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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Monsanto Company
(Name of Issuer)
COMMON
(Title of Class of Securities)
611662107
(CUSIP Number)
Check the following box if a fee is being paid with this
statement
(A fee is not required only if the filing person: (1) has a
previous statement on file reporting beneficial ownership of
more than five percent of the class of securities described
in Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
(Continued on following page(s))
Page 1 of 10 Pages
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_______________________________________________________________
13G
CUSIP NO. 611662107 PAGE 2 OF 10 PAGES
______________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OPPENHEIMER GROUP, INC.
I.R.S. NO. 13-3331657
______________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) X
______________________________________________________________
3 SEC USE ONLY
______________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
______________________________________________________________
NUMBER OF 5 SOLE VOTING POWER
SHARE 0
_______________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 6,652,155
_______________________________________________
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
_______________________________________________
PERSON 8 SHARED DISPOSITIVE POWER
WITH 6,652,155
______________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,652,155
______________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
______________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.72%
______________________________________________________________
12 TYPE OF REPORTING PERSON
HC
______________________________________________________________
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_____________________________________________________________
13G
CUSIP NO. 611662107 PAGE 3 OF 10 PAGES
______________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OPPENHEIMER CAPITAL
I.R.S. NO. 13-3413767
_____________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) X
_____________________________________________________________
3 SEC USE ONLY
______________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
______________________________________________________________
NUMBER OF 5 SOLE VOTING POWER
SHARE 0
_______________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY 6,333,866
_______________________________________________
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
_______________________________________________
PERSON 8 SHARED DISPOSITIVE POWER
WITH 6,333,866
______________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
6,333,866
______________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
______________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.45%
______________________________________________________________
12 TYPE OF REPORTING PERSON
IA
______________________________________________________________
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Page 4 of 10 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Check the following box if a fee is being paid with this
Statement
Item 1(b) Name of Issuer:
Monsano Company
Item 1(b) Address of Issuer's Principal Executive Offices:
800 North Lindbergh Blvd., St. Louis, MO 63167
Item 2(a) Name of Person Filing:
Oppenheimer Group, Inc.
Item 2(b) Address of Principal Business Office:
Oppenheimer Tower, World Financial Center
New York, New York 10281
Item 2(c) Citizenship:
Inapplicable
Item 2(d) Title of Class of Securities:
Common
Item 2(e) CUSIP Number: 611662107
Item 3(g) ____X____ Parent Holding Company, in accordance with
Section 240.13d - 1(b)(1)(ii)(G)
See Exhibit I hereto
Item 4(a) Amount Beneficially Owned:
Oppenheimer Group, Inc. - 6,652,155 *
Item 4(b) Percent of Class:
Oppenheimer Group, Inc. - 5.72% *
* Includes amount beneficially owned by Oppenheimer Capital as
disclosed on Page 3 hereof.
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Page 5 of 10 Pages
Item 4(c)(i) Sole Power to Vote or to direct the vote -
Oppenheimer Group, Inc. - 0
Item 4(c)(ii) Shared power to vote or to direct the vote -
Oppenheimer Group, Inc. - 6,652,155 *
Item 4(c)(iii) Sole power to dispose or to direct the disposition of -
Oppenheimer Group, Inc. - 0
Item 4(c)(iv) Shared power to dispose or to direct the disposition of -
Oppenheimer Group, Inc. - 6,652,155 *
Item 5 Ownership to Five Percent or Less of a Class:
Inapplicable
Item 6 Ownership of More than Five Percent on Behalf of
Another Person:
See Exhibit A hereto
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company:
See Exhibit II hereto
Item 8 Identification and Classification of Members of the Group:
Inapplicable
Item 9 Notice of Dissolution of Group:
Inapplicable
Item 10 Certification:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired
in the ordinary course of business and were not acquired for
the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in
any transaction having such purpose or effect.
SIGNATURE After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: February 1, 1995
Signature: By: /s/ Robert I. Kleinberg
Name/Title: Robert I. Kleinberg, Vice President/Secretary
* Includes amount beneficially owned by Oppenheimer Capital as disclosed
on Page 3 hereof.
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Page 6 of 10 Pages
EXHIBIT A
The Managing General Partner of Oppenheimer Capital, a registered
investment adviser, and certain persons to whom it has delegated
the authority, have the power on behalf of Oppenheimer Capital to
direct the use of dividends or proceeds of sale of more than five
(5%) percent of such securities as disclosed on Page 3 hereof. The
General Partner of Quest for Value Advisors, a registered
investment adviser, and certain persons to whom it has delegated
the authority, have the power on behalf of Quest for Value
Advisors to direct the use of dividends or proceeds of sale of
less than five (5%) percent of these securities. The Board of
Directors, certain officers and other employees of Oppenheimer &
Co., Inc., a registered broker-dealer, have the power to direct
the use of dividends or proceeds of sale of less than five (5%)
percent of these securities.
MIK8-exhibit.A/1
PAGE
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Page 7 of 10 pages
EXHIBIT I
Oppenheimer Group, Inc. ("Oppenheimer Group") is a holding company
which owns directly and indirectly a variety of subsidiary companies
("Subsidiaries") including the companies identified on the exhibit
to this Schedule 13G engaged in various aspects of the financial
services business. 83.39% of the issued and outstanding Common
Stock of Oppenheimer Group is owned by Oppenheimer & Co., L.P.,
("Oppenheimer LP"), a limited partnership formed by the management
of Oppenheimer. The general and limited partnership interests in
Oppenheimer LP are owned by employees of Oppenheimer & Co., Inc.
("Opco") and its affiliates and include the executive officers of
Opco. 16.61% of Group's capital stock has been issued to certain
Oppenheimer LP warrantholders upon presentation for exercise of
warrants issued to various investors in Oppenheimer LP's 1986
Private Placement. Opco, an indirect wholly-owned subsidiary of
Oppenheimer Group, is a diversified investment banking and
securities firm. Oppenheimer Financial Corp., a wholly-owned
subsidiary of Oppenheimer Group, is the sole general partner of
Oppenheimer Capital, L.P. ("Opcap LP"), a limited partnership which
owns a majority interest in Oppenheimer Capital general partnership,
which carries on an investment advisory business activity directly
and through certain investment advisory companies one of which
serves as advisor to a group of mutual funds.
PAGE
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Page 8 of 10 Pages
The amendment to Schedule 13G is being filed by Oppenheimer Group as
a parent holding company pursuant to the provisions of Rule 13(d) -
(1) (b) on behalf of Oppenheimer LP and the Subsidiaries and/or
certain investment advisory clients or discretionary accounts of the
Subsidiaries and relating to their collective beneficial ownership
of shares of common stock of the Issuer.
Management of the affairs of Oppenheimer Group, the Subsidiaries and
of certain advisory clients including decisions respecting
dispositions and/or voting of the shares of the common stock of the
Issuer resides in respective officers and directors of the
Subsidiaries and is not directed by Oppenheimer Group or Oppenheimer
LP.
Accordingly, the filing of this amendment to Schedule 13G by
Oppenheimer Group is not intended as, and should not be deemed, an
acknowledgment of beneficial ownership or shared voting or
dispositive power by Oppenheimer Group, Oppenheimer LP or any
intermediary company of the shares of the common stock of the Issuer
owned by such Subsidiaries or investment advisory clients of
investment advisory clients, such beneficial ownership or
attribution or shared voting or dispositive power being disclaimed.
MIK8-EXHIBIT.I95
PAGE
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Page 9 of 10 Pages
EXHIBIT II
The Parent Holding Company is filing on behalf of Oppenheimer
Financial Corp., Oppenheimer Equities, Inc. and Oppenheimer
Holdings, Inc. which would be classified as Item 3(g), Oppenheimer
& Co., Inc. which would be classified as Item 3(a), and
Oppenheimer Capital and Quest for Value Advisors which would be
classified as Item 3(e).
MIK8-exhibit.II/a
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Page 10 of 10 Pages
EXHIBIT III
The undersigned hereby acknowledges and agrees that a report on
Schedule 13G being filed by Oppenheimer Group, Inc. on or about
the date hereof, relating to the common stock of Monsanto Company
is filed on behalf of the undersigned.
DATED: February 1, 1995
OPPENHEIMER CAPITAL
BY: /s/ Robert I. Kleinberg
Robert I. Kleinberg
Vice President & Secretary of
Oppenheimer Financial Corp.,
The Managing General Partner.
MIK8-MONSANTO.195
