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): June 4, 2004 (June 4, 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 June 4, 2004.

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

     (c) Exhibits.

Exhibit No.                Description
- -----------                -----------
99.1                       Press Release dated June 4, 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: June 4, 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 Comments on Arbitration Filing


      SCOTT, MS, June 4, 2004 -- Delta and Pine Land Company (NYSE:DLP)
("D&PL"), a leading commercial breeder, producer and marketer of cotton planting
seed, confirmed that it has received a filing of a proceeding with The American
Arbitration Association made by Monsanto Company. The filing seeks resolution of
disputes concerning various agreements between D&PL and Monsanto. Specifically,
Monsanto alleges that D&PL breached the Roundup Ready Gene License and Seed
Services Agreement, the Bollgard Gene License and Seed Services Agreement and
the Partnership Agreement, all executed as of February 2, 1996. D&PL is
confident that it has fully complied with all obligations under each of those
agreements with Monsanto and fully expects that the arbitration panel will
confirm its position.

           The matters submitted to arbitration by Monsanto have been the
subject of an active and continuing dispute resolution process, as provided for
in the subject agreements, which specify submitting such disputed issues to a
panel comprised of senior managers from both companies. The panel of senior
managers had already resolved some disputed issues, and D&PL was satisfied that
the panel was making progress toward resolving the remaining matters. D&PL has
submitted its own disputed issues to the panel of senior managers as well, and
will consider its options with respect to those matters not resolved as of this
date.

           D&PL has performed its obligations under all of its agreements in
good faith, and has been committed to the resolution of any disputes arising
under them. The current Monsanto/D&PL Agreements will remain in effect until
November 4, 2018 and January 16, 2018, for the Bollgard and Roundup Ready genes
respectively, although D&PL has the right to cancel the licenses after October
11, 2008. D&PL has every intention to continue to operate under the licenses.

           "We fully anticipate continuing to market seed containing Monsanto
traits in 2005 and beyond, which include some of the top performing varieties in
the United States," said Tom Jagodinski, President and CEO of D&PL. "The USDA
estimates that D&PL varieties were planted on over 60% of the total acreage in
the U.S. and over 70% of the acreage planted east of Texas in 2003. We will
continue to develop new varieties that contain Monsanto's traits including
Bollgard(R), Roundup Ready(R), Bollgard II, and Roundup Ready Flex, as well as
new traits from other technology providers for launch in future years. We will
honor all of our obligations to our seed production partners who are currently
growing seed for us this year to be marketed in the 2005 planting season."

           D&PL has been breeding, developing and selling cottonseed to farmers
since 1915. During those nine decades, Delta and Pine Land has consistently
brought to cotton producers superior performing varieties in high quality seed
with new and innovative genetics, focusing on high yield potential and improved
fiber quality. DP 555 BG/RR and DP 444 BG/RR are the latest examples of such
outstanding and widely popular products. D&PL was the first company to launch
Monsanto's Bollgard traits in cotton in 1996 followed by the launch of Roundup
Ready and Bollgard/Roundup Ready stacked traits.

           "We intend to continue our commitment to the U.S. cotton grower to
provide the best cotton varieties and the best transgenic technology, bringing
value to the farm and to the cotton industry at large," Jagodinski said.

      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.