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): August 25, 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)
[X] 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 8.01.      Other Events.

Attached and incorporated herein by reference as Exhibit 99.1 is a copy of a
communication that was distributed by Delta and Pine Land Company ("D&PL, or the
"Company") to its international markets related to the previously announced
execution of a definitive merger agreement whereby Monsanto will acquire D&PL.

In connection with Monsanto Company's ("Monsanto") proposed acquisition of Delta
and Pine Land Company ("D&PL") pursuant to the terms of an Agreement and Plan of
Merger by and among D&PL, Monsanto, and a wholly-owned subsidiary of Monsanto,
D&PL will file a proxy statement with the Securities and Exchange Commission
(the "SEC"). Investors are urged to read the proxy statement (including all
amendments and supplements to it) because it will contain important information.
Investors may obtain free copies of the proxy statement when it becomes
available, as well as other filings containing information about D&PL, without
charge, at the SEC's Internet site (www.sec.gov). These documents may also be
obtained for free from D&PL's Investor Relations web site (www.deltaandpine.com)
or by directing a request to D&PL at: Delta and Pine Land Company, Corporate
Offices, P.O. Box 157, Scott, MS 38772.

D&PL and its respective directors and executive officers and other members of
management and employees are potential participants in the solicitation of
proxies from D&PL's stockholders in respect of the proposed transaction.

Information regarding D&PL's directors and executive officers is available in
D&PL's proxy statement for its 2006 annual meeting of stockholders, filed with
the SEC on November 29, 2005. Additional information regarding the interests of
such potential participants in the proposed transaction will be included in the
proxy statement to be filed with the SEC in connection with the proposed
transaction.

This written communication contains forward-looking statements that involve
risks and uncertainties concerning Monsanto's proposed acquisition of D&PL,
D&PL's expected financial performance, as well as D&PL's strategic and
operational plans. Actual events or results may differ materially from those
described in this written communication due to a number of risks and
uncertainties. The potential risks and uncertainties include, among others, the
possibility that the transaction will not close or that the closing may be
delayed; the reaction of customers of Monsanto and D&PL to the transaction;
Monsanto's ability to successfully integrate D&PL's operations and employees;
and general economic conditions. In addition, please refer to the documents that
Monsanto and D&PL file with the SEC on Forms 10-K, 10-Q and 8-K. The filings by
each of Monsanto and D&PL identify and address other important factors that
could cause their respective financial and operational results to differ
materially from those contained in the forward-looking statements set forth in
this written communication. Monsanto and D&PL are under no duty to update any of
the forward-looking statements after the date of this press release to conform
to actual results.



Item 9.01.      Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.    Description
- -----------    -----------
99.1           Copy of Communication from Delta and Pine Land Company to
               international markets









                                    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: August 25, 2006      /s/ Kenneth M. Avery
                          --------------------
                          Kenneth M. Avery,
                          Vice President - Finance, Treasurer and Assistant
                          Secretary

EX-99

LETTER TEMPLATE FOR USE IN INTERNATIONAL MARKETS


Dear customer,

By now, most of our customers have heard that Monsanto intends to acquire Delta
and Pine Land Company. We are excited about the potential this brings in joining
the world's highest quality cotton seed business and the world's best developer
of agricultural biotechnology. At this time though, D&PL's focus remains
unchanged: to develop, sell, and service cotton seed that will continue to
enhance farmers' ability to make a profit.

After the transaction is consummated, and Monsanto and D&PL join forces, we will
continue our tradition of customer service through innovation and leadership.
The historic D&PL portion of the organization will continue to make strides in
cotton research while the Monsanto research components will continue to identify
cotton traits and genes that will further enhance our varieties. Monsanto has
the ability to take cotton research to new levels by pulling useful research
techniques and progress from their other research programs. The combination of
our elite germplasm with this technology will enable us to get new products to
market, well-tested, yet more quickly than ever before.

In the last couple of years, our international business has grown thanks to
customers/partners like you. We expect that to continue as we evolve our
business just as farmers needs evolve. As the pace of change in agriculture
continues to accelerate, Monsanto's acquisition of D&PL reflects our desire to
stay at the forefront of change, with the goal of providing you, our customers
and industry partners, products and services that will benefit your businesses
for years to come.

Sincerely,


In connection with Monsanto Company's ("Monsanto") proposed acquisition of Delta
and Pine Land Company ("D&PL") pursuant to the terms of an Agreement and Plan of
Merger by and among D&PL, Monsanto, and a wholly-owned subsidiary of Monsanto,
D&PL will file a proxy statement with the Securities and Exchange Commission
(the "SEC"). Investors are urged to read the proxy statement (including all
amendments and supplements to it) because it will contain important information.
Investors may obtain free copies of the proxy statement when it becomes
available, as well as other filings containing information about D&PL, without
charge, at the SEC's Internet site (www.sec.gov). These documents may also be
obtained for free from D&PL's Investor Relations web site (www.deltaandpine.com)
or by directing a request to D&PL at: Delta and Pine Land Company, Corporate
Offices, P.O. Box 157, Scott, MS 38772.

D&PL and its respective directors and executive officers and other members of
management and employees are potential participants in the solicitation of
proxies from D&PL's stockholders in respect of the proposed transaction.

Information regarding D&PL's directors and executive officers is available in
D&PL's proxy statement for its 2006 annual meeting of stockholders, filed with
the SEC on November 29, 2005. Additional information regarding the interests of
such potential participants in the proposed transaction will be included in the
proxy statement to be filed with the SEC in connection with the proposed
transaction.

This written communication contains forward-looking statements that involve
risks and uncertainties concerning Monsanto's proposed acquisition of D&PL,
D&PL's expected financial performance, as well as D&PL's strategic and
operational plans. Actual events or results may differ materially from those
described in this written communication due to a number of risks and
uncertainties. The potential risks and uncertainties include, among others, the
possibility that the transaction will not close or that the closing may be
delayed; the reaction of customers of Monsanto and D&PL to the transaction;
Monsanto's ability to successfully integrate D&PL's operations and employees;
and general economic conditions. In addition, please refer to the documents that
Monsanto and D&PL file with the SEC on Forms 10-K, 10-Q and 8-K. The filings by
each of Monsanto and D&PL identify and address other important factors that
could cause their respective financial and operational results to differ
materially from those contained in the forward-looking statements set forth in
this written communication. Monsanto and D&PL are under no duty to update any of
the forward-looking statements after the date of this press release to conform
to actual results.