8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934

  Date of Report (Date of earliest event reported): May 20, 2004 (May 20, 2004)




                           DELTA AND PINE LAND COMPANY

             (Exact name of registrant as specified in its charter)

          Delaware                                           62-1040440
 (State or other jurisdiction                              (IRS employer
     of incorporation)                                   identification No.)
                                    000-21788
                            (Commission file number)

     One Cotton Row, Scott, Mississippi                        38772
  (Address of principal executive offices)                   (Zip code)


    Registrant's telephone number, including area code: (662) 742-4000









Item 5.  Other Events and Regulation FD Disclosure.

Attached and incorporated herein by reference as Exhibit 99.1 is a copy of a
press release of Delta and Pine Land Company dated May 20, 2004.

Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits.

     (c) Exhibits.

Exhibit No.                Description
- -----------                -----------
99.1                       Press Release dated May 20, 2004.
























                                    SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                            DELTA AND PINE LAND COMPANY


Date:     May 20, 2004      /s/ R.D. Greene
                            ---------------------------------------------------
                            R. D. Greene,
                            Vice President - Finance, Treasurer and
                            Assistant Secretary

EX-99

NEWS
                                               Delta and Pine Land Company
                                               P.O. Box 157
                                               Scott, Mississippi 38772
- -------------------------------------------------------------------------------

Contact:   Investors                          Media
           Tom Jagodinski                     Stephanie Pillersdorf/Keil Decker
           Delta and Pine Land Company        Citigate Sard Verbinnen
           (662) 742-4518                     (212) 687-8080


                  Delta and Pine Land Company Issues Statement


      SCOTT, MS, May 20, 2004 -- Delta and Pine Land Company (NYSE:DLP)
("D&PL"), a leading commercial breeder, producer and marketer of cotton planting
seed, learned today of an arbitration filing by Monsanto Company (NYSE:MON)
("Monsanto") under certain licenses with D&PL. D&PL has not yet received a copy
of the arbitration filing that Monsanto discussed in its press release made this
morning. D&PL does not believe it has violated the terms of any of its
agreements with Monsanto. The issues Monsanto raised during the dispute
resolution process have been reviewed carefully and D&PL believes these claims
are without merit. Once the arbitration filing has been received, the Company
intends to respond appropriately.

      As previously reported in D&PL's publicly filed documents, D&PL and
Monsanto have had in-depth negotiations regarding various commercial disputes,
some raised by D&PL and some by Monsanto, which are covered by the Bollgard(R)
and Roundup Ready(R) technology licenses with Monsanto. The arbitration filing
purportedly relates to some of the issues that remain unresolved. Pursuant to
the terms of these licenses, matters in dispute must first be submitted to a
panel of Senior Management to seek resolution. If the issues cannot be resolved
by the panel, either party may submit the disputed issues to arbitration.

      About Delta and Pine Land Company
      Delta and Pine Land Company is a leading commercial breeder, producer and
marketer of cotton planting seed. Headquartered in Scott, Mississippi, with
multiple offices in eight states and facilities in several foreign countries,
D&PL also breeds, produces and markets soybean planting seed in the U.S. For
more information, please refer to the Company's website at www.deltaandpine.com.

                                      # # #

Certain matters discussed in this release are "forward-looking statements,"
including statements about the Company's future plans, goals and other events
which have not yet occurred. These statements are intended to qualify for the
safe harbors from liability provided by the Private Securities Litigation Reform
Act of 1995. They can generally be identified because the context of such
statements will include words such as "believes," "anticipates," "expects" or
words of similar import. It is the nature of agricultural seed businesses that
supply, demand and their timing are affected by many variables, including
commodity prices, weather and government policy. Due to the seasonal nature of
the seed business, the Company typically incurs losses in its first and fourth
quarters. Additional risks and uncertainties with respect to the Company's
business and forward looking statements are set forth in the Company's latest
filings with the Securities and Exchange Commission.