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):
                       January 6, 2004 (January 6, 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 January 6, 2004.


Item 12.  Results of Operations and Financial Condition.


On January 6, 2004,  Delta and Pine Land Company ("D&PL") issued a press release
reporting  its  results of  operations  and  financial  condition  for the first
quarter ended November 30, 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 a U.S.  location and a workforce
reduction at a foreign location.  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 first quarter  earnings
during a conference  call to be held January 6, 2004 at 3 p.m. ET/2 p.m. CT. All
interested  parties  are  invited  to listen to the  conference  call by dialing
800-374-0420 (International, 706-634-1176), pass code 4785654. 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

                                 /s/ R. D. Greene
Date:     January 6, 2004        _______________________________________________
                                 R. D. Greene,
                                 Vice President - Finance, Treasurer and
                                 Assistant Secretary