SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

McCombs Max W

(Last)

(First)

(Middle)

575 MARYVILLE CENTRE DRIVE

P.O. BOX 66760

(Street)

ST. LOUIS

63166-6760

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/25/2004

3. Issuer Name and Ticker or Trading Symbol
SOLUTIA INC [ SOLUQ.OB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	17,008⁽¹⁾	I	401(k) Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	09/01/1997⁽²⁾	02/23/2005	Common Stock	812	$6.99	D
Employee Stock Option (Right to Buy)	09/01/1997⁽²⁾	02/21/2006	Common Stock	812	$12.03	D
Employee Stock Option (Right to Buy)	09/01/1997⁽²⁾	02/26/2007	Common Stock	16,485	$16.39	D
Employee Stock Option (Right to Buy)	⁽³⁾	09/15/2007	Common Stock	10,000	$19.25	D
Employee Stock Option (Right to Buy)	⁽³⁾	08/31/2009	Common Stock	10,000	$20.594	D
Employee Stock Option (Right to Buy)	⁽³⁾	07/05/2010	Common Stock	10,000	$14.032	D
Employee Stock Option (Right to Buy)	⁽³⁾	09/03/2011	Common Stock	10,000	$13.85	D
Employee Stock Option (Right to Buy)	⁽³⁾	01/07/2012	Common Stock	10,000	$10.35	D
Employee Stock Option (Right to Buy)	⁽³⁾	07/24/2013	Common Stock	10,000	$1.22	D
Phantom Stock Units	⁽⁴⁾	⁽⁴⁾	Common Stock	242	⁽⁵⁾	D

Explanation of Responses:

1. Plan recordkeeper uses unit share accounting.

2. Solutia employee stock options granted as replacement for certain Monsanto Co. (now Pharmacia Corp.) stock options.

3. The option becomes exercisable in three equal installments on the first three anniversaries of the grant date.

4. Phantom stock units were acquired under the Solutia Inc. ERISA Parity Savings and Investment Plan (excess benefit plan) and will be settled in cash upon retirement or other termination of service unless they are the subject of a Discretionary Transfer prior to such time.

5. One for one

Remarks:

	Max W. McCombs	09/02/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.