FORM 4

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

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Filed By Romeo & Dye's Instant Form 4 Filer
www.section16.net

1. Name and Address of Reporting Person*

Verfaillie Hendrik A.

2. Issuer Name and Ticker or Trading Symbol
Monsanto Company (MON)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
X Director                                       10% Owner
X Officer (give title below)          Other (specify below)

President, Chief Executive Officer                

(Last)      (First)     (Middle)

800 N. Lindbergh Blvd.
 

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

(Street)

St. Louis, MO 63167

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Code

V

Amount

(A)
or
(D)

Price

Common Stock

339,540⁽¹⁾

D

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. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Option (right to buy)

$20.00

 ⁽²⁾

10/16/10

Common Stock

1,066,670

1,066,670

D

Phantom Shares

1-for-1

10/01/02

D⁽³⁾

372,301

10/01/02

10/01/02

Common Stock

372,301⁽⁴⁾

$15.47⁽⁵⁾

0

D

Explanation of Responses:

(1) Includes: (i) 35,311 shares of the Issuer's common stock received by the Reporting Person as a dividend distribution from Pharmacia Corporation in connection with Pharmacia Corporation's August 13, 2002 spin-off of its entire ownership interest in the Issuer to shareholders of Pharmacia Corporation; and (ii) 4,129 shares of the Issuer's common stock held by the Reporting Person in the Issuer's Savings and Investment Plan.
(2) 50% of the options became exercisable on March 15, 2002 and 50% become exercisable on March 15, 2003, subject to the terms of the Monsanto 2000 Management Incentive Plan.
(3) A Phantom Share Agreement was entered into among the Reporting Person, the Issuer and Pharmacia Corporation pursuant to which the Reporting Person agreed to the termination of his change-of-control agreement with Pharmacia Corporation as of the closing of the Issuer's initial public offering completed October 23, 2000. The Phantom Share Agreement provides that the phantom share accounts vest on October 1, 2002, provided that the Issuer achieves a performance goal requiring it to have positive net income for its 2001 fiscal year and that the Reporting Person remain employed by the Issuer through October 1, 2002. On Februrary 20, 2002, the People & Compensation Committee of the Issuer certified the achievement of the positive net income performance goal. The Phantom Share Agreement provides further that the phantom share accounts are to be settled in cash upon vesting based on the number of phantom shares allocated to the Reporting Person's phantom share account as of the date of vesting multiplied by the average closing price of the Issuer's common stock over the 10 trading days immediately preceding the vesting date.
(4) Includes 361,550 shares of phantom stock originally allocated to the Reporting Person's phantom share account and 10,751 shares of phantom stock issued as dividends with respect to such originally allocated phantom shares.
(5) Calculated as the average per share closing price of the Issuer's common stock over the 10 trading days immediately preceding the October 1, 2002 vesting date.
(6) Michael D. Bryan, attorney-in-fact for Hendrik A. Verfaillie pursuant to a Power of Attorney previously filed.

**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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