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): July 9, 2004 (July 9, 2004)




                           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 July 9, 2004.


Item 12.  Results of Operations and Financial Condition.


On July 9, 2004, Delta and Pine Land Company ("D&PL") issued a press release
reporting its results of operations and financial condition for the third
quarter and nine months ended May 31, 2004. This press release is attached as
Exhibit 99.1.

Additionally, executive management will discuss D&PL's third quarter and nine
month earnings during a conference call to be held July 9, 2004 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 8596320. Live
audio of the conference call will also be accessible at www.vcall.com. Also,
refer to D&PL's Investor Relations section in its News and Events 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:     July 9, 2004          /s/ R. D. Greene
                                -------------------------------------------
                                R. D. Greene,
                                Vice President - Finance, Treasurer and
                                Assistant Secretary