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): May 20, 2004 (May 20, 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 5.  Other Events and Regulation FD Disclosure.

Attached and incorporated herein by reference as Exhibit 99.1 is a copy of a
press release of Delta and Pine Land Company dated May 20, 2004.

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

     (c) Exhibits.

Exhibit No.                Description
-----------                -----------
99.1                       Press Release dated May 20, 2004.
























                                    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:     May 20, 2004      /s/ R.D. Greene
                            ---------------------------------------------------
                            R. D. Greene,
                            Vice President - Finance, Treasurer and
                            Assistant Secretary