MONSANTO CO
8-K, 1998-10-13
CHEMICALS & ALLIED PRODUCTS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              ---------------------


                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): October 13, 1998



                                MONSANTO COMPANY
               ---------------------------------------------------

               (Exact Name of Registrant as Specified in Charter)



       Delaware                     1-2516                 43-0420020
       --------                     ------                 ----------
      (State of Incorporation)    (Commission            (IRS Employer
                                 File Number)          Identification No.)


  800 North Lindbergh Boulevard
      St. Louis, Missouri                                     63167
      -------------------                                     -----
(Address of Principal Executive Offices)                   (Zip Code)



Registrant's telephone number, including area code:  (314) 694-1000


<PAGE>


ITEM 5.     OTHER EVENTS.

      On October 13, 1998, Monsanto Company (the "Company") issued a press
release announcing that the Company and American Home Products Corporation
("AHP") had terminated by mutual consent the Merger Agreement, dated as of May
31, 1998, among AHP, MA Sub, Inc. and the Company. A copy of the press release
issued by the Company is filed as an exhibit hereto and is incorporated by
reference herein.

ITEM 7.     FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

      (c) Exhibits. The following exhibits are filed as part of this report:

               99.1        Press release, dated October 13, 1998, issued by
                           Monsanto Company.


<PAGE>


                                    SIGNATURE

            Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.

Dated:  October 13, 1998

                                       MONSANTO COMPANY

                                       By /s/  Hendrik A. Verfaillie
                                         -------------------------------
                                         Name:  Hendrik A. Verfaillie
                                         Title: President


<PAGE>


                                  EXHIBIT INDEX

Exhibit
Number                        Description
- ------                        -----------

  99.1         Press release, dated October 13, 1998, issued by Monsanto
               Company.



                                                                    Exhibit 99.1

Immediately

Monsanto Media Contact: Scarlett Lee Foster  (314-694-2883)

AHP Media Contact: Lowell B. Weiner, Ph.D. (973-660-5013)

MONSANTO AND AMERICAN HOME PRODUCTS AGREE TO END MERGER PLANS

     ST. LOUIS, Oct. 13, 1998 - Monsanto Company (MTC) and American Home

Products Corporation (AHP) announced today that they have terminated their

merger agreement by mutual consent. The boards of directors of each of the two

companies have determined that the transaction is not in the best interest of

their respective shareowners.

     Monsanto is a life sciences company, committed to finding solutions to the

growing global needs for food and health by applying advanced bioscience and

biotechnology to agriculture, nutrition and health to produce high-value

agricultural products, pharmaceuticals and food ingredients.


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