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): February 22, 2005
                                                        (February 22, 2005)




                           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.

Attached  and  incorporated  herein by  reference as Exhibit 99.1 is a copy of a
press release of Delta and Pine Land Company  ("D&PL")  dated  February 22, 2005
announcing developments in the Pharmacia/Monsanto litigation.



Item 9.01.   Financial Statements, Pro Forma Financial Information and Exhibits.

     (c) Exhibits.

Exhibit No.                            Description
-----------                            -----------
   99.1                    Press Release dated February 22, 2005.






                                    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:  February 22, 2005                /s/ R. D. Greene
                                        ----------------
                                        R. D. Greene,
                                        Vice President - Finance, Treasurer and
                                         Assistant Secretary