EXHIBIT 23.02

                 NOTICE REGARDING CONSENT OF ARTHUR ANDERSEN LLP

Section 11(a) of the Securities Act of 1933, as amended (the "Securities  Act"),
provides  that  if part  of a  registration  statement  at the  time it  becomes
effective  contains an untrue  statement of a material fact, or omits a material
fact required to be stated therein or necessary to make the  statements  therein
not misleading,  any person acquiring a security  pursuant to such  registration
statement  (unless it is proved that at the time of such acquisition such person
knew of such untruth or omission) may assert a claim against,  among others,  an
accountant  who has  consented to be named as having  certified  any part of the
registration  statement or as having  prepared any report for use in  connection
with the registration statement.

On May 15, 2002, the Board of Directors of Delta and Pine Land Company ("D&PL"),
upon  recommendation of its Audit Committee,  decided to no longer engage Arthur
Andersen LLP  ("Arthur  Andersen")  as D&PL's  independent  public  accountants,
effective immediately.  For additional information, see D&PL's Current Report on
Form 8-K filed with the  Securities and Exchange  Commission  ("SEC") on May 17,
2002.

After  reasonable  efforts,  D&PL has been  unable to obtain  Arthur  Andersen's
written  consent to the  incorporation  by  reference  into D&PL's  registration
statements   (Form  S-8  Nos.   333-21049  and  333-74168)  (the   "Registration
Statements")  of  Arthur   Andersen's   audit  report  with  respect  to  D&PL's
consolidated  financial  statements as of August 31, 2001, and for the year then
ended.  Under these  circumstances,  Rule 437a under the  Securities Act permits
D&PL to file this Annual Report on Form 10-K, which is incorporated by reference
into  the  Registration  Statements,  without  a  written  consent  from  Arthur
Andersen.  As a result,  with  respect  to  transactions  in  D&PL's  securities
pursuant to the  Registration  Statements that occur subsequent to the date this
Annual Report on Form 10-K is filed with the Securities and Exchange Commission,
Arthur  Andersen  will  not  have  any  liability  under  Section  11(a)  of the
Securities  Act for any untrue  statements of a material  fact  contained in the
financial  statements  audited by Arthur Andersen or any omissions of a material
fact  required  to  be  stated  therein.  Accordingly,  an  acquiror  of  D&PL's
securities  would be unable  to assert a claim  against  Arthur  Andersen  under
Section 11(a) of the Securities Act.