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 31, 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 8.01.  Other Events.

On May 31, 2007, Delta and Pine Land Company (the "Company") issued a press
release announcing that Monsanto Company ("Monsanto") and the U.S. Department of
Justice ("DOJ") have reached an agreement regarding the proposed acquisition of
the Company by Monsanto. Under the terms of the agreement, Monsanto will be
required to divest certain assets, including its U.S. branded cotton seed
business. Monsanto plans to close its acquisition and resulting divestitures as
soon as possible, following the required approvals from the court and the DOJ.
This press release is attached as Exhibit 99.1.


Item 9.01.   Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit No.          Description
- -----------          -----------
99.1                 Press release dated May 31, 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: May 31, 2007       /s/ Kenneth M. Avery
                         --------------------
                         Kenneth M. Avery,
                         Vice President - Chief Financial Officer 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      Sard Verbinnen & Co
         (662) 742-4518                   (212) 687-8080


DELTA AND PINE LAND AND MONSANTO  ANNOUNCE  AGREEMENT  WITH U.S.  DEPARTMENT  OF
JUSTICE ON ELEMENTS OF CONSENT DECREE

- -------------------------------------------------------------------------------

         SCOTT, MISSISSIPPI (MAY 31, 2007) - Delta and Pine Land Company (NYSE:
DLP) ("D&PL"), a leading commercial breeder, producer and marketer of cotton
planting seed, announced today that the Company and Monsanto Company (NYSE: MON)
have reached an agreement with the U.S. Department of Justice ("DOJ") regarding
the proposed acquisition of D&PL by Monsanto. Under the terms of the agreement,
which has been filed today in Federal Court in Washington, DC, Monsanto will be
required to divest certain assets, including its U.S. branded cotton seed
business. Monsanto plans to close its acquisition and resulting divestitures as
soon as possible, following the required approvals from the court and the DOJ.
         Tom Jagodinski, President and Chief Executive Officer, said, "We are
pleased that Monsanto has reached an agreement with the Department of Justice
and we look forward to the completion of the proposed transaction, which will
yield substantial benefits for our shareholders, our employees and our farmer
customers."
         During the interim period between Monsanto's completion of its
acquisition of D&PL and its completion of its required divestitures, D&PL will
operate independently of Monsanto's other commercial operations.

About Delta & Pine Land

         Delta and Pine Land Company is a 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. For more
information, please refer to the Company's Web site at
http://www.deltaandpine.com.

Cautionary Statements Regarding Forward-Looking Information:

         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

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