As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/26/07  Monsanto Co/New                   10-K¶       8/31/07   15:1.3M                                   Bowne Boc/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report for Fiscal Year Ended August 31,      HTML   1.13M 
                          2007                                                   
15: CORRESP   ¶ Comment-Response or Other Letter to the SEC         HTML      4K 
 2: EX-10.18    Non-Employee Director Equity Incentive              HTML     44K 
                          Compensation Plan                                      
 3: EX-10.19.3  Amendment to Long-Term Incentive Plan               HTML     12K 
 4: EX-10.19.4  Amendment to Long-Term Incentive Plan               HTML     16K 
 5: EX-10.20.2  Amendment to the 2005 Long-Term Incentive Plan      HTML     11K 
 6: EX-10.20.3  Amendment to the 2005 Long-Term Incentive Plan      HTML     15K 
 7: EX-10.27    Amended and Restated Monsanto Company Recoupment    HTML     11K 
                          Policy                                                 
 8: EX-10.28    Annual Cash Compensation of Named Executive         HTML     17K 
                          Officers Dated Oct. 2007                               
10: EX-21       Subsidiaries of the Registrant                      HTML     10K 
11: EX-23       Consent of Independent Registered Public            HTML     11K 
                          Accounting Firm                                        
 9: EX-12       Computation of Ratio of Earnings to Fixed Charges   HTML     23K 
12: EX-31.1     Rule 13A-14(A)/15D-14(A) Certification Pursuant to  HTML     16K 
                          Section 302 of the Sarbanes-Oxley Act of               
                          2002, Executed by Chief Executive                      
                          Officer                                                
13: EX-31.2     Rule 13A-14(A)/15D-14(A) Certification Pursuant to  HTML     16K 
                          Section 302 of the Sarbanes-Oxley Act of               
                          2002, Executed by Chief Financial                      
                          Officer                                                
14: EX-32       Rule 13A-14(B) Certifications Pursuant to Section   HTML     12K 
                          906 of the Sarbanes-Oxley Act of 2002,                 
                          Executed by the Chief Executive Officer                
                          and the Chief Financial Officer                        

EXHIBIT 10.19.3

THIRD AMENDMENT TO THE
MONSANTO COMPANY LONG-TERM INCENTIVE PLAN
AS AMENDED AND RESTATED AS OF APRIL 24, 2003

     The Monsanto Company Long-Term Incentive Plan, as amended and restated as of April 24, 2003, and again amended effective January 29, 2004 and effective October 23, 2006 (as so amended, the “Plan”), is hereby further amended as set forth below, effective as of June 14, 2007:

1. Section 2 of the Plan is hereby amended by inserting the following new definitions, in alphabetical order among the existing definitions, and renumbering the subsections thereof to reflect such insertions:

“Corporate Transaction” means a merger, consolidation, acquisition of property or shares, stock rights offering, liquidation, disposition for consideration of the Company’s direct or indirect ownership of an Affiliate, or another event similar to any of the foregoing, affecting or involving the Company or any of its Affiliates.

“Share Change” means a stock dividend, stock split, reverse stock split, reorganization, share combination, or recapitalization, or another event similar to any of the foregoing, affecting the capital structure of the Company, or a separation or spin-off of an Affiliate without consideration or other extraordinary dividend of cash or other property to the Company’s shareholders.

2. Section 6.1 of the Plan is hereby amended to read in its entirety as follows:

Share and Other Adjustments. Notwithstanding any other provision of this Incentive Plan, in the event of a Corporate Transaction, the Committee or the Board may in its discretion make, and in the event of a Share Change, the Committee or the Board shall make, such adjustments as it deems appropriate and equitable to the aggregate number and kind of shares reserved for delivery pursuant to Awards under this Incentive Plan, in the limitations set forth in this Section 5, in the number and kind of shares subject to outstanding Awards, in the Exercise Price of outstanding Options and Stock Appreciation Rights, and/or such other equitable substitution or adjustments as it may determine to be appropriate; provided, that the number of shares subject to any Award shall always be a whole number and that no adjustment will be permissible hereunder to the extent it would cause any Qualified Performance-Based Award to fail to qualify for the Section 162(m) Exemption. Shares delivered under the Plan as an Award or in settlement of an Award issued or made (i) upon the assumption, substitution, conversion or replacement of outstanding awards under a plan or arrangement of an entity acquired in a merger or other acquisition, or (ii) as a post-transaction grant under such a plan or arrangement of an acquired entity, shall not reduce or be counted against the maximum number of Shares available for delivery under the Plan, to the extent that the exemption for transactions in connection with mergers and acquisitions from the stockholder approval requirements of the New York Stock Exchange for equity compensation plans applies.

3. This Third Amendment shall be effective with respect to all Awards that are outstanding on the date hereof and all Awards that are granted after the date hereof.

4. The Plan is otherwise ratified and confirmed without amendment.

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/06/08  SEC                               UPLOAD¶    10/16/17    1:19K  Monsanto Co./New
 4/11/08  SEC                               UPLOAD¶    10/16/17    1:47K  Monsanto Co./New
 3/25/08  SEC                               UPLOAD¶    10/16/17    1:36K  Monsanto Co./New
 3/04/08  SEC                               UPLOAD¶    10/16/17    1:59K  Monsanto Co./New