SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                        --------------------------------

                                   Schedule TO

          TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                                 Amendment No. 4
                         ------------------------------

                           Delta and Pine Land Company
                       (Name of Subject Company (Issuer))
                         -------------------------------

                      Delta and Pine Land Company (Issuer)
 (Name of Filing Person (Identifying Status as Offeror, Issuer or Other Person))
                     Common Stock, Par Value $0.10 Per Share
                         (Title of Class of Securities)

                             Common Stock: 247357106
                      (CUSIP Number of Class of Securities)
                           --------------------------

                                  R. D. Greene
           Vice President - Finance, Treasurer and Assistant Secretary
                           Delta and Pine Land Company
                                 One Cotton Row
                            Scott, Mississippi 38772
                            Telephone: (662) 742-4000
            (Name, Address and Telephone Number of Person Authorized
       to Receive Notices and Communications on Behalf of Filing Persons)
                         -------------------------------

                                    Copy to:
                                 Sam D. Chafetz
               Baker, Donelson, Bearman, Caldwell & Berkowitz, PC
                         165 Madison Avenue, Suite 2000
                                Memphis, TN 38103
                            Telephone: (901) 526-2000
                           ---------------------------

                            CALCULATION OF FILING FEE

    Transaction Valuation*                            Amount of Filing Fee**
- --------------------------------                   -----------------------------
          $50,000,000                                         $5,885

*    Calculated solely for purposes of determining the amount of the filing fee.
     Pursuant to Rule  0-11(b)(1)  of the  Securities  Exchange Act of 1934,  as
     amended,  the  Transaction   Valuation  was  calculated  assuming  that  an
     aggregate of 1,739,130  shares of common  stock,  par value $0.10 per share
     are  purchased  at the maximum  possible  tender  offer price of $28.75 per
     share.
**   The amount of the filing fee, calculated in accordance with Rule 0-11(b)(1)
     of the  Securities  Exchange Act of 1934,  as amended,  equals  $117.70 per
     million of the value of the transaction.




|X|  Check box if any part of the fee is offset as provided  by Rule  0-11(a)(2)
     and identify the filing with which the offsetting fee was previously  paid.
     Identify the previous filing by registration  statement number, or the Form
     or Schedule and the date of its filing.

Amount Previously Paid: $5,885         Filing Party: Delta and Pine Land Company
Form or Registration No.: Schedule TO  Date Filed: April 20, 2005

|_|  Check the box if the filing relates  solely to  preliminary  communications
     made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:
|_|  third-party tender offer subject to Rule 14d-1.
|X|  issuer tender offer subject to Rule 13e-4.
|_|  going-private transaction subject to Rule 13e-3.
|_|  amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer: |X|









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     This Amendment No. 4 amends and  supplements  the Tender Offer Statement on
Schedule TO  originally  filed with the  Commission on April 20, 2005 as amended
and supplemented by Amendment No. 1 to the Tender Offer Statement filed with the
Commission on May 11, 2005,  Amendment No. 2 to the Tender Offer Statement filed
with the  Commission  on May 18, 2005 and  Amendment  No. 3 to the Tender  Offer
Statement filed with the Commission on May 19, 2005 (the "Schedule TO") by Delta
and Pine Land Company, a Delaware  corporation (the "Company"),  relating to the
tender offer by the Company to purchase for cash up to 1,739,130  shares, of its
common  stock,  par value $0.10 per share at a price of not more than $28.75 nor
less than $25.00 per share, net to the seller in cash,  without  interest,  upon
the terms and subject to the  conditions  set forth in the offer to purchase and
the accompanying letter of transmittal,  which are dated and were filed with the
Commission on April 20, 2005 as Exhibits (a)(1)(A) and (a)(1)(B),  respectively,
to the Company's  original  Schedule TO dated that date. The  information in the
tender  offer is  incorporated  in this  Amendment  No. 4 to the  Schedule TO by
reference in response to all of the items in the  Schedule TO,  except that such
information  is hereby  amended  and  supplemented  to the  extent  specifically
provided herein.

Item 11.  Additional Information

Item 11 of the  Schedule  TO is hereby  amended and  supplemented  by adding the
following:

On May 24, 2005, the Company issued a press release announcing the final results
of the tender offer, which expired at 12:00 Midnight, New York City time, on May
17,  2005.  A copy of the press  release is filed as Exhibit  (a)(5)(F)  to this
Schedule TO and is incorporated herein by reference.

Item 12.  Exhibits

Item 12 of the  Schedule  TO is hereby  amended and  supplemented  by adding the
following:

(a)(5)(F)   Press Release dated May 24, 2005 (announcing final results of tender
            offer)






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                                    SIGNATURE

     After due inquiry  and to the best of my  knowledge  and belief,  I certify
that the information set forth in this statement is true, complete and correct.

                                    DELTA AND PINE LAND COMPANY


                                    By:  /s/ R. D. Greene
                                       ---------------------------------------
                                    Name:   R. D. Greene
                                    Title:  Vice President - Finance, Treasurer
                                            and Assistant Secretary

Dated: May 24, 2005










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                                  EXHIBIT INDEX

Exhibit Number    Description
- --------------    -----------

(a)(5)(F)         Press Release dated May 24, 2005 (announcing final results of
                  tender offer)






NEWS
                                                   Delta and Pine Land Company
                                                   P.O. Box 157
                                                   Scott, Mississippi 38772
________________________________________________________________________________

Contact:  Investors                           Media
          Tom Jagodinski                      Jonathan Gasthalter/Amy Cohen
          Delta and Pine Land Company         Citigate Sard Verbinnen
          (662) 742-4518                      (212) 687-8080

                      DELTA AND PINE LAND COMPANY ANNOUNCES
                          FINAL RESULTS OF TENDER OFFER


     SCOTT, MS, May 24, 2005 - Delta and Pine Land Company (NYSE: DLP) announced
today the final results of its modified  "Dutch  auction"  tender  offer,  which
expired at 12:00 Midnight, New York City time, Tuesday, May 17, 2005.

     Based on the final count by Illinois Stock Transfer Company, the depositary
for the  tender  offer,  approximately  2,374,940  shares of common  stock  were
properly  tendered and not withdrawn at a price at or below $27.00 per share. As
previously  disclosed,  the  Company  intends to  purchase  all shares  properly
tendered  and not  withdrawn  at prices at or below $27 per  share,  subject  to
applicable  securities laws.  Accordingly,  the Company will purchase  2,374,940
shares of its common stock at a purchase  price of $27.00 per share,  or a total
of $64,123,380.  The total shares to be purchased are comprised of the 1,739,130
shares the  Company  offered to  purchase  and  635,810  shares to be  purchased
pursuant to the Company's right to purchase up to an additional 2% of the shares
outstanding  immediately  prior to the commencement of the tender offer.  Shares
tendered at or below  $27.00 per share  include  shares  tendered by persons who
indicated that they are willing to accept the price determined in the offer. All
shares purchased in the tender offer will receive the same price.

     Payment  for  shares  accepted  for  purchase,  and the return of all other
shares tendered but not accepted for payment,  will be made promptly by Illinois
Stock  Transfer  Company.  As a result of the completion of the tender offer and
immediately  following  payment for the tendered  shares,  the Company will have
approximately 36.1 million shares of common stock outstanding.


     About Delta and Pine Land Company

     Delta and Pine Land Company is a leading commercial  breeder,  producer and
marketer of cotton  planting seed.  Headquartered  in Scott,  Mississippi,  with
multiple  offices in eight states and facilities in several  foreign  countries,
D&PL also breeds,  produces and markets  soybean  planting  seed in the U.S. For
more  information   about  D&PL,  please  refer  to  the  Company's  website  at
www.deltaandpine.com.

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