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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, 1997
                                            -----------------

                                       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 $29.9 BILLION AS OF THE CLOSE OF BUSINESS ON
FEBRUARY 27, 1998.

    INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANT'S
CLASSES OF COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE: 595,560,990 SHARES
OF COMMON STOCK, $2 PAR VALUE, OUTSTANDING AT FEBRUARY 27, 1998.

                   DOCUMENTS INCORPORATED BY REFERENCE

1. PORTIONS OF MONSANTO COMPANY ANNUAL REPORT TO SECURITY HOLDERS FOR THE YEAR
   ENDED DECEMBER 31, 1997. (PARTS I AND II OF FORM 10-K.)

2. PORTIONS OF MONSANTO COMPANY NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
   DATED MARCH 13, 1998. (PART III OF FORM 10-K.)

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                                     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, nutrition
and consumer products, pharmaceuticals, and other 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

    On February 18, 1998, the Company and G.D. Searle & Co. ("Searle"), a
wholly-owned subsidiary of the Company, entered into agreements with Pfizer Inc.
("Pfizer") covering the promotion of Searle's celecoxib and its second
generation compound in the United States. Both agents are novel Cox-2
(cyclooxygenase-2) inhibitors under development for the treatment of arthritis
and pain. Pursuant to the agreements, Searle will receive $85 million as an
upfront payment. In addition, the agreements provide for milestone payments upon
the achievement of specified objectives, and for sharing of certain expenses and
revenues. Additionally, Monsanto, Searle and Pfizer are negotiating an agreement
to expand the collaboration to certain other world areas.

INDUSTRY SEGMENTS; PRINCIPAL PRODUCTS

    For 1997, Monsanto reported its business under four industry segments:
Agricultural Products, Nutrition and Consumer Products, Pharmaceuticals, and
Corporate and Other. The tabular and narrative information appearing under
"Segment Data" and "Geographic Data" on pages 35 and 42 of the Company's
Annual Report to shareowners for the year ended December 31, 1997 (the "1997
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 1997.


<TABLE>
AGRICULTURAL PRODUCTS
<CAPTION>
                                                         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 herbicide and   Nonselective agricultural  Alvin, Texas; Antwerp,     Chlorine; Diethanolamine;
turf and ornamental        other glyphosate-based  and industrial             Belgium; Fayetteville,     Disodiumiminodiacetic acid;
herbicides                 herbicides              applications               N.C.; Luling, La.;         Hydrogen cyanide;
                                                                              Muscatine, Iowa; Sao Jose  Phosphorus; Sodium
                                                                              dos Campos, Brazil; West   hydroxide
                                                                              Footscray, Australia;
                                                                              Zarate, Argentina
                           ---------------------------------------------------------------------------------------------------------
                           Lasso and Harness<F*>   Corn, soybean, peanut and  Antwerp, Belgium;          Chloroacetyl chloride;
                           herbicides and other    milo (sorghum) crops       Muscatine, Iowa; Sao Jose  Diethylaniline;
                           acetanilide-based                                  dos Campos, Brazil         Methylethylaniline
                           herbicides
                           <F*>Corn only
                           ---------------------------------------------------------------------------------------------------------
                           Avadex BW herbicide,    Wheat crops                Antwerp, Belgium;          Ammonium thiocyanate;
                           Far-Go herbicide                                   Melbourne, Australia;      Diisopropylamine;
                                                                              Muscatine, Iowa            Methylethylaniline;
                                                                                                         Trichloropropane
                           ---------------------------------------------------------------------------------------------------------
                           Machete herbicide       Rice crops                 Antwerp, Belgium;          Butanol; Chloroacetyl
                                                                              Canlubang, Philippines;    chloride; Diethylaniline;
                                                                              Muscatine, Iowa; Sao Jose  Formalin
                                                                              dos Campos, Brazil;
                                                                              Silvassa, India;
                                                                              Tangerang, Indonesia
                           ---------------------------------------------------------------------------------------------------------

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<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, Manage and      Postemergence control of   Manufactured by third party Halosulfuron
                           Sempra herbicides       sedges and broadleaf weeds
                                                   in corn and grain sorghum,
                                                   turf and sugarcane crops
-----------------------------------------------------------------------------------------------------------------------------------
Agricultural seeds         Roundup Ready canola,   Crops tolerant of Roundup  Seeds propagated by         No major raw materials
                           Roundup Ready cotton,   herbicide                  contract farmers
                           Roundup Ready soybeans
                           ---------------------------------------------------------------------------------------------------------
                           Bollgard                Crops protected against    Seeds propagated by         No major raw materials
                           insect-protected        certain insect pests       contract farmers
                           cotton, NewLeaf
                           insect-protected
                           potatoes, YieldGard
                           insect-protected corn
                           ---------------------------------------------------------------------------------------------------------
                           AgriPro, Agroceres,     Corn hybrids, soybean      Seeds propagated by         No major raw materials
                           Asgrow, Hartz,          varieties, alfalfa, grain  contract farmers
                           Holden's, Hybritech,    sorghum and forage
                           Monsoy and Stoneville   varieties, sunflowers,
                           branded seeds           cotton varieties and wheat
                                                   hybrids
------------------------------------------------------------------------------------------------------------------------------------
Animal agricultural        Posilac bovine          Increase efficiency of     Manufactured by third party Glucose; Idoleacrylic
applications               somatotropin            milk production in dairy                               acid; Methonine
                                                   cows
------------------------------------------------------------------------------------------------------------------------------------
PHARMACEUTICALS

Pharmaceuticals            Daypro (oxaprozin),     Anti-inflammatory          Augusta, Ga.; Caguas,       Benzoin; Diclofenac;
                           Arthrotec                                          Puerto Rico; Morpeth,       Misoprostol; Tramadol
                           (misoprostol/                                      United Kingdom; Stolberg,   hydrochloride
                           diclofenac), Tramadol                              Germany; Sao Paolo, Brazil
                           (tramadol
                           hydrochloride)
                           ---------------------------------------------------------------------------------------------------------
                           Aldactone               Cardiovascular             Augusta, Ga.; Caguas,       Androstenedione;
                           (spironolactone),                                  Puerto Rico; Evreux,        Betazolol; Disopyramide
                           Aldactazide                                        France; Morpeth, United     phosphate;
                           (spironolactone/                                   Kingdom                     Hydrochlorothiazide;
                           hydrochlorothiazide),                                                          Verapamil HCI
                           Calan formulations and
                           Covera-HS (verapamil
                           hydrochloride),
                           Norpace formulations
                           (disopyramide
                           phosphate)
                           ---------------------------------------------------------------------------------------------------------
                           Ambien (zolpidem        Central nervous system     Caguas, Puerto Rico         Zolpidem
                           tartrate)               (sleep)
                           ---------------------------------------------------------------------------------------------------------
                           Cytotec (misoprostol),  Gastrointestinal           Caguas, Puerto Rico; Coapa, Norprostol; Diphenoxylate
                           Lomotil (diphenoxylate                             Mexico; Fairfield,          hydrochloride
                           hydrochloride)                                     Australia; Guarenas,
                                                                              Venezuela; Morpeth, United
                                                                              Kingdom; Oakville, Canada;
                                                                              Sao Paolo, Brazil
                           ---------------------------------------------------------------------------------------------------------

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<CAPTION>
PHARMACEUTICALS (CONT'D)
                                                         Major End-Use            Manufacturing            Major Raw Materials
  Major End-Use Markets       Major Products        Products & Applications         Locations                 & Components
  ---------------------       --------------        -----------------------       -------------            -------------------
<S>                        <C>                     <C>                        <C>                         <C>
                           Demulen (ethynodiol     Women's health             Caguas, Puerto Rico;         Ethinyl estradiol;
                           diacetate), Flagyl                                 Morpeth, United Kingdom      Ethynodiol diacetate;
                           formulations                                                                    Metronidazole; Nafarelin
                           (metronidazole),                                                                acetate; Norethindrone
                           Synarel (nafarelin
                           acetate), Tri-Norinyl
                           (norethindrone and
                           ethinyl estradiol)
------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
NUTRITION AND CONSUMER PRODUCTS
<S>                        <C>                     <C>                        <C>                         <C>
Food/Beverage ingredients  NutraSweet brand        High-intensity sweetener   Augusta, Ga.                Aspartic acid;
                           sweetener               used primarily in                                      Phenylalanine
                                                   beverages and food
                                                   products
                           ---------------------------------------------------------------------------------------------------------
                           Keltone and Manugel     Soups, sauces, gravies,    Girvan, United Kingdom;     Corn syrup; Seaweed
                           sodium alginates,       dressings, beverages,      Knowsley, United Kingdom;
                           Kelcoloid propylene     snack foods, breadings,    Okmulgee, Okla.; San Diego,
                           glycol alginate,        batters, bakery products,  Calif.
                           Keltrol xanthan gum,    dairy products, pet foods
                           Kelcogel gellan gum
------------------------------------------------------------------------------------------------------------------------------------
Consumer foods             Equal, Canderel,        Tabletop sweeteners        Coapa, Mexico; Evreux,      Aspartame; Cyclamate;
                           NutraSweet, SweetMate,                             France; Fairfield,          Saccharin; Sugar
                           Chuker, Misura and                                 Australia; Manteno, Ill.;
                           other tabletop                                     Morpeth, United Kingdom;
                           sweeteners                                         Zarate, Argentina
------------------------------------------------------------------------------------------------------------------------------------
Residential lawn and       Roundup herbicide, and  Herbicides, insecticides,  Antwerp, Belgium; Fort      Acephate; Chlorpyrifos;
garden applications<F*>    Ortho, Green Cross,     fungicides, fertilizers,   Madison, Iowa; Corwen,      Diazinon; Glyphosate;
                           Phostrogen, Defender,   applicators, flower seeds, United Kingdom; Melbourne,  Malathion
<F*>Alternatives for this  and White Swan brand    garden decorative items    Australia
business are currently     lawn-and-garden
being considered.          products; Ortho books
------------------------------------------------------------------------------------------------------------------------------------
Industrial                 Manutex and Kelgin      Cleaners, textile          Girvan, United Kingdom;     Corn syrup; Seaweed
                           sodium alginates,       printing, paper sizings    Knowsley, United Kingdom;
                           Kelzan AR xanthan gum   and coatings, firefighting Okmulgee, Okla.; San Diego,
                                                   foams                      Calif.
                           ---------------------------------------------------------------------------------------------------------
                           Kelzan XC, Kelzan XCD   Oil and gas well drilling  Knowsley, United Kingdom;   Corn syrup
                           and Xanvis xanthan      applications               Okmulgee, Okla.; San Diego,
                           gums, Biozan welan gum                             Calif.
------------------------------------------------------------------------------------------------------------------------------------
CORPORATE AND OTHER

Capital equipment          EnviroChem engineering  Processing plants for      Martinez, Calif.; On-site   Various construction
                           and construction        fertilizer producers,      construction                components
                           management services     basic metals production,
                           for processing plants   oil refining
                           using sulfuric acid;
                           proprietary equipment
                           and air pollution
                           control systems
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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PRINCIPAL EQUITY AFFILIATES

    Monsanto participates in a number of joint ventures in which it shares
management control with other companies. For example, aspartame is manufactured
and sold in Europe by fifty percent-owned joint ventures; and Monsanto has a 60%
ownership interest in a joint venture with Solutia Inc., from which it purchases
elemental phosphorus. In addition, the Company has a significant equity position
in DeKalb Genetics Corporation ("DeKalb").

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
43 of the 1997 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 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 Nutrition and Consumer Products 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 and
Pharmaceuticals segments typically is, and introduction of new products by other
segments may be, subject to prior review and approval by the U.S. Food & Drug
Administration ("FDA"), 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. Monsanto purchases its North American supply, and
has the option to purchase its ex-North American supplies, of elemental
phosphorus, a key raw material for the production of Roundup(R) brand
herbicides, from P4 Production, L.L.C., a joint venture between the Company and
Solutia Inc. 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

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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 and has pending a substantial number of patent
applications. In addition, Monsanto holds a number of licenses granted by other
parties, some of which may be significant particularly to the Agricultural
Products segment. 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. Pursuant to the joint venture agreement, the
other partner has the right to purchase Searle's interest and thereby terminate
the venture beginning in December, 1999. Ambien(R) is protected by a U.S. patent
to October 21, 2006. 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,
YieldGard(R) corn and Bollgard(R) cotton) are protected by patents which extend
until at least 2013. Monsanto's herbicide-resistant plant products, Roundup
Ready(R) cotton, corn, canola and soybeans, are protected by patents which
extend until at least 2014. (Certain of Monsanto's patents and licenses are
currently the subject of litigation. See "Legal Proceedings" below.)

    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 Nutrition and Consumer Products 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.

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RESEARCH AND DEVELOPMENT

    Research and development constitute an important part of Monsanto's
activities. See "Review of Consolidated Results of Operations," "Nutrition
and Consumer Products," "Pharmaceuticals" and "Supplemental Data" on pages
33, 39, 40-41 and 61, respectively, of the 1997 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. 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. While the costs of
compliance with environmental laws and regulations cannot be predicted with
certainty, Monsanto does not expect such costs to have a material adverse effect
upon its capital expenditures, earnings, or competitive position. See
information regarding remediation of waste disposal sites appearing under
"Commitments and Contingencies" on page 61 of the 1997 Annual Report,
incorporated herein by reference.

EMPLOYEE RELATIONS

    As of December 31, 1997, Monsanto had approximately 21,900 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 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; economic conditions in other countries; and other potentially
detrimental domestic and foreign governmental practices or policies affecting
U.S. companies doing business abroad. See "Geographic Data" on page 42 of the
1997 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, or seek
to restrict the Company's business activities. 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.

    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 9, 1998, there were approximately 5 cases pending
in various U.S. state and federal courts and approximately 270 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 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

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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. Several defendants, not
including Searle, have settled the federal class action case. 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. Trial of the federal class action case is set for September
14, 1998. 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 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. Jury trial in this matter concluded on February 3, 1998 with a
verdict in favor of all defendants. The patents of Mycogen were found invalid on
the basis that Monsanto was a prior inventor. On February 20, 1998 Mycogen filed
motions requesting that the Court set aside the jury's verdict. The Company will
continue to vigorously defend against Mycogen's lawsuit.

    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) (now Novartis Seeds, Inc.) for
infringement of that patent. Trial of this matter is currently scheduled for
June 15, 1998. On May 19, 1995, Mycogen initiated suit in U.S. District Court
in California against the Company alleging infringement of U.S. Patent No.
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, prior invention and collateral estoppel as a result of the outcome
in the jury trial in which Mycogen's related patents were found invalid. The
Company is also a party in interference proceedings against Mycogen 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.

    In 1997 the Company commercially introduced corn containing a gene providing
glyphosate resistance. Monsanto is a leader in this scientific field and has
engaged in such research and biotechnology development over many years and owns
a number of present and pending patents which relate to this technology. On
November 20, 1997, Rhone Poulenc Agrochimie S. A. ("Rhone Poulenc") filed suit
in U. S. District Court in North Carolina (Charlotte) against the Company and
DeKalb contending they did not have a right to license, make or sell products
using Rhone Poulenc technology for glyphosate resistance. DeKalb has sublicensed
to Monsanto certain technology previously licensed from Rhone Poulenc. The terms
of Rhone Poulenc's license to DeKalb are now in dispute and have resulted in
Rhone Poulenc's claim that the Company's sale of Roundup Ready(R) corn infringes
on the Rhone Poulenc patent. Rhone Poulenc also contends that Monsanto is in
violation of certain antitrust laws. The Company has meritorious defenses to the
allegations and is vigorously defending the litigation.

    In 1997 the Company commercially introduced corn containing a gene encoding
for 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 January 21,
1997, Novartis Seeds, Inc. ("Novartis") filed suit in U.S. District Court in
Delaware seeking damages and injunctive relief against the Company, alleging
infringement of Bt related U.S. Patent No. 5,595,733 issued to

                                       7
<PAGE> 9
Ciba-Geigy Corporation (Seed Division) and now held by Novartis. Trial in this
matter is currently scheduled for October 1998. The Company has several
meritorious defenses including non-infringement and lack of validity of
Novartis' patent. The Company is vigorously defending against Novartis' lawsuit.

    On March 20, 1997, the Georgia Environmental Protection Division ("EPD")
issued a Notice of Violation alleging violations by the Company of certain
sections of the Resource Conservation and Recovery Act. The alleged violations
related to the waste heat recovery units at the Company's NutraSweet(R)
sweetener plant in Augusta, Georgia. On December 31, 1997, the Company and EPD
executed a Consent Order whereby the Company agreed to pay $99,000 to settle the
alleged violations, and agreed to complete a Supplemental Environmental Project
to secure environmental improvements at the facility estimated at $120,000.

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.

DISCLOSURE OF FORWARD-LOOKING STATEMENTS

    Under the Private Securities Litigation Reform Act of 1995, companies are
provided a "safe harbor" for making forward-looking statements about the
potential risks and rewards of their strategies. Monsanto believes it's in the
best interests of our shareowners to use these provisions in discussing future
events, as we do in this Form 10-K (including portions incorporated by reference
from the 1997 Annual Report) and other communications. These forward-looking
statements include our plans for growth; the potential for the development,
regulatory approval and public acceptance of new products from our pipeline; and
other factors that could affect Monsanto's future operations or financial
position.

    Monsanto's ability to achieve its goals depends on many, known and unknown
risks and uncertainties, as well as on 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
aren't limited to Monsanto's ability to: generate cash flows or obtain financing
to fund its growth, including research and development; identify new
technologies and commercialize from that research innovative and competitive new
products worldwide; obtain regulatory approvals and gain consumer acceptance of
new products worldwide; secure and defend its intellectual property rights and,
when appropriate, license required technology; manufacture its products
competitively and cost effectively; manage its businesses in the face of adverse
weather or other environmental conditions; respond to challenges in
international markets, including changes in currency exchange rates, political
or economic conditions, and trade and regulatory matters; complete and integrate
appropriate acquisitions, strategic alliances and joint ventures; and manage
other factors as may be discussed in Monsanto's reports filed with the U.S.
Securities and Exchange Commission.

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, 1998, is set forth
under "Business--Industry Segments; Principal Products" in Item 1 of this
Report, which is incorporated herein by reference.

                                       8
<PAGE> 10
    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 also leases the land underlying facilities that it
owns at Alvin, Texas. In certain 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," "Business--Legal Proceedings" and "Business--
Disclosure of Forward-Looking Statements" 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 1997.

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.

                                    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 1996 and 1997) on page
43 of the 1997 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 1993 through 1997, appearing on page 62
of the 1997 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 31 through 34, "Segment Data"
and information regarding segments on pages 35 through 41, "Review of Changes
in Financial Position" on page 45, and "Review of Cash Flow" on pages 47 and
48, and the narrative information appearing under "Geographic Data" on page 42
of the 1997 Annual Report is incorporated herein by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS.

    The tabular and narrative information appearing under "Financial
Instruments" on pages 48 and 49 of the 1997 Annual Report is incorporated
herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

    The consolidated financial statements of Monsanto appearing on pages 30, 44,
46, 50 and 51 through 61; the Independent Auditors' Report appearing on page 29;
and the tabular and narrative information appearing under "Quarterly Data" on
page 43 of the 1997 Annual Report are incorporated herein by reference.

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

    None.

                                       9
<PAGE> 11
                                    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 "1998 Proxy Statement") dated March
13, 1998, is incorporated herein by reference. The following information with
respect to the Executive Officers of the Company on March 1, 1998, is included
pursuant to Instruction 3 of Item 401(b) of Regulation S-K:

<TABLE>
<CAPTION>
                                                        Year
                                                        First
                                                      Became an
                             Present Position with    Executive
        Name--Age                  Registrant          Officer      Other Business Experience since January 1, 1993
--------------------------  ------------------------  ---------   -------------------------------------------------------
<S>                         <C>                         <C>       <C>
Richard U. De Schutter, 57  Vice Chairman--Monsanto     1995      President, G.D. Searle & Co., 1991; President and Chief
                            Company; Chairman, Chief              Operating Officer, G.D. Searle & Co., 1993; Chairman,
                            Executive Officer and                 Chief Executive Officer and President, G.D. Searle &
                            President--G.D. Searle &              Co.; Advisory Director--Monsanto Company, 1995; and
                            Co.                                   present position, 1997.

Arnold W. Donald, 43        Senior Vice President--     1998      Vice President and General Manager of the Crop
                            Monsanto Company                      Protection Products Division--Monsanto Company, 1992;
                                                                  Group Vice President North America Division--Monsanto
                                                                  Company, 1993; Group Vice President and General
                                                                  Manager--Monsanto Company, 1994; President, Crop
                                                                  Protection--Monsanto Company, 1995; Co-President,
                                                                  Agricultural Sector--Monsanto Company, 1997; and
                                                                  present position, 1998.

Steven L. Engelberg, 55     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.

Patrick J. Fortune, 50      Vice President and Chief    1997      Corporate Vice President, Information Management--
                            Information Officer--                 Bristol-Myers Squibb, 1991; President and Chief
                            Monsanto Company                      Operation Officer--Coram Healthcare Corporation,
                                                                  1994; Vice President, Information Technology--Monsanto
                                                                  Company, 1995; and present position, 1997.

Pierre Hochuli, 50          Executive Vice President--  1995      Vice President and General Manager, New Products
                            Monsanto Company                      Division--The Agricultural Group, 1992; Group Vice
                                                                  President and General Manager, New Products
                                                                  Division--The Agricultural Group, 1993; Vice President,
                                                                  Corporate Planning--Monsanto Company, 1993; Vice
                                                                  President--Monsanto Company; President--Growth
                                                                  Enterprises, 1995; Vice President--Monsanto Company;
                                                                  President--Growth Enterprises Business Unit; Chairman,
                                                                  Monsanto Europe-Africa, 1996; and present position,
                                                                  1997.

Robert B. Hoffman, 61       Vice Chairman and Chief     1994      Vice President, FMC Corporation, 1990; Chief Financial
                            Financial                             Officer and Advisory Director--Monsanto Company, 1994;
                            Officer--Monsanto Company             and present position, 1997.

                                       10
<PAGE> 12

<CAPTION>
                                                        Year
                                                        First
                                                      Became an
                             Present Position with    Executive
        Name--Age                  Registrant          Officer      Other Business Experience since January 1, 1993
--------------------------  ------------------------  ---------   -------------------------------------------------------
<S>                         <C>                         <C>       <C>
R. William Ide III, 57      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, 40          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.

David L. Morley, 41         Senior Vice President--     1998      Vice President, Finance and Planning--The Agricultural
                            Monsanto Company                      Group, 1992; Group Vice President and General Manager,
                                                                  Global Strategies and Operations--The Agricultural
                                                                  Group, 1993; Group Vice President and General Manager,
                                                                  Americas Division, Crop Protection Business
                                                                  Unit--Monsanto Company, 1995; President, Nutrition and
                                                                  Consumer Products--Monsanto Company, 1997; and present
                                                                  position, 1998.

Philip Needleman, 59        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
                            President, Research and               Company; President, Research and Development, G.D.
                            Development, G.D. Searle &            Searle & Co., 1992; and present position, 1993.
                            Co.

Nicholas L. Reding, 63      Director; Vice Chairman of  1976      Executive Vice President, Environment, Safety, Health
                            the Board--Monsanto                   and Manufacturing and Advisory Director--Monsanto
                            Company                               Company, 1990; and present position, 1993.

Robert W. Reynolds, 54      Vice Chairman--Monsanto     1994      Vice President and Managing Director, Latin America
                            Company                               World Area--Monsanto Company, 1992; Vice President,
                                                                  International Operations and Development--Monsanto
                                                                  Company, 1994; and present position, 1997.

Robert B. Shapiro, 59       Director; Chairman and      1987      Executive Vice President and Advisory Director--
                            Chief Executive                       Monsanto Company; President--The Agricultural Group,
                            Officer--Monsanto Company             1990; Director; President and Chief Operating
                                                                  Officer--Monsanto Company, 1993; Director; Chairman,
                                                                  Chief Executive Officer and President--Monsanto
                                                                  Company, 1995; and present position, 1997.

Hendrik A. Verfaillie, 52   President--Monsanto         1993      Vice President and General Manager, Roundup
                            Company                               Division--The Agricultural Group, 1990; Vice President
                                                                  and Advisory Director--Monsanto Company; President--The
                                                                  Agricultural Group, 1993; Vice President and Advisory
                                                                  Director--Monsanto Company, 1995; Executive Vice
                                                                  President and Advisory Director--Monsanto Company,
                                                                  1995; and present position, 1997.
</TABLE>

Mr. Reding will retire May 1, 1998. Otherwise, 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.

                                       11
<PAGE> 13
ITEM 11. EXECUTIVE COMPENSATION.

    Information appearing under "Directors' Fees and Other Arrangements" on
pages 8 through 10 and under "Executive Compensation" on page 16 through
"Certain Agreements" on page 22 of the 1998 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 1998 Proxy Statement is incorporated
herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

    Information appearing under "Other Information Regarding Management" on
page 22 of the 1998 Proxy Statement is incorporated herein by reference.

                                    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 30, 44, 46, 50 and 51
           through 61 of the 1997 Annual Report (See Exhibit 13 under Paragraph
           (a)3 of this Item 14)

        2. Financial Statement Schedules

            None required

        3. Exhibits--See the Exhibit Index beginning at page 15 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. 10.4 through 10.32 on pages 15
           through 17 of the Exhibit Index. The following Exhibits listed in the
           Exhibit Index are filed with this Report:

                13  The Company's 1997 Annual Report to shareowners

                21  Subsidiaries of the registrant (See page 19)

                23   1. Consent of Independent Auditors (See page 20)

                     2. Consent of Company Counsel (See page 20)

                24   1. Powers of attorney submitted by Robert M. Heyssel,
                        Michael Kantor, Gwendolyn S. King, Philip Leder, Jacobus
                        F.M. Peters, Nicholas L. Reding, John S. Reed, John E.
                        Robson, William D. Ruckelshaus, Robert B. Shapiro,
                        Robert B. Hoffman, and Michael R. Hogan

                     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 21)

    (b) Reports on Form 8-K during the quarter ended December 31, 1997:

       A Form 8-K as of December 5, 1997, was filed by the Company, including
    financial information restated to present the results of operations, cash
    flows and financial position of Monsanto's former chemical businesses as
    discontinued operations.

                                       12
<PAGE> 14
                                   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 17, 1998

    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 and Director (Principal          March 17, 1998
             (Robert B. Shapiro)                     Executive Officer)

                   <F*>
---------------------------------------------        Vice Chairman of the Board                March 17, 1998
            (Nicholas L. Reding)                     and Director

                   <F*>
---------------------------------------------        Vice Chairman (Principal                  March 17, 1998
             (Robert B. Hoffman)                     Financial Officer)

          /s/ Michael R. Hogan
---------------------------------------------        Vice President and Controller             March 17, 1998
             (Michael R. Hogan)                      (Principal Accounting Officer)

                   <F*>
---------------------------------------------        Director                                  March 17, 1998
             (Robert M. Heyssel)

                   <F*>
---------------------------------------------        Director                                  March 17, 1998
              (Michael Kantor)

                   <F*>
---------------------------------------------        Director                                  March 17, 1998
             (Gwendolyn S. King)

                   <F*>
---------------------------------------------        Director                                  March 17, 1998
               (Philip Leder)

                   <F*>
---------------------------------------------        Director                                  March 17, 1998
            (Jacobus F.M. Peters)

                                       13

<PAGE> 15
<CAPTION>
                  SIGNATURE                                         TITLE                         DATE
                  ---------                                         -----                         ----
<S>                                                  <C>                                       <C>
                   <F*>
---------------------------------------------        Director                                  March 17, 1998
               (John S. Reed)

                   <F*>
---------------------------------------------        Director                                  March 17, 1998
              (John E. Robson)

                   <F*>
---------------------------------------------        Director                                  March 17, 1998
          (William D. Ruckelshaus)

<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.

                                                /s/ R. William Ide III
                                          --------------------------------------
                                                    R. William Ide III
                                                     Attorney-in-Fact
</TABLE>

                                       14
<PAGE> 16
                                 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 as of
                October 28, 1997 (incorporated herein by reference to Exhibit
                3(i) of the Company's Form 10-Q for the quarter ended
                September 30, 1997)

             2. By-Laws of the Company, as amended effective September 26,
                1997 (incorporated herein by reference to Exhibit 3(ii) of the
                Company's Form 10-Q for the quarter ended September 30, 1997)

     4       1. Form of Rights Agreement, dated as of January 26, 1990
                between the Company and First Chicago Trust Company as successor
                to 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. Distribution Agreement by and between Monsanto Company and
                Solutia Inc., as of September 1, 1997, plus identification of
                contents of omitted schedules and exhibits and agreement to
                furnish supplementally a copy of any omitted schedule or
                exhibit to the Securities and Exchange Commission upon
                request (incorporated herein by reference to Exhibit 2.1 of
                the Company's Form 8-K filed September 16, 1997)

             2. Employee Benefits and Compensation Allocation Agreement
                between Monsanto Company and Solutia Inc., dated as of September
                1, 1997 (incorporated herein by reference to Exhibit 99.1 of
                the Company's Form 8-K filed September 16, 1997)

             3. Tax Sharing and Indemnification Agreement dated as of
                September 1, 1997, by and between Monsanto Company and Solutia
                Inc. (incorporated herein by reference to Exhibit 99.2 of the
                Company's Form 8-K filed September 16, 1997)

             4. Monsanto Company Non-Employee Director Deferred Compensation
                Plan (incorporated herein by reference to Exhibit 10.3 of the
                Company's Form 10-Q for the quarter ended September 30, 1997)

             5. Monsanto Company Non-Employee Director Equity Incentive
                Compensation Plan (incorporated herein by reference to
                Exhibit 10.4 of the Company's Form 10-Q for the quarter ended
                September 30, 1997)

             6. 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)

             7. Amendment to Non-Employee Directors Stock Plan (incorporated
                herein by reference to Exhibit 10.8 of the Company's Form
                10-Q for the quarter ended June 30, 1997)

                                      15

<PAGE> 17

<CAPTION>
                              EXHIBIT INDEX (CONT'D)

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

              8. 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)

              9. 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)

             10. Excerpt of Resolutions of Monsanto Company Board of
                 Directors Regarding Directors' Compensation, adopted by
                 Unanimous Consent effective August 4, 1997 (incorporated
                 herein by reference to Exhibit 10.5 of the Company's Form
                 10-Q for the quarter ended September 30, 1997)

             11. 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)

             12. Monsanto Management Incentive Plan of 1984, as amended in
                 1987, 1988, 1989, April 1997 and July 1997 (incorporated herein
                 by reference to Exhibit 10.1 of the Company's Form 10-Q for
                 the quarter ended June 30, 1997)

             13. Monsanto Management Incentive Plan of 1988/I, as amended in
                 1988, 1989, 1991, 1992, April 1997 and July 1997 (incorporated
                 herein by reference to Exhibit 10.3 of the Company's Form
                 10-Q for the quarter ended June 30, 1997)

             14. Monsanto Management Incentive Plan of 1988/II, as amended in
                 1989, 1991, 1992, April 1997 and July 1997 (incorporated herein
                 by reference to Exhibit 10.4 of the Company's Form 10-Q for
                 the quarter ended June 30, 1997)

             15. Monsanto Management Incentive Plan of 1994, as amended in
                 April 1997 and July 1997 (incorporated herein by reference to
                 Exhibit 10.5 of the Company's Form 10-Q for the quarter
                 ended June 30, 1997)

             16. Monsanto Management Incentive Plan of 1996 as amended April
                 1997, July 1997 and August 1997 (incorporated herein by
                 reference to Exhibit 10.6 of the Company's Form 10-Q for the
                 quarter ended September 30, 1997)

             17. 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)

             18. Annual Incentive Program for Executive Officers
                 (incorporated herein by reference to the description on pages
                 12-13 of the Monsanto Company Notice of Annual Meeting and
                 Proxy Statement dated March 13, 1998)

             19. Long-Term Incentive Program and Premium Option Purchase
                 Program for Executive Officers (incorporated herein by reference
                 to the description on pages 13-15 of the Monsanto Company
                 Notice of Annual Meeting and Proxy Statement dated March 13,
                 1998)

             20. 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
<PAGE> 18

<CAPTION>
                                 EXHIBIT INDEX (CONT'D)

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

             21. Form of Employment Agreement for Executive Officers
                 (incorporated herein by reference to Exhibit 10.7 of the
                 Company's Form 10-Q for the quarter ended September 30, 1997)

             22. 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)

             23. 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, 1995)

             24. 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, 1995)

             25. Supplemental Retirement Plan regarding Richard U. De
                 Schutter (incorporated herein by reference to Exhibit 10.26 of
                 the Company's Form 10-K for the year ended December 31,
                 1996)

             26. 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)

             27. Minutes of Meeting of Executive Compensation and Development
                 Committee regarding termination of Searle Phantom Stock
                 Option Plan of 1986 (incorporated herein by reference to
                 Exhibit 10.8 of the Company's Form 10-Q for the quarter
                 ended March 31, 1997)

             28. Searle Monsanto Stock Option Plan of 1986, as amended in
                 1988, 1989, 1990, 1991, 1995, April 1997 and July 1997
                 (incorporated herein by reference to Exhibit 10.2 of the
                 Company's Form 10-Q for the quarter ended June 30, 1997)

             29. Searle/Monsanto Stock Plan of 1994, as amended in 1995,
                 April 1997 and July 1997 (incorporated herein by reference to
                 Exhibit 10.6 of the Company's Form 10-Q for the quarter
                 ended June 30, 1997)

             30. 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)

             31. 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)

             32. 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)

      11     Omitted--Inapplicable; see "Earnings per Share" on page 60 of
             the 1997 Annual Report

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

                                       17
<PAGE> 19

<CAPTION>

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

      13     The Company's 1997 Annual Report to shareowners. (The electronic
             submission includes only the financial report section of the
             Annual Report, consisting of pages 28 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 19)

      22     Omitted--Inapplicable

      23     1. Consent of Independent Auditors (See page 20)

             2. Consent of Company Counsel (See page 20)

      24     1. Powers of attorney submitted by Robert M. Heyssel, Michael
                Kantor, Gwendolyn S. King, Philip Leder, Jacobus F.M. Peters,
                Nicholas L. Reding, John S. Reed, John E. Robson, William D.
                Ruckelshaus, Robert B. Shapiro, Robert B. Hoffman and Michael
                R. Hogan

             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 21)

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

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