UNITED STATES
                       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): January 7, 2005
                                                         (January 7, 2005)



                           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 (see General Instruction A.2. below):

[ ] 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 1.01.        Entry into a Material Definitive Agreement.

On January 7, 2005,  Delta and Pine Land Company  ("D&PL")  executed the Roundup
Ready Flex Gene License and Seed Services  Agreement  (the  "Roundup  Ready Flex
Agreement") for Monsanto Company's  ("Monsanto")  advanced  herbicide  tolerance
product.  The Roundup Ready Flex Agreement contains  essentially the same terms,
including  compensatory  terms, as the existing Roundup Ready Agreement  between
D&PL and Monsanto.  The  expiration  date of the Roundup Ready Flex Agreement is
determined  by the last to expire  of the  patent  rights  licenses  under  this
Agreement  which cover the  licensed  gene.  On that basis  (unless we terminate
sooner,  as is  permitted  after  October 11,  2008),  assuming  that all of the
patents  identified  by  Monsanto  in the  addendum  to the  Roundup  Ready Flex
Agreement cover the licensed gene, the expiration date of the Roundup Ready Flex
Agreement will be December 15, 2020,  the date the last of the presently  issued
patents will expire.  This date may be extended in the event additional relevant
patents issue that have expiration dates later than December 15, 2020.

In November 2004,  Monsanto  notified D&PL that Monsanto would license  contract
seed  production  by  D&PL in  2005  and  that  Monsanto  anticipates  receiving
governmental  approval  for a  commercial  launch of this  product in the United
States in the 2006 season. We are preparing to commercialize  limited quantities
of Roundup Ready Flex cotton varieties in the U.S. beginning in fiscal 2006.







                                    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:     January 7, 2005               /s/ R. D. Greene
                                        ---------------------------------------
                                        R. D. Greene,
                                        Vice President - Finance, Treasurer and
                                        Assistant Secretary