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): April 17, 2007




                           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 5.04. Temporary Suspension of Trading Under Registrant's Employee
Benefit Plans.

On April 17, 2007, Delta and Pine Land Company (the "Company") sent a notice to
its directors and executive officers informing them of a blackout period in the
Delta and Pine Land Company Savings Plan's D&PL Unitized Company Stock Fund (the
"Fund"), expected to begin at the effective date (which has not been determined
as of this date) of the pending merger with Monsanto Company, and ending two to
five business days thereafter (the "Blackout Period"). During the Blackout
Period, participants would be unable to transfer monies to or from the Fund or
to receive a distribution from the Fund.

The Company received the notice required by Section 101 (i)(2)(E) of the
Employee Retirement Income Security Act of 1974 on April 17, 2007.

Security holders or other interested persons may obtain information about the
actual beginning and ending dates of the Blackout Period, without charge, by
contacting Kenneth M. Avery, in writing, at Delta and Pine Land Company, One
Cotton Row, Scott Mississippi 38772, either during the Blackout Period or for a
period of two years after the ending date of the Blackout Period.

A copy of the notice transmitted to the directors and executive officers of the
Company is set forth in Exhibit 99.1 hereto and is incorporated by reference
into this item.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit No.     Description
- -----------     -----------
99.1            Notice of plan blackout period to directors and executive
                officers dated April 17, 2007.






                                    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:     April 17, 2007      /s/ Kenneth M. Avery
                              --------------------
                              Kenneth M. Avery,
                              Vice President - Chief Financial Officer and
                              Assistant Secretary

EX-99

TO:      Members of the Board of Directors and Executive Officers
         of Delta and Pine Land Company

FROM:    Kenny Avery, Chief Financial Officer

DATE:    April 17, 2007

RE:      Important Information Concerning Limitations on Trading in
         Delta and Pine Company Stock
- -------------------------------------------------------------------------------

         As you know, Monsanto Company and Delta and Pine Land Company ("D&PL")
have entered into an agreement whereby Monsanto will acquire D&PL, pending
certain governmental approvals.

         Currently, participants in the Delta and Pine Land Company Savings Plan
(the "D&PL Savings Plan" or "Plan") have the option to invest in the Plan's D&PL
Unitized Company Stock Fund, which holds D&PL stock. Those participants have
been advised that they will be unable to transfer monies to or from the Unitized
Company Stock Fund or to receive a distribution from the Unitized Company Stock
Fund for a period of time of approximately two to five business days once the
acquisition has been completed (the "blackout period").

         During the blackout period applicable to Savings Plan participants, you
are prohibited from selling or transferring any shares of stock in D&PL acquired
through your service to the Company as a director or executive officer except
pursuant to the merger agreement with Monsanto.

         The blackout period is expected to begin at the effective date of the
merger and end two to five business days thereafter. Because we cannot predict
the exact timing of the merger, we will keep you informed regarding the timing
of the merger and you will be able to determine when the blackout period has
started or ended by contacting me at the phone number listed below.

         If you have any questions concerning this notice, you should contact me
at extension 775 in Scott.