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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

Form 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 21, 2008

SOLUTIA INC.

(Exact name of registrant as specified in its charter)


DELAWARE	001-13255	43-1781797
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


575 Maryville Centre Drive, P.O. Box 66760, St. Louis, Missouri		63166-6760
(Address of principal executive offices)		(Zip Code)

(314) 674-1000
Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


ITEM 1.01		ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On August 21, 2008, Solutia Inc. (the “Company”) entered into an underwriting agreement (the “Agreement”) with Deutsche Bank Securities Inc. and Jefferies & Company, Inc. with respect to the offering (the “Offering”) of 10,714,284 shares of its common stock at a price per share to the public of $14.00. The shares were offered and sold pursuant to a prospectus supplement and accompanying prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended, in connection with the company’s registration statement on Form S-3, as amended, (Registration Statement No. 333-151980) (the “Registration Statement”), which was declared effective by the Securities and Exchange Commission on July 25, 2008.

Pursuant to the Agreement, the Company agreed not to, directly or indirectly, offer, sell, short sell or otherwise dispose of any shares of its common stock or other securities convertible into or exchangeable or exercisable for shares of its common stock or derivative of its common stock (or agreement for such) for a period of 90 days after August 11, 2008, other than as provided under the underwriting agreement or with the prior written consent of the underwriters; provided, that this provision shall not apply to (i) the sale of shares of its common stock sold pursuant to the Agreement, (ii) issuances by the Company of shares of its common stock upon the exercise of an option, warrant or a similar security or the conversion of a security outstanding on the date hereof and reflected in the prospectus, (iii) the grants by the Company of options or stock, or the issuance by the Company of stock, under its benefits plans described in the prospectus, (iv) the issuance by the Company of up to 5,000,000 shares of its common stock in connection with the acquisition of, a joint venture with or a merger with, another company, and the filing of a registration statement with respect thereto; provided that the recipient of such shares agrees in writing with the underwriters not to offer, pledge, sell, contract to sell, sell any option or contract to purchase, grant any option, right or warrant to purchase, lend, or otherwise transfer, directly or indirectly, any such shares or options during such 90-day period without the prior written consent of the underwriters, or (v) transactions by any person other than the Company, relating to shares of its common stock or other securities acquired in the open market or other transactions after the completion of this offering. In addition, certain of our executive officers and directors of the Company have agreed not to sell, option or otherwise dispose of any shares of our common stock for a period of 90 days after August 11, 2008 except as permitted under the underwriting agreement or with the written consent of the underwriters.

The underwriting agreement also contains standard indemnification rights and obligations of the Company and the underwriters.

One or more of the underwriters or their affiliates have either provided investment banking services to the Company in the past or may do so in the future. The underwriters receive customary fees and commissions for these services.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the underwriting agreement, which is filed as Exhibit 1.1 to this Form 8-K and is incorporated by reference herein.


ITEM 5.02.		DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

On August 22, 2008, Mr. Jonathon Wright’s employment with the Company was terminated other than for Cause, as such term is defined in and as in accordance with Mr. Wright’s amended and restated employment agreement dated April 11, 2007. Mr. Wright served as the Company’s Senior Vice President and President — Integrated Nylon. Attached hereto as Exhibit 99.1 is a copy a press release announcing that Mr. James R. Voss, the Company’s Senior Vice President and President - Technical Specialties, will assume full responsibility for managing the Integrated Nylon business. The press release is incorporated into this Item 5.02 by reference.


ITEM 8.01		OTHER EVENTS.

Press release

On August 21, 2008, the Company issued a press release announcing the determination of the offering price in relation to the Offering. The information contained in the press release, which is filed as Exhibit 99.2 to this Current Report on Form 8-K, is incorporated herein by reference.


Item 14		of Registration Statement

This Current Report on Form 8-K is also being filed for the purpose updating Item 14 of the Registration Statement. Information relating to Item 14 — “Other expenses of issuance and distribution relating to the Registration Statement” with respect to the Offering is as follows:


Securities and Exchange Commission Registration Fee	$	23,580	(1)
Legal Fees and Expenses		40,000
Accounting Fees and Expenses		20,000
Printing and Delivery Expenses		20,000
Transfer Agent		3,500
Rating Agency Fees and Expenses		N/A
Trustee’s Fees and Expenses (including Counsel’s Fees)		N/A
Miscellaneous Expenses		N/A

Total(2)	$	83,500


(1)		Previously disclosed.

(2)		The total does not include the previously paid registration fee.

All amounts, other than the registration fee, are estimates.


ITEM 9.01		FINANCIAL STATEMENTS AND EXHIBITS.


Exhibit No.		Description

1.1		Underwriting agreement, dated August 21, 2008, by and between Solutia Inc. and Deutsche Bank Securities Inc. and Jefferies & Company, Inc.

99.1		Press Release of Solutia Inc., dated August 25, 2008

99.2		Press Release of Solutia Inc., dated August 21, 2008

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DATE: August 25, 2008


SOLUTIA INC.
By:	/s/ Rosemary L. Klein
	Name:	Rosemary L. Klein
	Title:	Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX


1.1		Underwriting agreement, dated August 21, 2008, by and between Solutia Inc. and Deutsche Bank Securities Inc. and Jefferies & Company, Inc.

99.1		Press Release of Solutia Inc., dated August 25, 2008

99.2		Press Release of Solutia Inc., dated August 21, 2008