Item 5.03 Amendments to Articles of Incorporation or Bylaws.

On October 27, 2009, the Board of Directors of Monsanto Company approved amendments to the Company's Bylaws, which changes are effective as of October 27, 2009. The amendments revise Sections 19, 22, 33 and 42 of the Company's Bylaws. The principal features of the amendments are as follows:

Amendments were made throughout the Bylaws to replace the term "Presiding Director" with the term "Lead Director".

The amended Bylaws, and a copy marked to show changes from the prior Bylaws, are included as Exhibits 3.2(i) and 3.2(ii), respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following documents are filed as exhibits to this report:

Exhibit 3.2(i) Monsanto Company Bylaws, as amended effective October 27, 2009

Exhibit 3.2(ii) Monsanto Company Bylaws, marked to show amendments effective as of October 27, 2009