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EXHIBIT 3.2


                            MONSANTO COMPANY

                                BY-LAWS

                     As adopted December 10, 1999

                                OFFICES
                                -------

1.   Registered

     The name of the registered agent of the Company is The Corporation
Trust Company and the registered office of the Company shall be located
in the City of Wilmington, County of New Castle, State of Delaware.

2.   Other

     The Company shall have its General Offices in the County of
St. Louis, State of Missouri, and may also have offices at such other
places both within or without the State of Delaware as the Board of
Directors may from time to time designate or the business of the Company
may require.

                       STOCKHOLDERS' MEETINGS
                       ----------------------

3.   Annual Meeting

     An annual meeting of stockholders shall be held on such day and at
such time as may be designated by the Board of Directors for the purpose
of electing Directors and for the transaction of such other business as
properly may come before such meeting. Any previously scheduled annual
meeting of the stockholders may be postponed by resolution of the Board
of Directors upon public notice given on or prior to the date previously
scheduled for such annual meeting of stockholders.

4.   Business to be Conducted at Annual Meeting

     (a)  At an annual meeting of stockholders, only such business
shall be conducted as shall have been brought before the meeting (i)
pursuant to the Company's notice of the meeting, (ii) by or at the
direction of the Board of Directors or (iii) by any stockholder of the
Company who is a stockholder of record at the time of giving of the
notice provided for in this By-Law, who shall be entitled to vote at
such meeting and who shall have complied with the notice procedures set
forth in this By-Law.

     (b)  For business to be properly brought before an annual meeting
by a stockholder pursuant to Section (a)(iii) of this By-Law, notice in
writing must be




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delivered or mailed to the Secretary and received at the General Offices
of the Company, not less than 90 days nor more than 120 days prior to
the first anniversary of the preceding year's annual meeting; provided,
however, that in the event that the date of the meeting is advanced by
more than 30 days or delayed by more than 60 days from such anniversary
date, notice by the stockholder must be received not earlier than the
120th day prior to such annual meeting and not later than the close of
business on the later of the 90th day prior to such annual meeting or
the tenth day following the day on which public announcement of the date
of the annual meeting is first made.  Such stockholder's notice shall
set forth as to each matter the stockholder proposes to bring before the
annual meeting (i) a brief description of the business to be brought
before the annual meeting and the reasons for conducting such business
at such meeting; (ii) the name and address, as they appear on the
Company's books, of the stockholder proposing such business, and the
name and address of the beneficial owner, if any, on whose behalf the
proposal is made; (iii) the class and number of shares of the Company's
stock which are beneficially owned by the stockholder, and by the
beneficial owner, if any, on whose behalf the proposal is made; and (iv)
any material interest of the stockholder, and of the beneficial owner,
if any, on whose behalf the proposal is made, in such business. For
purposes of these By-Laws, "public announcement" shall mean disclosure
in a press release reported by the Dow Jones News Service, Associated
Press or comparable news service or in a document publicly filed by the
Company with the Securities and Exchange Commission pursuant to Section
13, 14 or 15(b) of the Securities Exchange Act of 1934, as amended.

     (c)  Notwithstanding anything in these By-Laws to the contrary,
no business shall be conducted at an annual meeting except in accordance
with the procedures set forth in this By-Law.  The chairman of the
meeting may, if the facts warrant, determine that the business was not
properly brought before the meeting in accordance with the provisions of
this By-Law; and if the chairman should so determine, the chairman shall
so declare to the meeting, and any such business not properly brought
before the meeting shall not be transacted.  Notwithstanding the
foregoing provisions of this By-Law, a stockholder shall also comply
with all applicable requirements of the Securities Exchange Act of 1934,
as amended, (the "Exchange Act") and the rules and regulations
thereunder with respect to the matters set forth in this By-Law. Nothing
in this By-Law shall be deemed to affect any rights of stockholders to
request inclusion of proposals in the Company's proxy statement pursuant
to Rule 14a-8 under the Exchange Act.  The provision of this Section 4
shall also govern what constitutes timely notice for purposes of Rule
14a-4(c) of the Exchange Act.

5.   Special Meetings

     Special meetings of stockholders, unless otherwise provided by the
law of Delaware, may be called by the Chairman of the Board or the
President, or pursuant to resolution of the Board of Directors, and such
person calling the meeting shall have the sole right to determine the
proper purpose or purposes of such meeting.  Business transacted at a
special meeting of stockholders shall be confined to the purpose or

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purposes of the meeting as stated in the notice of such meeting. Any
previously scheduled special meeting of the stockholders may be
postponed by resolution of the Board of Directors upon notice by public
announcement given on or prior to the date previously scheduled for such
special meeting of stockholders.

6.   Place of Meetings

     All meetings of stockholders shall be held at the General Offices
of the Company in the County of St. Louis, State of Missouri, unless
otherwise determined by resolution of the Board of Directors.

7.   Notice of Meetings

     Except as otherwise required by the law of Delaware, notice of
each meeting of the stockholders, whether annual or special, shall, at
least ten days but not more than sixty days before the date of the
meeting, be given to each stockholder of record entitled to vote at the
meeting by mailing such notice in the United States mail, postage
prepaid, addressed to such stockholder at such stockholder's address as
the same appears on the records of the Company.  Such notice shall state
the place, date and hour of the meeting, and in the case of a special
meeting, shall also state the purpose or purposes thereof.

8.   Nominations of Directors

     (a)  Only persons who are nominated in accordance with the
procedures set forth in these By-Laws shall be eligible for election as
Directors.  Nominations of persons for election to the Board of
Directors may be made at a meeting of stockholders (i) by or at the
direction of the Board of Directors or (ii) by any stockholder of the
Company who is a stockholder of record at the time of giving of the
notice provided for in this By-Law, who shall be entitled to vote for
the election of Directors at the meeting and who complies with the
notice procedures set forth in this By-Law.

     (b)  Nominations by stockholders shall be made pursuant to notice
in writing, delivered or mailed to the Secretary and received at the
General Offices of the Company (i) in the case of an annual meeting, not
less than 60 days nor more than 90 days prior to the first anniversary
of the preceding year's annual meeting, provided, however, that in the
event that the date of the meeting is advanced by more than 30 days or
delayed by more than 60 days from such anniversary date, notice by the
stockholder must be received not earlier than the 90th day prior to such
annual meeting and not later than the close of business on the later of
the 60th day prior to such annual meeting or the tenth day following the
day on which public announcement of the date of the meeting is first
made; or (ii) in the case of a special meeting at which directors are to
be elected, not earlier than the 90th day prior to such special meeting
and not later than the close of business on the later of the 60th

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day prior to such special meeting or the tenth day following the day on
which public announcement of the date of the meeting and of the nominees
proposed by the Board of Directors to be elected at such meeting is
first made.  In the case of a special meeting of stockholders at which
Directors are to be elected, stockholders may nominate a person or
persons (as the case may be) for election only to such position(s) as
are specified in the Company's notice of meeting as being up for
election at such meeting. Such stockholder's notice shall set forth (i)
as to each person whom the stockholder proposes to nominate for election
or reelection as a Director, all information relating to such person
that would be required to be disclosed in solicitations of proxies for
election of Directors, or is otherwise required, in each case pursuant
to Regulation 14A under the  Exchange Act (including such person's
written consent to being named as a nominee and to serving as a Director
if elected); (ii) as to the stockholder giving the notice, the name and
address, as they appear on the Company's books, of such stockholder and
the class and number of shares of the Company's stock which are
beneficially owned by such stockholder; and (iii) as to any beneficial
owner on whose behalf the nomination is made, the name and address of
such person and the class and number of shares of the Company's stock
which are beneficially owned by such person.  At the request of the
Board of Directors, any person nominated by the Board of Directors for
election as a Director shall furnish to the Secretary that information
required to be set forth in a stockholder's notice of nomination which
pertains to the nominee.  Notwithstanding anything in this By-Law to the
contrary, in the event that the number of directors to be elected to the
Board of Directors of the Company is increased and there is no public
statement naming all the nominees for Director or specifying the size of
the increased Board of Directors made by the Company at least 70 days
prior to the first anniversary of the preceding year's annual meeting, a
stockholder's notice required by this By-Law shall also be considered
timely, but only with respect to nominees for any new positions created
by such increase, if it shall be delivered to the Secretary at the
General Offices of the Company not later than the close of business on
the 10th day following the day on which such public announcement is
first made by the Company.

     (c)  No person shall be eligible for election as a Director of
the Company unless nominated in accordance with the procedures set forth
in these By-Laws.  The chairman of the meeting may, if the facts
warrant, determine that a nomination was not made in accordance with the
procedures prescribed in this By-Law; and if the chairman should so
determine, the chairman shall so declare to the meeting, and the
defective nomination shall be disregarded.  Notwithstanding the
foregoing provisions of this By-Law, a stockholder shall also comply
with all applicable requirements of the Exchange Act and the rules and
regulations thereunder with respect to the matters set forth in this
By-Law.

9.   List of Stockholders

     (a)  The Secretary of the Company shall prepare, at least ten days
before each meeting of stockholders, a complete list of the stockholders
entitled to vote at the

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meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder.  Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten days prior to the meeting,
either at a place within the city where the meeting is to be held, which
place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall
also be produced and kept at the time and place of the meeting during
the whole time thereof, and may be inspected by any stockholder who is
present.

     (b)  The stock ledger of the Company shall be the only evidence as
to the identity of the stockholders entitled (i) to vote in person or by
proxy at any meeting of stockholders, or (ii) to exercise the rights in
accordance with Delaware law to examine the stock ledger, the list
required by this By-Law or the books and records of the Company.

10.  Quorum

     The holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy,
shall constitute a quorum for the transaction of any business at all
meetings of the stockholders, except as otherwise provided by the law of
Delaware, by the Certificate of Incorporation or by these By-Laws. The
stockholders present at any duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of
sufficient stockholders to render the remaining stockholders less than a
quorum. Whether or not a quorum is present, either the Chairman of the
meeting or a majority of the stockholders entitled to vote thereat,
present in person or by proxy, shall have power to adjourn the meeting
from time to time, without notice other than announcement at the
meeting.  If the adjournment is for more than thirty days, or if after
the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting. At such adjourned meeting at
which the requisite amount of voting stock shall be present or
represented, any business may be transacted which might have been
transacted at the meeting as originally noticed.

11.  Voting and Required Vote

     Subject to the provisions of the Certificate of Incorporation,
each stockholder shall, at every meeting of stockholders, be entitled to
one vote for each share of capital stock held by such stockholder.
Subject to the provisions of the Certificate of Incorporation and
Delaware law, Directors shall be chosen by the vote of a plurality of
the shares present in person or represented by proxy at the meeting; and
all other questions shall be determined by the affirmative vote of the
majority of shares present in person or represented by proxy at the
meeting.  In all matters, votes cast in any method adopted by the
Company shall be valid so long as such method is permitted under
Delaware law.

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12.  Proxies

     Each stockholder entitled to vote at a meeting of stockholders may
authorize another person or persons to act for such stockholder by
proxy, provided the instrument authorizing such proxy to act shall have
been executed in writing in the manner prescribed by law. No proxy shall
be voted or acted upon after three years from its date, unless the proxy
provides for a longer period.

13.  Inspectors of Election; Polls

     Before each meeting of stockholders, the Chairman of the Board or
another officer of the Company designated by resolution of the Board of
Directors shall appoint one or more inspectors of election for the
meeting and may appoint one or more inspectors to replace any inspector
unable to act.  If any of the inspectors appointed shall fail to attend,
or refuse or be unable to serve, substitutes shall be appointed by the
Chairman of the meeting.  Each inspector shall have such duties as are
provided by law, and shall take and sign an oath faithfully to execute
the duties of inspector with strict impartiality and according to the
best of such person's ability.  The Chairman of the meeting shall fix
and announce at the meeting the date and time of the opening and closing
of the polls for each matter upon which the stockholders will vote at
the meeting.

14.  Organization

     The Chairman of the Board of Directors, or in the Chairman's
absence, (i) the President, if a member of the Board of Directors, (ii)
one of the Vice Chairmen of the Board who is a member of the Board of
Directors, if any, in such order as may be designated by the Chairman of
the Board, in that order, or (iii) in the absence of each of them, a
chairman chosen by a majority of the Directors present, shall act as
chairman of the meetings of the stockholders.  The order of business and
the procedure at any meeting of stockholders shall be determined by the
chairman of the meeting.

15.  No Stockholder Action by Written Consent

     Any action required or permitted to be taken by the stockholders of
the Company must be effected at a duly called annual or special meeting
of stockholders of the Company and may not be effected by any consent in
writing in lieu of a meeting of such stockholders.

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                         BOARD OF DIRECTORS
                         ------------------

16.  General Powers, Number, Term of Office

     The business of the Company shall be managed under the direction of
its Board of Directors.  Subject to the rights of the holders of any
series of preferred stock, without par value, of the Company ("Preferred
Stock") to elect additional directors under specified circumstances, the
number of directors of the Company which shall constitute the whole Board
shall be not less than five nor more than 20.  The exact number of
directors within the minimum and maximum limitation specified in the
preceding sentence shall be fixed from time to time exclusively by
resolution of a majority of the whole Board.  The Directors, other than
those who may be elected by the holders of any series of Preferred Stock,
shall be divided into three classes, as nearly equal in number as
possible.  One class of directors shall have a term expiring at the
annual meeting of stockholders to be held in 1998, another class shall
have a term expiring at the annual meeting of stockholders to be held in
1999, and another class shall have a term expiring at the annual meeting
of stockholders to be held in 2000.  Members of each class shall hold
office until their successors are elected and qualified.  At each annual
meeting of the stockholders of the Company commencing with the 1998
annual meeting, (1) directors elected to succeed those directors whose
terms then expire shall be elected to hold office for a term expiring at
the third succeeding annual meeting of stockholders after their election,
with each director to hold office until his or her successor shall have
been duly elected and qualified, and (2) only if authorized by a
resolution of the Board of Directors, directors may be elected to fill
any vacancy on the Board of Directors, regardless of how such vacancy
shall have been created.  Directors need not be stockholders of the
Company or residents of the State of Delaware.

17.  Vacancies

     Subject to the rights of the holders of any series of Preferred
Stock to elect additional directors under specified circumstances, and
unless the Board of Directors otherwise determines, vacancies resulting
from death, resignation, retirement, disqualification, removal from
office or other cause, and newly created directorships resulting from any
increase in the authorized number of directors, may be filled only by the
affirmative vote of a majority of the remaining directors, though less
than a quorum of the Board of Directors, or by a sole remaining director,
and directors so chosen shall hold office for a term expiring at the
annual meeting of stockholders at which the term of office of the class
to which they have been elected expires and until such director's
successor shall have been duly elected and qualified.  No decrease in the
number of authorized directors constituting the Board of Directors shall
shorten the term of any incumbent director.

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18.  Regular Meetings

     Following the annual meeting of stockholders, the first meeting of
each newly elected Board of Directors may be held, without notice, on the
same day and at the same place as such stockholders' meeting.  The Board
of Directors by resolution may provide for the holding of regular
meetings and may fix the times and places at which such meetings shall be
held.  Notice of regular meetings shall not be required provided that
whenever the time or place of regular meetings shall be fixed or changed,
notice of such action shall be given promptly to each director, as
provided in Section 19 below, who was not present at the meeting at which
such action was taken.

19.  Special Meetings

     Special meetings of the Board of Directors shall be held whenever
called by the Chairman of the Board of Directors or the President, or in
the absence of each of them, by any Vice Chairman of the Board, in such
order as may be designated by the Chairman of the Board, or by the
Secretary at the written request of a majority of the Directors.

20.  Notices

     Notice of any special meeting of the Board of Directors shall be
addressed to each Director at such Director's residence or business
address and shall be sent to such Director by mail, electronic mail,
telecopier, telegram or telex or telephoned or delivered to such Director
personally.  If such notice is sent by mail, it shall be sent not later
than three days before the day on which the meeting is to be held.  If
such notice is sent by electronic mail, telecopier, telegram or telex, it
shall be sent not later than 12 hours before the time at which the
meeting is to be held.  If such notice is telephoned or delivered
personally, it shall be received not later than 12 hours before the time
at which the meeting is to be held.  Such notice shall state the time,
place and purpose or purposes of the meeting.

21.  Quorum

     One-third of the total number of Directors constituting the whole
Board, but not less than two, shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors, but if
less than such required number of Directors for a quorum is present at a
meeting, a majority of the Directors present may adjourn the meeting from
time to time without further notice.  Except as otherwise specifically
provided by the law of Delaware, the Certificate of Incorporation or
these By-Laws, the act of a majority of the Directors present at a
meeting at which a quorum is present shall be the act of the Board of
Directors.

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22.  Organization

     At each meeting of the Board of Directors, the Chairman of the
Board or, in the Chairman's absence, (i) the President, if a member of
the Board of Directors, (ii) one of the Vice Chairmen of the Board who is
a member of the Board of Directors, if any, in such order as may be
designated by the Chairman of the Board, in that order, or (iii) in the
absence of each of them, a chairman chosen by a majority of the Directors
present, shall act as chairman of the meeting, and the Secretary or, in
the Secretary's absence, an Assistant Secretary or any employee of the
Company appointed by the chairman of the meeting, shall act as secretary
of the meeting.

23.  Resignations

     Any Director may resign at any time by giving written notice to the
Chairman of the Board, the President or the Secretary of the Company.
Such resignation shall take effect upon receipt thereof or at any later
time specified therein; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it
effective.

24.  Removal

     Subject to the rights of the holders of any series of Preferred
Stock to elect additional directors under specified circumstances, any
director may be removed from office at any time, but only for cause and
only by the affirmative vote of the holders of at least 80 percent of the
voting power of the then outstanding Voting Stock, voting together as a
single class.  For purposes of these By-Laws, "Voting Stock" shall mean
the outstanding shares of capital stock of the Company entitled to vote
generally in the election of directors.

25.  Action Without a Meeting

     Unless otherwise restricted by the Certificate of Incorporation or
these By-Laws, any action required or permitted to be taken at any
meeting of the Board of Directors or of any committee thereof may be
taken without a meeting if all members of the Board or committee, as the
case may be, consent thereto in writing, and the writing or writings are
filed with the minutes of proceedings of the Board or committee.

26.  Location of Books

     Except as otherwise provided by resolution of the Board of
Directors and subject to the law of Delaware, the books of the Company
may be kept at the General Offices of the Company and at such other
places as may be necessary or convenient for the business of the Company.

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27.  Dividends

     Subject to the provisions of the Certificate of Incorporation and
the law of Delaware, dividends upon the capital stock of the Company may
be declared by the Board of Directors at any regular or special meeting.
Dividends may be paid in cash, in property, or in shares of the Company's
capital stock.

28.  Compensation of Directors

     Directors shall receive such compensation and benefits as may be
determined by resolution of the Board for their services as members of
the Board and committees. Directors shall also be reimbursed for their
expenses of attending Board and committee meetings.  Nothing contained
herein shall preclude any Director from serving the Company in any other
capacity and receiving compensation therefor.

29.  Additional Powers

     In addition to the powers and authorities by these By-Laws
expressly conferred upon it, the Board of Directors may exercise all such
powers of the Company and do all such lawful acts and things as are not
by statute or by the Certificate of Incorporation or by these By-Laws
directed or required to be exercised or done by the stockholders.

                     COMMITTEES OF DIRECTORS
                     -----------------------

30.  Designation, Power, Alternate Members

     The Board of Directors may, by resolution or resolutions passed by
a majority of the whole Board, designate an Executive Committee and one
or more additional committees, each committee to consist of two or more
of the Directors of the Company. Any such committee, to the extent
provided in said resolution or resolutions and subject to any limitations
provided by law, shall have and may exercise the powers of the Board of
Directors in the management of the business and affairs of the Company.
The Board of Directors may designate one or more Directors as alternate
members of any committee, who may replace any absent or disqualified
member at any meeting of the committee.  If at a meeting of any committee
one or more of the members thereof is absent or disqualified, and if
either the Board of Directors has not so designated any alternate member
or members, or the number of absent or disqualified members exceeds the
number of alternate members who are present at such meeting, then the
member or members of such committee (including alternates) present at any
meeting and not disqualified from voting, whether or not they constitute
a quorum, may unanimously appoint another Director to act at the meeting
in the place of such absent or disqualified member.  The term of office
of the members of each committee shall be as fixed from time to time by
the Board; provided, however, that any committee member who ceases to be
a member of the Board shall automatically cease to be a committee member.

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31.  Quorum, Manner of Acting

     At any meeting of a committee, the presence of one-third, but not
less than two, of its members then in office shall constitute a quorum
for the transaction of business; and the act of a majority of the members
present at a meeting at which a quorum is present shall be the act of the
committee; provided that in the event that any member or members of the
committee is or are in any way interested in or connected with any other
party to a contract or transaction being approved at such meeting, or are
themselves parties to such contract or transaction, the act of a majority
of the members present who are not so interested or connected, or are not
such parties, shall be the act of the committee.  Each committee may
provide for the holding of regular meetings, make provision for the
calling of special meetings and, except as otherwise provided in these
By-Laws or by resolution of the Board of Directors, make rules for the
conduct of its business.

32.  Minutes

     The committees shall keep minutes of their proceedings and report
the same to the Board of Directors when required; but failure to keep
such minutes shall not affect the validity of any acts of the committee
or committees.

                         ADVISORY DIRECTORS
                         ------------------

33.  Advisory Directors

     The Board of Directors may, by resolution adopted by a majority of
the whole Board, appoint such number of senior executives of the Company
as Advisory Directors as the Board may from time to time determine.  The
Advisory Directors shall have such advisory responsibilities as the
Chairman of the Board may designate and the term of office of such
Advisory Directors shall be as fixed by the Board.

                              OFFICERS
                              --------
34.  Designation

     The officers of the Company shall be a Chairman of the Board, and a
President, one of whom shall be designated by the Board of Directors as
the Chief Executive Officer, one or more Vice Presidents, a Secretary, a
Treasurer and a Controller.  The Board of Directors may also elect one or
more Vice Chairmen of the Board, one or more Vice Chairmen of the
Company, one or more Executive Vice Presidents, Senior Vice Presidents,
Group Vice Presidents, a Chief Financial Officer, Deputy and Assistant
Secretaries, Deputy and Assistant Treasurers,

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Deputy and Assistant Controllers and such other officers as it shall deem
necessary.  Any number of offices may be held by the same person. The
Chairman of the Board of Directors shall be chosen from among the
Directors.

35.  Election and Term

     At least annually, the Board of Directors of the Company shall
elect the officers of the Company and at any time thereafter the Board
may elect additional officers of the Company and each such officer shall
hold office until the officer's successor is elected and qualified or
until the officer's earlier death, resignation, termination of employment
or removal.

36.  Removal

     Any officer shall be subject to removal or suspension at any time,
for or without cause, by the affirmative vote of a majority of the whole
Board of Directors.

37.  Resignations

     Any officer may resign at any time by giving written notice to the
Chairman of the Board, the President or to the Secretary.  Such
resignation shall take effect upon receipt thereof or at any later time
specified therein; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it
effective.

38.  Vacancies

     A vacancy in any office because of death, resignation, removal or
any other cause may be filled for the unexpired portion of the term by
the Board of Directors.

39.  Compensation

The People Committee of the Board of Directors shall fix the
salaries of all employees of the Company who are subject to the
reporting requirements of Section 16(a) of the Securities Exchange Act
of 1934 or any successor statute, rule or provision, and other members
of executive management designated by such committee.

40.  Chairman of the Board

     The Chairman of the Board shall preside at all meetings of the
stockholders and of the Board of Directors, except as may be otherwise
required under the law of Delaware.  The Chairman shall act in an
advisory capacity with respect to matters of policy and other matters of
importance pertaining to the affairs of the Company.  The Chairman, alone
or with the President, one or more of the Vice Chairmen of the

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Board, and/or the Secretary shall sign and send out reports and other
messages which are to be sent to stockholders from time to time.  The
Chairman shall also perform such other duties as may be assigned to the
Chairman by these By-Laws, the Board of Directors or, if applicable, the
Chief Executive Officer.

41.  President

The President, if a member of the Board of Directors, shall, in
the absence of the Chairman of the Board, preside at all meetings of the
stockholders and of the Board of Directors.  The President shall perform
such other duties as may be assigned to the President by these By-Laws,
the Board of Directors or, if applicable, the Chief Executive Officer.

42.  Chief Executive Officer

     The Chief Executive Officer shall have the general and active
management and supervision of the business of the Company.  The Chief
Executive Officer shall see that all orders and resolutions of the Board
of Directors are carried into effect. The Chief Executive Officer shall
also perform such other duties as may be assigned to the Chief Executive
Officer by these By-Laws or the Board of Directors.  The Chief Executive
Officer shall designate who shall perform the duties of the Chief
Executive Officer in the Chief Executive Officer's absence.

43.  Vice Chairmen of the Board; Vice Chairmen

     The Vice Chairmen of the Board, if a member of the Board of
Directors, shall, in the absence of the Chairman of the Board and the
President, and in such order as may be designated by the Chairman of the
Board, preside at all meetings of the stockholders and of the Board of
Directors.  The Vice Chairmen of the Board and the Vice Chairmen shall
perform such other duties as may be assigned to them by these By-Laws,
the Board of Directors or the Chief Executive Officer.

44.  Executive, Senior, Group and other Vice Presidents

     Each Executive Vice President, Senior Vice President, Group Vice
President and each other Vice President shall perform the duties and
functions and exercise the powers assigned to such officer by the Board
of Directors or the Chief Executive Officer.

45.  Chief Financial Officer

     The Chief Financial Officer (if any) shall act in an executive
financial capacity.  The Chief Financial Officer shall assist the
Chairman of the Board and the President in the general supervision of the
Company's financial policies and affairs.

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46.  Secretary

     The Secretary shall attend all meetings of the Board of Directors
and of the stockholders and record all votes and the minutes of all
proceedings in a book to be kept for that purpose.  The Secretary shall
give, or cause to be given, notice of all meetings of the stockholders
and special meetings of the Board of Directors and, when appropriate,
shall cause the corporate seal to be affixed to any instruments executed
on behalf of the Company.  The Secretary shall also perform all duties
incident to the office of Secretary and such other duties as may be
assigned to the Secretary by these By-Laws, the Board of Directors, the
Chairman of the Board or the Chief Executive Officer.

47.  Assistant Secretaries

     The Assistant Secretaries shall, during the absence of the
Secretary, perform the duties and functions and exercise the powers of
the Secretary.  Each Assistant Secretary shall perform such other duties
as may be assigned to such Assistant Secretary by the Board of Directors,
the Chairman of the Board, the Chief Executive Officer or the Secretary.

48.  Treasurer

     The Treasurer shall have the custody of the funds and securities of
the Company and shall deposit them in the name and to the credit of the
Company in such depositories as may be designated by the Board of
Directors or by any officer or officers authorized by the Board of
Directors to designate such depositories; disburse funds of the Company
when properly authorized by vouchers prepared and approved by the
Controller; and invest funds of the Company when authorized by the Board
of Directors or a committee thereof.  The Treasurer shall render to the
Board of Directors, the Chief Executive Officer, the Senior Vice
President-Finance or the Vice President-Finance, whenever requested, an
account of all transactions as Treasurer and shall also perform all
duties incident to the office of Treasurer and such other duties as may
be assigned to the Treasurer by these By-Laws, the Board of Directors,
the Chief Executive Officer, the Senior Vice President-Finance or the
Vice President-Finance.

49.  Assistant Treasurers

     The Assistant Treasurers shall, during the absence of the
Treasurer, perform the duties and functions and exercise the powers of
the Treasurer.  Each Assistant Treasurer shall perform such other duties
as may be assigned to the Assistant Treasurer by the Board of Directors,
the Chief Executive Officer, the Senior Vice President-Finance, the Vice
President-Finance or the Treasurer.

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50.  Controller

     The Controller shall serve as the principal accounting officer of
the Company and shall keep full and accurate account of receipts and
disbursements in books of the Company and render to the Board of
Directors, the Chief Executive Officer, the Senior Vice President-Finance
or the Vice President-Finance, whenever requested, an account of all
transactions as Controller and of the financial condition of the Company.
The Controller shall also perform all duties incident to the office of
Controller and such other duties as may be assigned to the Controller by
these By-Laws, the Board of Directors, the Chief Executive Officer, the
Senior Vice President-Finance or the Vice President-Finance.

51.  Assistant Controllers

     The Assistant Controllers shall, during the absence of the
Controller, perform the duties and functions and exercise the powers of
the Controller.  Each Assistant Controller shall perform such other
duties as may be assigned to such officer by the Board of Directors, the
Chief Executive Officer, the Senior Vice President-Finance, the Vice
President-Finance or the Controller.

                 COMPANY CHECKS, DRAFTS AND PROXIES
                 ----------------------------------

52.  Checks, Drafts

     All checks, drafts or other orders for the payment of money by the
Company shall be signed by such person or persons as from time to time
may be designated by the Board of Directors or by any officer or officers
authorized by the Board of Directors to designate such signers; and the
Board of Directors or such officer or officers may determine that the
signature of any such authorized signer may be facsimile.

53.  Proxies

     Except as otherwise provided by resolution of the Board of
Directors, the Chairman of the Board, the President, any Vice Chairman of
the Board, any Vice President, the Treasurer and any Assistant Treasurer,
the Controller and any Assistant Controller, the Secretary and any
Assistant Secretary of the Company, shall each have full power and
authority, in behalf of the Company, to exercise any and all rights of
the Company with respect to any meeting of stockholders of any
corporation in which the Company holds stock, including the execution and
delivery of proxies therefor, and to consent in writing to action by such
corporation without a meeting.

                                15





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                         CAPITAL STOCK
                         -------------
54.  Stock Certificates

     Each holder of stock in the Company shall be entitled to have a
certificate signed by, or in the name of the Company by, the Chairman of
the Board, the President, any Vice Chairman of the Board, any Executive
Vice President, any Senior Vice President, any Group Vice President or
any other Vice President, and by the Secretary or any Assistant Secretary
of the Company, certifying the number of shares owned by such holder in
the Company.  Any of or all the signatures on the certificate may be a
facsimile.  In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before
such certificate is issued, it may be issued by the Company with the same
effect as if such person were such officer, transfer agent or registrar
at the date of issue.

55.  Record Ownership

     The Company shall be entitled to treat the person in whose name any
share, right or option is registered as the owner thereof, for all
purposes, and shall not be bound to recognize any equitable or other
claim to or interest in such share, right or option on the part of any
other person, whether or not the Company shall have notice thereof,
except as otherwise provided by the law of Delaware.

56.  Record Dates

     In order that the Company may determine the stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock or for
the purpose of any other lawful action, the Board of Directors may fix a
record date, which shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors and which
shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action.

57.  Transfer of Stock

     Transfers of shares of stock of the Company shall be made only on
the books of the Company by the registered holder thereof, or by the
registered holder's attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary or a transfer agent of the
Company, and on surrender of the certificate or certificates for such
shares properly endorsed and the payment of all taxes thereon.

                                16





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58.  Lost, Stolen or Destroyed Certificates

     The Board of Directors may authorize a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Company alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of the fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate or certificates, or the owner's legal representative, to give
the Company a bond sufficient to indemnify it against any claim that may
be made against the Company on account of the alleged loss, theft or
destruction of such certificate or the issuance of such new certificate.

59.  Terms of Preferred Stock

     The provisions of these By-Laws, including those pertaining to
voting rights, election of Directors and calling of special meetings of
stockholders, are subject to the terms, preferences, rights and
privileges of any then outstanding class or series of Preferred Stock as
set forth in the Certificate of Incorporation and in any resolutions of
the Board of Directors providing for the issuance of such class or series
of Preferred Stock; provided, however, that the provisions of any such
Preferred Stock shall not affect or limit the authority of the Board of
Directors to fix, from time to time, the number of Directors which shall
constitute the whole Board as provided in Section 16 above, subject to
the right of the holders of any class or series of Preferred Stock to
elect additional Directors as and to the extent specifically provided by
the provisions of such Preferred Stock.

                          INDEMNIFICATION
                          ---------------
60.  Indemnification

     (a)  The Company shall indemnify and hold harmless, to the fullest
extent permitted by applicable law as it presently exists or may
hereafter be amended, any person who was or is made or is threatened to
be made a party or is otherwise involved in any claim, action, suit, or
proceeding, whether civil, criminal, administrative or investigative (a
"proceeding") by reason of the fact that the person, or a person for whom
he or she is the legal representative, is or was a Director, officer,
employee or agent of the Company or is or was serving at the request of
the Company as a director, officer, employee, fiduciary or agent of
another corporation or of a partnership, joint venture, trust, non-profit
entity, or other enterprise, including service with respect to employee
benefit plans, against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and
amounts paid or to be paid in settlement) reasonably incurred or suffered
by such person.  The right to indemnification conferred in this By-Law
shall be a contract right.  Except as provided in paragraph (c) of this
By-Law with respect to proceedings

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seeking to enforce rights to indemnification, the Company shall indemnify
a person in connection with a proceeding initiated by such person or a
claim made by such person against the Company only if such proceeding or
claim was authorized by the Board of Directors of the Company.

     (b)  The Company shall pay the expenses incurred in defending any
proceeding in advance of its final disposition, provided, however, that
if and to the extent required by law the payment of expenses incurred by
any person covered hereunder in advance of the final disposition of the
proceeding shall be made only upon receipt of an undertaking by or on
behalf of the affected person to repay all amounts advanced if it should
ultimately be determined that such person is not entitled to be indem-
nified under this By-Law or otherwise.

     (c)  If a claim for indemnification or payment of expenses under
this By-Law is not paid in full within thirty days, or such other period
as might be provided pursuant to contract, after a written claim therefor
has been received by the Company, the claimant may file suit to recover
the unpaid amount of such claim or may seek whatever other remedy might
be provided pursuant to contract.  In any such action the Company shall
have the burden of proving that the claimant was not entitled to the
requested indemnification or payment of expenses under applicable law.
If successful in whole or in part, claimant shall be entitled to be paid
the expense of prosecuting such claim.  Neither the failure of the
Company (including its Directors, independent legal counsel or
stockholders) to have made a determination prior to the commencement of
such action that indemnification of the claimant is proper in the
circumstances because the claimant has met the applicable standard of
conduct set forth in the General Corporation Law of the State of
Delaware, nor an actual determination by the Company (including its
Directors, independent legal counsel or stockholders) that the claimant
has not met such applicable standard of conduct, shall be a defense to
the action or create a presumption that the claimant has not met the
applicable standard of conduct.

     (d)  Any determination regarding whether indemnification of any
person is proper in the circumstances because such person has met the
applicable standard of conduct set forth in the General Corporation Law
of the State of Delaware shall be made by independent legal counsel
selected by such person with the consent of the Company (which consent
shall not unreasonably be withheld).

     (e)  The rights conferred on any person by this By-Law shall not
be exclusive of any other rights which such person may have or hereafter
acquire under any statute, provision of the Certificate of Incorporation,
these By-Laws, agreement, vote of stockholders or disinterested Directors
or otherwise.

     (f)  Any repeal or modification of the foregoing provisions of
this By-Law 60 shall not adversely affect any right or protection
hereunder of any person with respect to any act or omission occurring
prior to or at the time of such repeal or modification.

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                           MISCELLANEOUS
                           -------------

61.  Corporate Seal

     The seal of the Company shall be circular in form, containing the
words "Monsanto Company" and the word "Delaware" on the circumference
surrounding the word "Seal".  Said seal may be used by causing it or a
facsimile thereof to be impressed or affixed or in any other manner
reproduced.

62.  Fiscal Year

     The fiscal year of the Company shall begin on the first day of
January in each year.

63.  Auditors

     The Board of Directors shall select certified public accountants to
audit the books of account and other appropriate corporate records of the
Company annually and at such other times as the Board shall determine by
resolution.

64.  Waiver of Notice

     Whenever notice is required to be given pursuant to the law of
Delaware, the Certificate of Incorporation or these By-Laws, a written
waiver thereof, signed by the person entitled to notice, whether before
or after the time stated therein, shall be deemed equivalent to notice.
Attendance of a person at a meeting of stockholders or the Board of
Directors or a committee thereof shall constitute a waiver of notice of
such meeting, except when the stockholder or Director attends such
meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not
lawfully called or convened.  Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the stockholders or
the Board of Directors or committee thereof need be specified in any
written waiver of notice unless so required by the Certificate of
Incorporation or by these By-Laws.

                        AMENDMENT TO BY-LAWS
                        --------------------

65.  Amendments

     Notwithstanding any provision of law which might otherwise permit a
lesser vote or no vote, but in addition to any affirmative vote of the
holders of any series of Preferred Stock of the Corporation required by
law, the Certificate of Incorporation or any Preferred Stock designation,
the affirmative vote of the holders of at least 80 percent of the voting
power of all of the then-outstanding Voting Stock (as defined in the
Certificate of Incorporation), voting together as a single class, shall
be required

                                19




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<PAGE>

for the stockholders to amend or repeal the By-Laws or to adopt new By-
Laws.  The By-Laws may also be amended or repealed and new By-Laws may be
adopted by the affirmative vote of a majority of the whole Board of
Directors at any regular or special meeting of the Board of Directors.

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

                          EMERGENCY BY-LAWS
                          -----------------

     These Emergency By-Laws, notwithstanding any different provision in
the Certificate of Incorporation or By-Laws, shall be operative during
any emergency resulting from an attack on the United States or on a
locality in which the Company conducts its business or customarily holds
meetings of the Board of Directors or its stockholders, or during any
nuclear or atomic disaster, or during the existence of any catastrophe,
or other similar emergency condition, as a result of which a quorum of
the Board of Directors or a committee thereof cannot be readily convened
for action. These Emergency By-Laws shall cease to be operative upon
termination of such emergency.

     During any such emergency:

     (a)  A meeting of the Board of Directors or a committee thereof
may be called by any officer or Director.  Notice of the time and place
of the meeting shall be given by the person calling the meeting to only
such of the Directors as it may be feasible to reach at the time and by
such means as may be feasible at the time.  Such notice shall be given at
such time in advance of the meeting as circumstances permit in the
judgment of the person calling the meeting.

     (b)  The officers or other persons designated on a list approved
by the Board of Directors before the emergency, all in such order or
priority and subject to such conditions and for such period of time (not
longer than reasonably necessary after the termination of the emergency)
as may be provided in the resolution approving the list, shall, to the
extent required to constitute a quorum at any meeting of the Board of
Directors during the emergency, be deemed Directors for such meeting.  If
at the time of the emergency the Board of Directors has not approved such
a list of persons, then to the extent required to constitute a quorum at
any meeting of the Board of Directors during the emergency, the officers
of the Company who are present shall be deemed, in order of rank and
within the same rank in order of seniority, Directors for such meeting.
Two Directors (including persons deemed to be Directors) in attendance at
the meeting shall constitute a quorum.

     (c)  The Board of Directors, either before or during any such
emergency, may provide, and from time to time modify, lines of succession
in the event that during such an emergency any or all officers or agents
of the Company shall for any reason be rendered incapable of discharging
their duties.

                                20





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     (d)  The Board of Directors, either before or during any such
emergency, may, effective in the emergency, change the General Offices or
designate several alternative General Offices or regional offices, or
authorize an officer, or officers, so to do.

     No officer, Director or employee acting in accordance with these
Emergency By-Laws shall be liable except for willful misconduct.

     These Emergency By-Laws shall be subject to repeal or change by
further action of the Board of Directors or by action of the
stockholders, but no such repeal or change shall modify the provisions of
the next preceding paragraph with regard to action taken prior to the
time of such repeal or change. Any amendment of these Emergency By-Laws
may make any further or different provision that may be practical and
necessary for the circumstances of the emergency.

                                21