SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MORLEY CHERYL P

(Last)

(First)

(Middle)

800 N. LINDBERGH BLVD.

(Street)

ST. LOUIS

63167

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MONSANTO CO /NEW/ [ MON ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. VP Corporate Strategy

3. Date of Earliest Transaction (Month/Day/Year)
07/14/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/14/2004		M		55,000	A	$20	61,432	D
Common Stock	07/14/2004		M		15,000	A	$16.145	76,432	D
Common Stock	07/14/2004		S		700	D	$36.31	75,732	D
Common Stock	07/14/2004		S		46,500	D	$36.3	29,232	D
Common Stock	07/14/2004		S		1,200	D	$36.27	28,032	D
Common Stock	07/14/2004		S		9,900	D	$36.25	18,132	D
Common Stock								11,172	I	By 401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (right to buy)	$32.385							03/15/2005⁽¹⁾	02/26/2014	Common Stock	21,630		21,630	D
Option (right to buy)	$20	07/14/2004		M			55,000	03/15/2002⁽²⁾	10/16/2010	Common Stock	106,670	$20	51,670	D
Option (right to buy)	$16.145	07/14/2004		M			15,000	04/25/2004⁽³⁾	04/24/2013	Common Stock	45,000	$16.145	30,000	D
Option (right to buy)	$21.295							06/17/2004⁽⁴⁾	06/16/2013	Common Stock	4,740		4,740	D

Explanation of Responses:

1. Options become exercisable in three equal installments on each of March 15, 2005, March 15, 2006 and March 15, 2007, subject to the terms and conditions of the Monsanto Company Long Term Incentive Plan.

2. 50% of options became exercisable on each of March 15, 2002 and March 15, 2003.

3. Options become exercisable in three equal installments on April 25, 2004, March 15, 2005 and March 15, 2006, subject to the terms of the Monsanto Company Long Term Incentive Plan.

4. Options become exercisable in three equal installments on June 17, 2004, March 15, 2005 and March 15, 2006, subject to the terms of the Monsanto Company Long Term Incentive Plan.

Remarks:

	Sonya M. Davis, Attorney-in-Fact	07/15/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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