanto Company                       and Manufacturing and Advisory Director--Monsanto
                                                                    Company, 1990; and present position, 1993.

Robert W. Reynolds, 53       Vice President,               1994     Vice President and General Manager, Crop Protection
                             International Operations               Products Division--Monsanto Agricultural Company, 1990;
                             and Development--Monsanto              Vice President and Managing Director, Latin America
                             Company                                World Area--Monsanto Company, 1992; and present
                                                                    position, 1994.

Robert B. Shapiro, 58        Director; Chairman, Chief     1987     Executive Vice President and Advisory
                             Executive Officer and                  Director--Monsanto Company and President--The
                             President--Monsanto                    Agricultural Group, 1990; Director; President and Chief
                             Company                                Operating Officer--Monsanto Company, 1993; and present
                                                                    position, 1995.

Hendrik A. Verfaillie, 51    Executive Vice President      1993     Vice President and General Manager, Roundup
                             and Advisory Director--                Division--The Agricultural Group, 1990; Vice President
                             Monsanto Company                       and Advisory Director--Monsanto Company; President--The
                                                                    Agricultural Group, 1993; Vice President and Advisory
                                                                    Director--Monsanto Company, 1995; and present position,
                                                                    1995.

Virginia V. Weldon, 61       Senior Vice President,        1990     Vice President, Public Policy; Advisory Director--
                             Public Policy; Advisory                Monsanto Company, 1990; and present position, 1993.
                             Director--Monsanto Company
</TABLE>

The above-listed individuals are elected to the offices set opposite their names
to hold office until their successors are duly elected and have qualified, or
until their earlier death, resignation or removal.

ITEM 11. EXECUTIVE COMPENSATION.

    Information appearing under "Directors' Fees and Other Arrangements" on
pages 8 and 9 and under "Executive Compensation" on pages 15 through "Certain
Agreements" on page 21 of the 1997 Proxy Statement is incorporated herein by
reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

    Information appearing under "Stock Ownership of Management and Certain
Beneficial Owners" on pages 5 and 6 of the 1997 Proxy Statement is incorporated
herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

    Information appearing under "Other Information Regarding Management"
on pages 21 and 22 of the 1997 Proxy Statement is incorporated herein by
reference.

                                       14

<PAGE> 16
                                    PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

    (a) Documents filed as part of this Report:

        1. The financial statements set forth at pages 28, 44, 46, 49 and 50
           through 60 of the 1996 Annual Report (See Exhibit 13 under Paragraph
           (a)3 of this Item 14)

        2. Financial Statement Schedules

            The following supplemental schedule for the years ended December 31,
            1996, 1995 and 1994:

                V--Valuation and Qualifying Accounts

            All other supplemental schedules are omitted because of the absence
            of the conditions under which they are required.

        3. Exhibits--See the Exhibit Index beginning at page 20 of this Report.
           For a listing of all management contracts and compensatory plans or
           arrangements required to be filed as exhibits to this Form 10-K, see
           the Exhibits listed under Exhibit Nos. 10.1 through 10.36 on pages 20
           through 22 of the Exhibit Index. The following Exhibits listed in the
           Exhibit Index are filed with this Report:

                10  26. Supplemental Retirement Plan regarding Richard U.
                        De Schutter

                13  The Company's 1996 Annual Report to shareowners

                21  Subsidiaries of the registrant (See page 24)

                23   1. Consent of Independent Auditors (See page 25)

                     2. Consent of Company Counsel (See page 25)

                24   1. Powers of attorney submitted by Joan T. Bok, Robert M.
                        Heyssel, Robert B. Hoffman, Michael R. Hogan, Gwendolyn
                        S. King, Philip Leder, Howard M. Love, Frank A. Metz,
                        Jr., Jacobus F.M. Peters, Nicholas L. Reding, John S.
                        Reed, John E. Robson, William D. Ruckelshaus, Robert B.
                        Shapiro and John B. Slaughter.

                     2. Certified copy of Board resolution authorizing Form 10-K
                        filing utilizing powers of attorney

                27  Financial Data Schedule (part of electronic submission only)

                99  Computation of the Ratio of Earnings to Fixed Charges for
                    Monsanto Company and Subsidiaries (See page 26)

    (b) Reports on Form 8-K during the quarter ended December 31, 1996:

        A Form 8-K as of December 6, 1996, was filed by the Company regarding
    (1) a plan to spin off Monsanto's chemical businesses and form two new
    separately traded, publicly held companies--a life sciences company and a
    chemical company and (2) the approval of a reserve to cover certain costs.

                                       15

<PAGE> 17
                        OPINION OF INDEPENDENT AUDITORS

Monsanto Company:

    We have audited the statement of consolidated financial position of Monsanto
Company and Subsidiaries as of December 31, 1996 and 1995 and the related
statements of consolidated income, shareowners' equity and cash flow for each of
the three years in the period ended December 31, 1996 and have issued our
opinion thereon dated February 28, 1997; such financial statements and opinion
are included in your 1996 Annual Report to shareowners and are incorporated
herein by reference. Our audits also comprehended the schedule of Monsanto
Company and Subsidiaries, listed in Item 14(a)2. This schedule is the
responsibility of the Company's management. Our responsibility is to express an
opinion based on our audits. In our opinion, such schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly in all material respects the information shown therein.


                                             /S/ DELOITTE & TOUCHE


                                             DELOITTE & TOUCHE LLP

Saint Louis, Missouri
February 28, 1997

                                       16

<PAGE> 18
                                                                      SCHEDULE V

                       MONSANTO COMPANY AND SUBSIDIARIES
                       ---------------------------------
                       VALUATION AND QUALIFYING ACCOUNTS
              FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                             (Dollars in millions)
<TABLE>
<CAPTION>
                             COLUMN A                                         COLUMN B     COLUMN C     COLUMN D        COLUMN E
                             --------                                         --------     --------     --------        --------
                                                                                           Additions
                                                                             Balance at   Charged to                    Balance at
                                                                             Beginning     Costs and                      End of
                           Description                                        of Year      Expenses    Deductions          Year
                           -----------                                       ----------   ----------   ----------       ----------
<S>                                                                          <C>           <C>          <C>             <C>
Year Ended December 31, 1996:

    Reserves deducted from related assets in the Statement of Consolidated
        Financial Position:

      Doubtful receivables and returns and allowances....................... $      57     $     19     $      23<FA>   $     53
                                                                             ---------     --------     ---------       --------
      Inventory and obsolescence losses..................................... $      34     $     14     $       2       $     46
                                                                             ---------     --------     ---------       --------
      Amortization of intangible assets..................................... $     638     $    163<FB> $      (6)      $    807
                                                                             ---------     --------     ---------       --------
      Deferred tax asset valuation allowances............................... $      90     $      2     $     (76)<FC>  $    168
                                                                             ---------     --------     ---------       --------

Year Ended December 31, 1995:

    Reserves deducted from related assets in the Statement of Consolidated
        Financial Position:

      Doubtful receivables and returns and allowances....................... $      57     $     24     $      24<FA>   $     57
                                                                             ---------     --------     ---------       --------
      Inventory and obsolescence losses..................................... $      34     $      6     $       6       $     34
                                                                             ---------     --------     ---------       --------
      Amortization of intangible assets..................................... $     522     $    128<FB> $      12       $    638
                                                                             ---------     --------     ---------       --------
      Deferred tax asset valuation allowances............................... $      85     $     15     $      10       $     90
                                                                             ---------     --------     ---------       --------

Year Ended December 31, 1994:

    Reserves deducted from related assets in the Statement of Consolidated
        Financial Position:

      Doubtful receivables and returns and allowances....................... $      51     $     25     $      19<FA>   $     57
                                                                             ---------     --------     ---------       --------
      Inventory and obsolescence losses..................................... $      45     $     12     $      23       $     34
                                                                             ---------     --------     ---------       --------
      Amortization of intangible assets..................................... $     450     $     81     $       9       $    522
                                                                             ---------     --------     ---------       --------
      Deferred tax asset valuation allowances............................... $      89     $     (9)    $      (5)      $     85
                                                                             ---------     --------     ---------       --------
<FN>
NOTES:

  <FA> Principally allowances granted.

  <FB> Includes $12 million and $9 million charged to cost of goods sold in 1996
       and 1995, respectively. Also includes $23 million related to asset
       impairment charges in 1996.

  <FC> Principally related to the consolidation of Calgene balances for
       financial reporting purposes.
</TABLE>

                                       17

<PAGE> 19
                                   SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                                     MONSANTO COMPANY
                                          --------------------------------------
                                                       (Registrant)

                                          By        /S/ MICHAEL R. HOGAN
                                            ------------------------------------
                                                      Michael R. Hogan
                                               Vice President and Controller
                                               (Principal Accounting Officer)

Date: March 24, 1997

    Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.


<TABLE>
<CAPTION>
                        SIGNATURE                               TITLE                          DATE
                        ---------                               -----                          ----
<S>                                                    <C>                                <C>
                           <F*>                        Chairman, President and            March 24, 1997
      ---------------------------------------------    Director (Principal Executive
                   (Robert B. Shapiro)                 Officer)

                           <F*>                        Vice Chairman and Director         March 24, 1997
      ---------------------------------------------
                  (Nicholas L. Reding)

                           <F*>                        Senior Vice President              March 24, 1997
      ---------------------------------------------    (Principal Financial Officer)
                   (Robert B. Hoffman)

                   /S/ MICHAEL R. HOGAN                Vice President and Controller      March 24, 1997
      ---------------------------------------------    (Principal Accounting Officer)
                   (Michael R. Hogan)

                           <F*>                        Director                           March 24, 1997
      ---------------------------------------------
                      (Joan T. Bok)

                           <F*>                        Director                           March 24, 1997
      ---------------------------------------------
                   (Robert M. Heyssel)

                           <F*>                        Director                           March 24, 1997
      ---------------------------------------------
                   (Gwendolyn S. King)

                           <F*>                        Director                           March 24, 1997
      ---------------------------------------------
                     (Philip Leder)

                           <F*>                        Director                           March 24, 1997
      ---------------------------------------------
                    (Howard M. Love)

                           <F*>                        Director                           March 24, 1997
      ---------------------------------------------
                  (Frank A. Metz, Jr.)

                                                  18
<PAGE> 20

<CAPTION>
                        SIGNATURE                       TITLE                                  DATE
                        ---------                       -----                                  ----
<S>                                                    <C>                                <C>

                           <F*>                        Director                           March 24, 1997
      ---------------------------------------------
                  (Jacobus F.M. Peters)

                           <F*>                        Director                           March 24, 1997
      ---------------------------------------------
                     (John S. Reed)

                           <F*>                        Director                           March 24, 1997
      ---------------------------------------------
                    (John E. Robson)

                           <F*>                        Director                           March 24, 1997
      ---------------------------------------------
                (William D. Ruckelshaus)

                                                       Director                           March   , 1997
      ---------------------------------------------
                   (John B. Slaughter)

<FN>
<F*>R. William Ide III, 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
    Report.
</TABLE>

                                                  /S/ R. WILLIAM IDE III

                                          --------------------------------------
                                                    R. William Ide III
                                                     Attorney-in-Fact

                                       19

<PAGE> 21
                                 EXHIBIT INDEX

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

<TABLE>
<CAPTION>
Exhibit No.                            Description
-----------                            -----------
<S>         <C>
    2        Omitted--Inapplicable

    3        1. Restated Certificate of Incorporation of the Company
                effective as of April 29, 1996 (incorporated herein by reference
                to Exhibit 3.(i) of the Company's Form 10-Q for the quarter
                ended March 31, 1996)

             2. By-Laws of the Company, as amended effective September 1,
                1993 (incorporated herein by reference to Exhibit 99.1 of the
                Company's Form 10-Q for the quarter ended September 30, 1993)

    4        1. 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)

             2. Registrant agrees to furnish to the Securities and Exchange
                Commission upon request copies of instruments defining the
                rights of holders of certain long-term debt not being
                registered of the registrant and all subsidiaries for which
                consolidated or unconsolidated financial statements are
                required to be filed.

    9        Omitted--Inapplicable

   10        1. Non-Employee Directors Stock Plan, as amended in 1991
                (incorporated herein by reference to Exhibit 19(ii)1 of the
                Company's Form 10-Q for the quarter ended June 30, 1991)

             2. Non-Employee Directors Retirement Plan, as amended in 1991
                (incorporated herein by reference to Exhibit 19(ii) of the
                Company's Form 10-Q for the quarter ended September 30, 1991)

             3. Charitable Contribution Program effective April 1, 1992
                (incorporated herein by reference to Exhibit 19(i)1 of the
                Company's Form 10-K for the year ended December 31, 1991)

             4. Deferred Compensation Plan for Non-Employee Directors, as
                amended in 1983 and 1991 (incorporated herein by reference to
                Exhibit 19(ii)1 of the Company's Form 10-K for the year ended
                December 31, 1991)

             5. Consulting Agreement between the Company and Philip Leder
                dated January 17, 1990 (incorporated herein by reference to
                Exhibit 19(i)3 of the Company's Form 10-K for the year ended
                December 31, 1989)

             6. Financial Planning Services Program for Monsanto Management
                Council Members, as amended in 1993 (incorporated herein by
                reference to Exhibit 10.1 of the Company's Form 10-Q for the
                quarter ended March 31, 1993)

             7. Monsanto Management Incentive Plan of 1984, as amended in
                1987, 1988 and 1989 (incorporated herein by reference to Exhibit
                19(ii)2 of the Company's Form 10-K for the year ended
                December 31, 1989)

             8. Monsanto Management Incentive Plan of 1988/I, as amended in
                1988, 1989, 1991 and 1992 (incorporated herein by reference to
                Exhibit 99.1 of the Company's Form 10-K for the year ended
                December 31, 1992)

                                    20

<PAGE> 22
<CAPTION>
                        EXHIBIT INDEX (CONT'D)

Exhibit No.                            Description
-----------                            -----------
<S>         <C>
             9. Monsanto Management Incentive Plan of 1988/II, as amended in
                1989, 1991 and 1992 (incorporated herein by reference to Exhibit
                99.2 of the Company's Form 10-K for the year ended December
                31, 1992)

            10. Monsanto Management Incentive Plan of 1994 (incorporated
                herein by reference to Appendix A of the Monsanto Company Notice
                of Annual Meeting and Proxy Statement dated March 14, 1994)

            11. Monsanto Management Incentive Plan of 1996 (incorporated
                herein by reference to Appendix A of the Monsanto Company Notice
                of Annual Meeting and Proxy Statement dated March 14, 1996)

            12. Monsanto Executive Stock Purchase Incentive Plan
                (incorporated herein by reference to Appendix B of the Monsanto
                Company Notice of Annual Meeting and Proxy Statement dated
                March 14, 1996)

            13. Annual Incentive Program for Executive Officers
                (incorporated herein by reference to the description on pages
                22-23 of the Monsanto Company Notice of Annual Meeting and
                Proxy Statement dated March 14, 1994)

            14. Long-Term Incentive Program for Executive Officers
                (incorporated herein by reference to the description on page 23
                of the Monsanto Company Notice of Annual Meeting and Proxy
                Statement dated March 14, 1994)

            15. Split-dollar Life Insurance Plan (incorporated herein by
                reference to Exhibit 10(iii)19 of the Company's Form 10-K for
                the year ended December 31, 1987)

            16. Executive Health Program (incorporated herein by reference
                to Exhibit 19(i) of the Company's Form 10-Q for the quarter
                ended March 31, 1989)

            17. Agreement between the Company and Nicholas L. Reding entered
                into as of May 16, 1988 (incorporated herein by reference to
                Exhibit 19(i)18 of the Company's Form 10-Q for the quarter
                ended June 30, 1988)

            18. Agreement between the Company and Robert G. Potter entered
                into as of May 16, 1988 (incorporated herein by reference to
                Exhibit 19(i)5 of the Company's Form 10-K for the year ended
                December 31, 1989)

            19. Agreement between the Company and Robert B. Shapiro entered
                into as of July 23, 1990 (incorporated herein by reference to
                Exhibit 19(i)1 of the Company's Form 10-Q for the quarter
                ended September 30, 1990)

            20. Letter Agreement between the Company and Robert B. Shapiro
                entered into as of July 23, 1990 (incorporated herein by
                reference to Exhibit 19(i)3 of the Company's Form 10-Q for
                the quarter ended September 30, 1990)

            21. Letter Agreement between the Company and Hendrik A.
                Verfaillie entered into as of June 27, 1988 (incorporated herein
                by reference to Exhibit 10.20 of the Company's Form 10-K for
                the year ended December 31, 1996)

            22. Agreement between the Company and Hendrik A. Verfaillie
                entered into as of July 5, 1988 (incorporated herein by
                reference to Exhibit 10.21 of the Company's Form 10-K for
                the year ended December 31, 1996)

                                       21

<PAGE> 23
<CAPTION>
                             EXHIBIT INDEX (CONT'D)

Exhibit No.                            Description
-----------                            -----------
<S>         <C>

            23. Agreement dated January 29, 1993 between the Company and
                Hendrik A. Verfaillie, amending the Letter Agreement entered
                into as of June 27, 1988, and amending the Agreement entered
                into as of July 5, 1988 (incorporated herein by reference to
                Exhibit 10.22 of the Company's Form 10-K for the year ended
                December 31, 1996)

            24. Amendment to Letter Agreement between the Company and Robert
                B. Shapiro entered into as of July 23, 1990 (incorporated herein
                by reference to Exhibit 10.23 of the Company's Form 10-K for
                the year ended December 31, 1996)

            25. Change of Control Agreement regarding Richard U. De Schutter
                (incorporated herein by reference to the description on page
                21 of the Monsanto Company Notice of Annual Meeting and Proxy
                Statement dated March 13, 1997)

            26. Supplemental Retirement Plan regarding Richard U. De Schutter

            27. Searle Phantom Stock Option Plan of 1986, as amended in
                1990, 1991, 1992 and 1995 (incorporated herein by reference in
                Exhibit 10.1 of the Company's Form 10-Q for the quarter
                ended March 31, 1995)

            28. Searle Monsanto Stock Option Plan of 1986, as amended in
                1988, 1989, 1990, 1991 and 1995 (incorporated herein by
                reference to Exhibit 10.2 of the Company's Form 10-Q for the
                quarter ended March 31, 1995)

            29. Searle/Monsanto Stock Plan of 1994, as amended in 1995
                (incorporated herein by reference to Exhibit 10.3 of the
                Company's Form 10-Q for the quarter ended March 31, 1995)

            30. G. D. Searle & Co. Supplemental Medical Reimbursement Plan,
                as amended in 1995 (incorporated herein by reference to Exhibit
                10.4 of the Company's Form 10-Q for the quarter ended March 31,
                1995)

            31. G. D. Searle & Co. Executive Travel Accident Insurance Plan,
                as amended in 1989 (incorporated herein by reference to Exhibit
                19(ii)4 of the Company's Form 10-Q for the quarter ended
                June 30, 1989)

            32. G. D. Searle & Co. Executive Supplemental Long Term
                Disability Plan (incorporated herein by reference to Exhibit
                19(i)7 of the Company's Form 10-Q for the quarter ended June
                30, 1988)

            33. G. D. Searle & Co. Split Dollar Life Insurance Plan, as
                amended in 1989 (incorporated herein by reference to Exhibit
                19(ii)3 of the Company's Form 10-Q for the quarter ended
                June 30, 1989)

            34. G. D. Searle & Co. Legal/Tax/Financial Counseling Plan
                (incorporated herein by reference to Exhibit 19(i)8 of the
                Company's Form 10-Q for the quarter ended June 30, 1988)

            35. G. D. Searle & Co. Executive Relocation Plan, as amended in
                1994 (incorporated herein by reference to Exhibit 10.7 of the
                Company's Form 10-Q for the quarter ended June 30, 1994)

            36. G. D. Searle & Co. Deferred Compensation Plan, as amended in
                1994 (incorporated herein by reference to Exhibit 10.6 of the
                Company's Form 10-Q for the quarter ended June 30, 1994)

                                       22

<PAGE> 24
<CAPTION>
                             EXHIBIT INDEX (CONT'D)

Exhibit No.                            Description
-----------                            -----------
<S>         <C>
     11     Omitted--Inapplicable; see "Earnings per Share" on page 58 of
            the 1996 Annual Report

     12     Statement re Computation of the Ratio of Earnings to Fixed
            Charges--See Exhibit 99 below

     13     The Company's 1996 Annual Report to shareowners. (The electronic
            submission includes only the financial report section of the
            Annual Report, consisting of pages 25 through 62 of that
            Report.) Only those portions expressly incorporated by reference
            into this Form 10-K are deemed "filed"; other portions are
            furnished only for the information of the Commission.

     18     Omitted--Inapplicable

     21     Subsidiaries of the registrant (See page 24)

     22     Omitted--Inapplicable

     23     1. Consent of Independent Auditors (See page 25)

            2. Consent of Company Counsel (See page 25)

     24     1. Powers of attorney submitted by Joan T. Bok, Robert M.
               Heyssel, Robert B. Hoffman, Michael R. Hogan, Gwendolyn S. King,
               Philip Leder, Howard M. Love, Frank A. Metz, Jr., Jacobus
               F.M. Peters, Nicholas L. Reding, John S. Reed, John E.
               Robson, William D. Ruckelshaus, Robert B. Shapiro and John B.
               Slaughter

            2. Certified copy of Board resolution authorizing Form 10-K
               filing utilizing powers of attorney

     27     Financial Data Schedule (part of electronic submission only)

     99     Computation of the Ratio of Earnings to Fixed Charges for
            Monsanto Company and Subsidiaries (See page 26)

<FN>
-------
Only Exhibits Nos. 13, 21, 23.1, 23.2 and 99 have been included in the printed
copy of this Report.
</TABLE>

                                       23

<PAGE> 25

                                     APPENDIX

Throughout the printed Form 10-K, trademarks are designated by the superscript
letters "R" in a circle or "TM." The EDGAR copy indicates trademarks with an
"R" or "TM" in parentheses.