Monsanto Prices Notes

NEW YORK - Aug 19/05 - SNS -- Monsanto Company set the pricing terms of the new series of Senior Notes due 2025 which are to be issued in exchange for a portion of its outstanding 7 3/8% Senior Notes due 2012, which were issued in 2002.

The total exchange price for each $1,000 principal amount of 7 3/8% Senior Notes tendered, using a yield of 4.608%, will be $1,163.39, consisting of $1,000 principal amount of new Notes and $168.09 in cash. The interest rate on the new Notes will be 5.50%.

The yield on the new Notes will be 5.539% and the issue price of the new Notes will be $995.30, which has been determined by reference to the yield on the designated 30-year benchmark security as of the pricing time, which was 4.439%. Holders who exchange their 7 3/8% Senior Notes will also receive accrued interest on the Notes to the settlement date, or $2.05 per $1,000 principal amount of the Notes exchanged.

Holders who tendered their Senior Notes after 5 p.m., EDT, on Aug. 5, 2005, will receive, for each $1,000 principal amount of Senior Notes tendered, the applicable total exchange price less the early participation payment as specified in the Offering Memorandum.

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 p.m., EDT, on Aug. 22, 2005, unless extended, and the exchange of old Senior Notes for new 5.50% Senior Notes is currently scheduled to occur on Aug. 25, 2005.

Monsanto stressed 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.