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): November 1, 2004
                                                  (October 28, 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

                                       N/A
          (Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2
    (b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))









Item 5.05.  Amendments to the Registrant's Code of Ethics, or Waiver of a
            Provision of the Code of Ethics.

On October 28, 2004, the Board of Directors of Delta and Pine Land Company
("D&PL") adopted a revised Code of Business Conduct and Ethics (the "Code"). The
revised Code includes a new section on financial reporting. The revised Code
also provides additional definition relating to several items including
conflicts of interest, the appropriate use of third party proprietary
information, and D&PL's policy against discrimination against employees and
prospective employees.

The foregoing is a brief summary of the Code and is qualified in its entirety by
reference to the Code attached hereto as Exhibit 14.1.




Item 9.01.      Financial Statements and Exhibits.

     (c) Exhibits.

Exhibit No.    Description
- -----------    -----------
 14.1          Delta and Pine Land Company Code of Business Conduct and Ethics
























                                    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: November 1, 2004    /s/ R. D. Greene
                          -----------------------------------------------------
                          R. D. Greene,
                          Vice President - Finance, Treasurer and
                          Assistant Secretary

EX-14

============================================
             POLICY IN EFFECT
              August 29, 2003
        As amended October 28, 2004
============================================


                           Delta and Pine Land Company

                       CODE OF BUSINESS CONDUCT AND ETHICS

Introduction

This Code of Business Conduct and Ethics covers a wide range of business
practices and procedures. It does not cover every issue that may arise, but it
sets out basic principles to guide all employees of Delta and Pine Land Company
(the "Company"). All of our directors, officers and employees (sometimes
referred to collectively as "employees" in this Code) must conduct themselves
accordingly and seek to avoid even the appearance of improper behavior. The Code
should also be provided to and followed by the Company's agents and
representatives, including consultants.

If a law conflicts with a policy in this Code, you must comply with the law;
however, if a local custom or policy conflicts with this Code, you must comply
with the Code. If you have any questions about these conflicts, you should ask
your supervisor or the Corporate Services Department how to handle the
situation.

Those who violate the standards in this Code will be subject to disciplinary
action. If you are in a situation which you believe may violate or lead to a
violation of this Code, follow the guidelines described in Section 14 of this
Code.

1.       Compliance with Laws, Rules and Regulations

Obeying the law, both in letter and in spirit, is the foundation on which this
Company's ethical standards are built. All employees must respect and obey the
laws of the cities, states and countries in which we operate. Although not all
employees are expected to know the details of these laws, it is important to
know enough to determine when to seek advice from supervisors or the Corporate
Services Department, managers or other appropriate personnel.

The Company holds information and training sessions to promote compliance with
laws, rules and regulations, including insider-trading laws.

2.       Financial Reporting and Controls

The Company is responsible for maintaining its financial records in compliance
with the law, generally accepted accounting principles and the Company's system
of internal controls and accounting policies. Specifically, you are responsible,
to the extent that your job requires, for:

1.                Honest, accurate, understandable and timely recording,
                  reporting and retention of information.

2.                Full, fair, accurate, timely and understandable disclosure in
                  reports and other documents that the Company files or submits
                  to the Securities and Exchange Commission ("SEC").

3.                Accurately reflecting in all financial books, records and
                  accounts all transactions and events.

4.                Complying with SEC requirements and generally accepted
                  accounting principles.

5.                Maintaining an adequate internal control structure and
                  procedures for financial reporting.

6.                Certifying, to the best of your knowledge, that accounting
                  entries or financial transactions fairly represent the
                  Company's financial condition and results of operation as
                  outlined and requested by the Chief Financial Officer.

You are specifically prohibited from:

1.                Making or omitting an entry that intentionally hides,
                  disguises or misrepresents the true nature of any transaction.

2.                Recording false or artificial transactions.

3.                Altering, destroying, mutilating, concealing, covering up, or
                  falsifying the Company's financial records for the purpose of
                  rendering those records to be incorrect, misleading, or
                  unavailable for use in an official proceeding.

4.                Providing false, incomplete, or misleading information to an
                  internal or external auditor.

5.                Fraudulently influencing, coercing, manipulating, or
                  misleading an auditor of the Company's financial statements
                  for the purpose of rendering those financial statements to be
                  misleading in any material way.

6.                Deferring the recording of items that should be expensed
                  within the proper accounting period.

7.                Maintaining undisclosed or unrecorded funds, assets,
                  liabilities, or contingencies.

8.                Approving or making a payment with the intention that it is to
                  be used for any purpose other than that described by the
                  document supporting the payment.


3.       Conflicts of Interest

A "conflict of interest" exists when a person's private interest interferes in
any way with the interests of the Company. A conflict situation can arise when
an employee, officer or director takes actions or has interests that may make it
difficult to perform his or her Company work objectively and effectively.
Conflicts of interest may also arise when an employee, officer or director, or
members of his or her family, receives improper personal benefits as a result of
his or her position in the Company. Loans to, or guarantees of obligations of,
employees and their family members may create conflicts of interest.

It is almost always a conflict of interest for a Company employee to work
simultaneously for a competitor, customer or supplier. You are not allowed to
work for a competitor as a consultant or board member. The best policy is to
avoid any direct or indirect business connection with our customers, suppliers
or competitors, except on our behalf.

Employees should refrain from engaging in fundraising or personal business for
profit on Company property or time unless such activity is Company sponsored, is
approved in advance by the Corporate Services Department, or is charitable in
nature and not (in the Company's sole discretion) detrimental to the best
interests of other employees or the Company.

Conflicts of interest are prohibited as a matter of Company policy, except under
guidelines approved by the Board of Directors. Conflicts of interest may not
always be clear-cut, so if you have a question, you should consult with higher
levels of management or the Company's Corporate Services Department. Any
employee, officer or director who becomes aware of a conflict or potential
conflict should bring it to the attention of a supervisor, manager or other
appropriate personnel or consult the procedures described in Section 14 of this
Code.

4.       Insider Trading

Employees who have access to confidential information are not permitted to use
or share that information for stock trading purposes or for any other purpose
except the conduct of our business. All non-public information about the Company
should be considered confidential information. To use non-public information for
personal financial benefit or to "tip" others who might make an investment
decision on the basis of this information is not only unethical but also
illegal. If you have any questions, please consult the Company's Corporate
Services Department.

5.       Corporate Opportunities

Employees, officers and directors are prohibited from taking for themselves
personally opportunities that are discovered through the use of corporate
property, information or position without the consent of the Board of Directors.
No employee may use corporate property, information, or position for improper
personal gain, and no employee may compete with the Company directly or
indirectly. Employees, officers and directors owe a duty to the Company to
advance its legitimate interests when the opportunity to do so arises.

6.       Competition and Fair Dealing

We seek to outperform our competition fairly and honestly. We seek competitive
advantages through superior performance, never through unethical or illegal
business practices. Stealing proprietary information, possessing trade secret
information that was obtained without the owner's consent, or inducing such
disclosures by past or present employees of other companies is prohibited. Each
employee should endeavor to respect the rights of and deal fairly with the
Company's customers, suppliers (including trait suppliers), competitors and
employees. No employee should take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information, misrepresentation of
material facts, or any other intentional unfair dealing practice.

To maintain the Company's valuable reputation, compliance with our quality
processes and safety requirements is essential. In the context of ethics,
quality requires that our products and services be designed and manufactured to
meet our obligations to customers. All inspection and testing documents must be
handled in accordance with all applicable regulations. In addition, you should
refrain from using trade secrets, patents, or proprietary materials of third
parties without the appropriate license agreements or consents, including the
use of packaged computer software.


The purpose of business entertainment and gifts in a commercial setting is to
create good will and sound working relationships, not to gain unfair advantage
with customers. No gift or entertainment should ever be offered, given, provided
or accepted by any Company employee, family member of an employee or agent
unless it: (1) is not a cash gift, (2) is consistent with customary business
practices, (3) is not excessive in value ($100), (4) cannot be construed as a
bribe or payoff and (5) does not violate any laws or regulations. Please discuss
with your supervisor any gifts or proposed gifts to be given or received which
you are not certain are appropriate.

7.       Discrimination and Harassment

The diversity of the Company's employees is a tremendous asset. We are firmly
committed to providing equal opportunity in all aspects of employment and will
not tolerate any illegal discrimination or harassment or any kind. Examples
include derogatory comments based on racial or ethnic characteristics and
unwelcome sexual advances. You are required to treat all employees and
prospective employees fairly without regard to race, color, religion, creed,
sex, national origin, age, disability, sexual orientation, veteran status or
other occupationally irrelevant characteristics.


8.       Health and Safety

The Company strives to provide each employee with a safe and healthful work
environment. Each employee has responsibility for maintaining a safe and healthy
workplace for all employees by following safety and health rules and practices
and immediately reporting accidents, injuries and unsafe equipment, practices or
conditions.

Violence and threatening behavior are not permitted. Employees are not permitted
to possess firearms or other weapons on Company premises. Employees should
report to work in condition to perform their duties, free from the influence of
illegal drugs or alcohol. The use of illegal drugs in the workplace will not be
tolerated.

9.       Record-Keeping

The Company requires honest and accurate recording and reporting of information
in order to make responsible business decisions. For example, only the true and
actual number of hours worked should be reported.

Many employees regularly use business expense accounts, which must be documented
and recorded accurately. If you are not sure whether a certain expense is
legitimate, ask your supervisor or the corporate controller. Rules and
guidelines are available from the Accounting and Finance Department.

All of the Company's books, records, accounts and financial statements must be
maintained in reasonable detail, must appropriately reflect the Company's
transactions and must conform both to applicable legal requirements and to the
Company's system of internal controls. Unrecorded or "off the books" funds or
assets should not be maintained unless permitted by applicable law or
regulation.

Business records and communications often become public, and we should avoid
exaggeration, derogatory remarks, guesswork, or inappropriate characterizations
of people and companies that can be misunderstood. This applies equally to
e-mail, internal memos, and formal reports. Records should always be retained or
destroyed according to the Company's record retention policies. In accordance
with those policies, in the event of litigation or governmental investigation
please consult the Company's Corporate Services Department.

10.      Confidentiality

Employees must maintain the confidentiality of confidential information
entrusted to them by the Company, its technology or business partners or its
customers, except when disclosure is authorized by the Corporate Services
Department or required by laws or regulations. Confidential information includes
all non-public information that might be of use to competitors, or harmful to
the Company or its customers, if disclosed. It also includes information that
suppliers and customers have entrusted to us. The obligation to preserve
confidential information continues even after employment ends.

11.      Protection and Proper Use of Company Assets

All employees should endeavor to protect the Company's assets and ensure their
efficient use. Theft, carelessness, and waste have a direct impact on the
Company's profitability. Any suspected incident of fraud or theft should be
immediately reported for investigation. Company equipment should not be used for
non-Company business, though incidental personal use may be permitted.

The obligation of employees to protect the Company's assets includes its
proprietary information. Proprietary information includes intellectual property
such as trade secrets, patents, trademarks, and copyrights, as well as business,
marketing and service plans, engineering and manufacturing ideas, designs,
databases, records, salary information and any unpublished financial data and
reports. Unauthorized use or distribution of this information would violate
Company policy. It could also be illegal and result in civil or even criminal
penalties.

12.      Payments to Government Personnel

The U.S. Foreign Corrupt Practices Act prohibits giving anything of value,
directly or indirectly, to officials of foreign governments or foreign political
candidates in order to obtain or retain business. It is strictly prohibited to
make illegal payments to government officials of any country.

In addition, the U.S. government has a number of laws and regulations regarding
business gratuities which may be accepted by U.S. government personnel. The
promise, offer or delivery to an official or employee of the U.S. government of
a gift, favor or other gratuity in violation of these rules would not only
violate Company policy but could also be a criminal offense. State and local
governments, as well as foreign governments, may have similar rules. The
Company's Corporate Services Department can provide guidance to you in this
area.

13.      Waivers of the Code of Business Conduct and Ethics

Any waiver of this Code for executive officers or directors may be made only by
the Board or a Board committee and will be promptly disclosed as required by law
or stock exchange regulation.

14.      Reporting any Illegal or Unethical Behavior

Employees are encouraged to talk to supervisors, managers or other appropriate
personnel about observed illegal or unethical behavior and when in doubt about
the best course of action in a particular situation. It is the policy of the
Company not to allow retaliation for reports of misconduct by others made in
good faith by employees. Employees are expected to cooperate in internal
investigations of misconduct.

15.      Compliance Procedures

We must all work to ensure prompt and consistent action against violations of
this Code. However, in some situations it is difficult to know right from wrong.
Since we cannot anticipate every situation that will arise, it is important that
we have a way to approach a new question or problem. These are the steps to keep
in mind:

o        Make  sure you  have all the  facts.  In  order  to  reach  the  right
         solutions, we must be as fully informed as possible.

o        Ask yourself: What specifically am I being asked to do? Does it seem
         unethical or improper? This will enable you to focus on the specific
         question you are faced with, and the alternatives you have. Use your
         judgment and common sense; if something seems unethical or improper, it
         probably is.

o        Clarify your responsibility and role. In most situations, there is
         shared responsibility. Are your colleagues informed? It may help to get
         others involved and discuss the problem.

o        Discuss the problem with your supervisor or the Corporate Services
         Department. This is the basic guidance for all situations. In many
         cases, your supervisor will be more knowledgeable about the question,
         and will appreciate being brought into the decision-making process.
         Remember that it is your supervisor's responsibility to help solve
         problems.

o        Seek help from Company resources. In the rare case where it may not be
         appropriate to discuss an issue with your supervisor, or where you do
         not feel comfortable approaching your supervisor with your question,
         discuss it locally with your manager or the human resources manager. If
         that also is not appropriate, call a corporate officer at (800)
         321-8989. If you prefer to write, address your concerns to: Ann
         Shackelford or Tom Jagodinski at the company's headquarters (PO Box
         157, Scott, MS 38772).

o        You may report ethical violations in confidence and without fear of
         retaliation. If your situation requires that your identity be kept
         secret, your anonymity will be protected. The Company does not permit
         retaliation of any kind against employees for good faith reports of
         ethical violations.

o        Always ask first, act later: If you are unsure of what to do in any
         situation, seek guidance before you act.