8-K

                                  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): May 16, 2006




                           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 1.01.      Entry into a Material Definitive Agreement.
Item 3.03.      Material Modification to Rights of Security Holders.

On May 16, 2006, Delta and Pine Land Company and Illinois Stock Transfer Company
amended (the "Amendment") the Company's Rights Agreement, dated as of August 13,
1996 (as previously amended, the "Rights Agreement"). The Amendment is effective
as of May 12, 2006, and extends the effectiveness of the Rights Agreement to
close of business on August 30, 2016. In addition, the Amendment revises the
definition of "Person" in the Rights Agreement to be consistent with Rule 13d-5
of the Exchange Act. The new definition of "Person" reads as follows:

           "Person" means any individual, partnership, firm, corporation,
           company, association, trust, unincorporated organization, syndicate
           or group (the existence of a "group" being determined in accordance
           with Rule 13d-5 under the Exchange Act, as the Rule is in effect on
           the date of this Agreement including, but not limited to, a Person
           having any agreement, arrangement or understanding [whether formal or
           informal and whether or not in writing] with any other Person to act
           together to acquire, offer to acquire, hold, vote or dispose of any
           Common Shares of the Company).

A copy of Amendment No. 4 to the Rights Agreement is filed with this Current
Report as Exhibit 10.1.

 Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.

(c)             Exhibits:

Exhibit Number  Description
- --------------- ----------------------------------------------------------------

     10.1       Amendment No. 4 to the Rights Agreement effective May 12, 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:     May 16, 2006         /s/Kenneth M. Avery
                               -------------------
                               Kenneth M. Avery,
                               Vice President - Finance, Treasurer and Assistant
                               Secretary

EX-10

                     AMENDMENT NO. 4 TO THE RIGHTS AGREEMENT

         This AMENDMENT NO. 4 TO THE RIGHTS AGREEMENT, effective as of May 12,
2006 ("Amendment No. 4"), between DELTA AND PINE LAND COMPANY, a Delaware
corporation (the "Company"), and ILLINOIS STOCK TRANSFER COMPANY (the "Rights
Agent"), provides as follows:

         WHEREAS, the Company and the Rights Agent are parties to the Rights
Agreement, dated as of August 13, 1996 (as previously amended, the "Rights
Agreement"), specifying the terms of the Rights (as defined therein); and
         WHEREAS, the Company and the Rights Agent now desire to make certain
amendments to the Rights Agreement, as more specifically provided herein.

         NOW, THEREFORE, in consideration of the premises and mutual agreements
herein set forth, the parties hereby agree as follows:

1. Amendment and Restatement of Section 7(a)(i). Section 7(a)(i) of the Rights
Agreement is hereby amended, restated and replaced in its entirety by the
following:

         (i) the close of business on August 30, 2016 (the "Final Expiration
Date");
2. Amendment and Restatement of Section 1(i). Section 1(i) of the Rights
Agreement is hereby amended, restated and replaced in its entirety by the
following:

         "Person" means any individual, partnership, firm, corporation, company,
         association, trust, unincorporated organization, syndicate or group
         (the existence of a "group" being determined in accordance with Rule
         13d-5 under the Exchange Act, as the Rule is in effect on the date of
         this Agreement including, but not limited to, a Person having any
         agreement, arrangement or understanding [whether formal or informal and
         whether or not in writing] with any other Person to act together to
         acquire, offer to acquire, hold, vote or dispose of any Common Shares
         of the Company).

3. No Other Amendments. Except as expressly amended hereby, the terms of the
Rights Agreement will remain in full force and effect in all respects.

4. Governing Law. This Agreement and each Right Certificate issued hereunder
shall be deemed to be a contract made under the laws of the State of Delaware
and for all purposes shall be governed by and construed in accordance with the
laws of such state applicable to contracts to be made and performed entirely
within such state.

5. Counterparts. This Amendment No. 4 may be executed in any number of
counterparts, and each of such counterparts will for all purposes be deemed to
be an original, and all such counterparts will together constitute but one and
the same instrument.






         IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 4
to be executed by their duly authorized representatives as of the date first
above written.


DELTA AND PINE LAND COMPANY                 ILLINOIS STOCK TRANSFER COMPANY


By: /s/ W. Thomas Jagodinski           By:  /s/ Robert G. Pearson
    -------------------------------         -----------------------------------
    W. Thomas Jagodinski                    Robert G. Pearson
    President & Chief Executive Officer     President & Chief Executive Officer



[AMENDMENT NO. 4 TO THE RIGHTS AGREEMENT]