8-K

               SECURITIES AND EXCHANGE COMMISSION
                                
                     Washington, D.C.  20549
                                
                                
                                
                                
                            FORM 8-K
                                
  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                OF 1934
                
                
                      September 3, 1996
        Date of Report (Date of earliest event reported)
                                
                                
                 DELTA AND PINE LAND COMPANY
(Exact name of registrant as specified in its charter)


      Delaware                 000-21788     62-1040440
(State or other jurisdiction (Commission   (IRS Employer
of incorporation)            File Number) Identification No.)



       One Cotton Row
     Scott, Mississippi                           38722
(Address of principal executive offices)       (Zip Code)


 Registrant's Telephone Number, including area code:(601)742-3351
                          
                          
                          
Item 5.  Other Events.

          On August 13, 1996, the Board of Directors of Delta and
Pine Land Company  (the "Company") declared a dividend of one
preferred share purchase right (a "Right") for each outstanding
share of common stock, par value $0.10 per share (the "Common
Shares") and each outstanding share of Series M Preferred Stock
(the "Series M Preferred Shares"), of the Company.  The dividend
is payable on August 30, 1996 (the "Record Date") to the
stockholders of record on that date. Each Right entitles the
registered holder to purchase from the Company one one-hundredth
of a share of Series A Junior Participating Preferred Stock, par
value $0.10 per share (the "Preferred Shares"), of the Company at
a price of $175 per one one-hundredth of a Preferred Share (the
"Purchase Price"), subject to adjustment.  The description and
terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") between the Company and Harris Trust and
Savings Bank, as Rights Agent (the "Rights Agent").

               Until the earlier to occur of (i) 10 days
following a public announcement that a person or group of
affiliated or associated persons (an "Acquiring Person") have
acquired beneficial ownership of 15% or more of the outstanding
Common Shares or (ii) 10 business days (or such later date as may
be determined by action of the Board of Directors prior to such
time as any person or group of affiliated persons becomes an
Acquiring Person) following the commencement of, or announcement
of an intention to make, a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by
a person or group of 15% or more of the outstanding Common Shares
(the earlier of such dates being called the "Distribution Date"),
the Rights will be evidenced, with respect to any of the Common
Share certificates outstanding as of the Record Date, by such
Common Share certificate with a copy of a Summary of Rights
attached thereto.
     The Rights Agreement provides that, until the Distribution
Date (or earlier redemption or expiration of the Rights), the
Rights will be transferred with and only with the Common Shares
and the Series M Preferred Shares. Until the Distribution Date
(or earlier redemption or expiration of the Rights), new Common
Share and Series M Preferred Share certificates issued after the
Record Date upon transfer or new issuance of Common Shares  and
Series M Preferred Shares will contain a notation incorporating
the Rights Agreement by reference.  Until the Distribution Date
(or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for Common Shares and
Series M Preferred Shares outstanding as of the Record Date, even
without such notation or a copy of this Summary of Rights being
attached thereto, will also constitute the transfer of the Rights
associated with the Common Shares and Series M Preferred Shares
represented by such certificate.  As soon as practicable
following the Distribution Date, separate certificates evidencing
the Rights ("Right Certificates") will be mailed to holders of
record of the Common Shares and Series M Preferred Shares as of
the close of business on the Distribution Date and such separate
Right Certificates alone will evidence the Rights.
     The Rights are not exercisable until the Distribution Date.
The Rights will expire on August 30, 2006 (the "Final Expiration
Date"), unless the Final Expiration Date is extended or unless
the Rights are earlier redeemed or exchanged by the Company, in
each case, as described below.
The Purchase Price payable, and the number of Preferred Shares or
other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent
dilution.
     Preferred Shares purchasable upon exercise of the Rights
will not be redeemable.  Each Preferred Share will be entitled to
a minimum preferential quarterly dividend payment of $1.00 per
share but will be entitled to an aggregate dividend of 100 times
the dividend declared per Common Share. In the event of
liquidation, the holders of the Preferred Shares will be entitled
to a minimum preferential liquidation payment of $100 per share
but, if greater than $100 per share,  will be entitled to an
aggregate payment of 100 times the payment made per Common Share.
Each Preferred Share will have 100 votes, voting together with
the Common Shares. Finally, in the event of any merger,
consolidation or other transaction in which Common Shares are
exchanged, each Preferred Share will be entitled to receive 100
times the amount received per Common Share.  These rights are
protected by customary antidilution provisions.

     Because of the nature of the Preferred Shares' dividend and
liquidation rights, the value of the one onehundredth interest in
a Preferred Share purchasable upon exercise of each Right should
approximate the value of one Common Share.

     In the event that the Company is acquired in a merger or
other business combination transaction or 50% or more of its
consolidated assets or earning power are sold after a person or
group has become an Acquiring Person, proper provision will be
made so that each holder of a Right will thereafter have the
right to receive, upon the exercise thereof at the then current
exercise price of the Right, that number of shares of common
stock of the acquiring company ("flip-over") which at the time of
such transaction will have a market value of two times the
exercise price of the Right.  In the event that any person or
group of affiliated or associated persons becomes an Acquiring
Person, proper provision shall be made so that each holder of a
Right, other than Rights beneficially owned by the Acquiring
Person (which will thereafter be void), will thereafter have the
right to receive upon exercise that number of Common Shares
("flipin") having a market value of two times the exercise price
of the Right.
        At any time after any person or group becomes an
Acquiring Person and prior to the acquisition by such person or
group of 50% or more of the outstanding Common Shares, the Board
of Directors of the Company may exchange the Rights (other than
Rights owned by such person or group which will have become
void), in whole or in part, at an exchange ratio of one Common
Share per Right (subject to adjustment).

     With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an
adjustment of at least 1% in such Purchase Price.  No fractional
Preferred Shares will be issued (other than fractions which are
integral multiples of one one-hundredth of a Preferred Share,
which may, at the election of the Company, be evidenced by
depositary receipts) and in lieu thereof, an adjustment in cash
will be made based on the market price of the Preferred Shares on
the last trading day prior to the date of exercise.

       At any time prior to the acquisition by a person or
group of affiliated or associated persons of beneficial ownership
of 15% or more of the outstanding Common Shares, the Board of
Directors of the Company may redeem the Rights in whole, but not
in part, at a price of $.01 per Right (the "Redemption Price").
The redemption of the Rights may be made effective at such time
on such basis with such conditions as the Board of Directors in
its sole discretion may establish.  Immediately upon any
redemption of the Rights, the right to exercise the Rights will
terminate and the only right of the holders of Rights will be to
receive the Redemption Price.

     The terms of the Rights may be amended by the Board of
Directors of the Company without the consent of the holders of
the Rights, including an amendment to lower certain thresholds
described above to not less than the greater of (i) the sum of
 .001% and the largest percentage of the outstanding Common Shares
then known to the Company to be beneficially owned by any person
or group of affiliated or associated persons and (ii) 10%, except
that from and after such time as any person or group of
affiliated or associated persons becomes an Acquiring Person no
such amendment may adversely affect the interests of the holders
of the Rights.

     Until a Right is exercised, the holder thereof, as such,
will have no rights as a stockholder of the Company,
including, without limitation, the right to vote or to receive
dividends.

     The Rights have certain anti-takeover effects. The Rights
will cause substantial dilution to a person or group that
attempts to acquire the Company on terms not approved by the
Company's Board of Directors.  The Rights should not interfere
with any merger or other business combination approved by the
Board of Directors since the Rights may be redeemed by the
Company at the Redemption Price prior to the time that a person
or group has acquired beneficial ownership of 15% or more of the
Common Shares.

      The Rights Agreement, the Certificate of Designations
describing the Preferred Shares and the press release announcing
the declaration of the Rights are attached hereto as exhibits and
are incorporated herein by reference.  The foregoing description
of the Rights is qualified in its entirety by reference to such
exhibits.


Item 6.  Exhibits.

          1.   Rights Agreement, dated as of August 13, 1996,
          Between Delta and Pine Land Company and Harris Trust
          and Savings Bank, including the form of Right
          Certificate and related form of Election to Purchase as
          Exhibit A and the Summary of Rights to Purchase
          Preferred Shares as Exhibit B.
          
          2.   Certificate of Designations of the rights and
          privileges of the shares of junior participating
          preferred stock created on August 13, 1996, to be filed
          pursuant to Section 151 of the Delaware General
          Corporation Law.
          
     3.    Press Release, dated August 14, 1996


                              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, thereunto duly
authorized.


Dated:  September 3, 1996

                              DELTA AND PINE LAND COMPANY


                              By : /s/ W. T. Jagodinski
                                   Vice President - Finance and
                                   Treasurer

EXHIBIT LIST


                                             Page No.

1.     Rights Agreement, dated as of August 13, 1996, Between
Delta and Pine Land Company and Harris Trust and Savings Bank,
including the form of Right Certificate and related form of
Election to Purchase as Exhibit A and the Summary of Rights to
Purchase Preferred Shares as Exhibit B (incorporated by reference
to Exhibit 1 to the Company's Registration on Form 8-A, filed
September 3, 1996, Commission file no. 000-21788).

2.    Certificate of Designations of the rights and privileges of
the shares of junior participating preferred stock created on
August 13, 1996, to be filed pursuant to Section 151 of the
Delaware General Corporation Law (incorporated by reference to
Exhibit 2 to the Company's Registration on Form 8-A, filed
September 3, 1996, Commission file no. 000-21788).

3.    Press Release, dated August 14, 1996.

EX-1

Exhibit 3   (Press Release dated August 14, 1996)

Delta and Pine Land Company
P.O. Box 157
Scott, Mississippi  38772
Contact:  Tom Jagodinski  (601) 742-4000

Rubenstein Associates, Inc.
1345 Avenue of the Americas
New York, New York  10105-0109
Contact:  Steven Emery  (212) 843-8053

FOR IMMEDIATE RELEASE


DELTA AND PINE LAND COMPANY ANNOUNCES
PREFERRED SHARE PURCHASE RIGHTS PLAN,
DECLARES DIVIDEND OF RIGHTS


    SCOTT, MISS., August 14, 1996 - Delta and Pine Land Company
(NYSE: DLP) announced today that its Board of Directors has
adopted a Shareholder Rights Plan and declared a dividend of one
Preferred Share Purchase Right on each outstanding share of Delta
and Pine Land Company common stock and preferred stock.  The Plan
is intended to protect and potentially enhance shareholder value,
as well as assist the Delta and Pine Land Company Board in
realizing the Company's strategic objectives.

     The non-taxable dividend distribution will be made on August
30, 1996, to the shareholders of  record on that date. The rights
will expire on August 30, 2006.  A summary of the rights will be
sent to shareholders.

     "The Plan is similar to plans adopted by many other
companies," said Roger Malkin, chairman of Delta and Pine Land
Company.  "The Rights are designed to assure that all of Delta
and Pine Land Company's shareholders receive fair and equal
treatment in the event of any proposed takeover of the Company
and to guard against partial tender offers, open market
accumulations and other abusive tactics to gain control of the
Company which might provide inadequate value to shareholders.  We
are not aware of any efforts to acquire Delta and Pine Land
Company.  This Plan is only a precaution taken to protect the
rights of our shareholders."

     The Rights will be exercisable only if a person or group
acquires 15 percent or more of the Company's common stock or
announces a tender offer, the consummation of which would result
in ownership by a person or group of 15 percent or more of the
Company's common stock.  The Plan has the standard "flip-in",
"flip-over", redemption and
exchange features commonly found in such plans.
     Delta and Pine Land Company is a commercial breeder,
producer and marketer of cotton planting seed. Headquartered in
Scott, Mississippi, with multiple offices in six states and
several foreign countries, DLP also breeds, produces and markets
soybean planting seed.  DLP common stock trades on the New York
Stock Exchange under the symbol "DLP".