UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-Q


(x)  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 For the quarterly period ended November 30, 2000 or

( )  Transition  Report  Pursuant  to Section  13 or 15(d) of the  Securities
     Exchange Act of 1934 For the transition period from _______ to_______.



                        Commission File Number: 000-21788

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

                        State of Incorporation: Delaware
                I.R.S. Employer Identification Number: 62-1040440

           Address of Principal Executive Offices (including zip code)
                    One Cotton Row, Scott, Mississippi 38772

               Registrant's telephone number, including area code:
                                 (662) 742-4500


Indicate by check mark whether  Registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days.

YES (x)    NO ( )

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

Common Stock,  $0.10 Par Value -38,397,527 shares outstanding as of December 31,
2000.




                  DELTA AND PINE LAND COMPANY AND SUBSIDIARIES

                                      INDEX

                                                                        Page No.
PART I.  FINANCIAL INFORMATION

   Item 1.   Consolidated Financial Statements

    Consolidated Balance Sheets - November 30, 1999,
             August 31, 2000, and November 30, 2000                            3

    Consolidated Statements of Operations - Three Months
             Ended November 30, 1999 and November 30, 2000                     4

    Consolidated Statements of Cash Flows - Three Months
             Ended November 30, 1999 and November 30, 2000                     5

    Notes to Consolidated Financial Statements                                 6

   Item 2.   Management's Discussion and Analysis of Financial
             Condition and Results of Operations                              11


PART II.  OTHER INFORMATION
   Item 1.   Legal
Proceedings                                                                   14
   Item 4.   Submission of Matters to a Vote of Security Holders              14
   Item 5.
Business                                                                      14
   Item 6.   Exhibits and Reports on Form 8-K                                 20

Signatures                                                                    21








PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements



                  DELTA AND PINE LAND COMPANY AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
               (in thousands, except share and per share amounts)
                                   (Unaudited)

                                                                            November 30,        August 31,       November 30,
                                                                                1999              2000               2000
                                                                          -----------------    ------------    -----------------
                                                                                                               
ASSETS
CURRENT ASSETS:
     Cash and cash equivalents                                                 $     5,544        $ 87,467         $     86,179
     Receivables, net                                                                8,456         181,305               13,635
     Inventories                                                                    76,142          35,278               76,160
     Prepaid expenses                                                                1,635           2,231                2,253
     Deferred income taxes                                                          12,865           7,420                7,420
                                                                          -----------------    ------------    -----------------
         Total current assets                                                      104,642         313,701              185,647
                                                                          -----------------    ------------    -----------------

PROPERTY, PLANT and EQUIPMENT, net                                                  65,030          65,044               64,706

EXCESS OF COST OVER NET ASSETS OF
     BUSINESS ACQUIRED, net                                                          4,428           4,514                4,306

INTANGIBLES, net                                                                     4,346           4,250                4,278

OTHER ASSETS                                                                         3,233           2,625                2,492
                                                                          -----------------    ------------    -----------------
                                                                               $   181,679       $ 390,134         $    261,429
                                                                          =================    ============    =================

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
     Notes payable                                                             $     1,981        $  2,000          $     3,129
     Accounts payable                                                               39,352          23,441               28,897
     Accrued expenses                                                               22,922         164,702               45,820
        Income taxes payable                                                         1,698          25,172               13,914
                                                                          -----------------    ------------    -----------------
         Total current liabilities                                                  65,953         215,315               91,760
                                                                          -----------------    ------------    -----------------

LONG-TERM DEBT, less current maturities                                             21,700           2,482                3,140

DEFERRED INCOME TAXES                                                                5,773           4,975                4,975

MINORITY INTEREST IN SUBSIDIARIES                                                    8,519           7,734                8,236
                                                                          -----------------    ------------    -----------------
         Total noncurrent liabilities                                               35,992          15,191               16,351
                                                                          -----------------    ------------    -----------------

STOCKHOLDERS' EQUITY:
     Preferred stock, par value $0.10 per share; 2,000,000 shares authorized:
         Series A Junior Participating Preferred, par value $0.10 per share;
         456,989 shares authorized; no shares issued or outstanding                      -               -                    -
         Series M Convertible Non-Voting Preferred, par value $0.10 per                107             107                  107
         share; 1,066,667 shares authorized; issued and outstanding
    Common stock, par value $0.10 per share; 100,000,000 shares authorized;
         38,832,269; 38,394,725 and  38,962,493 shares issued; 38,718,003;
         38,377,759 and 38,394,527 shares outstanding                                3,883           3,895                3,896
    Capital in excess of par value                                                  42,318          45,096               45,438
    Retained earnings                                                               38,268         123,552              117,442
   Accumulated other comprehensive loss                                            (2,669)         (3,146)              (3,689)
    Treasury stock at cost, 114,266; 567,966 and 567,966 shares                    (2,173)         (9,876)              (9,876)
                                                                          -----------------    ------------    -----------------
         Total stockholders' equity                                                 79,734         159,628              153,318
                                                                          -----------------    ------------    -----------------
                                                                               $   181,679       $ 390,134         $    261,429
                                                                          =================    ============    =================


The accompanying notes are an integral part of these balance sheets.






                  DELTA AND PINE LAND COMPANY AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     FOR THE THREE MONTHS ENDED NOVEMBER 30,
                    (in thousands, except per share amounts)
                                   (Unaudited)

                                                                                       1999                 2000
                                                                                  --------------       --------------

                                                                                                     
NET SALES AND LICENSING FEES                                                          $    4,549           $    9,694
COST OF SALES                                                                              4,248                7,399
                                                                                  --------------       --------------
GROSS PROFIT                                                                                 301                2,295
                                                                                  --------------       --------------

OPERATING EXPENSES:
      Research and development                                                             4,358                4,157
      Selling                                                                              3,239                3,128
      General and administrative                                                           3,084                3,941
                                                                                  --------------       --------------
                                                                                          10,681               11,226
                                                                                  --------------       --------------
      Unusual charges related to terminated merger                                           467                  160
                                                                                  --------------       --------------

OPERATING  LOSS                                                                         (10,847)              (9,091)

INTEREST INCOME, net                                                                          83                1,992
OTHER INCOME                                                                                  83                   22
MINORITY INTEREST IN (EARNINGS) / LOSSES OF SUBSIDIARIES                                     115                (502)
                                                                                  --------------       --------------

LOSS  BEFORE INCOME TAXES AND CUMULATIVE EFFECT OF
         ACCOUNTING CHANGE                                                              (10,566)              (7,579)
INCOME TAX BENEFIT                                                                         4,015                2,653
                                                                                  --------------       --------------

NET LOSS BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE                                   (6,551)              (4,926)
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING FOR
         STARTUP COSTS, NET                                                              (2,965)                    -
                                                                                  --------------       --------------
NET LOSS                                                                                 (9,516)              (4,926)

DIVIDENDS ON PREFERRED STOCK                                                                (24)                 (32)
                                                                                  --------------       --------------
NET LOSS APPLICABLE TO COMMON SHARES                                                 $   (9,540)          $   (4,958)
                                                                                  ==============       ==============


BASIC AND DILUTED NET LOSS PER SHARE                                                 $    (0.25)          $    (0.13)
                                                                                  ==============       ==============

NUMBER OF SHARES USED IN BASIC AND DILUTED EARNINGS
         PER SHARE CALCULATIONS                                                           38,662               38,386
                                                                                  ==============       ===============
DIVIDENDS PER COMMON SHARE                                                            $     0.03           $     0.03
                                                                                  ==============       ==============


The accompanying notes are an integral part of these statements.








                  DELTA AND PINE LAND COMPANY AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     FOR THE THREE MONTHS ENDED NOVEMBER 30,
                                 (in thousands)
                                   (Unaudited)

                                                                                      1999                  2000
                                                                                 ----------------      ----------------
                                                                                                        
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                            $    (9,516)          $    (4,926)
Adjustments to reconcile net loss to net cash
   used in operating activities:
     Depreciation and amortization                                                         1,742                 1,874
     Minority interest in net (loss) income of subsidiaries                                (115)                   502
     Noncash changes in other comprehensive income                                             -                 (127)
Changes in current assets and liabilities:
     Receivables                                                                         139,470               167,670
     Inventories                                                                        (28,415)              (40,882)
    Prepaid expenses                                                                       (162)                  (22)
    Accounts payable                                                                      19,362                 5,456
    Accrued expenses                                                                   (120,134)             (118,882)
    Income taxes payable                                                                 (6,384)              (11,218)
    Intangibles and other assets                                                           1,014                    89
                                                                                 ----------------      ----------------
         Net cash used in operating activities                                           (3,138)                 (466)
                                                                                 ----------------      ----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property and equipment                                                   (1,578)               (1,373)
                                                                                 ----------------      ----------------
         Net cash used in investing activities                                           (1,578)               (1,373)
                                                                                 ----------------      ----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Payments of short-term debt                                                           (2,800)                     -
   Payments of long-term debt                                                           (11,400)                 (290)
   Dividends paid                                                                        (1,186)               (1,184)
   Proceeds from long-term debt                                                           17,062                   948
   Proceeds from short-term debt                                                               -                 1,129
   Proceeds from exercise of stock options                                                 1,156                   303
                                                                                 ----------------      ----------------
          Net cash provided by financing activities                                        2,832                   906
                                                                                 ----------------      ----------------

EFFECTS OF FOREIGN CURRENCY TRANSLATION LOSSES                                             (124)                 (355)

NET DECREASE IN CASH AND CASH EQUIVALENTS                                                (2,008)               (1,288)
CASH AND CASH EQUIVALENTS, as of August 31                                                 7,552                87,467
                                                                                 ----------------      ----------------
CASH AND CASH EQUIVALENTS, as of November 30                                         $     5,544          $     86,179
                                                                                 ================      ================
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
   Cash paid during the three months for:
         Interest paid, net of capitalized interest                                   $      300            $      100
         Income taxes                                                                 $        -           $     8,600

Noncash financing activities:
         Tax benefit of stock option exercises                                        $        -            $       40


The accompanying notes are an integral part of these statements.







                  DELTA AND PINE LAND COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
          (Amounts in thousands, except percentages and share amounts)

1.  BASIS OF PRESENTATION
    ---------------------

The accompanying  unaudited consolidated financial statements have been prepared
in accordance  with the generally  accepted  accounting  principles  for interim
financial information and Article 10 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes  required by accounting  principles
generally  accepted in the United States for complete financial  statements.  In
the opinion of  management,  all  adjustments  (consisting  of normal  recurring
accruals)  considered  necessary for the fair  presentation of the  consolidated
financial statements have been included. Due to the seasonal nature of Delta and
Pine Land Company and  subsidiaries'  (the "Company")  business,  the results of
operations  for the three month periods ended November 30, 1999 and November 30,
2000 or for any quarterly period, are not necessarily  indicative of the results
to be expected for the full year. For further  information  reference  should be
made to the consolidated  financial statements and footnotes thereto included in
the  Company's  Annual Report to  Stockholders  on Form 10-K for the fiscal year
ended August 31, 2000.

Changes to Significant Accounting Policies
------------------------------------------

Derivative Financial Instruments

The Company uses various financial  instruments that are considered  derivatives
to mitigate its risk to variability  in cash flows related to soybean  purchases
and  effectively  fix the  cost of a  significant  portion  of its  soybean  raw
material inventory. The terms of the hedging derivatives used by the Company are
negotiated to approximate  the terms of the forecasted  transaction;  therefore,
the Company expects no material ineffectiveness. Hedging realized and unrealized
gains and losses are recorded as a component of other  comprehensive  income and
are reclassified into earnings in the period in which the forecasted transaction
effects  earnings  (i.e. is sold or disposed)  and  generally  occurs during the
Company's  second and third fiscal  quarters.  The Company does not speculate in
derivatives.

Certain  prior year balances  have been  reclassified  to conform to the current
year presentation.



2.   COMPREHENSIVE INCOME/LOSS
     -------------------------

Comprehensive income includes all non-shareowner  changes in equity and consists
of net income,  foreign currency translation  adjustments,  unrealized gains and
losses  on   available-for-sale   securities,   and  minimum  pension  liability
adjustments.  Total comprehensive income for the three months ended November 30,
1999 and 2000, was (in thousands):



                                                                                 Three Months Ended
                                                                                    November 30,
                                                                              1999                 2000
                                                                        ------------------    ----------------
                                                                                             
Net loss                                                                      $   (9,516)          $  (4,926)
                                                                        ------------------    ----------------
Other comprehensive (loss) income:
         Foreign currency translation losses                                        (124)               (355)
         Unrealized gains on hedging instruments                                       -                 127
         Income tax benefit related to other comprehensive income                     47                  80
                                                                        ------------------    ----------------
Other comprehensive loss, net of tax                                                 (77)               (148)
                                                                        ------------------    ----------------
Total comprehensive loss applicable to common stockholders                    $   (9,593)          $  (5,074)
                                                                        ==================    ================


3.  SEGMENT DISCLOSURES
    -------------------

The  Company  is in a single  line of  business  and  operates  in two  business
segments,  domestic and international.  The Company's  reportable segments offer
similar products;  however, the business units are managed separately due to the
geographic dispersion of their operations.  D&PL breeds,  produces,  delints and
conditions,  and markets  proprietary  varieties of cotton  planting seed in the
United States.  D&PL also breeds,  produces,  conditions and distributes soybean
planting seed in the United  States.  The  international  segment offers similar
cottonseed in several foreign  countries.  The Company  develops its proprietary
seed products  through  research and development  efforts  throughout the United
States and certain foreign countries.

The Company's chief  operating  decision maker utilizes  revenue  information in
assessing  performance  and making  overall  operating  decisions  and  resource
allocations.  Profit and loss  information  is  reported by segment to the chief
operating  decision maker and the Company's  Board of Directors.  The accounting
policies  of the  segments  are the same as those  described  in the  summary of
significant  accounting  policies in the Company's  Form 10-K filed for the year
ending  August 31,  2000 with  significant  changes  described  in Note 1 to the
financial statements.

Information about the Company's segments for the three months ended November 30,
1999 and November 30, 2000 is as follows (in thousands):

                                          Three Months Ended
                                          ------------------
                                  November 30,          November 30,
                                      1999                  2000
                                -----------------     -----------------
Net Sales
     Domestic                            $   442               $    80
     International                         4,107                 9,614
                                        $  4,549             $   9,694
                                =================     =================

Operating Income/(Loss)
     Domestic                           $ 10,033            $ (10,099)
     International                           814                 1,008
                                        $ 10,847            $  (9,091)
                                =================     =================


Material Changes in Assets:

Accounts  receivable  decreased  approximately  $167,670,000  to  $13,635,000 at
November  30,  2000 from  $181,305,000  at August 31,  2000.  This  decrease  is
primarily related to technology  sublicense  revenue  collections from Monsanto.
The  corresponding  royalty  payments to Monsanto  for the  Bollgard and Roundup
Ready  licensing  fees is  reflected in the  decrease of accrued  expenses  from
August 31, 2000 to November 30, 2000.

4.   RECENT ACCOUNTING PRONOUNCEMENTS
     --------------------------------

SFAS No. 133,  "Accounting for Derivative  Instruments and Hedging  Activities,"
establishes  accounting  and  reporting  standards for  derivative  instruments,
including certain derivative  instruments  embedded in other contracts,  and for
hedging  activities.  D&PL adopted  SFAS 133  effective  September 1, 2000.  The
adoption of this  statement did not have a material  impact on D&PL's results of
operations, financial position or cash flows.

Effective  September 1, 1999, the Company adopted the reporting  requirements of
SOP 98-5 which resulted in a write-off,  net of tax, of approximately $2,965,000
($0.08 per share).  The adjustment of  $2,965,000,  after income tax benefits of
$1,817,000 to apply  retroactively  the new method is included in income for the
first fiscal quarter of 2000.

In December  1999,  the SEC issued Staff  Accounting  Bulletin No. 101;  Revenue
Recognition in Financial  Statements ("SAB 101").  SAB 101 provides  guidance on
the recognition,  presentation and disclosure of revenue in financial statements
filed with the SEC. In June 2000,  the SEC issued an  amendment to SAB 101 which
allows  registrants  to wait until the fourth quarter of their first fiscal year
beginning  after  December 15, 1999 to implement SAB 101.  Therefore,  D&PL must
adopt the  requirements  of SAB 101 no later than June 1, 2001.  Management  has
determined  that the adoption of SAB 101 will not have a material  impact on the
Company's annual financial statements.






5.  INVENTORIES
    -----------

Inventories consisted of the following (in thousands):



                                            November 30,            August 31,             November 30,
                                                1999                   2000                    2000
                                           ----------------      ------------------     --------------------

                                                                                       
Finished goods                                  $   52,260             $    28,649              $    49,817
Raw materials                                       33,811                  11,327                   32,832
Growing crops                                          750                   1,744                      705
Supplies and other                                     745                   1,165                    1,040
                                           ----------------      ------------------     --------------------
                                                    87,566                  42,885                   84,394
Less reserves                                     (11,424)                 (7,607)                  (8,234)
                                           ----------------      ------------------     --------------------
                                                $   76,142             $    35,278              $    76,160
                                           ================      ==================     ====================


Substantially  all finished  goods and raw  material  inventory is valued at the
lower of average cost or market.  Growing  crops are  recorded at cost.  For the
three months ending  November 30, 2000, the Company  recorded no gains or losses
into earnings as a result of hedge  ineffectiveness  or  discontinuance  of cash
flow hedges.

6.  PROPERTY, PLANT AND EQUIPMENT
    -----------------------------

Property, plant and equipment consisted of the following (in thousands):




                                                   November 30,            August 31,              November 30,
                                                       1999                   2000                     2000
                                                 -----------------      ------------------       -----------------

                                                                                               
Land and improvements                                  $    4,198               $   4 046               $   4,020
Buildings and improvements                                 37,722                  37,759                  37,791
Machinery and equipment                                    45,961                  46,239                  47,260
Germplasm                                                   7,500                   7,500                   7,500
Breeder and foundation seed                                 2,000                   2,000                   2,000
Construction in progress                                    1,115                   4,444                   4,528
                                                 -----------------      ------------------       -----------------
                                                           98,496                 101,988                 103,099
Less accumulated depreciation                            (33,466)                (36,944)                (38,393)
                                                 -----------------      ------------------       -----------------
                                                       $   65,030              $   65,044              $   64,706
                                                 =================      ==================       =================


7.  CONTINGENCIES
    --------------

The Company and Monsanto are named as defendants in four pending  lawsuits filed
in the State of Texas. Two lawsuits were filed in Lamb County, Texas on April 5,
1999;  one lawsuit was filed in Lamb County,  Texas on April 14,  1999;  and one
lawsuit was filed in Hockley County,  Texas,  on April 21, 1999.  These lawsuits
were  removed  to the  United  States  District  Court,  Lubbock  Division,  but
subsequently  were  remanded  back to the state court where they were filed.  In
each case the plaintiff  alleges,  among other things,  that certain  cottonseed
acquired  from  Paymaster did not perform as the farmers had  anticipated  or as
allegedly  represented to them. This litigation is identical to seed arbitration
claims  previously  filed in the State of Texas,  which  were  concluded  in the
Company's  favor.  The  Company and  Monsanto  have  investigated  the claims to
determine  the cause or causes of the  alleged  problems  and they  appear to be
totally caused by environmental factors.

The Company and Monsanto were also named as defendants in one additional lawsuit
filed in the  State of Texas.  That  lawsuit  was  filed in the  106th  Judicial
District  Court of Gaines  County,  Texas,  on April 27, 2000.  In this case the
plaintiff alleges,  among other things,  that certain  cottonseed  acquired from
D&PL that contained the Roundup  Ready(R) gene did not perform as the farmer had
anticipated.  The Company and Monsanto are  investigating the claim to determine
the cause or causes of the alleged problem. Pursuant to the terms of the Roundup
Ready(R)  Agreement between D&PL and Monsanto,  D&PL has tendered the defense of
this claim to Monsanto and requested indemnity. Pursuant to the Roundup Ready(R)
Agreement,  Monsanto is  contractually  obligated  to defend and  indemnify  the
Company  against  all  claims  arising  out of  the  failure  of the  Roundup(R)
glyphosate  tolerance gene. D&PL will not have a right of  indemnification  from
Monsanto,  however,  for any claim involving defective varietal  characteristics
separate from or in addition to the herbicide tolerance gene and such claims are
contained in this litigation.

The  Company  and  Monsanto  are named as  defendants,  along with local seed or
technology distributors in sixteen lawsuits filed in Alabama. Four were filed in
Autauga  County,  three on March 23, 2000 and one on March 27, 2000;  three were
filed in Barbour  County,  two on October 19, 2000, and one on November 7, 2000;
three were filed in Chilton  County on March 22,  2000;  one was filed in Dallas
County on March 22, 2000;  one was filed in Elmore County on March 22, 2000; one
was filed in Escambia County on April 5, 2000; two were filed in Lowndes County,
one on March 14 and one on March 22, 2000; and one was filed in Wilcox County on
March 22, 2000.  These lawsuits,  with the exception of the Escambia and Barbour
County cases,  were removed to the United States  District  Court for the Middle
District of Alabama, but subsequently  remanded back to the state court in which
they were filed. In each case the plaintiff  alleges,  among other things,  that
certain  cottonseed  acquired  from D&PL,  which  contained  either the  Roundup
Ready(R) gene, the  Bollgard(R)  gene or both of such genes,  did not perform as
the farmers had anticipated or as allegedly  represented to them. These lawsuits
also  include  varietal  claims  based  solely at the  Company.  Twelve of these
lawsuits  were  earlier  filed  as seed  arbitration  claims  with  the  Alabama
Department of  Agriculture.  Eleven were dismissed for lack of  jurisdiction  by
that  entity,  the  case in  Escambia  County  was  heard  and the  Company  was
exonerated  from  liability.  The Company and  Monsanto  have  investigated  the
claims,  and are continuing to investigate the claims, to determine the cause or
causes of the alleged  problem.  Pursuant  to the terms of the Roundup  Ready(R)
Agreement between D&PL and Monsanto and the Bollgard(R) Gene Licensing Agreement
between  D&PL and  Monsanto,  D&PL has a right to be  contractually  indemnified
against all claims  arising out of the failure of  Monsanto's  gene  technology.
D&PL will not have a right to  indemnification,  however,  from Monsanto for any
claim  involving  varietal  characteristics  separate from or in addition to the
failure of the  Monsanto  technology  and such claims are  contained  in each of
these lawsuits.

The Company and Monsanto and various  retail seed  suppliers were named in three
pending lawsuits in the State of South Carolina.  One lawsuit was filed November
15, 1999, in the Beaufort Division of the United States District Court, District
of South  Carolina;  both other cases were filed on November  15,  1999,  in the
Court of Common Pleas of Hampton  County,  South  Carolina.  The two state court
lawsuits  were removed to the United States  District  Court for the District of
South Carolina but were  subsequently  remanded back to the state court in which
they were  filed.  In each of these  cases the  plaintiff  alleges,  among other
things,  that  certain  seed  acquired  from D&PL which  contained  the  Roundup
Ready(R)  gene  and/or the  Bollgard(R)  gene did not  perform as the farmer had
anticipated.  These  lawsuits also include  varietal  claims aimed solely at the
Company.  Two of these cases, one filed in Hampton County and the other filed in
the United States District Court seek class action  treatment for all purchasers
of certain D&PL varieties which contain the Monsanto technology. The Company and
Monsanto are  continuing  to  investigate  the claims to determine  the cause or
causes of the alleged  problem.  Pursuant  to the terms of the Roundup  Ready(R)
Agreement between D&PL and Monsanto and the Bollgard(R) Gene Licensing Agreement
between  D&PL and  Monsanto,  D&PL has a right to be  contractually  indemnified
against all claims  arising out of the failure of  Monsanto's  gene  technology.
D&PL will not have a right to  indemnification,  however,  from Monsanto for any
claim  involving  varietal  characteristics  separate from or in addition to the
failure of the  Monsanto  technology  and such claims are  contained  in each of
these lawsuits.

On July 18, 2000,  the Company and Monsanto were named in a lawsuit filed in the
United States District Court for the Eastern District of Arkansas.  This lawsuit
alleges that certain cottonseed  varieties  containing the Roundup Ready(R) gene
did not perform as promised and that the farmer suffered  damages as a result of
a lack of  tolerance  of his  growing  cotton  crop to  applications  of Roundup
herbicide.  This case was the subject of an earlier  claim filed before the Seed
Arbitration  Council  of  the  Arkansas  Department  of  Agriculture  which  was
dismissed.  The Company and Monsanto are investigating these claims to determine
the cause or causes of the alleged problem. Pursuant to the terms of the Roundup
Ready(R)  Agreement between D&PL and Monsanto,  D&PL has tendered the defense of
this claim to Monsanto and requested indemnity. Pursuant to the Roundup Ready(R)
Agreement,  Monsanto is  contractually  obligated  to defend and  indemnify  the
Company  against all claims arising out of the failure of the  Roundup(R)  Ready
gene. D&PL will not have a right to indemnification from Monsanto,  however, for
any claim  involving  defective  varietal  characteristics  separate  from or in
addition to the failure of the  herbicide  tolerance  gene,  and such claims are
contained in this complaint.

The Company was named in five lawsuits filed in the State of Mississippi.  Three
lawsuits  were filed in the Circuit  Court of Coahoma  County on  September  19,
2000;  one lawsuit was filed in Circuit Court of Leflore County on September 25,
2000;  and one  lawsuit  was filed in the  Circuit  Court of  Coahoma  County on
October 26, 2000.  These  lawsuits  allege that certain  cottonseed  sold by the
Company was  defective  and that as a result of the defect the farmers  suffered
lower than expected yields. The Company is presently  investigating these claims
to determine the cause or causes of the alleged problems.

In  October  1996,   Mycogen  Plant  Science,   Inc.  and   Agrigenetics,   Inc.
(collectively  "Mycogen")  filed a lawsuit in U.S.  District  Court in  Delaware
naming D&PL,  Monsanto and DeKalb  Genetics as  defendants  alleging that two of
Mycogen's patents have been infringed by the defendants by making,  selling, and
licensing seed that contains the Bollgard gene. The suit, which went to trial in
January 1998,  sought  injunctions  against alleged  infringement,  compensatory
damages,  treble  damages and  attorney's  fees and court costs. A jury found in
favor of D&PL and  Monsanto  on issues  of  infringement.  Mycogen  subsequently
re-filed a motion  for a new trial and for a  judgment  in favor of Mycogen as a
matter of law. The trial court has ruled in these motions holding for Mycogen on
certain  issues but  sustaining  the jury verdict in favor of D&PL and Monsanto.
Mycogen  has  appealed to the U.S.  Court of Appeals  for the  Federal  Circuit.
Pursuant to the terms of the Bollgard Agreement,  Monsanto is required to defend
D&PL against patent  infringement claims and indemnify D&PL against damages from
any patent infringement claims and certain other losses and costs.

In  December  1999,  Mycogen  filed a suit in the  Federal  Court  of  Australia
alleging  that  Monsanto  Australia  Ltd.,  Monsanto's  wholly-owned  Australian
subsidiary,  and Deltapine Australia Pty. Ltd., D&PL's  wholly-owned  Australian
subsidiary,  have been infringing two of Mycogen's Australian patents by making,
selling,  and licensing cotton planting seed expressing insect  resistance.  The
suit seeks  injunction  against  continued  sale of seed  containing  Monsanto's
Ingard(R) gene and recovery of an unspecified amount of damages.  The litigation
is currently in discovery. Consistent with its commitments,  Monsanto has agreed
to defend D&PL in this suit and to indemnify  D&PL against  damages,  if any are
awarded.  Monsanto is  providing  separate  defense  counsel  for D&PL.  D&PL is
assisting Monsanto to the extent reasonably necessary.

A corporation  owned by the son of the Company's former  Guatemalan  distributor
sued in 1989  asserting  that  the  Company  violated  an  agreement  with it by
granting  to another  entity an  exclusive  license in certain  areas of Central
America and southern  Mexico.  The suit seeks  damages of  5,300,000  Guatemalan
quetzales  (approximately  $678,000 at current exchange rates) and an injunction
preventing the Company from distributing seed through any other licensee in that
region.  The  Guatemalan  court,  where  this  action is  proceeding,  has twice
declined  to  approve  the  injunction  sought.  Management  believes  that  the
resolution  of the  matter  will not have a  material  impact  on the  Company's
consolidated financial statements.  The Company continues to offer seed for sale
in Guatemala.

In November  1999,  Bios  Agrosystems  S.A.  ("Bios"),  a former  distributor of
SureGrow brand cotton seed in Greece, brought suit in the U.S. District Court in
Delaware against D&PL International Technology, D&PL's subsidiary, to enjoin the
termination of its  distributorship  which was to become effective at the end of
November 1999. The suit demanded a declaratory  judgment that the termination is
not effective and compensatory  and punitive  damages for wrongful  termination.
Bios also filed a request for arbitration and a parallel suit seeking injunctive
relief in a Greek court.  In January 2000,  the U. S. District  Court denied the
request for an injunction to prevent  termination of Bios'  distributorship  and
subsequently enjoined Bios from proceeding with parallel litigation in the Greek
courts.  Bios has  appealed to the United  States Court of Appeals for the Third
Circuit, where the appeal remains pending. D&PL believes this litigation will be
resolved  without  material  effect on D&PL's combined  financial  condition and
without  interference  with the  distribution  of SureGrow  brand cotton seed in
Greece.

On July 18, 1996, the United States  Department of Justice,  Antitrust  Division
("USDOJ"),   served  a  Civil  Investigative  Demand  ("CID")  on  D&PL  seeking
information  and  documents  in  connection  with  its   investigation   of  the
acquisition  by D&PL of the stock of Arizona  Processing,  Inc.,  Ellis Brothers
Seed, Inc. and Mississippi Seed, Inc. (which own the outstanding common stock of
Sure Grow Seed,  Inc.). The CID states that the USDOJ is  investigating  whether
these  transactions may have violated the provisions of Section 7 of the Clayton
Act, 15 USC ss.18.  D&PL has  responded to the CID,  employees  were examined in
1997 by the USDOJ,  and D&PL is  committed to full  cooperation  with the USDOJ.
D&PL believes that it has  demonstrated  to the USDOJ that this  acquisition did
not  constitute a violation of the Clayton Act or any other  anti-trust  law. At
the  present  time,  the  ultimate  outcome  of  this  investigation  cannot  be
predicted.

On August 9, 1999, D&PL and Monsanto received Civil  Investigative  Demands from
the  USDOJ,  seeking  to  determine  whether  there  had been any  inappropriate
exchanges of information  between  Monsanto and D&PL or if any  acquisitions are
likely to have substantially  lessened competition in the sale or development of
cottonseed or cottonseed  genetic traits.  In September 1999, D&PL complied with
the USDOJ's request for information and documents in the 1999 CID. The USDOJ has
taken no further action directed toward D&PL in connection with the 1999 CID.

On December  20,  1999,  Monsanto  withdrew its  pre-merger  notification  filed
pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR Act")
effectively  terminating  Monsanto's efforts to gain government  approval of the
merger. On December 30, 1999, the Company filed suit (the "December 30 Suit") in
the First Judicial District of Bolivar County, Mississippi,  seeking among other
things,  the  payment of the $81  million  termination  fee due  pursuant to the
merger agreement,  compensatory damages of $1 billion and punitive damages in an
amount to be proved at trial for  Monsanto's  breach of contract.  On January 2,
2000,  the Company and Monsanto  reached an agreement  whereby the Company would
withdraw  the  December 30 Suit,  and  Monsanto  would  immediately  pay the $81
million.  The parties  agreed to negotiate in good faith over the  following two
weeks and Monsanto agreed to make members of its senior management  available to
conduct such negotiations.  It was also agreed that if no consensual  resolution
was reached, the lawsuit brought by the Company would be re-filed. On January 3,
2000,  Monsanto paid to the Company a termination fee of $81 million as required
by the merger  agreement.  On January  18,  2000,  the  Company  re-filed a suit
reinstating  essentially  all of the  allegations  contained  in the December 30
Suit.








8.  EARNINGS PER SHARE
    ------------------

Earnings Per Share
Basic and diluted EPS are the same due to the Company reporting a net loss in it
first fiscal quarter in 2000 and 2001.



                                                                  For the Three Months
                                                                  --------------------
                                                                   Ended November 30,
                                                                   ------------------
                                                                                  
Basic And Diluted Earnings per Share:
Net loss per share before cumulative effect of
         accounting change                                      $    (0.17)         $    (0.13)
Cumulative effect of accounting change                               (0.08)                   -
                                                            ---------------     ---------------

Net loss                                                        $    (0.25)         $    (0.13)
                                                            ===============     ===============

Number of shares used in basic and diluted earnings
         per share calculations                                      38,662              38,386
                                                            ===============     ===============
Dividends per common share                                       $     0.03          $     0.03
                                                            ===============     ===============



The table below  reconciles  the basic and diluted  per share  computations  for
income before the cumulative effect of a change in accounting principle:



                                                              For the Three Months
                                                              --------------------
                                                               Ended November 30,
                                                               ------------------
                                                                 1999                 2000
                                                            ----------------    -----------------
                                                                                  
Income
    Net loss before cumulative
       effect of accounting change                              $  (6,551)          $   (4,926)
    Less:  Preferred stock dividends                                  (24)                 (32)
                                                          -----------------    -----------------
    Basic and diluted EPS:
    Net loss before cumulative effect of accounting
         change available to common stockholders                $  (6,575)           $  (4,958)
                                                          =================    =================
Shares
    Basic and diluted EPS shares                                    38,662               38,386
                                                          =================    =================
Per Share Amounts
    Basic and diluted net loss before cumulative
        effect of accounting change available to
        common stockholders                                      $  (0.17)            $  (0.13)
                                                          =================    =================



PART I.

Item 2. Management's  Discussion And Analysis Of Financial Condition And Results
     Of Operations

Overview
--------

Due to the seasonal  nature of the Company's  business,  D&PL  typically  incurs
losses  in its first and  fourth  fiscal  quarters  since  the  majority  of the
Company's domestic sales are made in its second and third quarters. Sales in the
first and fourth quarters are generally  limited to those made to smaller export
markets and those made by the Company's non-U.S. joint ventures and subsidiaries
located primarily in the Southern hemisphere.

Revenues from domestic seed sales are generally recognized when seed is shipped.
Revenues from Bollgard and Roundup Ready  licensing fees are based on the number
of acres expected to be planted with such seed and are recognized  when the seed
is shipped.  The licensing  fees charged to farmers is based on  pre-established
planting rates for eight such regions and the estimated number of seed contained
in each bag which  may vary by  variety,  location  grown,  and  other  factors.
Revenue is recognized  based on the established  technology fee per unit shipped
to each geographic region. International export revenues are recognized upon the
later of when seed is  shipped  or the date  letters  of credit  are  confirmed.
Generally,  international  export  sales are not  subject to  return.  All other
international  revenues from the sale of planting seed, less estimated  reserves
for returns, are recognized when the seed is shipped.

All of the  Company's  domestic seed  products  (including  Bollgard and Roundup
Ready  technologies)  are  subject to return or credit,  which vary from year to
year. The annual level of returns and,  ultimately,  net sales are influenced by
various factors,  principally  commodity prices and weather conditions occurring
in the spring planting  season during the Company's  third and fourth  quarters.
The Company provides for estimated  returns as sales occur. To the extent actual
returns differ from estimates,  adjustments to the Company's  operating  results
are recorded  when such  differences  become  known,  typically in the Company's
fourth  quarter.  All  significant  returns occur or are accounted for by fiscal
year end.

The reported net loss for the quarter ended  November 30, 2000 of $4,926,000 was
less than the loss of $9,516,000  reported in the comparable  prior year quarter
due primarily to increased  sales by the  Company's  non-U.S.  subsidiaries  and
joint ventures and a significant increase in interest income earned.

Results of Operations
---------------------

The following sets forth selected operating data of the Company (in thousands):



                                                                      For the Three Months
                                                                      --------------------
                                                                       Ended November 30
                                                                       -----------------
                                                                     1999            2000
                                                                 -----------    -----------
                                                                                
Operating results -
Net sales and licensing fees                                        $ 4,549         $ 9,694
Gross profit                                                            301           2,295
Operating expenses:
     Research and development                                         4,358           4,157
     Selling                                                          3,239           3,128
     General and administrative                                       3,084           3,941
     Unusual charges related to terminated                              467             160
merger
Operating loss                                                     (10,847)         (9,091)
Loss before income taxes and cumulative
effect                                                             (10,566)         (7,579)
     of accounting change
Net loss applicable to common shares
before                                                              (6,575)         (4,958)
     accounting change


The following  sets forth  selected  balance sheet data of the Company as of the
following periods (in thousands):



                                                 November 30,           August 31,           November 30,
                                                     1999                  2000                  2000
                                               -----------------     -----------------     ------------------
                                                                                           
Balance sheet summary-
Current assets                                     $    104,642           $   313,701           $    185,647
Current liabilities                                      65,953               215,315                 91,760
Working capital                                          38,689                98,386                 93,887
Property, plant and equipment, net                       65,030                65,044                 64,706
Total assets                                            181,679               390,134                261,429
Outstanding borrowings                                   23,681                 4,482                  6,269
Stockholders' equity                                     79,734               159,628                153,318



Three months ended  November 30, 1999,  compared to three months ended  November
30, 2000:

Net sales and  licensing  fees  increased  approximately  $5.2  million  to $9.7
million  from $4.5  million.  The  increase in net sales and  licensing  fees is
primarily  the result of increased  sales by the  Company's  joint  ventures and
increased sales by the Company's Australian subsidiary.

Operating  expenses  increased from $10.7 million in the first fiscal quarter of
2000 to $11.2 million in fiscal 2001. This increase is primarily attributable to
higher professional fees partially offset by lower contract research expense.

The Company  reported net interest  income of $0.08  million in the first fiscal
quarter of 2000  compared to net  interest  income of $2.0  million in the first
fiscal quarter of 2001.


On May 8, 1998,  the  Company  entered  into a merger  agreement  with  Monsanto
Company  ("Monsanto"),  pursuant to which the  Company  would be merged with and
into  Monsanto.   On  December  20,  1999,   Monsanto  withdrew  its  pre-merger
notification filed pursuant to the Hart-Scott-Rodino  Antitrust Improvements Act
of  1976  ("HSR  Act")  effectively   terminating  Monsanto's  efforts  to  gain
government  approval of the merger. On December 30, 1999, the Company filed suit
(the  "December  30 suit") in the First  Judicial  District  of Bolivar  County,
Mississippi,  seeking,  among  other  things,  the  payment  of the $81  million
termination fee due pursuant to the merger agreement, compensatory damages of $1
billion and punitive  damages in an amount to be proved at trial for  Monsanto's
breach of  contract.  On January 2, 2000,  the Company and  Monsanto  reached an
agreement  whereby the Company would withdraw the December 30 suit, and Monsanto
would  immediately pay the $81 million.  The parties agreed to negotiate in good
faith over the  following  two weeks and Monsanto  agreed to make members of its
senior  management  available to conduct such  negotiations.  It was also agreed
that if no consensual resolution was reached, the lawsuit brought by the Company
would  be  re-filed.  On  January  3,  2000,  Monsanto  paid  to the  Company  a
termination fee of $81 million as required by the merger  agreement.  On January
18,  2000,  the  Company  re-filed  a suit  reinstating  essentially  all of the
allegations contained in the December 30 suit.


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

The seasonal nature of the Company's  business  significantly  impacts cash flow
and working capital requirements.  The Company maintains credit facilities, uses
early  payments  by  customers  and uses cash from  operations  to fund  working
capital needs. For more than 18 years D&PL has borrowed on a short-term basis to
meet seasonal working capital needs.

In the United States, D&PL purchases seed from contract growers in its first and
second fiscal quarters. Seed conditioning,  treating and packaging commence late
in the first  fiscal  quarter and  continue  through the third  fiscal  quarter.
Seasonal  borrowings  normally  commence in the first fiscal quarter and peak in
the third fiscal quarter.  Loan  repayments  normally begin in the middle of the
third fiscal quarter and are typically  completed by the first fiscal quarter of
the following  year.  D&PL also offers  customers  financial  incentives to make
early payments. To the extent D&PL attracts early payments from customers,  bank
borrowings under the credit facility are reduced.

The Company records receivables for licensing fees on Bollgard and Roundup Ready
seed sales as the seed is  shipped,  usually in the  Company's  second and third
quarters.  The Company has contracted the billing and collection  activities for
Bollgard  and Roundup  Ready  licensing  fees to  Monsanto.  In  September,  the
technology fees are due at which time D&PL receives payment from Monsanto.  D&PL
then pays  Monsanto  its royalty for the Bollgard  and Roundup  Ready  licensing
fees.

In April 1998, the Company  entered into a syndicated  credit  facility with its
existing  lender  and  two  other  financial  institutions  which  provides  for
aggregate borrowings of $110 million.  This agreement provides a base commitment
of $55 million and a seasonal commitment of $55 million.  The base commitment is
a long-term loan that may be borrowed upon at any time and is due April 1, 2001.
The seasonal  commitment  is a working  capital loan that may be drawn upon from
September 1 through  June 30 of each fiscal year and expires  April 1, 2001.  In
addition,  the lead lender has approved a $25.0 million  credit line that can be
activated by the Company as needed.  Each  commitment  offers variable and fixed
interest  rate options and  requires  the Company to pay facility or  commitment
fees and to comply  with  certain  financial  covenants.  The  Company had $55.0
million  available for  borrowing  under the base  commitment  and $55.0 million
available for borrowing under the seasonal commitment at November 30, 2000.

The financial  covenants under the loan  agreements  require the Company to: (a)
maintain a ratio of total  liabilities  to  tangible  net worth at August 31, of
less than or equal to 2.25 to 1 (4.0 to 1.0 at the Company's other quarter ends)
(b) maintain a fixed  charge  ratio at the end of each  quarter  greater than or
equal to 2.0 to 1.0 and (c) maintain at all times tangible net worth of not less
than the sum of (i) $40  million  plus (ii) 50% of net income  (but not  losses)
determined on the last day of each fiscal  quarter,  commencing  with August 31,
1998. At November 30, 2000, the Company was in compliance with these covenants.

Capital expenditures for the first fiscal quarter of 2001 were $1.4 million. The
Company  anticipates  that domestic capital  expenditures  will approximate $8.0
million in 2001,  excluding  expected  capital  expenditures  for foreign  joint
ventures.  Capital expenditures in 2001 for international  ventures are expected
to range from $2.0 million to $3.0  million  depending on the timing and outcome
of such projects.  Capital  expenditures will be funded by cash from operations,
borrowings or investments from joint venture partners, as necessary.

Cash provided from  operations,  early  payments from  customers and  borrowings
under the loan agreement should be sufficient to meet the Company's 2001 working
capital needs.

In the  first  quarter  of fiscal  2001,  the Board of  Directors  authorized  a
quarterly  dividend of $0.03 per share,  which was paid December 15, 2000 to the
stockholders of record on November 30, 2000. The Board of Directors  reviews the
Company's  dividend  policy  quarterly.  The Board of  Directors  increased  the
quarterly dividend to $0.04 per share (a 33% increase)  effective for the second
quarter  dividend to be paid on March 12, 2001, to the shareholders of record on
February 28, 2001,

In the  second  quarter  of  2000,  the  Board  of  Directors  approved  a Stock
Repurchase Plan pursuant to which the Company expects to spend up to $50 million
to repurchase its outstanding  common stock. The shares repurchased will be used
for stock issuance is pursuant to the Company's stock option plans, the expected
conversion  of  the  outstanding  convertible  Preferred  Stock  and  for  other
corporate  purposes.  During the quarter ended November 30, 2000, no shares were
re-purchased by D&PL.

PART II.   OTHER INFORMATION

Item 1.  Legal Proceedings

See Part I, Item 1, Footnote 6

Item 4.  Submission of Matters to a Vote of Security Holders

Not applicable

Item 5.  Business

Domestic
--------

Delta and Pine Land Company, a Delaware corporation, and subsidiaries ("D&PL" or
the "Company") is primarily  engaged in the breeding,  production,  conditioning
and  marketing of  proprietary  varieties of cotton  planting seed in the United
States  and  other  cotton  producing  nations.  D&PL  also  breeds,   produces,
conditions and distributes soybean planting seed in the United States.

Since 1915, D&PL has bred,  produced and/or marketed upland picker  varieties of
cotton planting seed for cotton varieties that are grown primarily east of Texas
and in Arizona.  The Company has used its  extensive  classical  plant  breeding
programs to develop a gene pool  necessary for producing  cotton  varieties with
improved  agronomic  traits  important  to farmers,  such as crop yield,  and to
textile manufacturers, such as enhanced fiber characteristics.

In 1980,  D&PL added soybean seed to its product line. In 1996,  D&PL  commenced
commercial  sales in the  United  States  of  cotton  planting  seed  containing
Bollgard(R)  gene  technology  licensed from Monsanto which  expresses a protein
toxic to certain lepidopteran insects. Since 1997, D&PL has marketed in the U.S.
cotton   planting  seed  that  contains  a  gene  that  provides   tolerance  to
glyphosate-based herbicides ("Roundup Ready(R) Cotton"). In 1997, D&PL commenced
commercial  sales in the U.S. of soybean planting seed that contains a gene that
provides tolerance to glyphosate-based herbicides ("Roundup Ready Soybeans"). In
1998,  D&PL  commenced  sales of  cottonseed  of varieties  containing  both the
Bollgard and Roundup Ready gene technologies.

International
-------------

During the 1980's, as a component of its long-term growth strategy,  the Company
began to market its  products,  primarily  cottonseed,  internationally.  Over a
period of years,  the Company has  strengthened  and expanded its  international
staff  in order to  support  its  expanding  international  business,  primarily
through joint ventures.  In foreign  countries,  cotton acreage is often planted
with  farmer-saved  seed which has not been  delinted  or treated  and is of low
overall quality.  Management believes that D&PL has an attractive opportunity to
penetrate  foreign  markets  because of its widely  adaptable,  superior  cotton
varieties,  technological  know-how in producing and  conditioning  high-quality
seed and brand name  recognition.  Furthermore,  in many  countries the Bollgard
gene  technology  and Roundup  Ready gene  technology  licensed from Monsanto is
effective and could bring value to farmers.

D&PL sells its products in foreign  countries  through (i) export sales from the
U.S.,  (ii)  direct   in-country   operations  and  to  a  lesser  degree  (iii)
distributors  or licensees.  The method varies and evolves,  depending  upon the
Company's  assessment of the  potential  size and  profitability  of the market,
governmental policies,  currency and credit risks,  sophistication of the target
country's  agricultural  economy, and costs (as compared to risks) of commencing
physical  operations in a particular  country.  Prior to 1999, a majority of the
Company's  international  sales  resulted  from  exports  from the  U.S.  of the
Company's  products rather than direct  in-country  operations.  In 1999, direct
in-country  operations  through  joint  ventures  or  subsidiaries   (primarily,
Argentina,  Australia,  Brazil, China, and South Africa) comprised over one-half
of total international sales which represented approximately 10% of consolidated
sales.  In 2000 and the first  quarter of 2001,  the  majority of  international
sales came from joint ventures and export sales,  (primarily  China,  Australia,
Greece, and South Africa).

Joint Ventures
--------------

D&M  International,  LLC, is a venture through which D&PL (the managing  member)
and  Monsanto  plan  to  introduce,  in  combination,  cotton  planting  seed in
international  markets  combining  D&PL's acid  delinting  technology  and elite
germplasm  and  Monsanto's  Bollgard  and Roundup  Ready gene  technologies.  In
November 1995, D&M International,  LLC formed a subsidiary,  D&PL China Pte Ltd.
("D&PL  China").  In November  1996,  D&PL China  formed  with  parties in Hebei
Province,  one of the major cotton producing regions in the People's Republic of
China,  Hebei Ji Dai  Cottonseed  Technology  Company Ltd.  ("Ji Dai"),  a joint
venture controlled by D&PL China. In June 1997, Ji Dai commenced construction of
a cottonseed  conditioning and storage facility in Shijiazhuang,  Hebei,  China,
under terms of the joint  venture  agreement.  The new facility was completed in
December 1997 and seed processing and sales commenced in 1998.

In December 1997,  D&M  International,  LLC,  formed a joint venture with Ciagro
S.R.L.  ("Ciagro"), a distributor of agricultural inputs in the Argentine cotton
region,  for the  production and sale of genetically  improved  cottonseed.  CDM
Mandiyu S.R.L., is owned 60% by D&M  International,  LLC, and 40% by Ciagro. CDM
Mandiyu  S.R.L.  has been  licensed  to sell D&PL  cotton  varieties  containing
Monsanto's Bollgard gene technology.  Sales of such varieties commenced in 1999.
Future  plans  include  the  production  and sale of  Roundup  Ready  cottonseed
varieties pending government approval.

In July 1998,  D&PL China and the Anhui  Provincial  Seed  Corporation  formed a
joint  venture,  Anhui An Dai Cotton Seed  Technology  Company,  Ltd. ("An Dai")
which is  located  in Hefei  City,  Anhui,  China.  Under the terms of the joint
venture agreement, the newly formed entity will produce, condition and sell acid
delinted D&PL varieties of cottonseed which contain Monsanto's Bollgard gene. In
the fall of 1998, An Dai harvested  sufficient  seed from seed plots in Anhui to
plant up to 250,000  acres.  The joint  venture  did not  receive  authority  to
operate  from the Chinese  government  until after the 1999  selling  season was
completed.  Commercial  sales of D&PL cotton  varieties  containing the Bollgard
gene technology began in 2000.

In November 1998, D&M International LLC and Maeda  Administracao e Participacoes
Ltda, an affiliate of Agropem - Agro Pecuria Maeda S.A.,  formed a joint venture
in Minas Gerais,  Brazil. The new company,  MDM Maeda Deltapine Monsanto Algodao
Ltda.  ("MDM"),  produces,  conditions and sells acid-delinted D&PL varieties of
cotton   planting  seed.  MDM  produced  and  delinted   enough   cottonseed  of
conventional  varieties  in 1999 to  plant up to  900,000  acres.  In 2000,  the
Company began selling D&PL  conventional  cotton  varieties and first year sales
accounted  for more than 20% of cotton  acreage  planted  in  Brazil.  The newly
formed company will introduce  transgenic  cottonseed  varieties containing both
Bollgard and Roundup Ready gene  technologies in the Brazilian market as soon as
government approvals are obtained.

Subsidiaries
------------

The Company's operations in Groblersdal,  South Africa and Catamarca,  Argentina
process foundation seed grown in these countries. The use of Southern Hemisphere
winter  nurseries and seed production  programs such as these can accelerate the
introduction of new varieties because D&PL can raise at least two crops per year
by taking  advantage  of the Southern  Hemisphere  growing  season.  The Company
maintains a winter nursery in Canas,  Costa Rica and has completed  construction
of a delinting  plant there to process  foundation seed for export to the United
States.  Multiple  winter nursery  locations are used to manage seed  production
risks.

Deltapine  Australia  Pty. Ltd., a wholly owned  Australian  subsidiary of D&PL,
conducts  breeding,  production,  conditioning  and marketing of cotton planting
seed in Australia.  Certain varieties developed in Australia are well adapted to
other Southern  Hemisphere cotton producing  countries and Australian  developed
varieties  are  exported  to  these  areas.  The  Company  sells  seed  of  both
conventional  and transgenic  varieties in Australia.  The Company,  through its
Australian  operations,  is identifying smaller potential export markets for the
Company's products throughout  Southeast Asia. The adaptability of the Company's
germplasm must be evaluated in the target markets before such sales can be made.
The recent  instability of the economies in some of the countries in this region
will make rapid market development more difficult.

Employees
---------

As of October 31, 2000, the Company  employed a total of 583 full time employees
worldwide  excluding an estimated  86  employees of joint  ventures.  Due to the
nature of the business, the Company utilizes seasonal employees in its delinting
plants and its research and  foundation  seed  programs.  The maximum  number of
seasonal employees approximates 300 and typically occurs in October and November
of each year. The Company considers its employee relations to be good.

Acquisitions
------------

In 1996, D&PL acquired Ellis Brothers Seed, Inc., Arizona  Processing,  Inc. and
Mississippi  Seed,  Inc.,  which own the  outstanding  common stock of Sure Grow
Seed,  Inc.,  (the  "Sure  Grow  Companies")  in  exchange  for stock  valued at
approximately  $70 million on the day of  closing.  D&PL  exchanged  2.8 million
shares of its common stock (after all stock splits) for all  outstanding  shares
of the three companies.  The merger was accounted for as a pooling-of-interests.
The Company  continues to market upland picker  cottonseed  varieties  under the
Sure Grow brand. Additionally, the Sure Grow breeding program has full access to
Monsanto's Bollgard and Roundup Ready gene technologies.

In 1996, the Company acquired Hartz Cotton,  Inc. from Monsanto,  which included
inventories of cotton planting seed of Hartz upland picker varieties, germplasm,
breeding stocks,  trademarks,  trade names and other assets,  for  approximately
$6.0 million.  The consideration  consisted primarily of 1,066,667 shares (after
all stock splits) of the Company's  Series M  Convertible  Non-Voting  Preferred
Stock.

In 1994,  D&PL acquired the Paymaster and Lankart cotton  planting seed business
("Paymaster"),   for  approximately   $14.0  million.   Since  the  1940's,  the
Paymaster(R)  and  Lankart(R)  upland  stripper  cottonseed  varieties have been
developed  for and  marketed  primarily in the High Plains of Texas and Oklahoma
(the  "High   Plains").   Although  the  Paymaster   varieties  are  planted  on
approximately  80% of the estimated 4.0 to 5.0 million  cotton acres in the High
Plains, only a portion of that seed is actually sold by Paymaster.  Farmer-saved
seed accounts for a significant  portion of the seed needed to plant the acreage
in this  market  area.  Prior to 1997,  the seed  needed to plant the  remaining
acreage was sold by Paymaster  and its 12 sales  associates  through a certified
seed  program.  Under this program,  Paymaster  sold parent seed to its contract
growers who  planted,  produced  and  harvested  the progeny of the parent seed,
which Paymaster then purchased from the growers.  The progeny of the parent seed
was  then  sold by  Paymaster  to the  sales  associates  who in turn  delinted,
conditioned,  bagged  and  sold  it to  others  as  certified  seed.  The  sales
associates  paid a royalty to Paymaster on  certified  seed sales.  Beginning in
fiscal 1997, the certified  seed program was  discontinued  and the Company,  in
addition to producing parent seed, commenced delinting, conditioning and bagging
finished  seed.  Unconditioned  seed is also  supplied  by D&PL to two  contract
processors  who delint,  condition and bag seed for a fee. This finished seed is
sold by Paymaster to distributors and dealers.

The Company acquired, in 1994, from the Supima Association of America ("Supima")
certain  planting seed inventory,  the right to use the Supima(R) trade name and
trademark  and the right to distribute  Pima  extra-long  staple  (fiber-length)
cotton varieties. D&PL also entered into a research agreement with a third party
to develop Pima  varieties  that allows D&PL the right of first  refusal for any
Pima varieties developed under this program. Pima seed is produced,  conditioned
and sold by D&PL to distributors and dealers.

Biotechnology
-------------

Collaborative  biotechnology  licensing  agreements,  which were  executed  with
Monsanto in 1992 and  subsequently  revised in 1993 and amended and  restated in
1996 and further amended in December 1999, provide for the  commercialization of
Monsanto's Bollgard ("Bacillus thuringiensis" or "Bt") gene technology in D&PL's
varieties in the United States.  The selected Bt is a bacterium  found naturally
in soil  and  produces  proteins  toxic  to  certain  lepidopteran  larvae,  the
principal  cotton  pests  in many  cotton  growing  areas.  Monsanto  created  a
transgenic  cotton plant by inserting  Bt genes into cotton plant  tissue.  This
transgenic  plant tissue is lethal to certain  lepidopteran  larvae that consume
it. The gene and related  technology  were  patented or licensed  from others by
Monsanto  and were  licensed to D&PL for use under the trade name  Bollgard.  In
D&PL's  primary  markets,  the  cost  of  insecticides  is  the  largest  single
expenditure  for many  cotton  growers.  The insect  resistant  capabilities  of
transgenic  cotton  containing  the  Bollgard  gene may  reduce  the  amount  of
insecticide  required  to be  applied  by cotton  growers  using  planting  seed
containing  the Bollgard  gene. In October 1995,  Monsanto was notified that the
United States Environmental  Protection Agency ("EPA") had completed its initial
registration  of the  Bollgard  gene  technology,  thus  clearing  the  way  for
commercial  sales of seed  containing  the  Bollgard  gene.  In 1996,  D&PL sold
commercially  for the first time two Deltapine  varieties,  which  contained the
Bollgard  gene,  in  accordance  with the terms of the Bollgard Gene License and
Seed  Services  Agreement  (the  "Bollgard  Agreement")  between the Company and
Monsanto.  This  initial EPA  registration  had been set to expire on January 1,
2001 but has been updated to expire January 1, 2002, at which time the EPA will,
among  other  things,  reevaluate  the  effectiveness  of the insect  resistance
management plan and decide whether to convert the registration to a non-expiring
(and/or unconditional) registration.

Pursuant to the terms of the Bollgard Agreement,  farmers must buy a limited use
sublicense for the technology from D&M Partners, a partnership of D&PL (90%) and
Monsanto  (10%),  in  order  to  purchase  seed  containing  the  Bollgard  gene
technology.  The distributor/dealers who coordinate the farmer licensing process
receive a service payment not to exceed 20% of the technology  sublicensing fee.
After the dealers and distributors are compensated, D&M Partners pays Monsanto a
royalty equal to 71% of the net sublicense  fee  (technology  sublicensing  fees
less  distributor/dealer  payments) and D&PL retains 29% for its  services.  The
license  agreement  continues  until the later of the  expiration  of all patent
rights or October  2008.  D&M  Partners  contracts  the billing  and  collection
activities for Bollgard and Roundup Ready licensing fees to Monsanto.

Pursuant to the Bollgard  Agreement,  Monsanto  must defend and  indemnify  D&PL
against claims of patent infringement,  including all damages awarded or amounts
paid in  settlements.  Monsanto  must also  indemnify  D&PL  against a) costs of
inventory and b) lost profits on inventory which becomes  unsaleable  because of
patent  infringement  claims.  Monsanto  must  defend  any  claims of failure of
performance of a Bollgard gene.  Monsanto and D&PL share the cost of any product
performance claims in proportion to each party's share of the royalty. Indemnity
from Monsanto only covers performance claims involving failure of performance of
the Bollgard gene and not claims arising from other causes.

In February  1996,  the Company and  Monsanto  executed  the Roundup  Ready Gene
License and Seed  Services  Agreement  (the  "Roundup  Ready  Agreement")  which
provides for the commercialization of Roundup Ready cottonseed.  Pursuant to the
collaborative biotechnology licensing agreements executed in 1996 and amended in
December 1999,  D&PL has also  developed  transgenic  cotton  varieties that are
tolerant to Roundup,  a  glyphosate-based  herbicide sold by Monsanto.  In 1996,
such Roundup Ready plants were approved by the Food and Drug Administration, the
USDA,  and the EPA.  The Roundup  Ready  Agreement  grants a license to D&PL and
certain of its affiliates  the right in the United States to sell  cottonseed of
D&PL's varieties that contain  Monsanto's  Roundup Ready gene. The Roundup Ready
gene makes cotton plants tolerant to contact with Roundup herbicide.  Similar to
the Bollgard Agreement, farmers must execute limited use sublicenses in order to
purchase seed  containing the Roundup Ready Gene. The  distributors/dealers  who
coordinate  the farmer  licensing  process  receive a portion of the  technology
sublicensing  fee.  D&PL's  portion of the Roundup Ready  technology  fee varies
depending on the  technology fee per acre  established by Monsanto.  In 1999 and
2000,  D&M  Partners  paid  Monsanto  approximately  70%  of the  Roundup  Ready
technology fees and D&PL retained the remaining 30%.

Pursuant to the Roundup Ready Agreement, Monsanto must defend and indemnify D&PL
against claims of patent infringement,  including all damages awarded or amounts
paid in  settlements.  Monsanto  will also  indemnify  D&PL  against the cost of
inventory that becomes  unsaleable  because of patent  infringement  claims, but
Monsanto  is not  required  to  indemnify  D&PL  against  lost  profits  on such
unsaleable  seed.  In contrast  with the Bollgard Gene License where the cost of
gene  performance  claims  will be  shared  in  proportion  to the  division  of
sublicense  revenue,  Monsanto  must  defend  and must bear the full cost of any
claims of failure of performance of the Roundup Ready Gene. In both  agreements,
generally,  D&PL  is  responsible  for  varietal/seed  performance  issues,  and
Monsanto is responsible for failure of the genes.

In 2000,  the Company had for sale 107  varieties  as cotton  planting  seed for
either commercial or experimental  purposes. Of those varieties,  16 contain the
Bollgard  gene  technology,  20 contain the Roundup  Ready gene  technology,  21
contain both gene technologies, and 50 are conventional varieties.

In February  1997,  the Company and Monsanto  executed the Roundup Ready Soybean
License Agreement (the "Roundup Ready Soybean Agreement") which provides for the
commercialization  of Roundup Ready soybean seed and has  provisions  similar to
the Roundup Ready Agreement for cottonseed.

On July 27, 1999,  United States  Patent No.  5,929,300 was issued to the United
States of America as represented by the Secretary of Agriculture (USDA) entitled
POLLEN BASED  TRANSFORMATION  SYSTEM  USING SOLID  MEDIA.  D&PL has an option to
obtain a license for pollen  transformation,  subject to certain rights reserved
to the USDA. D&PL has notified the USDA of its intention to exercise its rights.
The patent covers transformation of plants.

In March 1998,  D&PL was granted  United States Patent No.  5,723,765,  entitled
CONTROL OF PLANT GENE  EXPRESSION.  This patent is owned jointly by D&PL and the
United States of America,  as represented by the Secretary of  Agriculture.  The
patent broadly covers plants and seed, both transgenic and conventional,  of all
species for a system designed to allow control of progeny seed viability without
harming  the  crop.  One  application  of the  technology  could  be to  control
unauthorized  planting of seed of proprietary varieties (sometimes called "brown
bagging") by making such practice  non-economic  since  unauthorized  saved seed
will not  germinate,  and would be  useless  for  planting.  The  patent has the
prospect of opening significant worldwide seed markets to the sale of transgenic
technology in varietal  crops in which crop seed  currently is saved and used in
subsequent  seasons as planting seed.  D&PL has stated it intends that licensing
of this technology will be made widely available to other seed companies.

Both patents were  developed  from a research  program  conducted  pursuant to a
Cooperative  Research  and  Development  Agreement  between  D&PL  and the  U.S.
Department of Agriculture's Agricultural Research Service in Lubbock, Texas. The
technologies  resulted from basic research and will require further development,
which is already  underway,  in order to be used in commercial seed. The Company
estimates  that it will be several  years  before  these  technologies  could be
available commercially.

Since  1987,  D&PL has  conducted  research to develop  soybean  plants that are
tolerant to certain  DuPont ALS(R)  herbicides.  Such plants  enable  farmers to
apply these  herbicides  for weed control  without  significantly  affecting the
agronomics  of the  soybean  plants.  Since  soybean  seed  containing  the  ALS
herbicide-tolerant trait was not genetically engineered,  sale of this seed does
not require  government  approval,  although the herbicide to which they express
tolerance must be EPA approved.

The Company has license, research and development,  confidentiality and material
transfer  agreements with providers of technology that the Company is evaluating
for potential  commercial  applications  and/or  introduction.  The Company also
contracts  with third parties to perform  research on the  Company's  behalf for
enabling  and  other  technologies  that the  Company  believes  have  potential
commercial applications in varietal crops around the world.

Commercial Seed
---------------

Seed of all commercial plant species is either varietal or hybrid. D&PL's cotton
and soybean seed are  varietals.  Varietal  plants can be  reproduced  from seed
produced by a parent  plant,  with the offspring  exhibiting  only minor genetic
variations.  The Plant  Variety  Protection  Act of 1970, as amended in 1994, in
essence prohibits,  with limited  exceptions,  purchasers of varieties protected
under the amended Act from selling seed harvested from these  varieties  without
permission  of the plant  variety  protection  certificate  owner.  Some foreign
countries provide similar legal protection for breeders of crop varieties.

Although  cotton is varietal  and,  therefore,  can be grown from seed of parent
plants saved by the growers,  most farmers in D&PL's  primary  domestic  markets
purchase seed from commercial  sources each season because  cottonseed  requires
delinting  prior to seed  treatment  with  chemicals  and in order to be sown by
modern planting  equipment.  Delinting and  conditioning may be done either by a
seed company on its  proprietary  seed or by independent  delinters for farmers.
Modern  cotton  farmers in upland picker areas  generally  recognize the greater
assurance of genetic purity,  quality and convenience that professionally  grown
and  conditioned  seed offers  compared  to seed they might save.  Additionally,
Federal patent law makes unlawful any  unauthorized  planting of seed containing
patented genetic technology saved from prior crops.

In connection with its seed operations,  the Company farms  approximately  2,600
acres in the U.S.,  primarily for research purposes and for production of cotton
and soybean  foundation  seed.  The Company has annual  agreements  with various
growers to produce seed for cotton and  soybeans.  The growers plant parent seed
purchased from the Company and follow quality assurance  procedures required for
seed production.  If the grower adheres to established Company quality assurance
standards  throughout the growing season and if the seed meets Company standards
upon  harvest,  the  Company may be  obligated  to  purchase  specified  minimum
quantities of seed,  usually in its first and second fiscal quarters,  at prices
equal to the  commodity  market  price of the seed  plus a grower  premium.  The
Company then conditions the seed for sale.

The  majority of the  Company's  sales are made from early in the second  fiscal
quarter  through the beginning of the fourth fiscal  quarter.  Varying  climatic
conditions can change the quarter in which seed is delivered,  thereby  shifting
sales and the  Company's  earnings  between  quarters.  Thus,  seed  production,
distribution  and sales are seasonal and interim results will not necessarily be
indicative of the Company's results for a fiscal year.

Revenues from domestic seed sales are generally recognized when seed is shipped.
Revenues from Bollgard and Roundup Ready licensing fees are recognized  based on
the  number  of acres  expected  to be  planted  with such seed when the seed is
shipped.  The  licensing  fee  charged to  farmers  is based on  pre-established
planting  rates for seven  geographic  regions in 1998 and eight such regions in
1999 and 2000, and considers the estimated  number of seed contained in each bag
which may vary by  variety,  location  grown,  and  other  factors.  Revenue  is
recognized  based on the  established  technology  fee per unit  shipped to each
geographic region.  International  export revenues are recognized upon the later
of when seed is shipped or the date letters of credit are confirmed.  Generally,
international  export sales are not subject to return.  All other  international
revenues from the sale of planting seed,  less  estimated  reserves for returns,
are recognized when the seed is shipped.

Domestically,  the  Company  promotes  its cotton and soybean  seed  directly to
farmers  and  sells  its  seed  through  distributors  and  dealers.  All of the
Company's  domestic  seed  products   (including   Bollgard  and  Roundup  Ready
technologies) are subject to return or credit, which vary from year to year. The
annual level of returns and,  ultimately,  net sales are  influenced  by various
factors,  principally  commodity prices and weather conditions  occurring in the
spring  planting  season during the  Company's  third and fourth  quarters.  The
Company  provides for  estimated  returns as sales occur.  To the extent  actual
returns differ from estimates,  adjustments to the Company's  operating  results
are recorded  when such  differences  become  known,  typically in the Company's
fourth  quarter.  All  significant  returns occur or are accounted for by fiscal
year end.

Euro Currency Conversion
------------------------

On January 1, 1999,  the euro became the common  legal  currency of 11 of the 15
member  countries  of the  European  Union.  On  that  date,  the  participating
countries fixed  conversion  rates between their sovereign  currencies  ("legacy
currencies")  and the euro.  On  January  4,  1999,  the euro  began  trading on
currency  exchanges and became available for non-cash  transactions.  The legacy
currencies will remain legal tender through December 31, 2001. Beginning January
2, 2002,  euro-denominated  bills and coins will be  introduced,  and by July 1,
2002,  legacy  currencies will no longer be legal tender.  To date, D&PL has not
been affected by the euro currency conversion.


RISKS AND UNCERTAINTIES

From time to time, the Company may publish  forward-looking  statements relating
to  such  matters  as  anticipated  financial  performance,  existing  products,
technical developments,  new products,  research and development activities, and
similar matters. The Private Securities Litigation Reform Act of 1995 provides a
safe harbor for forward-looking statements. In order to comply with the terms of
the safe  harbor,  the Company  notes that a variety of factors  could cause the
Company's   actual  results  and  experience  to  differ   materially  from  the
anticipated   results  or  other   expectations   expressed  in  the   Company's
forward-looking  statements.  The risks and  uncertainties  that may  affect the
operations,  performance,  development  and  results of the  Company's  business
include those noted elsewhere in this Item and filing and the following:

     Demand for D&PL's seed will be affected by government programs and policies
     and, most  importantly,  by weather.  Demand for seed is also influenced by
     commodity  prices and the demand for a crop's  end-uses  such as  textiles,
     animal feed,  food and raw materials for  industrial  use.  These  factors,
     along  with  weather,  influence  the  cost  and  availability  of seed for
     subsequent seasons.  Weather impacts crop yields,  commodity prices and the
     planting  decisions  that farmers make  regarding  both  original  planting
     commitments and, when necessary, replanting levels.

     The planting seed market is highly  competitive,  and D&PL  varieties  face
     competition  from  a  number  of  seed  companies,   diversified   chemical
     companies,  agricultural biotechnology companies, governmental agencies and
     academic   and   scientific   institutions.   A  number  of  chemical   and
     biotechnology   companies   have  seed   production   and/or   distribution
     capabilities  to  ensure  market  access  for  new  seed  products  and new
     technologies  that may compete  with the  Bollgard  and Roundup  Ready gene
     technologies.  The  Company's  seed  products  and  technologies  contained
     therein may encounter substantial  competition from technological  advances
     by others or  products  from new  market  entrants.  Many of the  Company's
     competitors are, or are affiliated with, large  diversified  companies that
     have substantially greater resources than the Company.

      The production, distribution or sale of crop seed in or to foreign markets
      may be  subject  to  special  risks,  including  fluctuations  in  foreign
      currency, exchange rate controls, expropriation, nationalization and other
      agricultural,   economic,   tax  and   regulatory   policies   of  foreign
      governments.  Particular  policies  which  may  affect  the  domestic  and
      international  operations of D&PL include the use of and the acceptance of
      products that were produced  from plants that were  genetically  modified,
      the testing,  quarantine and other restrictions relating to the import and
      export of plants and seed products and the  availability (or lack thereof)
      of proprietary  protection for plant products. In addition,  United States
      government  policies,  particularly  those  affecting  foreign  trade  and
      investment, may impact the Company's international operations.

     The recent publicity related to genetically  modified organisms ("GMOs") or
     products  made  from  plants  that  contain  GMOs may have an effect on the
     Company's sales in the future. In 2000,  approximately 89% of the Company's
     cottonseed that was sold contained  either the Bollgard,  Roundup Ready, or
     both  gene  technologies  and  80%  of the  Company's  soybean  seed  sales
     contained  the Roundup  Ready gene  technology.  Although many farmers have
     rapidly  adopted  these  technologies,  the alleged  concern over  finished
     products  that contain GMOs could impact  demand for crops (and  ultimately
     seed) raised from seed containing such traits.

     Due to the varying  levels of  agricultural  and social  development of the
     international  markets in which the Company operates and because of factors
     within  the  particular  international  markets  targeted  by the  Company,
     international  profitability  and growth may be less stable and predictable
     than domestic profitability and growth.

     Overall  profitability  will depend on the  factors  noted above as well as
     weather conditions,  government policies in all countries where the Company
     sells  products and operates,  worldwide  commodity  prices,  the Company's
     ability to  successfully  open new  international  markets,  the  Company's
     ability to successfully continue the development of the High Plains market,
     the technology  partners' ability to obtain timely government approval (and
     maintain  such  approval)  for  existing and for  additional  biotechnology
     products  on which  they and the  Company  are  working  and the  Company's
     ability  to  produce  sufficient  commercial  quantities  of  high  quality
     planting seed of these products.  Any delay in or inability to successfully
     complete these projects may affect future profitability.

The  risks  and  uncertainties  that may  affect  the  operations,  performance,
development and results of the Company's  business include those noted elsewhere
in this Item and in "Risks and  Uncertainties"  in Item 7 of the Company's  form
10(k) filed for the year ending August 31, 2000.


Item 6.  Exhibits and Reports on Form 8-K

(a) 27.01 Financial Data Schedule

(b) Reports on Form 8-K.

       No reports on Form 8-K were filed during the quarter  ended  November 30,
2000.










                                   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


Date:     January 15, 2001                 /s/ F. Murray Robinson
                                           ---------------------------
                                           F. Murray Robinson, Vice Chairman and
                                           Chief Executive Officer


Date:     January 15, 2001                 /s/ W. Thomas Jagodinski
                                           --------------------------
                                           W. Thomas Jagodinski,
                                           Vice President-Finance and Treasurer