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 21, 1999

                           DELTA AND PINE LAND COMPANY
             (Exact name of registrant as specified in its charter)

                                 000-21788
                            (Commission File Number)


Delaware                                                      62-1040440
(State or other jurisdiction                                  (IRS Employer
of incorporation)                                            Identification No.)

One Cotton Row, Scott, Mississippi                            38772
(Address of principal executive offices)                     Zip Code

Registrant's telephone number, including area code              (601) 742-4500

                                       NA
          (Former name or former address, if changed since last report)

Item 5 - Other Events

Delta and Pine Land Company ("DLP") and Monsanto  Company  ("Monsanto")  made an
announcement  on May 21, 1999 with  respect to an  amendment  to the May 8, 1998
merger  agreement  between Monsanto and DLP. A copy of the press release and the
amendment is filed herewith as exhibits.

Item 7 - Financial Statements and Exhibits

( c ) Exhibits

EXHIBIT NUMBER             DESCRIPTION

2                          Amendment No. 1 to Agreement and Plan of Merger

99                         Press Release, dated May 21, 1999







                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                           DELTA AND PINE LAND COMPANY

                                          /s/  W.T. Jagodinski
                                          Vice President - Finance and Treasurer









                                  EXHIBIT INDEX

EXHIBIT NUMBER             DESCRIPTION

2                         Amendment No. 1 to Agreement and Plan of Merger

99                        Press Release, dated May 21, 1999