SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549
                          FORM 8-A/A
   FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g)
               OF THE SECURITIES EXCHANGE ACT OF 1934
                   DELTA AND PINE LAND COMPANY
(Exact name of registrant as specified in its charter)


             Delaware                    62-1040440
(State of incorporation)  IRS Employer Identification No.)

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


Securities to be registered pursuant to Section 12(b) of the Act:

  Title of each class             Name of each exchange on which
  to be so registered             each class is to be registered

Preferred Share Purchase Rights         New York Stock Exchange


Securities to be registered pursuant to Section 12(g) of the Act:

     None
(Title of Class)



                                   
                               SIGNATURE
                                   
     Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto
duly authorized.
Dated:  September 9, 1996

                              DELTA AND PINE LAND COMPANY


                              By: /s/ W. T. Jagodinski
                                      W. T. JAGODINSKI
                              Vice President Finance
   
EXHIBIT 2
CERTIFICATE OF DESIGNATIONS
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
OF DELTA AND PINE LAND COMPANY

( Pursuant to Section 151 of the General Corporation Law of the State
of Delaware)

                 Delta and Pine Land Company (the "Corporation"), a
corporation organized and existing under the General Corporation Law
of the State of Delaware, in accordance with the provisions of Section
103 thereof, does hereby certify:
1.   The Certificate of Incorporation of the Corporation fixes the
total number of shares of all classes of capital stock which the
Corporation shall have authority to issue at 52,000,000 shares, of
which 2,000,000 shall be shares of Preferred Stock, par value $0.10
per share ("Preferred Stock"), and 50,000,000 shall be shares of
Common Stock, par value $0.10 per share ("Common Stock").
2.  Pursuant to the authority vested in the Board of Directors in
accordance with the provisions of the Certificate of Incorporation of
the said Corporation, the said Board of Directors on August 13, 1996,
duly adopted the following resolution creating a series of shares of
Preferred Stock designated as "Series A Junior Participating Preferred
Stock":
      RESOLVED, that pursuant to the authority vested in the Board of
     Directors of this Corporation in accordance with the provisions
     of the Certificate of Incorporation, a series of Preferred Stock,
     par value $0.10 per share, of the Corporation be and hereby is
     created, and that the designation and number of shares thereof
     and the voting and other powers, preferences and relative,
     participating, optional or other rights of the shares of such
     series and the qualifications, limitations and restrictions
     thereof are as follows:
     
               SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
     
     Section 1.     Designation and Amount.  The shares of such
series shall be designated as "Series A Junior Participating
Preferred" (the "Series A Preferred") and the number of shares
constituting such series shall be the number obtained by dividing by
100 the total number of shares of the Common Stock, par value $0.10
per share, of the Corporation ("Common Shares") outstanding, plus the
number of Common Shares reserved for issuance pursuant to the
Corporation's 1993 Stock Option Plan, 1995 Long Term Incentive Plan,
plus the number of shares of the Series M Preferred Stock, par value
$0.10 per share, of the Corporation ("Series M Preferred Shares")
outstanding, all to be measured at the close of business on August 30,
1996 (the "Record Date") and such number of shares of Series A
Preferred shall be noted on the minutes of the Corporation in the
following space:

 241,787 shares.