DELTA AND PINE LAND COMPANY
 
                Solicited by the Board of Directors for the
          Annual Meeting of Stockholders --- February 27, 1997
 
     The undersigned  hereby appoints Jerome C. Hafter and W. Thomas Jagodinski,
and each of them, as Proxies, with full power to appoint their substitutes,  and
hereby  authorizes  each of them to represent  and vote all the shares of Common
Stock of Delta  and Pine Land  Company  held of  record  by the  undersigned  on
January  10,  1997  at  the  captioned  Annual   Stockholders   Meeting  or  any
postponement or adjournment thereof.
 
 
  PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
 
 
                      DELTA AND PINE LAND COMPANY
 
   PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY
 
 
 
 
 
   
 
                                                        Withheld     For All
1.   Nominees:  Stanley P. Roth, Nam-Hai Chua      For    All      Except those
                                                                   whose name(s)
                                                                   appear below 
                
                                                -------  ------   -------------
  
     2.  Proposal to approve the  amendment  of the Delta and Pine Land  Company
1995 Long-term  Incentive  Plan.
                                                   For   Against   Abstain
        
                                                  ----   -------   -------
 
     3  Proposal  to  ratify  the  appointment  of  Arthur  Andersen  LLP as the
independent public accountants for the fiscal year ending August 31, 1997.
 
                                                   For    Against   Abstain
 
                                                  ----    -------   -------
 
     4. In their  discretion,  the Proxy is  authorized  to vote upon such other
business as may properly come before the meeting.
 
     This proxy,  when properly  executed  will be voted in the manner  directed
herein by the undersigned stockholder.  IF NO ELECTIONS ARE MADE, THE PROXY WILL
BE VOTED FOR PROPOSALS 1, 2, AND 3.
 
         Dated:
 
Signature(s)
 
     Important:  Please sign exactly as name appears above. When shares are held
by joint  tenants,  both  should  sign.  When  signing  as  attorney,  executor,
administrator,  trustee  or  guardian,  please  give  full  title as such.  If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.