Monsanto Company (NYSE:MON) announced that it has commenced an offer to exchange a new series of Senior Notes due 2025 for up to $400 million of its outstanding $800 million 7 3/8 percent Senior Notes due 2012, which were issued in 2002. The exchange offer is being conducted upon the terms and subject to the conditions set forth in the Offering Memorandum dated July 25, 2005, and the related letter of transmittal.

“This financing allows us to adjust our debt-maturity schedule while allowing us to also take advantage of favorable market conditions,” said Monsanto Company Chief Financial Officer Terry Crews.

The exchange offer is limited to holders of the 7 3/8 Senior Notes that have certified certain matters to Monsanto, including their status as “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act of 1933. The exchange offer is scheduled to expire at 5:00 p.m. Eastern Time on Aug. 22, 2005, unless extended.

The exchange agent for the exchange offer is Global Bondholder Services Corporation. Eligible holders may call the exchange agent at 866-470-4200 or 212-430-3774 for more information.

The new Notes will not be registered under the Securities Act or any state securities laws. Therefore, the new Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.

This press release is not an offer to sell or a solicitation of an offer to buy any security. The offer to exchange is being made solely by the Offering Memorandum and related letter of transmittal.

Monsanto Company is a leading provider of technology-based solutions and agricultural products that improve farm productivity and food quality.