January 23, 2004



Mr. W. Thomas Jagodinski
Delta & Pine Land Company
One Cotton Row
Scott, Mississippi  38772

Mr. Jagodinski:

Thank you for taking the time last Friday to talk to Brian
and myself.  It seems like the company is continuing to
make good progress operationally and we remain very pleased
with your efforts.

Regarding the recapitalization proposal we discussed, we'd
like to emphasize a few observations from our perspective
as a significant long term investor in the company.  First,
we believe that a share repurchase is the best means of
recapitalizing the company.  It represents a large
investment in an undervalued security - Delta & Pine Land
common stock - and it could be financed very cheaply, given
the current interest rate environment.  Specifically, we
calculate that a $250 million repurchase program would
increase the value of the company by roughly 30%.  Those
shareholders who tender their shares would benefit, but
those who retain their shares would benefit much more as
the market revalues the company higher.  Both our
experience and our valuation models support this
conclusion.

Second, we encourage you to be exceedingly hesitant to
pursue any acquisitions designed to diversify the company
beyond its roots in breeding cotton seeds.  We have
collectively witnessed hundreds of such transactions over
the years from our perspective as investment managers.
Though always well intentioned, these deals usually end
badly for shareholders.  More often than not, the acquirer
unwittingly pays too high a price for a business which it
does not understand (and cannot manage) as well as its own.
We have enclosed a study by Sanford Bernstein, an
independent research firm, which traces the performance of
companies following such transactions.  It's a sobering
read.

Jag, we believe that Delta & Pine has an opportunity to
substantially improve shareholder value given the fortunate
convergence of historically low interest rates, an
undervalued share price and the company's excess capital.
We encourage you to seize this opportunity while it remains
available.


Yours,

STERLING CAPITAL MANAGEMENT LLC



Patrick W. Rau, CFA
Director & Principal

cc:	Mr. Joseph M. Murphy
	Mr. Rudi E. Scheidt
	Mr. Jon E. M. Jacoby
	Mr. F. Murray Robinson
	Dr. Nam-Hai Chua
	Mr. Stanley P. Roth