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                                                         EXHIBIT 99.2

               DISCLOSURE OF FORWARD-LOOKING STATEMENTS

Under the Private Securities Litigation Reform Act of 1995, companies
are provided with a "safe harbor" for making forward-looking statements
about the potential risks and rewards of their strategies.  Monsanto
believes it's in the best interest of its shareowners to use these
provisions in discussing future events.  Forward-looking statements
include Monsanto's plans for growth; the potential for the development,
regulatory approval, and public acceptance of new products; and other
factors that could affect Monsanto's future operations or financial
position.  Such statements often include the words "believes,"
"expects," "anticipates," "intends," "plans," "estimates," or similar
expressions.

        Monsanto's ability to achieve its goals depends on many known and
unknown risks and uncertainties, including changes in general economic
and business conditions.  These factors could cause the anticipated
performance and results of the company to differ materially from those
described or implied in forward-looking statements.   Factors that could
cause or contribute to such differences include, but are not limited to,
those discussed below.

FACTORS AFFECTING THE AGRICULTURAL PRODUCTS SEGMENT

GENERIC COMPETITION:  The family of Roundup(R) herbicides is a
major product line for Monsanto's Agricultural Products segment.  These
herbicides are likely to face increasing competition from generic
products.  Patents protecting Roundup(R) in several countries expired in
1991.  Compound per se patent protection for the active ingredient in
Roundup(R) herbicide expires in the United States in September 2000.

        Monsanto believes its pricing strategy will help it compensate for
increased generic competition in the United States.  Monsanto recently
significantly reduced the price of Roundup(R) in the United States. This
price elasticity strategy is expected to result in increased demand for
Roundup(R) in the United States because the lower prices will make Roundup(R)
more economical, encouraging both new uses of the product and expansion
of the number of acres treated.   Monsanto's experience in numerous
markets worldwide has been that price reductions have stimulated volume
growth. However, the volume increases in the other countries also may
have been influenced by a variety of other factors, such as weather; the
increased use of conservation tillage practices; development of other
new markets or applications for Roundup(R); launch of new products
including Roundup Ready(R) crops; competitive products and practices; and
an increase in agricultural acres planted. Conditions, and therefore
volume trends in one country may or may not be duplicated in other world
areas.  As a result, Monsanto's experience with price elasticity in
markets outside the United States may or may not be replicated in the
United States.

        Monsanto also believes that increased volumes and technological
innovations will lead to efficiencies that will reduce the production
cost of glyphosate.  Such cost reductions will depend on realizing such
increased volumes and innovations, and securing the resources required
to expand production of Roundup(R).

GOVERNMENTAL AND CONSUMER ACCEPTANCE:  The commercial success of
agricultural and food products developed through biotechnology will
depend in part on government and public acceptance of their cultivation,
distribution and consumption. Monsanto continues to work with consumers,
customers and regulatory bodies to encourage understanding of
nutritional and agricultural biotechnology products.  However, public
attitudes may be influenced by claims that genetically modified plant
products are unsafe for consumption or pose unknown risks to the
environment or to traditional social or economic practices. Securing
governmental approvals for, and consumer confidence in, such products
poses numerous challenges, particularly outside the United States.  For
instance, France has instituted a moratorium on the planting of certain
genetically modified seeds, and consumer groups have brought lawsuits in
various countries seeking to halt industry activities with respect to
products developed through biotechnology.  Some countries also have
labeling requirements.  In some markets, because these crops are not yet
approved for import, growers in other countries may be restricted from
introducing or selling their grain.  In these cases, the grower may have
to arrange to sell the grain only in the domestic market or to use the
grain for feed on his or her farm.  The market success of Monsanto's
products developed through biotechnology could be delayed or impaired in
certain geographical areas because of such factors.

TECHNOLOGICAL CHANGE AND COMPETITION:   A number of companies are
engaged in plant biotechnology research.  Technological advances by
others could render Monsanto's products less competitive.  Monsanto
believes that competition will intensify, not only from agricultural
biotechnology firms but from major agrichemical, seed and food



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companies with biotechnology laboratories.  Some of Monsanto's
agricultural competitors have substantially greater financial,
technical and marketing resources than Monsanto does.

SUCCESSFUL INTEGRATION OF RECENT TRANSACTIONS:   Monsanto has made
significant acquisitions, mergers and joint ventures involving seed,
agricultural biotechnology and grain processing companies.  These
transactions are designed to strengthen Monsanto's capability to bring
important new life sciences products to customers worldwide, and to
contribute to the company's long-term growth.  The Delta and Pine Land
Co. (D&PL) transaction is subject to regulatory approval and other
customary conditions.  It is anticipated that the pending D&PL
transaction, when final, and the recently completed acquisitions of
DEKALB Genetics Corp., Plant Breeding International Cambridge, and
certain international seed operations of Cargill Inc., will
significantly dilute Monsanto's financial results for the next several
years.  Long term, Monsanto must integrate these companies into its
business to realize projected synergies.  It must also fit such
acquisitions, mergers and joint ventures into its growth strategy to
generate sufficient value to justify their cost.  Mergers, acquisitions,
and joint ventures also present other challenges, including geographical
coordination, personnel integration, and the reconciliation of corporate
cultures.  This integration could cause a temporary interruption of or
loss of momentum in Monsanto's business and the loss of key personnel
from the acquired company.  There can be no assurance that the diversion
of management's attention to such matters or the delays or difficulties
encountered in connection with integrating these operations will not
have an adverse effect on Monsanto's business, results of operations, or
financial condition.


PLANTING DECISIONS AND WEATHER:   The company's agricultural products
business is highly seasonal.  It is subject to weather conditions and
natural disasters that affect commodity prices, seed yields, and
decisions by growers regarding purchases of seed and herbicides. 
Commodity prices also affect growers' decisions about the types and
amounts of crops to plant.  All of these factors influence sales of
Monsanto's herbicide and seed products.

FACTORS AFFECTING THE PHARMACEUTICALS SEGMENT

ABILITY TO REALIZE POTENTIAL OF EXISTING PIPELINE PRODUCTS:  
Pharmaceutical research and development (R&D) is subject to inherent
uncertainty, difficulties and delays.  These include, but are not
limited to, successful completion of clinical trials and the ability to
obtain regulatory approval for the compounds worldwide.  Failure to
receive government approvals as anticipated could preclude or
substantially delay commercialization of products in the company's R&D
programs.

DEVELOPMENT AND COMMERCIALIZATION OF NEW PRODUCTS:   The Pharmaceuticals
segment's long-term success will depend in great part on its ability to
commercialize new products.  Such efforts require substantial funding of
R&D and launch expenses.  If Monsanto is unable to earn or borrow
sufficient resources to fund such expenses, its ability to develop new
products will suffer.  Further, the outcome of R&D is inherently
difficult to predict.  Anticipated results may never materialize, or
they may not be promising enough.  Even when new pharmaceutical products
are marketed, there can be no guarantees of their commercial success. 
Consumer demand and competitive factors, including the availability and
price of treatment alternatives influence sales.  In addition, timing is
crucial.  The results of R&D of new pharmaceutical products are
difficult to forecast, and new products must be carefully deployed, with
resources sufficient to realize the full value of the products.

PRODUCT LIABILITY AND CONSUMER ACCEPTANCE:   The sale of pharmaceutical
products always involves a risk of product liability claims and
associated adverse publicity.  Substantial damage awards for injuries
allegedly caused by the use of pharmaceuticals have been made against
certain companies in past years.  In addition, unexpected safety or
efficacy concerns can arise with respect to marketed products.  Whether
or not they are scientifically justified, such concerns could lead to
product recalls, withdrawals, or declining sales.

COMPETITION:   Pharmaceutical research is intense and highly
competitive.  It is characterized by rapid technological change. 
Depending on the product involved, competition may be encountered in
price, delivery, service, performance, innovation, brand recognition and
quality.  Many of Monsanto's pharmaceutical competitors have greater
research, financial, marketing and other resources than Monsanto does.
Some of Monsanto's trademarked pharmaceutical products also face
increasing pressures from producers of lower-priced generic products and
from new products entering the marketplace.



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PRICING:   Managed care groups, health care organizations and
government agencies worldwide actively seek discounts and lower prices on
pharmaceutical products.  Monsanto's challenge is to provide overall
economic benefits to health care providers and negotiate prices for
specific products that will allow it to profit at acceptable levels.

FACTORS AFFECTING THE NUTRITION AND CONSUMER PRODUCTS SEGMENT

Monsanto's Nutrition and Consumer Products Segment faces many challenges
similar to those faced by the Agricultural Products and Pharmaceuticals
segments.  These challenges include increased competition from generic
substitutes for its aspartame-based tabletop and ingredient sweeteners,
rapid technological changes, the ability to realize the potential of its
pipeline products, the development of new products, and the ability to
negotiate favorable pricing terms with its major customers.  Each of
these challenges is subject to risks and uncertainties comparable to
those described above.

FACTORS AFFECTING ALL SEGMENTS

FINANCIAL REQUIREMENTS:   Monsanto's recent and planned acquisitions
will require a significant commitment of the company's financial
resources.  In addition, new technological innovations generally require
a significant investment for R&D and product launch.  Lack of funds for
investment in these areas could hinder the company's ability to make
technological innovations and to introduce and distribute new products. 
Monsanto expects to generate the required capital by maintaining the
revenues of its core businesses, by seeking sufficient outside financing
and by containing costs.  The company's ability to do so will depend
upon a variety of specific factors listed elsewhere in this report and
upon general capital market conditions.

INTELLECTUAL PROPERTY:   Monsanto has devoted significant resources
to obtaining and maintaining patent protection worldwide for its products. 
It seeks to preserve its trade secrets and to operate without infringing
the proprietary rights of third parties.  Monsanto's patents and
trademarks are of material importance in the operation of its business,
particularly in the Agricultural Products and Pharmaceuticals segments. 
Intellectual property positions are becoming increasingly important
within the agricultural biotechnology and pharmaceutical industries, as
products developed through biotechnology become a larger part of the
product landscape.

        Monsanto generally relies upon patent and trademark laws worldwide
to establish and maintain its proprietary rights in its technology and
products.  There is some uncertainty about the value of available patent
protection in certain countries outside the United States.  Moreover,
the patent positions of biotechnology and pharmaceutical companies
involve complex legal and factual questions.  Rapid technological
advances and the number of companies performing such research can create
an uncertain environment.  Patent applications in the United States are
kept secret:  outside the United States, patent applications are
published 18 months after filing.  Accordingly, competitors may be
issued patents from time to time without any prior warning to the
company.  That could decrease the value of similar technologies under
development at Monsanto.  Because of this rapid pace of change, some of
the company's products may unknowingly rely on key technologies
developed by others.  If that occurs, the company must obtain licenses
to such technologies in order to continue to use them.

        Certain of Monsanto's germplasm and other genetic material,
patents, and licenses are currently the subject of litigation and
additional future litigation is anticipated.  Although the outcome of
such litigation cannot be predicted with certainty, Monsanto will
continue to defend and litigate its positions vigorously.  The company
believes it has meritorious defenses and claims in the pending suits.

MARKETS OUTSIDE THE UNITED STATES:  Sales outside the United States
made up approximately 45 percent of the company's 1998 revenues and Monsanto
intends to continue to actively explore international sales opportunities.
Challenges the company may face in international markets include changes in
foreign currency exchange rates, changes in a specific country's or region's
political or economic conditions, trade protection measures, import or export
licensing requirements, and unexpected changes in regulatory requirements.  
In particular, the decline in the value of Southeast Asia and Brazilian
currencies may, if not reversed, adversely affect future income.  Also, future
sales may decrease because the decline in such economies could cause customers
to purchase fewer goods in general, and also because imported Monsanto
products could become more expensive for customers to purchase in their
local currency.



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JOINT VENTURES AND DIVESTITURES:  The company plans to continue to
frequently explore the potential benefits of possible strategic
alliances, joint ventures, and divestitures.  However, despite its
efforts, the company may be unable to divest assets at an acceptable
price or to reach agreement with third parties with whom it desires to
enter into a joint venture or other alliance.

YEAR 2000 READINESS:   The dates on which Monsanto believes the Year
2000 (Y2K) Program will be completed are based on management's best
estimates, which include numerous assumptions about future events. 
There can be no guarantee that these estimates will be achieved, or that
there will not be a delay in, or increased costs associated with, the
implementation of the Y2K Program.  Factors that may cause delays in the
Y2K Program or increased costs in connection with it include, but are
not limited to, the continued availability and cost of experts trained
in these areas, the ability to locate and correct all relevant computer
code and embedded systems, and the success of similar programs conducted
by suppliers and other third parties.



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