SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 10-K

     X Annual Report Pursuant to Section 13 or 15(d) of the Securities  Exchange
       Act of 1934 for the fiscal year ended August 31, 1996

     Transition  Report  Pursuant  to  Section  13 or  15(d)  of the  Securities
     Exchange Act of 1934

                       Commission File Number: 000-21788


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

     Delaware                                            62-1040440  
(State  or other  jurisdiction  of  
incorporation  or organization)            (I.R.S. Employer Identification No.)

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

Registrant's telephone number, including area code:  (601) 742-4000

     Securities registered pursuant to Section 12(b) of the Act:

    
Title of each class                                      Name of each exchange
                                                          on which registered 
     None                                                         None



           Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, $0.10 par value
                                (Title of Class)

Indicate  by check  mark  whether  the  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

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The  aggregate  market value of the voting stock held by  non-affiliates  of the
Registrant, based upon the closing sale price of the Common Stock on October 31,
1996,  as  reported  on  the  New  York  Stock   Exchange,   was   approximately
$488,024,000.  Shares of Common  Stock held by each  officer and director and by
each  person  who owns 5% or more of the  outstanding  Common  Stock  have  been
excluded in that such persons may be deemed to be affiliates. This determination
of affiliate  status is not  necessarily  a conclusive  determination  for other
purposes.

As of October 31, 1996,  Registrant had  outstanding  21,139,430  shares of
Common Stock.

                       DOCUMENTS INCORPORATED BY REFERENCE

Registrant incorporates by reference portions of the Delta and Pine Land Company
Proxy  Statement for the annual  meeting of  Stockholders  on February 27, 1997.
(Items 10, 11, 12 and 13 of Part III.)


<PAGE>

                                     PART I

ITEM 1.         BUSINESS

D&PL  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 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 and in 1988 hybrid  sorghum seed to its
product line. In 1988, D&PL also commenced  distributing  corn hybrids  acquired
from others.  In 1995, the Company sold its corn and sorghum business to Mycogen
Plant Science, Inc. ("Mycogen"). D&PL and Mycogen entered into a joint marketing
agreement  whereby both  companies  will sell D&PL's  remaining corn and sorghum
varieties  through  1997.  The  two  parties  will  exchange  certain  operating
facilities in the future upon the satisfactory  completion of environmental site
assessments and remediation procedures as necessary.

     In 1988, as a component of its long-term growth strategy, the Company began
to focus on the international  marketing of its products,  primarily cottonseed.
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(TM) technology would be
effective  and help farmers in those  countries to control  lepidopteran  cotton
pests.

     D&PL sells its products in foreign countries through (i) export sales, (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.  To date,  a  majority  of the  Company's
international  sales have resulted from exports of the Company's products rather
than direct in-country operations.


Acquisitions

     In May, 1996, D&PL acquired Ellis Brothers Seed, Inc., Arizona  Processing,
Inc. and  Mississippi  Seed,  Inc. ( the "Sure Grow  Companies") in exchange for
stock valued at approximately $70 million on the day of closing.  D&PL exchanged
1.5 million  unregistered  shares of its common stock for all outstanding shares
of the three companies.  The merger was accounted for as a pooling-of-interests.
The acquired  companies  will  continue  their current  operations  marketing of
upland picker  cottonseed  varieties under their existing brand,  Sure Grow. The
Sure Grow  breeding  program will have  immediate  access to Monsanto  Company's
("Monsanto") Bollgard and Roundup Ready(R) gene technologies.

     In February,  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 450,000
shares of the Company's Series M Convertible Non-Voting Preferred Stock.

     Since the 1940's, the Paymaster(Registered) and Lankart(Registered)  upland
stripper cottonseed  varieties have been developed for and marketed primarily in
the Texas High Plains.  In 1994,  D&PL acquired the Paymaster and Lankart cotton
planting seed business ("Paymaster"),  for approximately $14.0 million. Although
the Paymaster varieties are planted on approximately 80% of the estimated 4.0 to
5.0 million cotton acres in the Texas High Plains,  only a small portion of that
seed is  actually  sold by  Paymaster.  Farmer-saved  seed and seed  from  other
sources  accounted for up to 85% of the seed needed to plant the acreage in this
market  area.  Through 1996 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,  unconditioned seed
will be supplied by Paymaster to contract  delinters who will delint,  condition
and bag the seed for a fee. The seed will then be sold by Paymaster  through its
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(Registered)  trade name and trademark  and the right to  distribute  Pima
extra-long  (fiber-length)  staple  cotton  varieties.  D&PL also entered into a
research  agreement with Supima's  university  collaborator that allows D&PL the
right of first refusal for any Pima varieties developed under this program which
D&PL  partially  funds.  Pima seed will be  produced,  conditioned  and marketed
directly by D&PL.

Biotechnology

     The collaborative  biotechnology licensing agreement executed with Monsanto
in  1992  and  subsequently   revised  in  1993  and  1996,   provides  for  the
commercialization  of Monsanto's  Bollgard  ("Bacillus  thuringiensis"  or "Bt")
technology in D&PL's  varieties.  Bt is a bacterium found naturally in soil that
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
causes the death of 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, exceeding the cost of seed. 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. On October 31, 1995,  Monsanto was notified that
the United  States  Environmental  Protection  Agency  ("EPA") had completed its
registration  of the  Bollgard  gene  technology,  thus  clearing  the  way  for
commercial  sales of seed  containing the Bollgard gene. In 1996, D&PL commenced
commercial sales of two NuCOTN varieties,  which contained the Bollgard gene, in
accordance  with the terms of the  D&PL/Monsanto  Bollgard Gene License and Seed
Services Agreement (the "Agreement").  This initial EPA registration  expires on
January 1, 2001, at which time the EPA will reevaluate the  effectiveness of the
insect resistance management plan and decide whether to convert the registration
to a non-expiring (and/or unconditional) registration.

     D&PL is also developing  transgenic cotton and transgenic soybean varieties
that are tolerant to  Roundup(Registered)  , a herbicide  sold by  Monsanto.  In
1996,   such  Roundup   Ready  plants  were   approved  by  the  Food  and  Drug
Administration,  the USDA,  and the EPA.  In  February,  1996,  the  Company and
Monsanto  executed the Roundup  Ready Gene License and Seed  Services  Agreement
which provides for the  commercialization of Roundup Ready cottonseed.  D&PL and
Monsanto are  currently  negotiating a  commercialization  agreement for Roundup
Ready soybean seed.

     Since 1987,  D&PL has conducted  research using genes provided by DuPont to
develop  cotton and  soybean  plants  that are  tolerant  to certain  DuPont ALS
(Registered)  herbicides.  Such  plants  would  enable  farmers  to apply  these
herbicides for weed control  without  significantly  affecting the agronomics of
the  cotton  or  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.  In February,  1996,  DuPont and D&PL mutually
terminated  the  cotton   commercialization   agreement   signed  in  1994.  The
termination of this agreement did not  materially  impact the Company's  current
results of operations.

Commercial Seed

     Seed of all commercial  plant species is either varietal or hybrid.  D&PL's
cotton and soybean seed are varietals and its sorghum and corn seed are hybrids.
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 ("PVPA") of 1970,  as amended in 1994,  in essence  prohibits,  with limited
exceptions,  purchasers of protected  varieties from selling seed harvested from
these varieties. Some foreign countries provide similar protection.

     Although  cotton is a 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 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.

     In   connection   with  its  seed   operations,   the  Company  also  farms
approximately  2,000  acres,  primarily  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 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 is 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 early in the second  fiscal
quarter  through the beginning of the fourth fiscal  quarter.  Varying  climatic
conditions  can change the earnings  pattern by  affecting  the quarter in which
seed  is  delivered,   thereby  shifting  sales  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  licensing  fees are  recognized  based on the
number of acres estimated to be planted with such seed when the seed is shipped.
Domestically,  the Company promotes its cottonseed directly to farmers and sells
cottonseed through  distributors and dealers. All of the Company's domestic seed
products  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 of other crops 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 and actual  acreage  planted  with seed  containing  the
Bollgard gene 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.  International  revenues are  recognized  upon the date seed is
shipped  or the  date  letters  of  credit  are  cleared,  whichever  is  later.
Generally, international sales are not subject to return.

Outlook

     Domestic  demand for D&PL's seed will continue to be affected by government
programs 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.

     In  addition,  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.  The  Company's  seed  products  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.

     Further growth in overall  profitability will depend on weather conditions,
government policies in all countries where the Company sells products, commodity
prices,  the Company's ability to successfully  open new international  markets,
the Company's ability to successfully continue the development of the Texas High
Plains market,  the  technology  partners'  ability to obtain timely  government
approval 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
capitalize on these projects may affect future profitability. 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 than  domestic  profitability  and growth have been in
the past.

See "Risks and Uncertainties" in Item 7.

ITEM 2.   PROPERTIES

     D&PL  maintains   facilities   primarily  used  for  research,   delinting,
conditioning,  storage and  distribution.  The Company's  headquarters and other
facilities are located on 45 acres in Scott, Mississippi.  This location is used
for  corporate  offices,  quality  assurance,  research  and  greenhouse  space,
delinting, conditioning and storage.

     The  Company's  other  cottonseed   delinting,   conditioning  and  storage
facilities  are  in:  Centre,   Alabama;   Chandler,   Arizona;  Eloy,  Arizona;
Hollandale,  Mississippi; Shelby, Mississippi; Tunica, Mississippi; Aiken, Texas
and Lubbock,  Texas.  The Company has soybean  processing  plants in Harrisburg,
Arkansas  and  Centre,  Alabama.  The  Company  also owns  cottonseed  delinting
facilities in Narromine,  New South Wales,  Australia,  and  Groblersdal,  South
Africa.  The Company leases a site in Catamarca,  Argentina on which a delinting
plant is situated.

     Since 1979,  through  annual  leases,  the Company has leased  farmland for
research,   foundation   seed   production  and  grain  storage  from  a  former
stockholder.  In fiscal 1995,  the Company  entered into a three year lease with
this former stockholder for approximately  2,000 acres near Scott,  Mississippi,
for foundation  seed production and seed  multiplication  purposes and 250 acres
for research purposes.

     The Company's plant breeders  conduct  research at eight  facilities in the
United  States,  three of which are owned by the  Company  and five of which are
leased.  The Company also leases research  facilities in Australia and Paraguay.
All owned properties are free of encumbrances  except the Centre,  Alabama site,
which was mortgaged prior to being acquired in the Sure Grow transaction.

     Management   believes  that  all  of  D&PL's   facilities,   including  its
conditioning, storage and research facilities, are well maintained and generally
adequate  to meet its needs for the  foreseeable  future.  (See  "Liquidity  and
Capital Resources" in Item 7.)

<PAGE>

PRINCIPAL COMPANY LOCATIONS, AFFILIATES AND SUBSIDIARIES:

World Headquarters                      Operations Facilities
Scott, Mississippi, USA                 Scott, Mississippi, USA
                                        Hollandale, Mississippi, USA
Research Centers                        Shelby, Mississippi, USA
Scott, Mississippi, USA                 Tunica, Mississippi, USA
Leland, Mississippi, USA                Centre, Alabama, USA
Casa Grande, Arizona, USA               Chandler, Arizona, USA
Chandler, Arizona, USA                  Eloy, Arizona, USA
Stuttgart, Arkansas, USA                Harrisburg, Arkansas, USA
Hartsville, South Carolina, USA         Aiken, Texas, USA
Aiken, Texas, USA                       Lubbock, Texas, USA
Lubbock, Texas, USA                     Catamarca, Argentina
Goondiwindi, Queensland, Australia      Narromine, New South Wales, Australia
Asuncion, Paraguay                      Groblersdal, South Africa

                                        Foreign Offices
                                        Catamarca, Argentina
                                        Narrabri, New South Wales, Australia
                                        Beijing, China
                                        Mexicali, Mexico
                                        Mexico City, Mexico
                                        Zoetermeer, The Netherlands
                                        Asuncion, Paraquay
                                        Groblersdal, South Africa
                                        Adana, Turkey
                                        Ankara, Turkey

ITEM 3.   LEGAL PROCEEDINGS

     The Company,  Monsanto and other third  parties were named as defendants by
Joe A.  Scamardo,  et al. in a lawsuit  filed in the District  Court of Burleson
County,  Texas on August 29, 1996.  On August 30, 1996,  Tony  Lambardo,  et al.
filed  suit in the  District  Court of Falls  County,  Texas  and  named,  among
multiple  defendants,  D&PL and  Monsanto.  On November  6, 1996,  this case was
removed to the United States  District Court for the Western  District of Texas,
Waco Division.  On October 28, 1996,  REN-DEN Farms, Inc., et al. filed suit and
named D&PL and Monsanto among various other  defendants in the District Court of
Natchitoches  Parish,  Louisiana.  On November 7, 1996, this case was removed to
the  United  States  District  Court  for the  Western  Division  of  Louisiana,
Alexandria  Division.  The latter  two suits  request  certification  as a class
action. The plaintiffs allege, among other things, that D&PL's NuCOTN varieties,
which contain  Monsanto's  Bollgard  gene,  did not perform as these farmers had
anticipated  and, in  particular,  did not fully protect their cotton crops from
certain lepidopteran  insects. The plaintiffs seek unspecified monetary damages,
among other  things.  Pursuant to the terms of the  Agreement  between  D&PL and
Monsanto,  Monsanto has assumed  responsibility  for the defense of these claims
since vendee  claims for failure of the  Bollgard  gene are subject to a duty of
defense by Monsanto and prorata  indemnification under the Agreement.  Under the
applicable  indemnity  provisions,  defense  costs  and  any  liability  to  the
plaintiffs related to claims covered by the Agreement will be apportioned 71% to
Monsanto and 29% to D&PL. Some of the claims made in this litigation  concerning
the  quality  of seed  and  seed  coat  treatments,  not  involving  failure  of
performance of the Bollgard gene or  representations  with respect thereto,  may
not be within the scope of Monsanto's indemnity obligation. The Company would be
required to bear any damages relating to product defects,  if any, not involving
a failure of the Bollgard  gene to provide  insect  resistance.  D&PL intends to
cooperate  with Monsanto in its  anticipated  vigorous  defense of these claims.
D&PL believes that these claims will be resolved  without any material impact on
the Company's financial statements.

     On October 22, 1996, Mycogen and Agrigenetics,  Inc. filed a lawsuit in the
U. S.  District  Court for the District of Delaware  naming  D&PL,  Monsanto and
DeKalb  Genetics as defendants  alleging that two of Mycogen's  recently  issued
patents have been  infringed by the defendants by selling seed that contains the
Bollgard  gene.  The  plaintiffs  seek a preliminary  and  permanent  injunction
enjoining  D&PL and  Monsanto  from  what  they  allege  is an  infringement  of
Mycogen's  two  patents,   monetary  damages  including  treble  damages,   plus
reasonable  attorneys fees. Pursuant to the terms of the Agreement,  Monsanto is
required to defend D&PL against  patent  infringement  claims and indemnify D&PL
against  damages from any patent  infringement  claims.  D&PL  believes that the
resolution  of the matter will not have a material  impact on the Company or its
financial statements.

     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  $900,000 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 or
its  financial  statements.  The  Company  continues  to offer  seed for sale in
Guatemala.

     The  Company is  involved  in various  other  claims  arising in the normal
course of business.  Management  believes such matters will be resolved  without
any  material  effect on the  Company's  financial  position  or its  results of
operations.

     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.  The CID  states  that  the  USDOJ is
investigating  whether this  transaction  may have  violated the  provisions  of
Section 7 of the Clayton  Act, 15 USC Section 18. D&PL is  currently  engaged in
responding to the CID and is committed to full  cooperation  with the USDOJ.  At
the present time, the ultimate outcome of the investigation cannot be predicted.


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters  were  submitted  to the vote of security  holders  during the fourth
quarter of 1996.


<PAGE>

                                     PART II

ITEM 5. MARKET FOR THE REGISTRANT'S  COMMON EQUITY AND RELATED  STOCKHOLDER
MATTERS

From June,  1993 through  December 15, 1995, the stock of the Company was traded
on the NASDAQ  National  Market under the trading  symbol COTN.  On December 18,
1995, the Company's stock began trading on the New York Stock Exchange under the
trading  symbol DLP.  The range of closing  prices for these shares for the last
two fiscal years, as reported by the respective markets, was as follows:
<TABLE>
<CAPTION>
<S>                             <C>                <C>                <C>               <C>   
Common Stock Data*           1st Qtr             2nd Qtr            3rd Qtr           4th Qtr
------------------           -------             -------            -------           -------    
   Market Price Range-Low     14 7/8             19 1/8             31 29/32          23  3/4
                   - High     20 1/8             31 5/16             48 3/4           43  1/2

   1995
   Market Price Range-Low     7 15/16            8 1/4              9 7/8              12 1/4
                   - High      9 1/2            10 3/16            13 7/16            17 9/16

* All prices have been adjusted to reflect the stock splits described below.
</TABLE>


     In October  1995,  the Board of Directors  authorized a 4 for 3 stock split
effected in the form of a  dividend,  with no change in the par value per share,
distributed on December 15, 1995, to the  stockholders  of record on December 1,
1995. In March 1996, the Board of Directors authorized a 3 for 2 stock split for
common  and  preferred  shares  outstanding  to be  effected  in the  form  of a
dividend, with no change in par value per share,  distributed on April 15, 1996,
to  stockholders  of record on March  29,  1996.  Both  stock  splits  have been
reflected in the accompanying financial statements.

     Dividends  of $0.08 per share (after  effect of stock  splits) were paid in
1995 and dividends of $0.11 per share were paid in 1996. In the third quarter of
fiscal 1996,  the Board of Directors  changed the  quarterly  dividend rate from
$0.02  (after  effect  of stock  splits)  per share to $0.03  per  share.  It is
anticipated that quarterly dividends of $0.03 per share will continue to be paid
in the future,  although the Board of Directors  reviews this policy  quarterly.
Aggregate dividends paid in 1995 were $1.5 million.  Aggregate dividends paid in
1996 were $2.3 million and should approximate $2.3 million in 1997.

On  October  31,  1996,  there  were  approximately  4,000  shareholders  of the
Company's 21,139,430 outstanding shares.


<PAGE>
<TABLE>
<CAPTION>


ITEM 6.   SELECTED FINANCIAL DATA

     
-------------------------------------------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS                                        (In thousands, except percentages and per share amounts) 
                                                                         As Restated (1)                         
                                                               -----------------------------
YEAR ENDED AUGUST 31,                            1992           1993       1994         1995          1996
-------------------------------------------------------------------------------------------------------------------
<S>                                              <C>            <C>         <C>          <C>            <C>   

Operating Results : (1)
Net sales and licensing fees                    $68,395       $77,605     $80,602      $98,950       $153,271
Gross profit                                     29,000        32,413      32,467       43,004         55,794
Operating income                                 13,771        15,618      13,000       19,160         25,764
Income before income taxes                       12,458        13,767      12,186       17,661         23,729
Net income applicable to common shares            7,850         8,618       7,827       10,935         15,237
-------------------------------------------------------------------------------------------------------------------

Balance Sheet Summary: (1)
Current assets                                  $24,065       $23,979     $29,269      $36,296        $111,940
Current liabilities                              20,194        17,634      18,833       24,695          75,966
Working capital                                   3,871         6,345      10,436       11,601          35,974
Property, plant and equipment, net               19,297        22,040      33,395       41,091          55,058
Total assets                                     45,561        50,958      72,394       87,542         179,660
Long-term debt                                   13,750         1,104      14,047       12,814          31,465
Stockholders' equity                             11,172        31,593      38,024       47,860          69,341
-------------------------------------------------------------------------------------------------------------------

Per Share Data: (1)
Operating income                                  $0.72         $0.80       $0.62        $0.91           $1.19
Net income                                         0.41          0.44        0.38         0.52            0.70
Book value                                         0.58          1.63        1.82         2.27            3.19
Cash dividends                                     -               -         0.08         0.08            0.11
Weighted average number of shares
  used in per share calculations - Primary (2)   19,149        19,405      20,849       21,116          21,708
-------------------------------------------------------------------------------------------------------------------


Performance Ratios:
Gross margin (3)                                  42.4%         44.1%       40.3%        43.5%           36.4%
Return on average equity                          57.6%         40.3%       23.7%        25.5%           26.1%
Return on total assets                            17.2%         16.9%       10.8%        12.5%            8.5%
-------------------------------------------------------------------------------------------------------------------

Other Data:
USDA acreage set-aside (4):
    Upland cotton                                 10.0%          7.5%       11.0%           0%              -
    Corn                                           5.0%         10.0%          0%         7.5%              -
    Sorghum                                        5.0%          5.0%          0%           0%              -
-------------------------------------------------------------------------------------------------------------------

(1) Operating  results, balance  sheet and per share amounts for 1993,  1994 and
1995 have been restated to include the merger of the Sure Grow Companies,
accounted for as a  pooling-of-interests.  Amounts  for 1992  have not been
restated  due to the immaterial  effect on the results. 
(2) Weighted  average number of shares data adjusted  to  reflect  4 for 3 and
3 for 2  stock  splits and the  issuance  of 1,548,483 shares related to the
Sure Grow acquisition. 
(3) The decline in gross margin  in  1996 is the  result  of the  method  used 
to  account  for  Bollgard licensing  fees  licensed  for the  first  time in
1996.  
(4) As a result of The Federal  Agricultural  Improvement  and  Reform  Act of 
1996  ("Freedom  to Farm Bill"), there are no longer crop set-asides.

</TABLE>

<PAGE>



ITEM 7.  MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION AND
RESULTS OF OPERATIONS

     Due to the successful  introduction of the Company's  NuCOTN varieties that
contain Monsanto's  Bollgard  technology,  the Company reported record sales and
earnings  per share  despite  the fact that  domestic  unit sales of  cottonseed
declined 14.5% while acreage  planted in cotton in the U.S.  declined 16.4% from
1995 levels.  International  sales of cottonseed and domestic soybean unit sales
increased 55% and 35%,  respectively.  D&PL completed the formation and staffing
of the Technical  Services  Department which now has over 30 full time employees
compared to 13 just a year ago.  D&PL also  completed the  acquisition  of Hartz
Cotton, Inc. from Monsanto in February,  1996, and completed a merger on May 20,
1996 (in a stock  exchange)  valued at $70 million for the three  companies that
own Sure Grow  Seed,  Inc.,  known  collectively  as "Sure  Grow".  In the Hartz
transaction  (accounted  for as a  purchase),  D&PL  issued  450,000  shares  of
convertible  (after seven years unless  certain events occur) Series M Preferred
Stock. D&PL issued 1.5 million shares of common stock to the shareholders of the
three  companies  that  owned Sure Grow Seed,  Inc.,  in a  pooling-of-interests
transaction.

     In  October,  1995,  the EPA  completed  its  initial  registration  of the
Bollgard  technology which is subject to expire on January 1, 2001,  pending the
EPA's  reevaluation of the insect resistance  management plan. Both Monsanto and
D&PL are working  with  additional  genes as part of the  resistance  management
strategy.  The Company is also bulking up other  transgenic  varieties  that are
insect resistant and herbicide tolerant.
   
     In addition, the Company began the reorganization of its business among its
key operating units including Deltapine,  Paymaster (which includes the stripper
varieties  acquired in 1994 and the Hartz varieties acquired in 1996), Sure Grow
and  International.  Effective  September 1, 1996, each unit will be responsible
for its own Sales,  Marketing,  Research and Field  Agronomy  while  Operations,
Quality Assurance, Administration and Finance, Technical Services and Transgenic
Product  Development  will provide  services to all operating units. In December
1995,  in  response  to  shareholder  interest  and to  increase  the  Company's
visibility and  attractiveness to a more diverse  population of investors,  D&PL
moved from NASDAQ and listed its shares on the New York Stock Exchange.
    

     D&PL continued the implementation of its long-term  international strategic
plans as well. In 1996, D&PL completed the construction of two smaller, yet cost
efficient  delinting  plants,  one  each in South  Africa  and  Argentina  which
initially will be used to provide winter nursery services to northern hemisphere
operations in order to accelerate the bulk up and ultimately the introduction of
new products by taking advantage of the southern  hemisphere  growing season. In
addition,  these branches will evaluate and develop the  cottonseed  business in
their respective areas.

     In 1996,  D&PL  terminated  its agreement  with its former  distributor  in
Australia  and assembled its own fully staffed Sales and Marketing and Technical
Services teams. D&PL employees,  for the first time, sold Deltapine varieties in
Australia  for  the  1996-1997  growing  season,  rather  than  relying  on  its
distributor. Subsequent to year end, the Company sold limited quantities of seed
containing  Monsanto's Bt gene (marketed as Ingard(TM)) in Australia.  Operating
results in  Australia  remain at  unacceptable  levels,  and the  organizational
changes will add further  costs to that  operation  in the near term.  Deltapine
Australia  cotton  varieties  currently  under  development,  along with two new
varieties  recently  introduced,  must perform  well to capture  market share to
improve operating results.

     D&M International,  LLC, is a venture formed in 1995 through which D&PL and
Monsanto plan to introduce in combination  D&PL's acid delinting  technology and
Monsanto's  Bollgard  gene  technology.  D&PL  is  the  managing  member  of D&M
International.  In November 1996, D&M International's subsidiary, D&PL China Pte
Ltd. concluded  negotiations for a joint venture with parties in Hebei Province,
one of the major cotton producing regions in the People's Republic of China. The
joint venture will be controlled by D&PL China Pte Ltd. The Company is currently
negotiating with potential venture partners in Zimbabwe, Brazil and Columbia and
is in exploratory  discussions with potential partners in India,  Uzbekistan and
Argentina.  Prior  joint  venture  negotiations  in Turkey and Egypt  reached an
impasse and have ceased.

     Export  sales to Mexico and Greece  increased  significantly  again in 1996
over prior year levels. The Company is working closely with Monsanto  developing
plans to export seed  containing  the Bollgard  gene to several  countries.  The
International  Division has strengthened by adding  international brand managers
and technical service personnel to effectively develop the international markets
that have potential for both transgenic and non-transgenic seed.

     Over a year ago the Company started a major capital  improvement program to
more efficiently and effectively process and handle the Company's products. That
program is nearing completion and additional projects (expected to cost $13.0 to
$15.0 million in 1997) are underway.  The major  projects that will be completed
in fiscal 1997 include a new international and administrative office building at
the Company headquarters in Scott, Mississippi,  the purchase and implementation
of a fully integrated  process  manufacturing  system that will process data for
all  functional  areas  of the  Company,  a  major  computer  hardware  upgrade,
automated packaging equipment at one location,  as well as precision  electronic
treating  equipment  at three of the  delinting  plants.  In 1998,  spending  is
expected to return to about $5.0 to $7.0 million per year, exclusive of offshore
investments  which  will be  financed  in part by  D&PL's  technology  and joint
venture partners where feasible.



<PAGE>



RESULTS OF OPERATIONS

The following  table sets forth  selected  income  statement data of the Company
(1994 and 1995 restated for the Sure Grow merger),  expressed as a percentage of
net sales, for the indicated periods:
<TABLE>


                                                              As Restated


  YEAR ENDED AUGUST 31,                                 1994          1995            1996
---------------------------------------------------------------------------------------------------
      <S>                                              <C>            <C>             <C>   

  Consolidated statement of income data:
     Net sales and licensing fees                     100.0%         100.0%           100.0%
     Cost of sales                                     59.7%          56.5%            63.6%
---------------------------------------------------------------------------------------------------
     Gross margin (1)                                  40.3%          43.5%            36.4%
---------------------------------------------------------------------------------------------------

  Operating expenses:
     Research and development                          6.8%           6.7%             6.4%
     Selling                                           7.2%           7.7%             6.2%
     General and administrative                       10.2%           9.7%             6.1%
     Unusual charges related to acquisitions            -               -              0.9%
---------------------------------------------------------------------------------------------------

                                                       24.2%          24.1%            19.6%
---------------------------------------------------------------------------------------------------
  Operating income                                     16.1%          19.4%            16.8%
  Interest, net                                        (1.7%)         (2.1%)           (1.5%)
  Other                                                 0.7%           0.5%             0.2%
---------------------------------------------------------------------------------------------------

  Income before income taxes                           15.1%          17.8%            15.5%
  Provision for income taxes                           (5.4%)         (6.8%)           (5.5%)
---------------------------------------------------------------------------------------------------

  Net income                                            9.7%          11.0%             10.0 %
  Dividends on preferred stock                           -               -               0.02 %
---------------------------------------------------------------------------------------------------
  Net income applicable to common shares                9.7%          11.0%              9.98 %
---------------------------------------------------------------------------------------------------

  (1) The decline in gross margin results  primarily from the method used
  to account for Bollgard  licensing  fees licensed for the first time in
  1996.
</TABLE>

NET SALES AND LICENSING FEES

     In 1996,  D&PL's  consolidated net sales and licensing fees increased 55.0%
to $153.3 million,  from 1995 sales of $98.9 million. This increase is primarily
the result of Bollgard licensing fees received from the first year of commercial
sales of  NuCOTN.  There was also an  increase  in  soybean  sales of 35% and an
increase in commercialization fees of $3.4 million in 1996 over the $1.2 million
received in 1995.  The effects of these  positive  developments  were  partially
offset by a 14.5% decrease in domestic  cottonseed  unit sales  resulting from a
16.4%  reduction in the number of cotton acres planted to 14.0 million from 16.7
million.  In 1996,  the dynamics of the Freedom to Farm Bill coupled with higher
corn prices contributed to the decline in cotton acreage.

     International sales increased to $12.6 million in 1996 from $7.1 million in
1995.  Sales in  Mexico,  in 1996,  increased  $1.8  million  as a result of the
Mexican government's favorable agricultural policy toward cotton, and the growth
of its textile  industry as a result of the North American Free Trade Agreement.
In 1996, sales in Greece increased $1.9 million due to the continued  success of
D&PL's cotton varieties in the northern growing areas of that country.  Sales in
Turkey were essentially unchanged from 1995 levels.

     D&PL's  consolidated  net sales and licensing fees increased 22.8% to $98.9
million  in 1995,  from 1994 net sales of $80.6  million.  The  increase  is the
result of higher demand for cottonseed, the effect of which was partially offset
by the  decrease in corn and sorghum  sales due to a shift in acreage to cotton.
The increase in cottonseed  units sold was due primarily to the USDA decrease in
1995 cotton  acreage set aside to 0% from 11% the previous  year,  and to strong
market prices for cotton fiber, both of which resulted in an increase in planted
acreage to 16.7 million from 13.6 million.  Cotton  revenues  also  increased in
1995 due to higher  commercialization  fees related to herbicide tolerant cotton
and licensing fees earned from contract  growers who produced seed of the NuCOTN
varieties.  Soybean sales  declined  $1.0 million due to lower  average  selling
prices while the number of units sold was unchanged.

     International  sales increased to $7.1 million in 1995 from $2.9 million in
1994. Sales in Mexico and Greece increased in 1995, while sales in Australia and
Turkey were essentially unchanged from 1994 levels.

     D&PL  consolidated  net sales and licensing  fees  increased  3.8% to $80.6
million in 1994 from $77.6  million in 1993.  The increase in sales is primarily
the  result of  increased  cottonseed  sales and  royalties.  Although  the USDA
increased  the 1994  cotton  acreage  set aside to 11.0% from 7.5% the  previous
year, due to strong market prices for cotton,  the USDA statistics  indicated an
increase in total cotton acres planted.

GROSS PROFIT

     D&PL's  consolidated  gross profit increased 29.8% in 1996 to $55.8 million
from $43.0 million in 1995.  This increase is primarily  attributable  to NuCOTN
sales and the related  Bollgard  licensing fees. Gross margin decreased to 36.4%
in 1996  from  43.5% in  1995.  The  decline  in gross  margin  (expressed  as a
percentage of sales) results from recording the Bollgard  licensing fees charged
to the grower as a component of sales,  net of estimated  distributor and dealer
commissions,  coupled with recording the 71% due to D&PL's technology partner as
a component of cost of sales with the residual 29% included as gross profit.

     D&PL's  consolidated  gross profit increased 32.4% in 1995 to $43.0 million
from $32.5 million in 1994.  Gross margin  increased to 43.5% in 1995 from 40.3%
in 1994. The higher gross margin resulted from higher levels of cottonseed sales
and fewer  sales of other  crops  which  resulted  from the shift in  acreage to
cotton.  In  addition,  due to  higher  volumes  processed,  the  cost of  goods
manufactured in 1995 decreased by 5.0% from 1994.

     D&PL's  consolidated  gross profit  remained  flat at $32.5 million in 1994
from $32.4 million in 1993.  Gross margin  decreased to 40.3% in 1994 from 41.8%
in 1993, as a result of higher bulk seed and seed treatment costs, the effect of
which was partially offset by a 6.5% selling price increase.

RESEARCH AND DEVELOPMENT EXPENSES

     Research and development  expenses  increased 47.7% to $9.8 million in 1996
from $6.6 million in 1995.  The increase in research and  development  costs was
primarily  the  result of the  addition  of the Hartz  research  program,  added
Technical  Service  Department  costs and additional  transgenic  costs with the
balance attributable primarily to international activities.

     In 1995, research and development  expenses increased 20.7% to $6.6 million
from $5.5  million in 1994.  The initial  expansion  of the  Technical  Services
Department,  the addition of cotton  research  programs for  Paymaster  and Pima
varieties,  and the increased emphasis on international  research  activities in
Paraguay  and  Australia  all  contributed  to the overall  increase in research
expense.  These  increased  research costs were partially  offset by the savings
recognized  through the  termination  of the hybrid cotton  research and sorghum
research programs and the closure of the San Joaquin cotton research facility.

     Research and development  expenses  increased 19.6% in 1994 to $5.5 million
from $4.6 million in 1993.  In 1994,  the Company  formed a  Transgenic  Product
Development  Team which became  responsible  for all  transgenic  planting  seed
development,   including  NuCOTN  varieties  and  herbicide-tolerant   products.
Further, the Company strengthened its Technical Service Department which gathers
research data on all of its crops to be used to provide farmers agronomic data.

SELLING EXPENSES

     Selling expenses  increased 24.0% to $9.4 million in 1996 from $7.6 million
in 1995.  The increase  was  primarily  due to the  addition of a  telemarketing
department and development and maintenance of a farmer  database,  the formation
and/or  expansion  of  sales  and  marketing  departments  in  Australia  and at
Paymaster and in the international division.

     In 1995,  selling  expenses  increased 30.8% to $7.6 million as compared to
$5.8 million in 1994. This increase was primarily due to the implementation of a
new sales incentive program.

     Selling  expenses  for 1994  increased  slightly to $5.8  million from $5.7
million in 1993. In 1994, the Company maintained an aggressive marketing program
while holding costs relatively flat.

GENERAL AND ADMINISTRATIVE EXPENSES

     General and  administrative  expenses  for 1996  decreased  by 2.0% to $9.4
million as compared to $9.6 million in 1995.

     General  and  administrative  expenses  for  1995  increased  17.8% to $9.6
million as compared to $8.1 million in 1994.  This expected  increase was caused
by increased international business development activities,  higher depreciation
expense,  the  reorganization  of the  Paymaster  business and higher  insurance
costs.

     General and  administrative  expenses for 1994 were $8.1  million,  a 19.1%
increase over 1993 expenses of $6.8 million.  The increased  costs are primarily
related to the costs of being a publicly-traded company, travel and professional
fees  incurred to develop  international  and  domestic  markets and  additional
administrative costs related to Australia, Mexico and Turkey.

UNUSUAL CHARGES RELATED TO ACQUISITIONS

     In  connection  with  the  merger  with  the Sure  Grow  Companies  and the
acquisition of Hartz Cotton,  Inc.,  the Company  recorded  one-time  charges of
approximately $1.4 million during fiscal 1996 for transaction costs. These costs
primarily  include expenses for professional fees related to the acquisitions as
well as  legal  costs  incurred  in  connection  with  the U. S.  Department  of
Justice's  review of the Sure Grow  transaction  and are  presented  as "Unusual
Charges Related to Acquisitions" on the accompanying  Consolidated Statements of
Income.

INTEREST EXPENSE

     Interest expense  increased 20.0% to $2.4 million in 1996 from $2.0 million
in 1995 due primarily to higher average outstanding borrowings. In 1995 interest
expense  increased 42.9% to $2.0 million  compared to $1.4 million in 1994. This
increase was due primarily to higher average  outstanding  borrowings and higher
interest rates.  Interest  expense  decreased 33.3% to $1.4 million in 1994 from
$2.1 million in 1993. The 1994 decrease resulted from lower average  outstanding
borrowings  throughout  the  year  until  May,  when  D&PL  acquired  Paymaster,
partially  offset by slightly  higher  interest rates  experienced in the latter
portion of the year.

OTHER

     In 1996,  other income was  comprised  primarily of gains on sales of fixed
assets and accounts payable discounts received for early payments.  In 1995, the
Company  established  additional  reserves of approximately $2.7 million for its
remaining corn and sorghum inventories.  Also, the Company sold certain corn and
sorghum assets and recognized a gain of approximately $1.6 million. In addition,
the Company  received an  insurance  settlement  of  approximately  $1.1 million
associated with an ice storm in 1994.

NET INCOME AND EARNINGS PER SHARE

     Net income  applicable to common shares increased by 39.4% in 1996 to $15.2
million from $10.9 million in 1995,  and increased by 94.9% from 1994 net income
of $7.8  million.  Primary  earnings per share were $0.70,  $0.52,  and $0.38 in
1996, 1995 and 1994,  respectively.  The number of shares deemed outstanding for
those periods increased because of additional shares issued as a result of stock
options exercised  pursuant to the 1993 Stock Option Plan and additional options
granted pursuant to the 1995 Long-Term Incentive Plan.

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 15 years D&PL has borrowed on a short-term basis to
meet seasonal working capital needs.

     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  early in the fourth fiscal  quarter.  D&PL
also offers distributors, dealers and farmers financial incentives to make early
payments.  In fiscal 1996,  D&PL  received  approximately  $6.5 million in early
payments.  To the extent D&PL  attracts  early  payments  from  customers,  bank
borrowings under the credit facility are reduced.

     In November  1995, the Company and a financial  institution  entered into a
new loan  agreement that replaced the existing  facility.  The new agreement (as
did the agreement it replaced) provided a base commitment of $15.0 million and a
seasonal  commitment  of $35.0  million.  In March  1996,  the bank  approved an
additional seasonal facility of $15.0 million. In June 1996, the base commitment
was increased to $30.0 million and the seasonal  commitment was reduced to $20.0
million to  accommodate  the  anticipated  changes in borrowings  related to the
acquisition  of Sure  Grow.  No  changes  were made to the  additional  seasonal
facility.  The base  commitment is a long-term loan that may be borrowed upon at
any time and is due  January  1,  1999.  Both the  seasonal  commitment  and the
additional  seasonal commitment are working capital loans that may be drawn upon
from September 1 through June 30 of each fiscal year and expire January 1, 1999.
Commencing in January 1997 and in each January  thereafter,  the  facilities are
renewable for another three year term. Each commitment offers variable and fixed
interest rate options and requires the Company to pay facility and/or commitment
fees and to comply with certain financial covenants.  See Note 4 of the Notes to
Consolidated Financial Statements.

     Capital expenditures were $16.0 million,  $10.7 million and $3.7 million in
fiscal 1996, 1995 and 1994, respectively. The 1996 and 1994 expenditures exclude
acquisitions which aggregated $2.2 million and $14.3 million,  respectively. The
increases were the result of the Company  continuing to facilitate growth in its
traditional and transgenic seed products.  This investment strategy included the
commencement  in 1995 of a special  $13.0  million  upgrade of D&PL's  bulk seed
stabilization,  storage,  handling  and  processing  facilities  at three of its
cottonseed  plants. In addition,  a cottonseed  processing plant acquired in the
Paymaster  acquisition has been technologically  upgraded.  Further projects are
planned  for 1997  including  a new  fully  integrated  computer  system,  a new
international  and  administrative  office  building  and further  expansion  of
facilities  in Australia  and South  Africa.  Management  believes  that capital
expenditures will approximate $13.0 to $15.0 million in 1997, excluding expected
capital  expenditures  for foreign joint  ventures  which 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 1997 working
capital needs.

RISKS AND UNCERTAINTIES

     From time to time,  the  Company  may  publish  forward-looking  statements
relating  to such  matters  as  anticipated  financial  performance,  business
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 the following:

     Domestic demand for D&PL's seed will continue to be affected by programs of
     various  governments,  by U.S. government export enhancement  programs 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.

     Further  growth  in  profitability  will  depend  on  weather   conditions,
     government  policies in all  countries  where the Company  sells  products,
     commodity   prices,   the  Company's   ability  to  successfully  open  new
     international  markets,  the Company's ability to successfully  develop the
     Texas High Plains market,  D&PL's  technology  partners'  ability to obtain
     timely government approval 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  capitalize  on these  projects may
     affect future profitability.  Due to the varying levels of agricultural and
     social development of the international  markets in which D&PL operates and
     because of factors within the particular  international markets targeted by
     the Company,  international profitability and growth may take longer and be
     less stable than domestic profitability has been in the past.


<PAGE>


ITEM 8.       CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                                                        INDEX

Financial Statements                                                   Page(s)

The following  consolidated  financial statements of Delta and Pine Land Company
and subsidiaries are submitted in response to Part II, Item 8:

Report of Independent Public Accountants......................................20

Consolidated Statements of Income - for each of the three years in the
 period ended August 31, 1996.................................................21

Consolidated Balance Sheets - August 31, 1995 and 1996........................22


Consolidated Statements of Cash Flows - for each of the three years in the
 period ended August 31, 1996.................................................23


Consolidated Statements of Stockholders' Equity - for each of the three years
 in the period ended August 31, 1996........................................ .24


Notes to Consolidated Financial Statements....................................25




<PAGE>


                                                        

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


TO DELTA AND PINE LAND COMPANY:

     We have audited the accompanying  consolidated  balance sheets of DELTA AND
PINE LAND COMPANY (a Delaware  corporation)  and  subsidiaries  as of August 31,
1995 and 1996, and the related consolidated statements of income, cash flows and
stockholders'  equity for each of the three years in the period ended August 31,
1996.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

     We conducted  our audits in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
in all material respects,  the financial position of Delta and Pine Land Company
and  subsidiaries  as of August  31,  1995 and 1996,  and the  results  of their
operations  and their cash flows for each of the three years in the period ended
August 31, 1996, in conformity with generally accepted accounting principles.



Arthur Andersen LLP

Memphis, Tennessee,
October 11, 1996



<PAGE>


MANAGEMENT'S REPORT:

     The Company is  responsible  for  preparing the  financial  statements  and
related  information  appearing in this  report.  Management  believes  that the
financial  statements  present  fairly the  Company's  financial  position,  its
results of operations and its cash flows in conformity  with generally  accepted
accounting  principles.  In preparing its financial  statements,  the Company is
required to include  amounts based on estimates  and judgments  that it believes
are reasonable under the circumstances.

     The Company  maintains  accounting  and other  systems  designed to provide
reasonable  assurance  that  financial  records  are  reliable  for  purposes of
preparing  financial  statements and that assets are properly  accounted for and
safeguarded. Compliance with these systems and controls is reviewed by executive
management and the accounting  staff.  Limitations exist in any internal control
system,  recognizing  that the  system's  cost  should not  exceed the  benefits
derived.

     The  Board  of  Directors  pursues  its  responsibility  for the  Company's
financial  statements  through its Audit Committee,  which is composed solely of
directors who are not Company  officers or employees.  The Audit Committee meets
from time-to-time with the independent  public  accountants and management.  The
independent public  accountants have direct access to the Audit Committee,  with
and without the presence of management representatives.
<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF INCOME
                                                                           (In thousands, except per share amounts)
-------------------------------------------------------------------------------------------------------------------

                                                                    As Restated
                                                              ----------------------
FOR THE YEARS ENDED AUGUST 31,                                1994               1995               1996
-------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>                <C>                  <C>   

NET SALES AND LICENSING FEES                                $80,602            $98,950            $153,271
COST OF SALES                                                48,135             55,946              97,477

-------------------------------------------------------------------------------------------------------------------
GROSS PROFIT                                                 32,467             43,004              55,794
-------------------------------------------------------------------------------------------------------------------
OPERATING EXPENSES:
  Research and development                                    5,496              6,631               9,794
  Selling                                                     5,819              7,611               9,435
  General and administrative                                  8,152              9,602               9,383
  Unusual charges related to acquisitions                       -                  -                 1,418

-------------------------------------------------------------------------------------------------------------------
                                                             19,467             23,844              30,030
-------------------------------------------------------------------------------------------------------------------

OPERATING INCOME                                             13,000             19,160              25,764
INTEREST EXPENSE, net                                        (1,366)            (2,038)             (2,418)
OTHER                                                           552                539                 383
-------------------------------------------------------------------------------------------------------------------

INCOME BEFORE INCOME TAXES                                   12,186             17,661              23,729
PROVISION FOR INCOME TAXES                                   (4,359)            (6,726)             (8,453)

-------------------------------------------------------------------------------------------------------------------
NET INCOME                                                    7,827              10,935             15,276
DIVIDENDS ON PREFERRED STOCK                                   -                   -                   (39)
-------------------------------------------------------------------------------------------------------------------
NET INCOME APPLICABLE TO COMMON SHARES                       $7,827             $10,935            $15,237

-------------------------------------------------------------------------------------------------------------------
NET INCOME PER SHARE - PRIMARY                              $  0.38             $    0.52        $    0.70
-------------------------------------------------------------------------------------------------------------------

WEIGHTED AVERAGE NUMBER OF SHARES
   USED IN PER SHARE CALCULATIONS   - PRIMARY                  20,849            21,116             21,708
-------------------------------------------------------------------------------------------------------------------

NET INCOME PER SHARE - FULLY DILUTED                        $   0.38           $   0.52          $    0.69
-------------------------------------------------------------------------------------------------------------------
WEIGHTED AVERAGE NUMBER OF SHARES
     USED IN PER SHARE CALCULATIONS - FULLY DILUTED           20,849             21,144             22,086
-------------------------------------------------------------------------------------------------------------------

The accompanying notes are an integral part of these statements.
</TABLE>


<PAGE>



<TABLE>
<CAPTION>

CONSOLIDATED BALANCE SHEETS AS OF AUGUST 31,
-------------------------------------------------------------------------------------------------------------------

                                                                              (In thousands, except share amounts)
-------------------------------------------------------------------------------------------------------------------
                                                                                  As Restated
ASSETS                                                                               1995                   1996
-------------------------------------------------------------------------------------------------------------------
<S>                                                                                  <C>                     <C>

CURRENT ASSETS:
  Cash and cash equivalents                                                     $  8,192               $     560
  Receivables, net of allowance of $219 and $379                                   5,252                  66,650
  Inventories                                                                     20,168                  41,460
  Prepaid expenses                                                                 1,159                   1,363
  Deferred income taxes                                                            1,525                   1,907

-------------------------------------------------------------------------------------------------------------------
       Total current assets                                                       36,296                 111,940
-------------------------------------------------------------------------------------------------------------------

PROPERTY, PLANT AND EQUIPMENT, net                                                41,091                  55,058

NOTES RECEIVABLE FROM EMPLOYEES                                                      833                     629
EXCESS OF COST OVER NET ASSETS OF
    BUSINESSES ACQUIRED, net of accumulated amortization of $47 and $149           1,463                   4,950
INTANGIBLES, net of accumulated amortization of $438 and $576                      3,236                   3,214
OTHER ASSETS                                                                       4,623                   3,869
-------------------------------------------------------------------------------------------------------------------

                                                                                 $87,542                $179,660

-------------------------------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
-------------------------------------------------------------------------------------------------------------------

CURRENT LIABILITIES:
  Notes payable                                                               $    650                  $  2,595
  Accounts payable                                                               6,142                    14,954
  Accrued expenses                                                              11,746                    55,079
  Income taxes payable                                                           6,157                     3,338

-------------------------------------------------------------------------------------------------------------------
       Total current liabilities                                                24,695                    75,966
-------------------------------------------------------------------------------------------------------------------

LONG-TERM DEBT                                                                  12,814                    31,465
DEFERRED INCOME TAXES                                                            2,173                     2,888
COMMITMENTS AND CONTINGENCIES (Notes 7 and 11)
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;
      241,787 shares authorized; no shares issued or outstanding                       -                      -
      Series M Convertible Non-Voting Preferred, par value $0.10 per share;
      600,000 shares authorized; 450,000 shares  issued and outstanding                -                     45
  Common stock, par value $0.10 per share; 50,000,000 shares
      authorized; 20,855,655 and 21,129,630 shares issued and outstanding         2,086                   2,113
  Capital in excess of par value                                                 12,626                  22,424
  Retained earnings                                                              32,751                  45,004
  Cumulative foreign currency translation adjustments                               397                    (245)
-------------------------------------------------------------------------------------------------------------------
       Total stockholders' equity                                                47,860                  69,341
-------------------------------------------------------------------------------------------------------------------
                                                                                $87,542                $179,660
-------------------------------------------------------------------------------------------------------------------



The accompanying notes are an integral part of these balance sheets.
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------------------------------------------------------------------

                                                                                    (In thousands)
--------------------------------------------------------------------------------------------------

                                                                   As Restated
--------------------------------------------------------------------------------------------------
FOR THE YEARS ENDED AUGUST 31,                                   1994        1995           1996
--------------------------------------------------------------------------------------------------
<S>                                                               <C>          <C>           <C>  

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                 $  7,827      $ 10,935     $ 15,276
   Adjustments to reconcile net income to net
     cash provided by (used in) operating activities:
        Depreciation and amortization                            2,544         3,150          4,026
        Loss on disposition of business unit, net                   -          1,183            -
        (Decrease) increase in deferred income taxes               (70)          103           (220)
        Decrease (increase) in notes receivable                     55           105            (61)
        Changes in current assets and liabilities:
         Receivables                                             3,467        (1,846)       (62,161)
         Inventories                                            (4,378)       (2,391)       (20,984)
         Prepaid expenses                                         (374)           34           (207)
         Accounts payable                                        1,317           413          6,828
         Accrued expenses                                       (2,037)        3,103         43,675
         Income taxes payable                                    1,187         2,143         (3,283)
        (Increase) decrease in intangible and other assets       (263)            -             382
        Other, net                                               (576)            -              -

------------------------------------------------------------------------------------------------------
         Net cash provided by (used in) operating activities     8,699        16,932        (16,729)
------------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property and equipment                          (3,701)      (10,674)       (15,960)
   Proceeds from the sale of property and equipment                199         1,460             44
   Acquisitions of businesses                                  (14,298)           -          (1,035)
   (Purchase) sale of investments                                 (221)          (555)          563
   Other, net                                                     (129)           140            -

------------------------------------------------------------------------------------------------------
         Net cash used in investing activities                 (18,150)        (9,629)      (16,388)
------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Payments of short-term debt                                  (11,250)      (24,025)    (30,133)
   Payments of long-term debt                                    (3,795)       (3,854)    (11,300)
   Dividends paid                                                (1,544)       (1,544)     (2,332)
   Proceeds from long-term debt                                  15,089         3,575      32,433
   Proceeds from short-term debt                                 11,250        24,025      32,190
   Proceeds from exercise of stock options
     and tax benefit of stock option exercises                     -               55       4,984
   Other, net                                                        10           205           -
------------------------------------------------------------------------------------------------------
         Net cash  provided by (used in) financing activities     9,760         (1,563)     25,842
------------------------------------------------------------------------------------------------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS               309          5,740       (7,275)
CASH AND CASH EQUIVALENTS, beginning of year                     2,143          2,452        8,192
NET DECREASE IN CASH IN TRANSITION PERIOD (Notes 1 and 12)        -               -           (357)
-------------------------------------------------------------------------------------------------------------------
 
CASH AND CASH EQUIVALENTS, end of year                         $ 2,452      $   8,192      $   560

-------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL CASH FLOW INFORMATION:
   Interest paid, net of capitalized interest                  $ 1,500      $   1,900     $  2,400
   Income taxes paid                                           $ 3,200      $   3,900     $  9,400
-------------------------------------------------------------------------------------------------------------------


The accompanying notes are an integral part of these statements.
</TABLE>


<PAGE>



<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED AUGUST 31, 1994, 1995 AND 1996
-----------------------------------------------------------------------------------------------------------------
                                                                                 (In thousands, except share data)
-----------------------------------------------------------------------------------------------------------------

                                                                                                       Cumulative
                                                                                                          Foreign
                                                                       Capital in                        Currency
                                          Preferred      Common         Excess of        Retained     Translation
                                            Stock          Stock        Par Value        Earnings     Adjustments

------------------------------------------------------------------------------------------------------------------
<S>                                           <C>          <C>             <C>              <C>           <C>

Balance at August 31, 1993 (As Restated)$      -      $   2,085       $   12,571        $  17,077  $     (140)
Cash dividends, $0.08 per share                -            -                -            (1,544)         -
Net income                                     -            -                -             7,827          -
Foreign currency translation adjustment        -            -                -               -           148
-------------------------------------------------------------------------------------------------------------------
Balance at August 31, 1994 (As Restated)       -          2,085           12,571           23,360          8
Cash dividends, $0.08 per share                -            -                -             (1,544)        -
Net income                                     -            -                -             10,935         -
Exercise of stock options and tax benefit
     of stock option exercises                 -              1               55              -           -
Foreign currency translation adjustment        -            -                -                -           389
-------------------------------------------------------------------------------------------------------------------
Balance at August 31, 1995 (As Restated)       -           2,086          12,626           32,751         397
Cash dividends, $0.11 per share                -            -                -             (2,332)        -
Net income                                     -            -                -             15,276         -
Exercise of stock options and tax benefit
     of stock option exercises                 -            27             4,957             -            -
Series M Convertible preferred stock issuance 45            -              4,841             -            -
Net loss applicable to transition
     period (Notes 1 and 12)                   -            -               -                (691)        -
Foreign currency translation adjustment        -            -               -                -           (642)
-------------------------------------------------------------------------------------------------------------------
Balance at August 31, 1996                $   45         $ 2,113        $ 22,424         $ 45,004     $  (245)
-------------------------------------------------------------------------------------------------------------------




The accompanying notes are an integral part of these statements.

</TABLE>


<PAGE>


--------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

     Delta  and Pine  Land  Company  and  subsidiaries  (the  "Company")  breed,
produce,  condition and market cotton and soybean  planting  seed. In connection
with its seed operations,  the Company farms approximately 2,000 acres,  largely
for the production of cotton and soybean  foundation  seed.  That land is leased
from a former  stockholder on terms and at rates that management  believes to be
prevailing.

     The Company has annual  agreements with various growers to produce seed for
cotton and  soybeans.  The  growers  plant 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 quality standards upon harvest, the
Company is obligated to purchase  specified minimum quantities of seed at prices
equal to the  commodity  market price of the seed,  plus a grower  premium.  The
Company then conditions the seed for sale as planting seed.

Basis of Presentation

     The  accompanying  financial  statements  include the accounts of Delta and
Pine Land Company and its  subsidiaries.  The reported results for 1994 and 1995
(as restated) and 1996 include the results of operations of Arizona  Processing,
Inc.,  Ellis  Brothers Seed,  Inc. and  Mississippi  Seed,  Inc. (the "Sure Grow
Companies"  or "Sure  Grow"),  with  which the  Company  merged in May 1996 in a
pooling-of-interests  transaction.  The acquired companies were on a fiscal year
ending  June 30. As of August  31,  1996,  the fiscal  year end of the  acquired
companies  was  changed to August 31. The net loss in the  two-month  transition
period  from July 1, 1996 to August  31,  1996 is shown as a single  line in the
Consolidated  Statements  of  Stockholders'  Equity.   Significant  intercompany
accounts and transactions have been eliminated in consolidation.

     In connection  with the  acquisition  of the Sure Grow  Companies and Hartz
Cotton,  Inc.,  (See Note 12),  the Company  recorded  anticipated  nonrecurring
charges of  approximately  $1.4  million  for  transaction  costs.  These  costs
primarily  include  professional  fees  (including  costs  related  to the  U.S.
Department of Justice review of the Sure Grow  acquisition) and are presented as
"Unusual  Charges  Related to  Acquisitions"  on the  accompanying  Consolidated
Statements of Income.

Cash Equivalents

Cash equivalents  include overnight  repurchase  agreements and other short-term
investments having an original maturity of less than three months.



<PAGE>


Property, Plant and Equipment

Property,  plant and equipment are stated at cost. Depreciation and amortization
are provided for financial  reporting  purposes using the  straight-line  method
over the estimated useful lives of the assets.  Accelerated methods are used for
income tax  purposes.  The  estimated  useful  lives of the  various  classes of
property, in years, are as follows:

     Land improvements                        5-20
     Buildings and improvements              10-35
     Machinery and equipment                  3-15
       Germplasm, breeder and
        foundation seed                      10-40



<PAGE>


-------------------------------------------------------------------------------
The  germplasm,  breeder  and  foundation  seed  was  purchased  as  part of the
Paymaster  and  Hartz   acquisitions   and  includes  amounts  for  specifically
identified  varieties  and for  breeding  stocks.  The amounts  associated  with
specific  varieties are  amortized  over the expected  commercial  life of those
varieties.     Breeding     stocks    are     amortized     over    40    years.
-------------------------------------------------------------------------------

Intangible Assets and Deferred Charges

     Intangible  assets  consist of  trademarks,  patents  and other  intangible
assets  and are being  amortized  using the  straight-line  method  over 5 to 40
years. Excess of cost over net assets of businesses acquired are being amortized
using the  straight-line  method over 40 years.  Organization  costs for foreign
ventures are deferred and are amortized over five years.

Foreign Currency Translation

     Financial  statements of foreign operations where the local currency is the
functional  currency are translated using exchange rates in effect at period end
for assets and  liabilities  and average  exchange  rates  during the period for
results  of   operations.   Financial   statements   of  foreign   entities   in
highly-inflationary  economies are translated as though the functional  currency
is United States  currency.  Translation  adjustments are reported as a separate
component of stockholders'  equity.  Gains and losses from foreign  transactions
are included in earnings.

Income Taxes

     The Company uses the liability method of accounting for income taxes. Under
this  method,  deferred  tax  assets and  liabilities  are  determined  based on
differences  between financial reporting and tax bases of assets and liabilities
and are measured using enacted tax rates and laws.


<PAGE>


Fair Value of  Financial Instruments

The fair  value of the  Company's  financial  instruments  at  August  31,  1996
approximates their carrying value.

Revenue Recognition

     Domestic  revenues from the sale of planting seed, less estimated  reserves
for returns, are recognized when the seed is shipped. International revenues are
recognized  upon the later of either when the seed is shipped or when letters of
credit are cleared.  Revenues from farm  operations  are  recognized at the time
crops are harvested and sold.  Costs incurred in producing crops are included as
inventory  until  these  two  events  occur.  Revenues  from   commercialization
agreements  and  royalties  are  recognized  when earned and are included in net
sales and  royalties.  Revenues from Bollgard  licensing  fees (net of estimated
distributor and dealer  commissions) are recognized based on the number of acres
estimated  to be  planted  with such seed  when  such  seed is  shipped  and are
recorded as net sales.  Payments due to licensors of technology  are recorded as
cost of sales.

Research and Development

All research and  development  costs incurred to breed and produce  experimental
seed are expensed.  Costs incurred to produce sufficient  quantities of planting
seed needed for  commercialization  are carried as inventory  until such seed is
sold.  Cotton lint and other  by-products of transgenic seed production are also
carried as inventory until sold.

Reclassifications

Certain 1994 and 1995  balances  have been  reclassified  to conform to the 1996
presentation.

Use of  Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported  amounts of income and expenses during the reporting period. Actual
results could differ from those estimates.

Implementation of Financial Accounting Standards

SFAS No. 116, "Accounting for Contributions Received and Contributions Made," is
effective  for fiscal years  beginning  after  December  15, 1994.  Although the
Company  periodically  makes  contributions to universities and other non-profit
organizations,   the  Company's   consolidated   financial  statements  are  not
significantly affected by this statement.


SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and Long-Lived
Assets to be Disposed Of" was issued, effective for fiscal years beginning after
December 15, 1995. The Company currently has no impaired assets and,  therefore,
was not affected by this statement.

SFAS No. 123,  "Accounting for Stock-Based  Compensation",  was issued effective
for fiscal years beginning December 15, 1995. Under this standard, companies may
continue  to use  the  intrinsic  value  methodology  prescribed  by  Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees",  or
may apply a fair value methodology used in SFAS No. 123. The Company anticipates
continuing to account for stock-based  compensation  using the intrinsic method,
therefore,  SFAS  No.  123 will not have an  impact  on the  Company's  reported
results of  operations  or financial  position.  The Company  plans to adopt the
disclosure requirements of SFAS No. 123 effective in fiscal 1997.

2.   INVENTORIES

Inventories at August 31, consisted of the following:
                       (As Restated)
                            1995                      1996

  Finished goods        $17,534,000                $28,634,000
  Raw materials           3,975,000                 13,367,000
  Growing crops             731,000                    579,000
  Supplies                  750,000                    814,000

                         22,990,000                 43,394,000
  Less reserves          (2,822,000)                (1,934,000)

                         $20,168,000               $41,460,000


Substantially  all finished  goods and raw  material  inventory is valued at the
lower of average  cost or market.  Growing  crops and  supplies  are recorded at
cost.

3.   PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment at August 31, consisted of the following:

                                              (As Restated)
                                                  1995                1996
--------------------------------------------------------------------------------

  Land and improvements                      $    3,349,000      $   3,881,000
  Buildings and improvements                     16,943,000         24,877,000
  Machinery and equipment                        23,056,000         31,409,000
  Germplasm, breeder and foundation seed          8,000,000          9,500,000
  Construction in progress                        6,494,000          5,840,000
--------------------------------------------------------------------------------
                                                 57,842,000         75,507,000
  Less accumulated depreciation                 (16,751,000)       (20,449,000)
--------------------------------------------------------------------------------
                                               $ 41,091,000       $ 55,058,000


<PAGE>


4.   NOTES PAYABLE AND LONG-TERM DEBT

     In October  1994,  the Company  renewed its loan  agreement  with a bank to
provide a base  commitment of $15.0  million and a seasonal  commitment of $35.0
million,  both expiring in 1997.  The base  commitment was a long-term loan that
could be borrowed upon at any time. The seasonal  commitment could be drawn upon
from  September  through  June of each fiscal year.  Each of the two  facilities
permitted  the  Company  to select  between  fixed and  variable  interest  rate
options, to specify what portion of each loan was covered by a specific interest
rate option and the applicable funding period for which the interest rate option
was to apply.  In 1995,  the  Company  and the bank  negotiated  new terms which
reduced the interest rates  charged.  The combined  average  interest rates paid
were 5.0% and 7.0% in 1994 and 1995, respectively. The Company paid a commitment
fee of 1/5 of 1% per annum on the unused portion of the seasonal  commitment and
a  commitment  fee of 1/4 of 1% per  annum  on the  unused  portion  of the base
commitment.

     In November 1995,  the Company and another  financial  institution  entered
into a new loan agreement that replaced the existing facility. The new agreement
provided a base  commitment of $15.0 million and a seasonal  commitment of $35.0
million.  In March 1996,  the bank approved an additional  seasonal  facility of
$15.0 million.  In June 1996, the base commitment was increased to $30.0 million
and the seasonal  commitment  was reduced to $20.0  million to  accommodate  the
anticipated  changes in borrowings  related to the  acquisition of Sure Grow. No
changes were made to the additional seasonal facility.  The base commitment is a
long-term loan that may be borrowed upon at any time and is due January 1, 1999.
Both the seasonal  commitment and the additional seasonal commitment are working
capital  loans that may be drawn upon from  September 1 through  June 30 of each
fiscal year and expire  January 1, 1999.  Commencing in January 1997 and in each
January  thereafter,  the  facilities are renewable for another three year term.
Each commitment offers variable and fixed interest rate options and requires the
Company  to pay  facility  and/or  commitment  fees and to comply  with  certain
financial covenants. The combined average interest rate for 1996 was 6.5%.

     The financial  covenants  under the new loan agreement  require the Company
to: (a)  maintain  minimum  tangible  net worth in an amount not less than $20.0
million increased by 50% of net income each fiscal year; (b) not allow the ratio
of total  liabilities to tangible net worth to exceed 1.5 to 1; and (c) maintain
a cash flow coverage ratio of at least 2 to 1. At August 31, 1996, the Company's
ratio of total  liabilities  to tangible net worth was 1.9 to 1.0, which exceeds
the permitted ratio. The bank waived compliance with this covenant.

5.   ACCRUED EXPENSES

Accrued expenses at August 31, consisted of the following:
                                     (As Restated)
                                         1995                   1996
---------------------------------------------------------------------------

   Sales returns and allowances        $5,464,000           $5,650,000
   Payroll                              2,073,000            2,004,000
   Bollgard licensing expenses          -                   43,403,000
   Other accrued expenses               4,209,000            4,022,000
---------------------------------------------------------------------------

                                      $11,746,000          $55,079,000


6.   INCOME TAXES

The provisions for income taxes for the years ended August 31,  consisted of the
following:
                           (As Restated)
                    ----------------------------
                      1994                 1995                  1996
--------------------------------------------------------------------------------

  Current-
    Federal         $3,845,000          $5,734,000             $7,520,000
    State              593,000             889,000              1,153,000
  Deferred             (79,000)            103,000               (220,000)
                    $4,359,000           $6,726,000            $8,453,000


The  differences  between  the  statutory  Federal  income tax rate and the
effective rate are as follows:               (As Restated)
                                          --------------------
                                           1994          1995        1996
--------------------------------------------------------------------------------

  Statutory rate                          34.2%         34.4%        35.0%
  Increases in tax resulting from:
    State taxes, net of federal 
    tax benefit                            3.1            3.1         3.1
  Other                                   (1.5)           0.6        (2.5)
--------------------------------------------------------------------------------
  Effective rate                          35.8%          38.1%       35.6%

The components of deferred income taxes at August 31, are as follows:

 Deferred tax assets:                      As Restated)
                                          ------------
                                              1995                  1996
                                           ----------            -----------
   Inventory                               $ 1,090,000          $  1,293,000
   Charitable contributions                        -                 769,000
   Compensation                                210,000               278,000
   Self-insurance and other reserves           289,000               324,000
   Other                                       174,000               126,000
                                            ------------        ------------
                                             1,763,000             2,790,000
                                            -----------          -----------

 Deferred tax liabilities:

   Property                                 (1,511,000)          (2,679,000)
   Pension                                    (445,000)            (280,000)
   Other                                      (455,000)            (812,000)
                                             ----------          -----------
                                            (2,411,000)          (3,771,000)
                                            ------------         -----------
   Net deferred income taxes               $  (648,000)         $  (981,000)
                                            ============         ============


<PAGE>


7.   LEASES

     The Company  leases real estate and  machinery  and  equipment  used in its
operations.  Substantially  all rent  expense is recorded as cost of sales.  The
Company has no capital  leases.  Future minimum rental payments after 1996 under
operating leases with initial or remaining noncancellable terms in excess of one
year are as follows:

                1997      $  440,000
                1998      $  173,000
                1999      $  134,000
                2000      $  104,000
                2001      $   91,000

The  Company  annually  leases  farmland  and related  facilities  from a former
stockholder  (See Note 1). Rent expense for the years ended August 31, consisted
of the following:



                                           1994         1995          1996
--------------------------------------------------------------------------------

  Rent paid to former stockholder      $  293,000     $ 258,000   $   281,000
  Other rents                           1,269,000     1,030,000     1,101,000
--------------------------------------------------------------------------------
                                       $1,562,000    $1,288,000    $1,382,000
--------------------------------------------------------------------------------



8. EMPLOYEE BENEFIT PLANS

Defined Benefit Plan -

     Substantially  all  full-time  employees  are covered by a  noncontributory
defined  benefit plan (the  "Plan").  Benefits are paid to  employees,  or their
beneficiaries, upon retirement, death or disability based on their final average
compensation  over the  highest  consecutive  five years.  Plan  assets  consist
primarily of U.S. government  securities and common stock. The Company's funding
policy  is to make  contributions  to the Plan  that  are at least  equal to the
minimum  amounts  required to be funded in  accordance  with the  provisions  of
ERISA.

     Effective  January 15, 1992, the Company  adopted a Supplemental  Executive
Retirement Plan (the "SERP"),  which will pay  supplemental  pension benefits to
certain  employees  whose  benefits from the Plan were  decreased as a result of
certain  changes made to the Plan.  The  benefits  from the SERP will be paid in
addition to any benefits the participants may receive under the Plan and will be
paid from Company assets,  not Plan assets. The annual cost of the SERP for each
of 1994, 1995 and 1996 approximated  $100,000.  In May, 1995, the Company funded
$250,000  to  an  irrevocable   trust   established  to  make  payments  to  the
participants.  The SERP's unfunded  accumulated  benefit  obligation at June 30,
1995 and 1996 was $119,000 and $216,000, respectively.


<PAGE>


   

The measurement of Plan and SERP assets and obligations was performed as of June
30. The  following  sets forth the Plan's and SERP's  funded  status and amounts
recognized in the Company's financial statements as of August 31(1995 amounts
have been restated to combine the information for the Plan and the SERP):

                                                       1995             1996
--------------------------------------------------------------------------------
  Actuarial present value of accumulated 
    benefit obligation,including vested 
    benefits of $4,927,000 in 1995 and
    $5,714,000 in 1996                                $5,417,000    $5,847,000
--------------------------------------------------------------------------------
  Plan assets at fair value                           $6,417,000    $7,237,000
  Projected benefit obligations for 
  service rendered to date                            (5,782,000)   (6,239,000)
--------------------------------------------------------------------------------
  Plan assets in excess of projected 
    benefit obligation                                   635,000       998,000
  Unrecognized prior service cost                         68,000        65,000
  Unrecognized net gain                                 (230,000)     (900,000)
  Unrecognized net obligation                            792,000       673,000
--------------------------------------------------------------------------------
  Prepaid pension expense                             $1,265,000    $  836,000
--------------------------------------------------------------------------------


Net  periodic  pension  expense  and Company  contributions  for the years ended
August 31, were as follows (1994 and 1995 amounts have been restated to combine
the information for the Plan and the SERP):

                                            1994         1995           1996
--------------------------------------------------------------------------------
 Service cost                            $ 391,000     $ 425,000     $  462,000
 Interest cost on projected benefit
   obligation                              295,000       362,000        401,000
 Actual return on assets                  (177,000)   (1,035,000)    (1,064,000)
 Amortization of transitional obligation   119,000       119,000        119,000
 Net unrecognized loss (gain) and 
   amortization                           (290,000)      566,000        511,000
--------------------------------------------------------------------------------
 Net periodic pension expense            $ 338,000     $ 437,000     $  429,000
--------------------------------------------------------------------------------
 Company contributions                   $ 279,000     $ 250,000     $    -
--------------------------------------------------------------------------------
    


The actuarial present value of the projected  benefit  obligation was determined
using a  weighted-average  interest  rate of 7% in 1995 and  7.5% in 1996,  with
assumed salary increases of 4% in 1995 and 1996. The expected  long-term rate of
return on assets was 9% in both 1995 and 1996.  Prior  service cost is amortized
over 15 years.

Defined Contribution Plan -

D&PL sponsors a defined  contribution  plan under Section 401(k) of the Internal
Revenue Code which covers  substantially all full-time employees of the Company.
The Company,  at its option,  may elect to make  matching  contributions  to the
Plan. No matching contributions were made in 1994, 1995 or 1996.


<PAGE>



9. MAJOR CUSTOMERS, EXPORT SALES AND FOREIGN OPERATIONS

In fiscal 1994, 1995, and 1996 sales to two customers comprised more than 10% of
total sales. The approximate amount of annual sales to each of the two customers
were as follows:
                               (As Restated)
                         --------------------------
 Customer                  1994                1995             1996
-------------------------------------------------------------------------------
      A                $12,700,000          $14,700,000     $22,400,000
      B                  8,500,000           10,500,000      16,200,000


International sales (including export sales) approximated $2,900,000, $7,100,000
and $12,600,00 in 1994, 1995 and 1996, respectively.  Sales and operating income
attributable  to the Company's  subsidiaries  in Mexico and  Australia  were not
material.

10.  RELATED PARTY TRANSACTIONS

A partner of a law firm that  represents  the Company is also a stockholder  and
serves as  corporate  secretary.  The  Company  paid  legal fees to that firm of
approximately   $350,000,   $300,000  and  $575,000  in  1994,  1995  and  1996,
respectively.

During  1994,  1995 and 1996,  a director  of the  Company  provided  consulting
services  associated  with the  development  and  negotiation  on  behalf of the
Company  of  certain  international  joint  ventures.   Such  fees  approximated
$100,000, $10,000 and $6,000 in 1994, 1995 and 1996, respectively.

In 1993,  D&PL  loaned  certain  officers  and  employees  $170,000  to exercise
Southwide,  Inc.,  (D&PL's now  liquidated  parent) stock  options.  These notes
receivable bore interest at prime, were due in June 1996 and were collateralized
by the  D&PL  common  stock  received  by the  optionee  in the  liquidation  of
Southwide,  Inc. At August 31,  1996,  these notes  receivable  had been paid in
full.

11.  COMMITMENTS AND CONTINGENCIES

     The Company,  Monsanto and other third  parties were named as defendants in
two  lawsuits  filed in Texas in  August,  1996.  A third  lawsuit  was filed in
October 1996 in Louisiana.  Two of these suits request that they be certified as
a class action.  The plaintiffs allege,  among other things,  that D&PL's NuCOTN
varieties,  which contain  Monsanto's  Bollgard  gene,  did not perform as these
farmers has anticipated  and, in particular,  did not fully protect their cotton
crops from certain lepidopteran insects.  Pursuant to the terms of the Agreement
between D&PL and Monsanto,  Monsanto has assumed  responsibility for the defense
of these claims since vendee claims for failure of the Bollgard gene are subject
to a  duty  of  defense  by  Monsanto  and  prorata  indemnification  under  the
Agreement.  Under the  applicable  indemnity  provisions,  defense costs and any
liability to the  plaintiffs  related to claims covered by the Agreement will be
apportioned  71% to  Monsanto  and 29% to D&PL.  Some of the claims made in this
litigation  concerning  the  quality  of seed  and  seed  coat  treatments,  not
involving  failure of performance of the Bollgard gene or  representations  with
respect thereof, may not be within the scope of Monsanto's indemnity obligation.
The Company would be required to bear any damages  relating to product  defects,
if  any,  not  involving  a  failure  of the  Bollgard  gene to  provide  insect
resistance.  D&PL intends to cooperate with Monsanto in its anticipated vigorous
defense of these  claims.  D&PL  believes  that these  claims  will be  resolved
without any material impact on the Company's financial statements.

     In October 1996,  Mycogen and  Agrigenetics,  Inc.  filed a lawsuit  naming
D&PL,  Monsanto and DeKalb Genetics as defendants alleging that two of Mycogen's
recently  issued  patents have been  infringed by the defendants by selling seed
that  contains  the  Bollgard  gene.  Pursuant  to the  terms of the  Agreement,
Monsanto  is  required to defend D&PL  against  patent  infringement  claims and
indemnify  D&PL  against  damages  from any  patent  infringement  claims.  D&PL
believes that the  resolution  of the matter will not have a material  impact on
the Company or its financial statements.

     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  $900,000 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 or
its  financial  statements.  The  Company  continues  to offer  seed for sale in
Guatemala.

     The  Company is  involved  in various  other  claims  arising in the normal
course of business.  Management believes such matters are without merit and will
be resolved without any material effect on the Company's  financial  position or
its results of operations.

     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.  The CID  states  that  the  USDOJ is
investigating  whether this  transaction  may have  violated the  provisions  of
Section 7 of the Clayton  Act, 15 USC Section 18. D&PL is  currently  engaged in
responding to the CID and is committed to full  cooperation  with the USDOJ.  At
the present time, the ultimate outcome of the investigation cannot be predicted.

     The Company has  noncancellable  contracts  outstanding for various capital
improvement  projects  which will be  completed  in 1997.  At August  31,  1996,
amounts to be paid under such contracts approximates $5,100,000.

12.  MERGERS AND ACQUISITIONS

     In February,  1996, the Company acquired Hartz Cotton,  Inc. from Monsanto,
which included cotton planting seed  inventories,  germplasm,  breeding  stocks,
trademarks,  trade names and other assets, for approximately  $6.0 million.  The
consideration  consisted  primarily of 450,000 shares of the Company's  Series M
Convertible  Non-Voting  Preferred  Stock.  Pro  forma  financial  data  is  not
presented  because the impact of this acquisition  (accounted for as a purchase)
was  not  material  to the  Company's  results  of  operations  for  any  period
presented.

     The  Company  merged  with  the  Sure  Grow  Companies  in  May  1996  in a
pooling-of-interests  transaction  valued at approximately  $70.0 million.  D&PL
exchanged  approximately 1.5 million unregistered shares of its common stock for
all outstanding  shares of the Sure Grow Companies.  The acquired companies were
on a fiscal year ending June 30. As of August 31, 1996,  the fiscal year ends of
the  acquired  companies  were  changed to August 31. The  following  summarizes
income  statement data of the Sure Grow Companies for the period  beginning July
1, 1996 and ending August 31, 1996:

          Sales                                   $    574,000
          Cost of sales                             (1,043,000)
          Operating expenses                          (207,000)
          Other                                        (15,000)
                                                 --------------
          Net loss                                 $  (691,000)
                                                   ============

     The combined net loss of $ (691,000) in the  transition  period is included
as a separate item in the accompanying  Consolidated Statements of Stockholders'
Equity.  The net change in cash during the transition period was a decrease of $
357,000  and  this  amount  is  included  as a single  item in the  accompanying
Consolidated Statements of Cash Flows.

13.  STOCKHOLDERS' EQUITY

Preferred Stock

     The Board of  Directors  of the Company is  authorized,  subject to certain
limitations prescribed by law, without further stockholder approval, to issue up
to an aggregate of 2,000,000  shares of Preferred  Stock, in one or more series,
and to  determine  or  alter  the  designations,  preferences,  rights  and  any
qualifications,  limitations or  restrictions  on the shares of each such series
thereof,  including dividend rights,  dividend rates,  conversion rights, voting
rights,  terms of redemption  (including  sinking fund  provisions),  redemption
price or prices,  liquidation  preferences and the number of shares constituting
any series or designations of such series.

     In August,  1996, the Board of Directors adopted a Stockholder  Rights Plan
and declared a dividend of one preferred stock purchase right ("right") for each
outstanding  share of the Company's Common Stock.  Similar rights have been, and
generally will be, issued in respect of Common Stock subsequently  issued.  Each
right  becomes  exercisable,  upon the  occurrence  of certain  events,  for one
one-hundredth of a share of Series A Junior Participating Preferred Stock, $0.10
par value,  at a purchase  price of $175 per one  one-hundredth  of a  Preferred
Share,  subject to  adjustment.  In the event that the  Company is acquired in a
merger or other business  combination  transaction  not approved by the Board of
Directors, each holder of a right shall have the right to receive that number of
shares of common stock of the surviving  company which would have a market value
of two times the exercise price of the right. Under the Stockholder Rights Plan,
241,787  shares  of  Series A Junior  Participating  Preferred  Stock  have been
reserved.  The rights currently are not exercisable and will be exercisable only
if a  person  or  group  acquires  beneficial  ownership  of 15% or  more of the
Company's outstanding shares of Common Stock. The rights, which expire on August
30, 2006, are redeemable in whole,  but not in part, at the Company's  option at
any time for a price of $0.01 per right.

     The Company issued 450,000 shares (after effect of stock split) of Series M
Convertible  Non-voting Preferred Stock in February,  1996, as consideration for
the  purchase  of Hartz  Cotton,  Inc.  from  Monsanto.  The holders of Series M
Preferred Stock are entitled to receive  dividends at the same rate per share as
is paid from time to time on each share of the Common Stock of the Company,  and
no more,  when and as  declared by the Board of  Directors.  In the event of any
liquidation,  dissolution  or winding up of the  Company,  either  voluntary  or
involuntary,  the  holders of Series M  Preferred  Stock  shall be  entitled  to
receive,  prior to and in  preference to any  distribution  to holders of Common
Stock or any other class of security of the Company, $24.775 per share of Series
M Preferred  Stock.  The Series M Preferred Stock is convertible  beginning upon
the seventh  anniversary  of the date on which the Series M Preferred  Stock was
issued or the occurrence of other specified events, whichever occurs first.

Stock Option Plans

     In April,  1993, the Board of Directors and stockholders  approved the 1993
Stock Option Plan.  Options to purchase up to 1,440,000  shares (after effect of
stock  splits) of Common Stock were  authorized at an option price not less than
the market price on the date of grant.

     On October 17, 1995,  the  Company's  Board of  Directors  adopted the 1995
Long-Term Incentive Plan (the "Incentive Plan") pursuant to which stock options,
stock  appreciation  rights,  restricted  shares of Common Stock and performance
units may be  awarded  to  officers,  key  employees  and  directors.  Under the
Incentive  Plan,  1,440,000  shares of Common Stock of the Company are available
for grant.  Shares  subject to options and awards which expire  unexercised  are
available for new option grants and awards. The Company's  stockholders ratified
the adoption of the Incentive Plan at the 1996 annual meeting. Future members of
the Board of Directors  receive  automatic grants upon being named to the Board.
Such options are exercisable  ratably over five years  commencing after one year
from the date of grant.


<PAGE>



Stock Options                     Number of Shares               Price Range
--------------------------------------------------------------------------------

Outstanding at August 31, 1993              -                              -
Granted                             1,155,000(a)               8 5/16 - 8 13/16
Exercised                                   -                             -
Lapsed or canceled                          -                             -
--------------------------------------------------------------------------------

Outstanding at August 31, 1994        1,155,000                8 5/16 - 8 13/16
Granted                                     -                              -
Exercised                                (6,600)               8 5/16 - 8 13/16
Lapsed or canceled                          -                              -
--------------------------------------------------------------------------------

Outstanding at August 31, 1995        1,148,400                8 5/16 - 8 13/16
Granted                                 427,499                    19 - 28 1/16
Exercised                              (274,350)               8 5/16 - 8 13/16
Lapsed or canceled                      (20,600)                   8 5/16 - 19
--------------------------------------------------------------------------------

Outstanding at August 31, 1996        1,280,949                8 5/16 - 28 1/16
--------------------------------------------------------------------------------

(a) Includes  options for 180,000 shares (after effect of stock splits)  granted
to the  members  of the  Board  of  Directors  in June  1994  subject  to  final
stockholder approval at the 1995 Annual Meeting. Prior to such grant, holders of
a majority of  shares approved an Amendment to the 1993 Stock Option  Plan that
provided for an automatic  grant of options for 30,000  shares  (after effect of
stock splits) to each current and all future  members of the Board of Directors.
This Amendment was formally approved at the 1995 annual stockholders meeting.

Common Stock

     In October  1995,  the Board of Directors  authorized a 4 for 3 stock split
effected in the form of a  dividend,  with no change in the par value per share,
distributed  on December 15, 1995 to the  stockholders  of record on December 1,
1995. In March 1996, the Board of Directors authorized a 3 for 2 stock split for
common  and  preferred  shares  outstanding  to be  effected  in the  form  of a
dividend,  with no change in par value per share,  distributed on April 15, 1996
to  stockholders  of record on March  29,  1996.  Both  stock  splits  have been
reflected in the accompanying financial statements.

14.  UNAUDITED QUARTERLY FINANCIAL DATA

     All of the  Company's  domestic  seed  products  are  subject  to return or
credits,  which  vary  from  year to  year.  The  annual  level of  returns  and
ultimately  net  sales  and  net  income  are  influenced  by  various  factors,
principally weather conditions occurring in the spring planting season (spanning
the  Company's  third and fourth  fiscal  quarters).  The Company  provides  for
estimated  returns as sales are made.  To the extent  actual  returns and actual
acreage  planted with seed  containing the Bollgard gene differ from  estimates,
adjustments  to  the  Company's   operating   results  are  recorded  when  such
differences become known. All significant  returns occur or are accounted for by
fiscal  year end.  Generally,  international  sales are not  subject  to return.
Substantially  all Company sales are concentrated in the second and third fiscal
quarters.  As a result,  the Company  generally  incurs  losses in the first and
fourth quarters.  Management believes that such seasonality is common throughout
the seed industry.


<PAGE>
   

<TABLE>
<CAPTION>

Summarized unaudited quarterly financial data is as follows:

                                                                                  (In thousands, except per share data)

----------------------------------------------------------------------------------------------------------------------------
 Fiscal 1994:  Three months ended                                                         (As Restated)
                                                           -----------------------------------------------------------------
                                                                  November 30       February 28       May 31      August 31
----------------------------------------------------------------------------------------------------------------------------
    <S>                                                               <C>              <C>             <C>            <C>   

 Net sales and  licensing fees .................................   $  1,346           $ 32,218      $ 44,894      $   2,144
                                                                                                                      
 Gross profit ..................................................        (32)            12,387        20,250           (138)
 Net income (loss) .............................................     (2,583)             4,197         9,201         (2,988)
 Net income (loss) per share-primary(1) ........................      (0.12)              0.20          0.44          (0.14)
                                                                                                                      
 Weighted average number of shares
    used in quarterly per share calculations-primary(2) ........     20,849             20,849        20,849          20,849
                                                                                                                     
 Net income (loss) per share-fully diluted(1) ..................      (0.12)              0.20          0.44          (0.14)
                                                                                                                      
 Weighted average number of shares
    used in quarterly per share calculations-fully diluted(2)        20,849             20,849        20,849          20,849
                                                                                                           

----------------------------------------------------------------------------------------------------------------------------
 Fiscal 1995: Three months ended                                                        (As Restated)
                                                             ---------------------------------------------------------------
                                                                   November 30     February 28      May 31      August 31
----------------------------------------------------------------------------------------------------------------------------    
 Net sales and licensing fees ..................................   $  2,295          $ 46,049      $ 49,189        $  1,417   
                                                                                                                       
 Gross profit ..................................................        544            20,249        22,182              29
 Net income (loss) .............................................     (3,370)            8,418         9,278          (3,391)
 Net income (loss) per share-primary(1) ........................      (0.16)             0.40          0.44           (0.16)
                                                                                                                     
 Weighted average number of shares
    used in quarterly per share calculations-primary(2) ........     20,849            20,849        21,148          20,854
                                                                                                                     
 Net income (loss) per share-fully diluted(1) ..................      (0.16)             0.40          0.44           (0.16)
                                                                                                                      
 Weighted average number of shares
    used in quarterly per share calculations-fully diluted(2)        20,849            21,031        21,230          20,854 
                                                                                                                     
                                                                                                                
----------------------------------------------------------------------------------------------------------------------------
 Fiscal 1996: Three months ended                                          (As Restated)
                                                                 ----------------------------
                                                                   November 30    February 29      May 31        August 31
----------------------------------------------------------------------------------------------------------------------------
                                                                                                               

 Net sales and licensing fees ..................................   $  5,326        $ 63,404      $ 82,650         $   1,891
 Gross profit ..................................................        298          24,868        29,735               893
 Net income (loss) applicable to
      common shares ............................................     (3,740)         10,404         13,353           (4,780)
 Net income (loss) per share-primary(1) ........................      (0.18)           0.48          0.61             (0.23)
                                                                                                                       
 Weighted average number of shares
    used in quarterly per share calculations -primary(2) .......     20,861          21,696        21,996            21,068
                                                                                                                      
 Net income (loss) per share-fully diluted(1) ..................      (0.18)           0.47          0.59             (0.23)
 Weighted average number of shares used
    in quarterly per share calculations-fully diluted(2) .......     20,861          22,000        22,546            21,068
                                                                                                                     
                                                                                                                
 (1)The sum of the quarterly net income (loss) per share amounts may not
    equal  the  annual  amount  reported  since per  share  amounts  are
    computed independently for each quarter, whereas annual earnings per
    share  are  based  on the  annual  weighted  average  shares  deemed
    outstanding.
 (2) After  adjustment for the stock splits declared in October 1995 and
     in March 1996 and the issuance of 1,548,483 shares related to the
     Sure Grow acquisition.

</TABLE>
    

<PAGE>


ITEM 9. CHANGES IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Not applicable.


                                                      PART III


ITEM 10.        DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
ITEM 11.        EXECUTIVE COMPENSATION
ITEM 12.        SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
ITEM 13.        CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Reference is made to  registrant's  definitive  proxy statement to be filed with
the  Commission  pursuant to Regulation  14(a) not later than December 29, 1996;
the information responsive to the foregoing items 10 - 13 is incorporated herein
by reference.


                                                       PART IV


ITEM 14.       EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     (a)          1. Financial Statements - the following consolidated financial
                  statements of Delta and Pine Land Company and subsidiaries are
                  submitted in response to Part II, Item 8:

                  Report of Independent Public Accountants

                  Consolidated  Statements  of  Income - for  each of the  three
                     years in the period ended August 31, 1996

                  Consolidated Balance Sheets - August 31, 1995 and 1996

                  Consolidated  Statements of Cash Flows - for each of the three
                     years in the period ended August 31, 1996

                  Consolidated  Statements of Stockholders' Equity - for each of
                     the three years in the period ended August 31, 1996

                  Notes to Consolidated Financial Statements

     (a)          2.  Financial  Statement  Schedule - the  following  financial
                  statement   schedule  of  Delta  and  Pine  Land  Company  and
                  subsidiaries are submitted in response to Part IV, Item 14:

                  Report of Independent Public Accountants....................43

                  Schedule II - Consolidated Valuation and Qualifying Accounts44


                  All other  schedules  have been omitted as not  required,  not
                  applicable  or  because  all  the  data  is  included  in  the
                  financial statements.

     (a)    3.    Exhibits

     The exhibits to the Annual  Report of the Delta and Pine Land Company filed
herewith are listed on Page 45. 

     (b) 4. Reports on Form 8-K

             During the fourth  quarter of 1996, the Company filed the following
reports on Form 8-K:

             (i)  Current  Report on Form 8-K dated May 20,  1996 (filed June 4,
             1996) reporting  information  required to be reported under Item 2,
             Acquisition or Disposition of Assets, for the Company's acquisition
             of the Sure Grow Companies.

             (ii) Current  Report on Form 8-K/A dated May 20, 1996 (filed August
             5, 1996) reporting  information  required to be reported under Item
             7(a), Financial statements of businesses to be acquired and (b) Pro
             forma  financial  information.  The report  included the  following
             financial statements of Sure Grow Companies combined:

             Accountant's Compilation Report
             Consolidated Balance Sheet - May 31, 1996
             Consolidated  Statement  of Income for the nine months  ended May 
             31, 1996  
             Consolidated  Statement of Cash Flows for the nine months ended
             May 31, 1996


<PAGE>


Independent  Auditor's Report Combined Balance Sheets - August 31, 1995 and
June 30, 1995 
Combined Income Statements for the years ended August 31, 1995 and June 30, 1995
Combined  Statements  of Retained  Earnings  for the years ended August 31,
1995 and June 30, 1995.
Combined  Statements  of Cash for the years ended  August 31, 1995 and June 30, 
1995 Notes to the Financial Statements

Independent Auditor's Report
Combined Balance Sheets - August 31, 1994 and June 30, 1994
Combined Income Statements for the years ended August 31, 1994 and June 30,1994
Combined Statements of Retained Earnings for the years ended August 31, 1994 
and June 30, 1994.
Combined Statements of Cash for the years ended August 31, 1994 and June 30,1994
Notes to the Financial Statements

The report included the following pro forma financial information:
   a) Delta and Pine  Land  Company  Pro  Forma  Consolidated
      Balance  Sheets  (Unaudited)  - August 31, 1995 and May 31,  1996  
   b) Delta  and Pine  Land  Company  Consolidated Statements  of  Operations  
      (Unaudited)  for the  Years Ended August 31,  1993, 1994 and 1995 and 
      for the Nine Months Ended  May  31, 1996   
   c) Notes  to  Pro  Forma Consolidated Financial Statements (Unaudited)

(iii)  Current  Report on Form 8-K dated  September 3, 1996 (filed  September 3,
1996) reporting  information required to be reported under Item 5, Other Events,
relating to the adoption of a Shareholder Rights Plan.


<PAGE>

                                                     SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this Report to be signed on its
behalf by the undersigned, thereunto duly authorized on November 27, 1996.

DELTA AND PINE LAND COMPANY
(Registrant)

/s/ Roger D. Malkin
By:  Roger D. Malkin, Chairman of the Board and
     Chief Executive Officer

Pursuant to the  requirements  of the Securities and Exchange Act of 1934,  this
Report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the dates indicated.

        Signature                             Title                  Date

/s/ Roger D. Malkin     
--------------------        Chairmand of the Board
Roger D. Malkin             and Chief Executive Officer
                           (Principal Executive Officer)      November 27, 1996

/s/ W. Thomas Jagodinski                   
----------------------     Vice President-Finance and
W. Thomas Jagodinski       Treasurer (Principal Financial
                           and Accounting Officer)            November 27, 1996

/s/ Nam-Hai Chua           Director                           November 27, 1996
----------------------
Nam-Hai Chua

/s/ Jon E.M. Jacoby        Director                           November 27, 1996
-----------------------
Jon E.M. Jacoby

/s/ Joseph M. Murphy       Director                           November 27, 1996
-----------------------
Joseph M. Murphy

/s/ Stanley P. Roth        Director                           November 27, 1996
-----------------------
Stanley P. Roth

/s/ Rudi E. Scheidt        Director                           November 27, 1996
-----------------------
Rudi E. Scheidt


<PAGE>





                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


TO DELTA AND PINE LAND COMPANY:

We have audited in accordance with generally  accepted auditing  standards,  the
financial  statements of Delta and Pine Land Company included in this Form 10-K.
Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial statements taken as a whole. The schedules listed in the Index of Part
IV, Item 14(a)2,  are the  responsibility  of the Company's  management  and are
presented  for  purposes  of  complying   with  the   Securities   and  Exchange
Commission's  rules  and are not part of the  basic  financial  statements.  The
schedule has been subjected to the auditing  procedures  applied in the audit of
the  basic  financial  statements  and,  in our  opinion,  fairly  states in all
material  respects  the  financial  data  required  to be set forth  therein  in
relation to the basic financial statements taken as a whole.




Arthur Andersen LLP

Memphis, Tennessee,
October 11, 1996

<PAGE>
<TABLE>
<CAPTION>

SCHEDULE II
DELTA AND PINE LAND COMPANY AND SUBSIDIARIES
CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS

                                                                                                  (In thousands)
  Column A                             Column B           Column C      Column D       Column E




                                                          ADDITIONS

                                        Balance at       Charged to     Charged                      Balance
                                       Beginning of      Costs and      to Other                    at end of
Description                               Period         Expenses       Accounts      Deductions     Period

<S>                                         <C>             <C>            <C>           <C>         <C>   

Fiscal year ended August 31, 1994

  Allowance for doubtful accounts         $  108         $    25         $  -         $     20(a)    $   153

  Inventory valuation reserve             $  241         $    47         $  -         $     - (b)    $   288

Fiscal year ended August 31, 1995

  Allowance for doubtful accounts         $  153         $    66         $  -         $     - (a)    $   219

  Inventory valuation reserve             $  288         $ 2,643(c)      $  -         $   (109)(b)   $ 2,822

Fiscal year ended August 31, 1996

  Allowance for doubtful accounts         $  219         $   200         $  -         $    (40)(a)   $   379

  Inventory valuation reserve             $2,822         $   850         $  -         $ (1,738)(b)   $ 1,934


(a)  Write off of uncollectible accounts, net of recoveries

(b)  Disposal of excess/obsolete inventory, net of scrap sales

(c)  Additional reserve the result of the Company's sale
of its corn and sorghum operations
</TABLE>

<PAGE>



                                      INDEX
                     EXHIBITS TO ANNUAL REPORT ON FORM 10-K
                           YEAR ENDED AUGUST 31, 1996
                           DELTA AND PINE LAND COMPANY


Exhibits1                                            Description

3.01 Certificate of Incorporation of the Registrant dated September 20, 1978, as
amended by  Certificate  of Amendment  dated  October 23, 1978,  Certificate  of
Ownership  dated June 19, 1985,  Certificate  of Amendment  dated June 18, 1986,
Certificate of Change of Address of Registered Agent dated February 14, 1986 and
Certificate of Change of Address of Registered Agent dated October 27, 1989.

3.02 Restated Certificate of Incorporation of the Registrant dated June 11, 1993

3.03 Amended and Restated By-Laws of the Registrant dated April 26, 1993.

3.04 Certificate of Designation,  Convertible  Preferred Stock of Delta and Pine
Land Company.3

4.01 Specimen  Certificate  representing  the Common  Stock,  par value $.10 per
share.

4.02 Letter from  Registrant  to John  Hancock  Mutual  Life  Insurance  Company
regarding certain registration rights dated June 28, 1993.

4.03 Rights Agreement,  dated as of August 13, 1996, between Delta and Pine Land
Company  and  Harris  Trust  and  Savings  Bank,  including  the  form of  Right
Certificate  and  related  form of  Election  to  Purchase  as Exhibit A and the
Summary of Rights to Purchase Preferred Shares as Exhibit B.4

4.04 Certificate of  Designations of the rights and privileges of the shares of
junior  participating  preferred  stock  created on August 13, 1996, to be filed
pursuant to Section 151 of the Delaware General Corporation Law.4

10.01  Lease  dated  March 25,  1995,  between  Registrant,  as Lessee,  and The
Prudential  Insurance  Company of America  ("Prudential"),  as Lessor  regarding
approximately  2,500-acre  farm,  certain  grain  bins,  and a certain  research
facility in Scott, Mississippi.2

10.02 License Agreement dated February 1, 1990, between Registrant, as Licensor,
and Semillas Deltacol, Ltd., as Licensee, regarding operations in Columbia.

10.03 License Agreement dated March 5, 1990, between Registrant, as Licensor and
Helena Chemical Company d/b/a HyPerformer Seed Company, as Licensee.

10.04 License  Agreement dated March 16, 1992,  between  Registrant and Monsanto
Company,  as amended by the  Agreement on Modified  Terms for License  Agreement
Dated October 11, 1993  (confidential  treatment has been requested for portions
of this exhibit  pursuant to Rule 24b-2 under the Securities and Exchange Act of
1934). 1,7

10.05 Incentive Bonus Program.1,5

10.06 Retirement Plan of the Company,  dated January 2, 1992, Amendment No. 1 to
the Plan dated April 30, 1992,  Amendment  No. 2 to the Plan dated  December 20,
1992, and Amendment No. 3 to the Plan dated October 6, 1994.1,2

10.07 Agreement between Educo,  Inc. and Southwide dated June 1, 1975,  relating
to employer-sponsored college scholarships and medical expense plan for children
of certain employees of Registrant.

10.08 Supplemental  Executive  Retirement plan dated May 22, 1992, and effective
January 1, 1992.1,5

10.09  Tax  Sharing  Agreement  dated  May  24,  1993,   between  Southwide  and
Registrant.

10.10 1993 Stock Option Plan of Registrant, as adopted on June 11, 1993.1,5

10.11 Asset Purchase  agreement between Delta and Pine Land Company and Cargill,
Inc.6

10.12 Herbicide-Tolerant Cotton License Agreement dated August 22, 1994, between
the Company and E.I. Dupont De Nemours and Company  (confidential  treatment has
been requested for portions of this exhibit pursuant to the Rule 24b-2
under the Securities and Exchange Act of 1934).7

10.13 1994 Saving Plan of Registrant, as adopted on April 1, 1994, Amendment No.
1 dated May 1, 1994.2,5

10.14 $50,000,000  Revolving Credit Agreement between Registrant and NationsBank
dated November 15, 1995.2

10.15 Hartz Cotton  Acquisition  Agreement dated February 2, 1996 among Monsanto
Company ("Monsanto"),  Hartz Cotton, Inc. ("Hartz Cotton"),  Delta and Pine Land
Company (the "Company") and Paymaster Technology Corp. ("PTC").3

10.16 Trademark  License  Agreement dated February 2, 1996 between  Monsanto and
the Company.3

10.17  Registration  Rights  Agreement  between the Company and  Monsanto  dated
February 2, 1996.3

10.18 Temporary Services Agreement dated February 2, 1996 between Monsanto,  the
Company, and PTC. 3

10.19  Research  Facility  Lease with Option to Purchase  dated February 2, 1996
between Monsanto and PTC.3

10.20 Greenhouse Lease dated February 2, 1996 between Monsanto and PTC. 3

10.21 Research Agreement dated February 2, 1996 between Monsanto and PTC.3

10.22  Partnership  Agreement  dated  February  2, 1996  between the Company and
Monsanto.3

10.23 Marketing  Services  Agreement dated February 2, 1996 between the Company,
Monsanto and D&M Partners.3

10.24  Bollgard(TM)  Gene License and Seed Services  Agreement dated February 2,
1996 between Monsanto, D&M Partners, and the Company.3

10.25 Roundup  Ready(R) Gene License and Seed Services  Agreement dated February
2, 1996 between Monsanto, D&M Partners and the Company.3

10.26  Option  Agreement  dated  February  2,  1996  between  Monsanto  and  the
Company.3,5

10.27  Agreement  between the D&PL Companies and The Sure Grow  Companies,  Sure
Grow Shareholders and Sure Grow Principals dated May 20, 1996.8

10.28 Delta and Pine Land Company 1995 Long-Term  Incentive  Plan, as adopted on
February 6, 1996.5,9

11.01 Statement Re:  Computation of Earnings per Share.9

21.01 Subsidiaries of the Registrant. 9

27.01 Financial Data Schedule. 9

--------------------

1 All incorporated by reference from  Registration Statement on Form S-1, File 
  No. 33-61568. filed June 29, 1993,except as otherwise noted herein.
2 Incorporated by reference from Form 10-K filed November 22, 1995.
3 Incorporated by reference from Form 8-K filed February 19, 1996.
4 Incorporated by reference from Form 8-A filed September 3, 1996.
5 Represents management contract or compensatory plan.
6 Incorporated by reference from Form 8-K filed May 16, 1994.
7 Incorporated by reference from Form 10-Q filed July 14, 1995.
8 Incorporated by reference from Form 8-K filed June 4, 1996
9 Filed herewith.