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): October 28, 2003
                                                    (October 28, 2003)




                           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









Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits.

     (c) Exhibits.

Exhibit No.                          Description
-----------                          -----------
99.1                       Press Release dated October 28, 2003.


Item 12.  Results of Operations and Financial Condition.


On October 28, 2003, Delta and Pine Land Company ("D&PL") issued a press release
reporting its results of operations and financial condition for the fourth
quarter and twelve months ended August 31, 2003. This press release, which has
been attached as Exhibit 99.1, discloses non-GAAP financial measures that
exclude legal costs associated with the D&PL versus Monsanto (NYSE:
MON)/Pharmacia litigation and special charges associated with the closing of two
U.S. locations and workforce reductions at two foreign locations. These non-GAAP
financial measures are provided to enhance the user's overall understanding of
D&PL's current financial performance from normal operations and D&PL's prospects
for the future. D&PL believes that the amounts excluded in the non-GAAP
financial measures are not indicative of D&PL's core operating results.
D&PL management uses these non-GAAP financial measures in analyzing its
performance. These measures should be considered in addition to results
prepared in accordance with GAAP, but should not be considered a substitute for
or superior to GAAP results. The non-GAAP financial measures included in the
attached press release are reconciled to the most directly comparable GAAP
measure therein.

Additionally, executive management will discuss D&PL's fourth quarter and twelve
month earnings during a conference call to be held October 28, 2003 at 11 a.m.
ET/10 a.m. CT. All interested parties are invited to listen to the conference
call by dialing 888-270-8028 (International, 706-679-0236), pass code 3307787.
Live audio of the conference call will also be accessible at www.vcall.com.
Also, refer to D&PL's News and Investor Relations section of its Internet site
at www.deltaandpine.com for further instructions about accessing the conference
call.

Information in this report, including the Exhibit attached hereto, shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933, except as shall be expressly set forth by specific
reference in such filing.



















                                    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:     October 28, 2003
                                            /s/ R. D. Greene
                                            -----------------------------------
                                            R. D. Greene,
                                            Vice President - Finance, Treasurer
                                            and Assistant Secretary