8-K

                       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): June 1, 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 2.01      Completion of Acquisition or Disposition of Assets.

On June 1, 2007,  Monsanto  Sub,  Inc., a  wholly-owned  subsidiary  of Monsanto
Company,  was merged with and into Delta and Pine Land  Company  ("D&PL"),  with
D&PL continuing as the surviving  corporation.  Under the terms of the Agreement
and Plan of Merger dated August 14, 2006 between  D&PL,  Monsanto  Sub, Inc. and
Monsanto Company (the "Merger Agreement"),  each issued and outstanding share of
common stock of D&PL (including any preferred  stock purchase rights  associated
therewith)  and  each  issued  and  outstanding  share of  Series M  Convertible
Non-Voting  Preferred Stock of D&PL(excluding,  in each case, all shares held by
D&PL as treasury stock,  Dissenting  Shares (as defined in the Merger Agreement)
and any shares held by Monsanto  Company or any subsidiary of Monsanto  Company)
were  canceled and  converted  into the right to receive  $42.00 in cash without
interest.

Item 3.01      Notice of Delisting or Failure to Satisfy a Continued  Listing
Rule of Standard; Transfer of Listing.

As  contemplated  by the  Merger  Agreement,  D&PL  notified  the New York Stock
Exchange on June 1, 2007, of the closing of the Merger, and on June 5, 2007, the
New  York  Stock  Exchange  filed a  delisting  application  on Form 25 with the
Securities and Exchange Commission with respect to the common stock of D&PL.

Item 5.01      Changes in Control of Registrant.

The information set forth in Item 2.01 of this Current Report is incorporated by
reference herein.

Item 8.01      Other Events.

A copy of the press release announcing the completion of the merger is attached
hereto as Exhibit 99.1 and is incorporated by reference.

Item 9.01.     Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit No.    Description
- -----------    -----------

99.1           Press Release dated June 1, 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:  June 6, 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 ANNOUNCES CLOSING OF ACQUISITION BY MONSANTO COMPANY

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

SCOTT,  MISSISSIPPI  -- June 1, 2007 - Delta and Pine Land Company  (NYSE:  DLP)
("D&PL"), a leading commercial breeder, producer and marketer of cotton planting
seed,  announced  today that  Monsanto  Company  (NYSE:  MON) has  completed its
acquisition of D&PL for  approximately  $1.5 billion in cash.  D&PL will operate
independently  of Monsanto's  other  commercial  operations  until  Monsanto has
completed its proposed  divestitures  of the Stoneville  and NexGen  businesses.
D&PL will pay its third quarter  dividend of $0.17 per share on June 11, 2007 to
shareholders  of  record on May 31,  2007.  As a result  of the  acquisition  by
Monsanto, D&PL will no longer be listed on the New York Stock Exchange under the
DLP symbol.

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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