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): December 21, 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 8.01.      Other Events.

On December 21, 2006, Delta and Pine Land Company ("D&PL") issued a press
release reporting that its shareholders have approved the merger with Monsanto
Company entered into August 14, 2006. This press release is attached as Exhibit
99.1.

Information in this report, including the Exhibit attached hereto, shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933, except as shall be expressly set forth by specific
reference in such filing.


Item 9.01.      Financial Statements and Exhibits.

     (c) Exhibits.

Exhibit No.                        Description
- -----------                       -----------
99.1                       Press Release dated December 21, 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:  December 21, 2006        /s/ Kenneth M. Avery
                                --------------------
                                Kenneth M. Avery,
                                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                   Jonathan Gasthalter/Cassandra Bujarski
         Delta and Pine Land Company      Citigate Sard Verbinnen
         662-742-4518                     212-687-8080

    DELTA AND PINE LAND COMPANY ANNOUNCES SHAREHOLDER APPROVAL OF MERGER WITH
                                MONSANTO COMPANY
- --------------------------------------------------------------------------------

         SCOTT, MS, December 21, 2006 -- Delta and Pine Land Company (NYSE:DLP)
("D&PL" or the "Company"), a leading commercial breeder, producer and marketer
of cotton planting seed, today announced that, at a special meeting held today
in Memphis, Tennessee, the Company's shareholders overwhelmingly approved the
merger with Monsanto Company, entered into on August 14, 2006. While the merger
has been approved by Delta and Pine Land shareholders, certain regulatory
approvals must be obtained before the merger can close.

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 Web site at
http://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 of the Company's
business and forward looking statements are set forth in the Company's latest
filings with the Securities and Exchange Commission.