AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                                MONSANTO COMPANY



          Monsanto Company, a corporation organized and existing under the laws

of the State of Delaware, does hereby certify:



          1.  The name of the corporation is Monsanto Company.  Monsanto Company

was originally incorporated under the name "Monsanto Ag Company", and the

original Certificate of Incorporation was filed with the Secretary of State of

the State of Delaware on February 9, 2000.



          2.  This Amended and Restated Certificate of Incorporation (the

"Certificate of Incorporation") was duly adopted in accordance with Section 245

of the General Corporation Law of the State of Delaware.  Pursuant to Sections

242 and 228 of the General Corporation Law of the State of Delaware, the

amendments and restatement herein set forth have been duly adopted by the Board

of Directors and the stockholder of Monsanto Company.



          3.  Pursuant to Section 245 of the General Corporation Law of the

State of Delaware, this Certificate of Incorporation restates and integrates and

amends the provisions of the amended Certificate of Incorporation of this

corporation.



          4.  The text of the amended Certificate of Incorporation is hereby

restated and amended to read in its entirety as follows:



                                   ARTICLE I

                                   ---------



          The name of the corporation (which is hereinafter referred to as the

"Corporation") is:    Monsanto Company



                                   ARTICLE II

                                   ----------



          The address of the Corporation's registered office in the State of

Delaware is The Corporation Trust Center, 1209 Orange Street in the City of

Wilmington, County of New Castle.

{PAGE}



The name of the Corporation's registered agent at such address is The

Corporation Trust Company.



                                  ARTICLE III

                                  -----------



          The purpose of the Corporation shall be to engage in any lawful act or

activity for which corporations may be organized and incorporated under the

General Corporation Law of the State of Delaware.



                                   ARTICLE IV

                                   ----------



          Section 1.    The Corporation shall be authorized to issue

1,520,000,000 shares of capital stock, of which 1,500,000,000 shares shall be

shares of Common Stock, $0.01 par value ("Common Stock"), and 20,000,000 shares

shall be shares of Preferred Stock, $0.01 par value ("Preferred Stock").



          Section 2.    Shares of Preferred Stock may be issued from time to

time in one or more series.  The Board of Directors of the Corporation (the

"Board") is hereby authorized to fix by resolution or resolutions the voting

powers, if any, designations, powers, preferences and the relative,

participating, optional or other special rights, if any, and the qualifications,

limitations or restrictions thereof, of any unissued series of Preferred Stock;

and to fix the number of shares constituting such series, and to increase or

decrease the number of shares of any such series (but not below the number of

shares thereof then outstanding).  The powers, preferences and relative,

participating, optional and other special rights of each series of Preferred

Stock, and the qualifications, limitations or restrictions thereof, if any, may

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