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, 2000

[ ]  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                (I.R.S. Employer Identification No.)
of incorporation or organization)

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

Registrant's telephone number, including area code:  (662) 742-4000

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

                                                           Name of each exchange
Title of each class                                          on which registered
-------------------                                          -------------------
Common Stock,  $0.10 par value                     New York Stock Exchange, Inc.

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

                                      None

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  Common  Stock  held by  non-affiliates  of the
Registrant, based upon the closing sale price of the Common Stock on October 31,
2000 as reported on the New York Stock Exchange, was approximately $534,298,000.
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, 2000,  Registrant had outstanding  38,391,681 shares of Common
Stock.

Documents Incorporated by Reference
Portions of the Proxy  Statement  for the  December  29, 2000 Annual  Meeting of
Shareholders are incorporated by reference into Part III.

<PAGE>


                                     PART I

ITEM 1.         BUSINESS

Domestic

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

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

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

International

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

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

Joint Ventures

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

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

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

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

Subsidiaries

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

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

Employees

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

Acquisitions

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

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

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

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

Biotechnology

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Euro Currency Conversion

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

Year 2000 Readiness Disclosure

D&PL successfully  completed its year 2000 readiness work and passed through the
January 1, 2000  rollover  event  without  any  material  adverse  effect on its
business operations or financial position.  Total cost incurred to date for year
2000 considerations  (excluding third party software)  approximate  $600,000 and
the Company estimates that no additional funds are required to complete the year
2000 compliance process.

Outlook

From time to time, the Company may make  forward-looking  statements relating to
such matters as anticipated financial performance,  existing products, technical
developments,  new  products,  research and  development  activities,  year 2000
issues and similar matters. The Private Securities Litigation Reform Act of 1995
provides a safe harbor for forward-looking  statements.  In order to comply with
the terms of the safe harbor,  the Company notes that a variety of factors could
cause the Company's actual results and experience to differ  materially from the
anticipated   results  or  other   expectations   expressed  in  the   Company's
forward-looking  statements.  The risks and  uncertainties  that may  affect the
operations,  performance,  development  and  results of the  Company's  business
include those noted elsewhere in this Item and in "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  is  located in Scott,
Mississippi.  This location is used for corporate  offices,  quality  assurance,
research and  development,  sales and  marketing,  seed  production,  and cotton
planting seed delinting, conditioning and storage.

The  Company's  other  owned  cottonseed  delinting,  conditioning  and  storage
facilities  are  in:  Chandler,   Arizona  (on  leased  land);  Eloy,   Arizona;
Hollandale,  Mississippi;  Tunica, Mississippi; Aiken, Texas and Lubbock, Texas.
The Company owns a soybean processing plant in Harrisburg, Arkansas. The Company
also owns  cottonseed  delinting  facilities  in  Narromine,  New  South  Wales,
Australia;  Groblersdal,  South Africa; Canas, Costa Rica; Shijiazhuang,  Hebei,
China  (through a Chinese  joint  venture);  and Saenz  Pena,  Chaco,  Argentina
(through an Argentine joint venture).

The Company's plant breeders  conduct research at eight facilities in the United
States, four of which are owned by the Company and four of which are leased. The
Company also leases research  facilities in Australia,  Brazil,  and Greece.  In
connection  with its  foundation  seed program,  the Company  leases land in the
United States, Argentina, Costa Rica and South Africa.

All owned properties are free of encumbrances.  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).


<TABLE>
<CAPTION>


PRINCIPAL COMPANY LOCATIONS, AFFILIATES AND SUBSIDIARIES:

<S>                                                       <C>
World Headquarters                                         Operations Facilities
------------------                                         ---------------------
Scott, Mississippi, USA                                    Scott, Mississippi, USA
                                                           Hollandale, Mississippi, USA
Research Centers                                           Tunica, Mississippi, USA
----------------                                           Chandler, Arizona, USA
Scott, Mississippi, USA                                    Eloy, Arizona, USA
Leland, Mississippi, USA                                   Harrisburg, Arkansas, USA
Maricopa, Arizona, USA                                     Aiken, Texas, USA
Sylvester, Georgia, USA                                    Lubbock, Texas, USA
Hartsville, South Carolina, USA                            Catamarca, Argentina
Hale Center, Texas, USA                                    Saenz Pena, Chaco, Argentina
Haskell, Texas, USA                                        Narromine, New South Wales, Australia
Lubbock, Texas, USA                                        Uberlandia, Minas Gerais, Brazil
Goondiwindi, Queensland, Australia                         Canas, Costa Rica
Capinopolis, Minas Gerais, Brazil                          Hefei City, Anhui, People's Republic of China
Rondonopolis, Mato Grasso, Brazil                          Shijiazhuang, Hebei, People's Republic of China
Larissa, Greece                                            Groblersdal, South Africa
                                                           Adana, Turkey

                                                           Foreign Offices
                                                           ---------------
                                                           Narrabri, New South Wales, Australia
                                                           Beijing, People's Republic of China
                                                           Thessaloniki, Greece
                                                           Mexicali, Mexico
                                                           Mexico City, Mexico
                                                           Zoetermeer, The Netherlands
                                                           Seville, Spain
                                                           Izmir, Turkey
                                                           Soke, Turkey
                                                           Urfa, Turkey
</TABLE>



<PAGE>



ITEM 3.  LEGAL PROCEEDINGS

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

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

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

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

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

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

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

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

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

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

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

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

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


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 2000.

                                     PART II

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

The Company's stock trades on the New York Stock Exchange (the "NYSE") under the
trading  symbol DLP.  The range of closing  prices for these shares for the last
two fiscal years, as reported by the NYSE, was as follows:
<TABLE>
<CAPTION>

Common Stock Data                                1st Qtr        2nd Qtr          3rd Qtr        4th Qtr
-----------------
                                                -----------    -----------     ------------    -----------

1999
<S>                                                 <C>            <C>              <C>            <C>
Market Price Range - Low                            $25.62         $29.31           $28.38         $26.75
                   - High                            48.69          38.31            37.75          32.00

2000
Market Price Range - Low                            $22.38         $14.87           $17.45         $21.35
                   - High                            32.69          24.39            23.37          28.59

</TABLE>



Annual  dividends  of  $0.12  per  share  were  paid in  1999  and  2000.  It is
anticipated that quarterly dividends of $0.03 per share will continue to be paid
in the future;  however,  the Board of Directors  reviews this policy quarterly.
Aggregate  dividends paid in 2000 were $4.6 million and should  approximate $5.0
million in 2000.

On  October  31,  2000,  there  were  approximately  7,000  shareholders  of the
Company's 38,391,681 outstanding shares.


<PAGE>



ITEM 6.  SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>

FINANCIAL HIGHLIGHTS                                              (In thousands, except per share amounts)
                                                                    AS of and for YEAR ENDED AUGUST 31,
----------------------------------------------------------------------------------------------------------------------
                                              1996            1997            1998            1999           2000
                                           -----------     ------------    -----------     -----------    ------------
<S>                                             <C>             <C>             <C>             <C>             <C>
Operating Results:
Net sales and licensing fees                 $153,271         $183,249       $192,339        $260,465        $301,181
Special charges and unusual income
   item (1)                                   (1,418)         (20,700)       (22,662)        (29,884)          71,233
Net income applicable to
common          shares                         15,237            6,850          1,783           7,477          79,198
Balance Sheet Summary:
Current assets                               $111,940         $145,449       $174,502        $217,543        $313,701
Current liabilities                            75,966          112,524        116,136         174,947         215,315
Working capital                                35,974           32,925         58,366          45,503          98,386
Total assets                                  179,660          220,656        251,791         295,758         390,134
Long-term debt                                 31,465           30,572         47,070          17,000           2,482
Stockholders' equity                           69,341           72,531         80,651          89,404         159,628
Per Share Data:
Net income applicable to
common          shares - Basic                  $0.41            $0.18          $0.05           $0.19           $2.06
Book value                                       1.86             1.93           2.12            2.33            4.15
Cash dividends per common share                 0.062            0.078           0.12            0.12            0.12
Weighted average number of
shares        used in per share
calculations -            Basic                37,292           37,579         38,011          38,438          38,496
---------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  In 1997, the Company announced a production and cost  optimization  program
     which  resulted in the  Company  taking a special  charge of $19.0  million
     along with $1.7 million for  nonrecurring  charges related to acquisitions.
     In 1998,  the  Company  reported  (a) a $17.5  million  special  charge for
     inventory  write-offs  due to a reduction  in cotton  acreage in 1998,  the
     realignment of the Company's product line to seed with new technologies and
     the recall of certain  products  and (b) $5.1  million in costs  associated
     with the Company's  evaluation of various  strategic  alternatives  and the
     Monsanto  merger.  In 1999,  the Company  reported (a) special  charges for
     inventory write-offs of $15.2 million resulting from the Company's decision
     to  purchase  additional  seed in 1999 to ensure  that  ample  seed of both
     transgenic and  conventional  varieties were available and due to less than
     expected soybean sales,  (b) special charges of approximately  $9.0 million
     related to the failed acquisition by Monsanto (c) nonrecurring  charges for
     severance  pay  and  relocation  expenses  of  $2.0  million  related  to a
     reorganization of the sales and marketing and technical  services divisions
     and (d) the loss on the  disposal  of fixed  assets and other  nonrecurring
     charges of $3.7  million.  In 2000,  the Company  reported  the $81 million
     merger termination fee, net of related expenses as an unusual income item.



<PAGE>


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

Overview

Increased  sales of the Company's  transgenic  cotton  varieties  containing the
Bollgard and Roundup Ready gene technologies,  or both, to 89% of total domestic
unit sales  coupled with  increased  sales in Australia and Greece are the major
reasons that D&PL reported record sales of $301.2 million up from $260.5 million
in 1999. The Company sold, in the U.S., sufficient quantities of seed containing
the Bollgard and/or Roundup Ready gene  technologies to plant  approximately 7.4
million  acres in 2000 versus  approximately  6.7 million acres planted in 1999.
Domestic upland cotton acreage  planted  increased to 15.4 million acres in 2000
from 14.2 million  acres in 1999 even though cotton prices were at recent record
lows.  Since the prices of crops that  compete for the cotton  acreage in D&PL's
primary territory (corn and soybeans) were relatively even lower, cotton acreage
was favorably affected.

On December  20,  1999,  Monsanto  withdrew its  pre-merger  notification  filed
pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR Act")
effectively  terminating  Monsanto's efforts to gain government  approval of the
merger. On December 30, 1999, the Company filed suit (the "December 30 Suit") in
the First Judicial District of Bolivar County, Mississippi,  seeking among other
things,  the  payment of the $81  million  termination  fee due  pursuant to the
merger agreement,  compensatory damages of $1 billion and punitive damages in an
amount to be proved at trial for  Monsanto's  breach of contract.  On January 2,
2000,  the Company and Monsanto  reached an agreement  whereby the Company would
withdraw  the  December 30 Suit,  and  Monsanto  would  immediately  pay the $81
million.  On January 3, 2000,  Monsanto paid to the Company a termination fee of
$81 million as  required  by the merger  agreement.  On January  18,  2000,  the
Company re-filed a suit reinstating essentially all of the allegations contained
in the  December  30 Suit.  The $81  million  termination  fee,  net of  related
expenses,  is separately  presented as "SPECIAL CHARGES AND UNUSUAL INCOME ITEM,
net" in the accompanying Consolidated Statements of income.

In July 1999, the Company  announced the  consolidation  of the three divisional
sales and marketing staffs and three divisional  technical  services staffs into
one corporate  wide sales and marketing  team and one corporate  wide  technical
services  team  that  will  serve the three  brands  (Deltapine,  SureGrow,  and
Paymaster).   Approximately  forty  salaried  positions  were  eliminated  which
generated  severance pay and relocation  costs of approximately $2 million which
were recorded as special  charges.  Actual  savings  approximated  $4 million in
fiscal 2000. The three divisional  research programs were combined into a single
company-wide  program,  and two new  research  facilities  were  launched in the
Company's  effort to invest  its  resources  where it  believes  it has the best
opportunity for developing new products for commercial introduction.

Net Sales and Licensing Fees

In 2000,  D&PL's  consolidated  net sales and licensing fees increased  15.6% to
$301.2 million from 1999 sales of $260.5 million.  The increase is primarily the
result of (a) increased sales of upland picker cottonseed varieties that contain
either  or both  of the  Bollgard  and  Roundup  Ready  gene  technologies,  (b)
increased  sales of Roundup Ready  soybeans and (c) increased  sales reported by
the Australian subsidiary, joint ventures in China and Brazil and the successful
sales  efforts of a new  distributor  in Greece.  In 2000,  domestic  transgenic
cottonseed  sales  comprised  approximately  89% of total domestic unit sales of
cottonseed,  compared to approximately 80% in 1999.  Roundup Ready soybean units
comprised approximately 80% of total units sold in 2000 compared to 64% in 1999.
International  sales  increased to $31.0  million in 2000 from $26.5  million in
1999 due to sales  increases  in  Australia  and  Greece.  The  effects of these
increases were partially  offset by a decline in export sales in certain smaller
markets.

In 1999,  D&PL's  consolidated  net sales and licensing fees increased  35.5% to
$260.5 million from 1998 sales of $192.3 million.  The increase is primarily the
result of (a) increased sales  cottonseed  varieties that contain either or both
of the Bollgard and Roundup  Ready gene  technologies,  (b)  increased  sales of
Roundup  Ready  soybeans  and  (c)  record  sales  reported  by  the  Australian
subsidiary and the joint ventures in China. In 1999, transgenic cottonseed sales
comprised approximately 80% of total domestic unit sales of cottonseed, compared
to   approximately   65%  in  1998.   Roundup  Ready  soybean  units   comprised
approximately  64% of  total  units  sold  in  1999  compared  to  44% in  1998.
International  sales  increased to $26.5  million in 1999 from $21.7  million in
1998 due to sales  increases  in  Australia  and China  which  resulted  in both
entities  reporting  profits  in  1999.  The  effects  of these  increases  were
partially  offset by a decline in export  sales to Mexico  which was caused by a
reduction in planted cotton acreage due to inclement weather and lower commodity
prices.

Gross Profit

D&PL's  consolidated gross profit increased to $99.4 million in 2000 compared to
$75.2  million  in  1999.  This  is  primarily  attributable  to  the  increased
penetration of transgenic  cottonseed  varieties in the U.S., increased sales in
the  Company's  international  segment  as  discussed  above and the  absence of
special  charges in 2000 compared to special charges of $15.2 million which were
recorded in 1999 and are discussed below.

D&PL's consolidated gross profit after special cotton and soybean seed inventory
write-offs  of $15.2 million was $75.2 million in 1999 compared to $53.6 million
in 1998.  Special  pre-tax  charges of $15.2  million were recorded in 1999 that
relate to the write-off of excess  cottonseed  and soybean seed.  The cottonseed
was purchased to ensure that D&PL had ample  supplies of both  conventional  and
transgenic  cottonseed  varieties since management was uncertain of the ultimate
sales mix for the 1999 season.  Commodity  prices of corn,  cotton and soybeans,
and their impact on farmer  planting  decisions,  the increased  flexibility  of
planting  decisions by farmers afforded by the Freedom to Farm Act, coupled with
wide scale  availability  in 1999 of cottonseed of varieties that contained both
the  Bollgard  and Roundup  Ready genes  (which were  available  only in limited
quantities and varieties in 1998) as well as the  introduction of new varieties,
made forecasting with any degree of certainty  difficult.  The Company wanted to
be prepared  to meet  farmer  demand and  purchased  additional  seed in 1999 to
ensure it had adequate supplies of both  conventional and transgenic  varieties.
Soybean seed sales were  one-third  less than  planned  for,  and the  resultant
excess  inventory  (approximately  $4 million)  was written off at year end. The
product lines of both cotton and soybeans continue to realign to those varieties
with transgenic traits. Gross margin (expressed as a percentage of sales) before
special  inventory  charges was 35% in 1999 compared to 36% in 1998. The decline
is  attributable  to increased  sales of transgenic  cottonseed  varieties which
carry  a lower  gross  margin  compared  to  conventional  varieties  since  the
Company's gross margin on technology fees approximates 30%.

Operating Expenses

Operating  expenses  before special  charges  decreased to $46.0 million in 2000
from $46.4  million in 1999.  This  decrease  is  primarily  due  savings  which
resulted from the 1999  reorganization  of the Company's sales and marketing and
technical  service  staffs which were  partially  offset by higher  research and
general and administrative  costs.  Recurring operating expenses are expected to
increase somewhat in 2001 over 2000 levels. In 1999,  special charges related to
severance pay and benefits of $2.0 million resulting from the elimination of the
divisional sales and marketing and divisional  technical  services  staffs,  and
costs  associated  with the  ultimately  terminated  merger with Monsanto  which
approximated $9.0 million,  were included as operating  expenses.  These charges
are in addition to the inventory  write-offs noted earlier which are recorded as
cost of sales.

Research and Development Expenses

Research and  development  expenses did not change  materially in 2000 from 1999
levels since savings achieved by the 1999  consolidation were offset by the cost
of new research programs. The Company expects recurring research and development
costs in 2001 to remain consistent with 2000 levels.

Research and development  expenses increased 12.3% to $18.7 million in 1999 from
$16.7  million in 1998.  The increase was  primarily  attributable  to increased
transgenic  seed  development  activities,  additional  variety  trials and seed
testing and  increased  cotton  research  activities  in  Argentina,  Australia,
Brazil, China, Greece, and Spain.

Selling Expenses

Selling expenses  decreased 11.6% to $14.2 million in 2000 from $16.1 million in
1999.   The  decrease  is  primarily   attributable   to  the   Company's   1999
reorganization  of the sales and marketing  staff and the related  synergies for
the Company's advertising and promotional efforts.

Selling  expenses  increased 7.0% to $16.1 million in 1999 from $15.0 million in
1998. The increase is related to higher fees paid the  California  Department of
Food and  Agriculture  on seed sales  made in  California,  sales and  marketing
activities by the Company's  joint  ventures in Argentina and Brazil,  increased
advertising,  and the costs  associated  with an incentive  program  designed to
promote the sale of transgenic seed.

General and Administrative Expenses

General and  administrative  expenses  increased  12.7% to $13.1 million in 2000
from $11.6 million in 1999. The increase  primarily consists of expenses related
to expansion of the Company's operations in Argentina and Brazil, an increase in
insurance costs and higher legal fees  associated with the litigation  discussed
in Item 3 and non -U.S. patents, trademark and variety registrations.

General and  administrative  expenses  increased  10.7% to $11.6 million in 1999
from  $10.5  million  in 1998.  The  increase  relates  to  expenses  related to
operations  in Argentina and Brazil and higher legal fees  associated  with non-
U.S. patents, trademark and variety registrations.

Special Charges and Unusual Charges Related to Acquisitions

In fiscal 2000, the Company reported, as an unusual income item, the $81 million
merger  termination fee, net of related expenses,  which was paid by Monsanto to
D&PL pursuant to the terms of the May 8, 1998, merger agreement.

In 1999, the Company incurred approximately $9.0 million in costs related to the
planned merger with Monsanto.  Such costs are primarily  legal and  professional
fees and reserves  established for losses on the planned  disposition of certain
assets.  The Company also paid severance and related  benefits of  approximately
$2.0 million to  approximately  forty  employees who were  terminated in August,
1999 in  connection  with the  reorganization  of the  sales and  marketing  and
technical services departments.

In connection with the evaluation and pursuit of various strategic  alternatives
and ultimately the planned merger with Monsanto,  the Company incurred, in 1998,
approximately  $5.1 million  associated with legal,  investment banker and other
professional fees.

Interest Income/Expense

The Company reported net interest income of $0.9 million in 2000 compared to net
interest  expense  of $3.5  million  in 1999  due to  lower  average  borrowings
resulting  from an  increase  of cash  generated  by  operating  activities  and
interest  earned  on the $81  million  merger  termination  fee  collected  from
Monsanto.  Interest  expense,  net of interest  income,  increased  8.1% to $3.5
million in 1999 from $3.2 million in 1998 which was  attributable to higher bank
fees and lower capitalized interest.

Net Income and Earnings Per Share

Net income  applicable to common shares  increased to $79.3 million in 2000 from
$7.5  million in 1999 and $1.8 million in 1998.  Net income per share  (diluted)
after special and nonrecurring charges was $1.98, $0.18 and $0.04 in 2000, 1999,
and 1998,  respectively.  Net  income per share  (diluted)  before  special  and
nonrecurring  charges  was  $0.90,  $0.66,  and $0.37 in 2000,  1999,  and 1998,
respectively.  The number of shares deemed  outstanding  was 40.2 million,  41.0
million, and 40.8 million in 2000, 1999 and 1998, respectively.

LIQUIDITY AND CAPITAL RESOURCES

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

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

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

In April 1998, the Company  entered into a syndicated  credit  facility with its
existing  lender  and  two  other  financial  institutions  which  provides  for
aggregate borrowings of $110 million.  This agreement provides a base commitment
of $55 million and a seasonal commitment of $55 million.  The base commitment is
a long-term loan that may be borrowed upon at any time and is due April 1, 2001.
The seasonal  commitment  is a working  capital loan that may be drawn upon from
September 1 through June 30 of each fiscal year and expires April 1, 2001.  Each
commitment  offers  variable  and fixed  interest  rate options and requires the
Company to pay facility or commitment fees and to comply with certain  financial
covenants.  At August 31,  2000,  the Company had $55.0  million  available  for
borrowing under the base commitment.

The financial  covenants under the loan  agreements  require the Company to: (a)
maintain a ratio of total  liabilities  to  tangible  net worth at August 31, of
less than or equal to 2.25 to 1 (4.0 to 1.0 at the Company's other quarter ends)
(b) maintain a fixed charge  coverage  ratio at the end of each quarter  greater
than or equal to 2.0 to 1.0 and (c) maintain at all times  tangible net worth of
not less than the sum of (i) $40  million  plus (ii) 50% of net income  (but not
losses)  determined on the last day of each fiscal year,  commencing with August
31,  1998.  At August  31,  1999 the  Company's  ratio of total  liabilities  to
tangible net worth  exceeded the  permitted  ratio,  at which time the financial
institutions  waived  compliance  with this  covenant.  At August 31, 2000,  the
Company  was in  compliance  with  those  covenants.  See Note 4 of the Notes to
Consolidated Financial Statements in Item 8.

Capital  expenditures  were $7.1  million,  $8.1  million,  and $10.2 million in
fiscal 2000, 1999 and 1998, respectively.  The Company anticipates that domestic
capital expenditures will approximate $8.0 million in 2001. Capital expenditures
in 2001 for  international  ventures  are  expected  to  approximate  $1 million
depending on the timing and outcome of such projects.

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

RISKS AND UNCERTAINTIES

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

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

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

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

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

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

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

IMPLEMENTATION OF FINANCIAL ACCOUNTING STANDARDS

SFAS No. 133,  "Accounting for Derivative  Instruments and Hedging  Activities,"
establishes  accounting and reporting standards for the derivative  instruments,
including certain derivative  instruments  embedded in other contracts,  and for
hedging  activities.  The effective  date of this  statement was delayed via the
issuance of SFAS No. 137. The effective  date for SFAS No. 133 is now for fiscal
years beginning after June 15, 2000, although earlier adoption is encouraged and
retroactive application is prohibited.  Therefore, D&PL must adopt the statement
no later than September 1, 2000.  Management has determined the adoption of this
statement  will not have a  material  impact on D&PL's  results  of  operations,
financial position or cash flows.

In December  1999,  the SEC issued Staff  Accounting  Bulletin No. 101;  Revenue
Recognition in Financial Statements ("SAB101").  SAB101 provides guidance on the
recognition,  presentation  and  disclosure  of revenue in financial  statements
filed with the SEC. In June 2000,  the SEC issued an  amendment  to SAB101 which
allows  registrants  to wait until the fourth quarter of their first fiscal year
beginning  after  December 15, 1999 to implement  SAB101.  Therefore,  D&PL must
adopt the  requirements  of SAB101 no later  than June 1, 2001.  Management  has
determined  that the  adoption of SAB101 will not have a material  impact on the
Company's financial statements.

In April 1998,  the  Accounting  Standards  Executive  Committee of the American
Institute of Certified  Public  Accountants  released  SOP 98-5  requiring  that
start-up  activities  be expensed as incurred.  SOP 98-5 is effective for fiscal
years  beginning  after  December 31,  1998.  Effective  September 1, 1999,  the
Company  adopted the  requirements  of SOP 98-5 which resulted in a write-off of
approximately   $2,965,000,   net  of  income  tax  benefits  of  $1,817,000  to
retroactively  apply the new method. This adjustment was recorded in the results
of operations in the first fiscal quarter of 2000.


<PAGE>


PART II

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................................23

      Consolidated Statements of Income - for each of the three years in the
          period ended August 31, 2000........................................25

      Consolidated Balance Sheets - August 31, 1999 and 2000..................26

      Consolidated Statements of Cash Flows - for each of the three years
         in the period ended August 31, 2000..................................27

      Consolidated Statements of Stockholders' Equity - for each of the
         three years in the period ended August 31, 2000......................28

      Notes to Consolidated Financial Statements..............................29






<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, 1999 and
2000,  and the  related  consolidated  statements  of  income,  cash  flows  and
stockholders'  equity for each of the three years in the period ended August 31,
2000.  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 auditing standards generally accepted
in the United States. 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 consolidated  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, 1999 and 2000, and the results of its
operations  and its cash flows for each of the three  years in the period  ended
August 31, 2000, in conformity with accounting  principles generally accepted in
the United States.

As explained in Note 1 to the financial statements, effective September 1, 1999,
the Company changed its method of accounting for start-up activities.

Arthur Andersen LLP

Memphis, Tennessee,
October 18, 2000.



<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 accounting principles generally
accepted in the United  States.  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 at least
annually 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.


<PAGE>


<TABLE>
<CAPTION>

                  DELTA AND PINE LAND COMPANY AND SUBSIDIARIES
                        Consolidated Statements of Income
                    (In thousands, except per share amounts)

FOR THE YEARS ENDED AUGUST 31,                                            1998              1999             2000
                                                                       ------------     -------------     ------------
<S>                                                                      <C>               <C>              <C>
NET SALES AND LICENSING FEES                                             $ 192,339         $ 260,465        $ 301,181
COST OF SALES                                                             (121,246)         (170,127)        (201,814)
SPECIAL CHARGES                                                           (17,527)           (15,187)               -
                                                                       ------------     -------------     ------------
GROSS PROFIT                                                                53,566            75,151           99,367
                                                                       ------------     -------------     ------------
OPERATING EXPENSES:
   Research and development                                                 16,656            18,702           18,685
   Selling                                                                  15,006            16,054           14,198
   General and administrative                                               10,501            11,624           13,104
                                                                       ------------     -------------     ------------
                                                                            42,163            46,380           45,987
SPECIAL CHARGES AND UNUSUAL INCOME ITEM                                     (5,135)          (10,997)          71,233
                                                                       ------------     -------------     ------------
OPERATING INCOME                                                             6,268            17,774          124,613
INTEREST INCOME (EXPENSE), NET                                              (3,241)           (3,502)             852
OTHER INCOME (EXPENSE)                                                         459            (3,747)              67
MINORITY INTEREST IN (EARNINGS) / LOSS OF SUBSIDIARIES                        (300)              475              909
                                                                       ------------     -------------     ------------
INCOME BEFORE INCOME TAXES AND CUMMULATIVE EFFECT OF
      ACCOUNTING CHANGE                                                      3,186            11,000          126,441
PROVISION FOR INCOME TAXES                                                  (1,307)           (3,427)         (44,150)
                                                                       ------------     -------------     ------------
INCOME BEFORE CUMMULATIVE EFFECT OF
      ACCOUNTING CHANGE                                                      1,879             7,573           82,291
CUMMULATIVE EFFECT OF CHANGE IN ACCOUNTING FOR START-UP
      COSTS, NET                                                                 -                 -           (2,965)
                                                                       ------------     -------------     ------------
NET INCOME                                                                   1,879             7,573           79,326
DIVIDENDS ON PREFERRED STOCK                                                   (96)              (96)            (128)
                                                                       ------------     -------------     ------------
NET INCOME APPLICABLE TO COMMON SHARES                                   $   1,783         $   7,477        $  79,198
                                                                       ============     =============     ============
BASIC EARNINGS PER SHARE                                                 $    0.05          $   0.19         $   2.06
                                                                       ============     =============     ============
WEIGHTED AVERAGE NUMBER OF SHARES
   USED IN PER SHARE CALCULATIONS - BASIC                                   38,011            38,438           38,496
                                                                       ============     =============     ============
DILUTED EARNINGS PER SHARE                                               $    0.04          $   0.18         $   1.98
                                                                       ============     =============     ============
WEIGHTED AVERAGE NUMBER OF SHARES
   USED IN PER SHARE CALCULATIONS - DILUTED                                 40,839            40,973           40,159
                                                                       ============     =============     ============
</TABLE>



The accompanying notes are an integral part of these consolidated statements.


<PAGE>

<TABLE>
<CAPTION>

                  DELTA AND PINE LAND COMPANY AND SUBSIDIARIES
                        Consolidated BALANCE SHEETS AS OF
                                   AUGUST 31,
               (In thousands, except share and per share amounts)

                                                                                                 1999                2000
                                                                                            ---------------      --------------
<S>                                                                                                 <C>                 <C>
ASSETS
CURRENT ASSETS:
   Cash and cash equivalents                                                                     $  7,552            $ 87,467
   Receivables, net                                                                               147,926             181,305
   Inventories                                                                                     47,727              35,278
   Prepaid expenses                                                                                 1,473               2,231
   Deferred income taxes                                                                           12,865               7,420
                                                                                            -------------     ---------------
       Total current assets                                                                       217,543             313,701
PROPERTY, PLANT AND EQUIPMENT, NET                                                                 65,166              65,044
EXCESS OF COST OVER NET ASSETS OF
      BUSINESSES ACQUIRED, net of accumulated amortization of $91 and $686                          4,458               4,514
INTANGIBLES, net of accumulated amortization of $650 and $854                                       4,365               4,250
OTHER ASSETS                                                                                        4,226               2,625
                                                                                            --------------     --------------
TOTAL ASSETS                                                                                    $ 295,758           $ 390,134
                                                                                            ==============     ==============

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
   Notes payable                                                                                 $  3,819            $  2,000
   Accounts payable                                                                                19,990              23,441
   Accrued expenses                                                                               143,056             164,702
   Income taxes payable                                                                             8,082              25,172
                                                                                           ---------------     --------------
        Total current liabilities                                                                 174,947             215,315
                                                                                           ---------------     --------------
LONG-TERM DEBT                                                                                     17,000               2,482
DEFERRED INCOME TAXES                                                                               5,773               4,975
COMMITMENTS AND CONTINGENCIES (Notes 7 and 12)
MINORITY INTEREST IN SUBSIDIARIES                                                                   8,634               7,734
                                                                                           ---------------     --------------
          Total noncurrent liabilities                                                             31,407              15,191
                                                                                           ---------------     --------------

STOCKHOLDERS' EQUITY:
Preferred stock, par value $0.10 per share;  2,000,000 shares authorized:  Series A
  Junior  Participating  Preferred,  par value $0.10 per share;  456,989  shares authorized;            -                   -
    no shares issued or outstanding;  Series M Convertible  Non-Voting Preferred, par
    value $0.l0 per share;  1,066,667 shares authorized,  issued and outstanding                      107                 107

Common stock, par value $0.10 per share; 100,000,000 shares
   authorized; 38,664,565 and 38,945,725 shares issued;
   38,550,299 and 38,377,759 shares outstanding                                                     3,866               3,895
Capital in excess of par value                                                                     41,179              45,096
Retained earnings                                                                                  48,970             123,552
Accumulated other comprehensive income                                                             (2,545)             (3,146)
Treasury stock at cost 114,266 and 567,966 shares                                                  (2,173)             (9,876)
                                                                                            ---------------    --------------
    Total stockholders' equity                                                                     89,404             159,628
                                                                                            ---------------    --------------
    Total liabilities and stockholders' equity                                                 $  295,758          $  390,134
                                                                                            ===============    ==============
</TABLE>


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


<PAGE>

<TABLE>
<CAPTION>

                  DELTA AND PINE LAND COMPANY AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                         FOR THE YEARS ENDED AUGUST 31,
                                 (in thousands)

                                                                                  1998           1999          2000
                                                                                ----------    -----------    ----------
<S>                                                                                  <C>          <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net Income                                                                    $ 1,879        $ 7,573      $ 79,326
   Adjustments to reconcile net income to net
      cash provided by (used in) operating activities:
      Depreciation and amortization                                                6,654          6,882         7,114
      Noncash items associated with special charges and disposition of             9,865          8,902           203
      assets
      Minority interest in net (loss) income of subsidiaries                         300           (475)         (909)
      Change in deferred income taxes                                               (357)        (7,704)        4,647
      Changes in assets and liabilities:
           Receivables                                                            (9,342)       (42,822)      (33,379)
           Inventories                                                           (17,476)        (4,416)       12,449
           Prepaid expenses                                                          973           (279)         (758)
           Accounts payable                                                        3,718         (3,320)        3,451
           Accrued expenses                                                          846         51,465        21,646
           Income taxes                                                             (782)        17,028        18,763
           Intangibles and other assets                                              157         (2,769)        1,438
                                                                                ----------    -----------    ----------
              Net cash provided by (used in) operating activities                 (3,565)        30,065       113,991
                                                                                ----------    -----------    ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment                                            (10,242)        (8,093)       (7,144)
  Sale of investments and property                                                 1,350            100           171
                                                                                ----------    -----------    ----------
              Net cash used in investing activities                               (8,892)        (7,993)       (6,973)
                                                                                ----------    -----------    ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
       Payments of short-term debt                                               (35,190)       (53,889)       (9,487)
       Payments of long-term debt                                                 (7,930)       (38,185)      (33,000)
       Dividends paid                                                             (4,664)        (4,712)       (4,744)
       Proceeds from long-term debt                                               24,428          9,000        18,482
       Proceeds from short-term debt                                              36,193         56,500         7,668
       Minority interest portion of investment in Subsidiaries                     1,623          6,459           250
       Minority interest in dividends paid by Subsidiaries                             -           (263)         (241)
       Payments to acquire treasury stock                                              -              -        (7,703)
       Proceeds from exercise of stock options                                     6,341          1,974         2,273
                                                                                ----------    -----------    ----------
                     Net cash provided by (used in)  financing activities         20,801        (23,116)      (26,502)
                                                                                ----------    -----------    ----------
EFFECTS OF FOREIGN CURRENCY TRANSLATION (LOSSES) GAINS                            (2,172)           534          (601)
                                                                                ----------    -----------    ----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                               6,172           (510)       79,915
CASH AND CASH EQUIVALENTS, beginning of year                                       1,890          8,062         7,552
                                                                                ----------    -----------    ----------
CASH AND CASH EQUIVALENTS, end of year                                           $ 8,062        $ 7,552      $ 87,467
                                                                                ==========    ===========    ==========

SUPPLEMENTAL CASH FLOW INFORMATION:
   Cash paid during the year for:
      Interest, net of capitalized interest                                      $ 3,500        $ 3,600      $  1,100
      Income taxes                                                               $ 2,600        $   600      $ 18,200

   Noncash financing activities:
      Tax benefit of stock option exercises                                      $ 6,700        $ 3,400      $  1,700
</TABLE>

The accompanying notes are an integral part of these consolidated statements.


<PAGE>

<TABLE>
<CAPTION>

                           DELTA AND PINE LAND COMPANY
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
               FOR THE YEARS ENDED AUGUST 31, 1998, 1999 AND 2000
                      (In thousands, except per share data)

                                                                                           Accumulated
                                                                Capital in                    Other                      Total
                                      Preferred      Common      Excess of     Retained   Comprehensive   Treasury    Stockholders'
                                        Stock        Stock       Par Value     Earnings   Income/(Loss)    Stock        Equity
                                        -----        -----       ---------     --------   -------------    -----        ------
<S>                                          <C>        <C>           <C>         <C>          <C>           <C>           <C>
Balance at August 31, 1997               $    107    $   3,772    $  22,838     $  48,894     $   (907)   $  (2,173)    $  72,531
Net income                                      -            -            -         1,879            -            -         1,879
Foreign currency translation adjustment         -            -            -             -       (2,172)            -      (2,172)
                                                                                                                        ---------
     Total comprehensive (loss)                                                                                             (293)
Exercise of stock options and tax
  benefit of stock option exercises             -           75       13,002             -            -            -        13,077
Cash dividends, $0.12 per share                 -            -            -        (4,664)           -            -        (4,664)
                                         --------    ---------    ---------     ---------     --------    ---------     ---------
Balance at August 31, 1998                    107        3,847       35,840        46,109       (3,079)      (2,173)       80,651
Net income                                      -            -            -         7,573            -            -         7,573
Foreign currency translation adjustment         -            -            -             -          534            -           534
                                                                                                                        ---------
     Total comprehensive income                                                                                             8,107
Exercise of stock options and
  tax benefit of stock option exercises         -           19        5,339             -            -            -         5,358
Cash dividends, $0.12 per share                 -            -            -        (4,712)           -            -        (4,712)
                                         --------    ---------    ---------     ---------     --------    ---------     ---------
Balance at August 31, 1999                    107        3,866       41,179        48,970
                                                                                                (2,545)      (2,173)       89,404
Net income                                      -            -            -        79,326            -            -        79,326
Foreign currency translation adjustment         -            -            -             -         (601)           -          (601)
                                                                                                                        ---------
      Total comprehensive income                                                                                           78,725
Exercise of stock options and tax benefit
  of stock option exercises                     -           29        3,917             -            -            -         3,946
Cash dividends, $0.12 per share                 -            -            -        (4,744)           -            -        (4,744)
Purchase of common stock                        -            -            -             -            -       (7,703)       (7,703)
                                         --------    ---------    ---------     ---------     --------    ---------     ---------
Balance at August 31, 2000               $    107    $   3,895    $  45,096     $ 123,552    $  (3,146)   $  (9,876)   $  159,628
                                         ========    =========    =========     =========    =========    =========    ==========
</TABLE>


The accompanying notes are an integral part of these consolidated statements.



<PAGE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

Delta and Pine Land Company and  subsidiaries  (the  "Company" or "D&PL") breed,
produce,  condition and market cotton and soybean  planting  seed. In connection
with its seed operations,  the Company farms approximately 2,600 acres,  largely
for the 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 quality standards upon harvest, the
Company may be 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.  Significant  inter-company  accounts  and
transactions have been eliminated in consolidation.

Special Charges

On May 8,  1998,  Delta and Pine Land  Company  ("DPLC")  entered  into a Merger
Agreement with Monsanto  Company  ("Monsanto"),  pursuant to which DPLC would be
merged with and into  Monsanto.  On December  20,  1999,  Monsanto  withdrew its
pre-merger  notification  filed  pursuant  to  the  Hart-Scott-Rodino  Antitrust
Improvements Act of 1976 ("HSR Act") effectively  terminating Monsanto's efforts
to gain  government  approval of the merger.  On December 30, 1999,  the Company
filed suit (the  "December 30 Suit") in the First  Judicial  District of Bolivar
County, Mississippi,  seeking among other things, the payment of the $81 million
termination fee due pursuant to the merger agreement, compensatory damages of $1
billion and punitive  damages in an amount to be proved at trial for  Monsanto's
breach of  contract.  On January 2, 2000,  the Company and  Monsanto  reached an
agreement  whereby the Company would withdraw the December 30 Suit, and Monsanto
would immediately pay the $81 million.  On January 3, 2000, Monsanto paid to the
Company a termination fee of $81 million as required by the merger agreement. On
January 18, 2000, the Company re-filed a suit reinstating essentially all of the
allegations  contained in the December 30 Suit. The $81 million termination fee,
net of related expenses, is separately presented as "SPECIAL CHARGES AND UNUSUAL
INCOME ITEM, net" in the accompanying Consolidated Statements of Income.

In July 1999, D&PL announced a restructuring  program aimed to improve operating
efficiencies by consolidating  the Company's three domestic  divisions into one.
The  Company  recorded  a $2.0  million  charge in its  fourth  quarter  for the
severance  and related costs  associated  with this plan,  substantially  all of
which were paid prior to August 31,  1999.  This  charge is included in "SPECIAL
CHARGES AND UNUSUAL INCOME ITEM net" in the accompanying Consolidated Statements
of Income as is $9.0  million  in cost  related to the now  foiled  merger  with
Monsanto.  In 1999, the Company wrote-off inventory that was deemed to be excess
or obsolete.  The portion of this inventory  write-off deemed to be in excess of
normal levels ($15.2 million) is separately  presented as a component of cost of
sales.  Other income and expense includes a $3.7 million loss on the disposition
of fixed assets and other nonrecurring charges.

In 1998, the Company recorded special and nonrecurring  charges of $22.6 million
that relate to additional  inventory reserves and costs related to evaluation of
various strategic  alternatives which culminated in the contemplated merger with
Monsanto. The level of inventory reserves and write-offs were a result of excess
inventory  quantities  resulting  from a 7% reduction in acreage and the further
realignment  of the  Company's  product  line  due to  the  introduction  of new
products and changing demand. The costs related to the merger are primarily fees
for legal advice, investment bankers and other professionals.

At August 31, 2000, all reserves  established in 1999, 1998 and prior years have
been fully utilized.

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                                                10-15
     Breeder and foundation seed                                 40

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,  since  they can be
revitalized  from  time  to time  and  remain  viable  indefinitely  after  such
revitalization.

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
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 the  United  States  currency.  Translation  adjustments  are  reported  as a
separate  component  of  stockholders'  equity.  Gains and losses  from  foreign
currency 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.

Fair Value of Financial Instruments

The fair  value of the  Company's  financial  instruments  at  August  31,  2000
approximates their carrying value.

Revenue Recognition

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

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

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 seed production are also carried as
inventory until sold.

Derivative Financial Instruments

The Company uses futures and option contracts for its soybean hedging program to
effectively  fix the  cost  of a  significant  portion  of its  soybeans.  These
contracts are accounted for on a settlement  basis, with the net amounts paid or
received  under such  contracts  included in the cost of soybeans.  Open futures
contracts and the underlying soybean inventory are marked to market. The Company
does not typically terminate contracts prior to their expiration.  The amount of
deferred gains  associated  with the soybean  hedging program at August 31, 2000
was not material. The Company does not speculate in derivatives.

Impairment of Assets

D&PL assesses  recoverability  and  impairment  of  intangible  assets and other
long-lived assets whenever events or changes in circumstances  indicate that the
carrying  amount may not be  recoverable.  D&PL  determines  if the  unamortized
balance can be recovered  through  projected future operating cash flows. If the
sum of the expected  future cash flows is less than the  carrying  amount of the
asset,  an  impairment  loss is  recognized  in  accordance  with SFAS No.  121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of".  Otherwise,  an  impairment  loss is not  recognized,  and D&PL
continues  to  amortize  its  intangible  assets and other  assets  based on the
remaining estimated useful life.

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.

Reclassifications

Certain  prior year  amounts  have been  reclassified  to conform  with the 2000
presentation.

Implementation of Financial Accounting Standards

SFAS No. 133,  "Accounting for Derivative  Instruments and Hedging  Activities,"
establishes  accounting and reporting standards for the derivative  instruments,
including certain derivative  instruments  embedded in other contracts,  and for
hedging  activities.  The effective  date of this  statement was delayed via the
issuance of SFAS No. 137. The effective  date for SFAS No. 133 is now for fiscal
years beginning after June 15, 2000, although earlier adoption is encouraged and
retroactive  application is prohibited.  D&PL must adopt this statement no later
than  September 1, 2000.  Management  has  determined  that the adoption of this
standard  will not have a  material  impact on  D&PL's  results  of  operations,
financial position or cash flows.

SOP 98-5  "Reporting on the Costs of Start-up  Activities,"  requires that costs
related to  start-up  activities  be expensed  as  incurred  and all  previously
capitalized  costs be written  off.  Effective  September  1, 1999,  the Company
adopted the  requirements  of SOP 98-5.  The effect of adopting  this  statement
resulted in a write-off, net of tax, of approximately,  $2,965,000 (or $0.08 per
share).  The  adjustment  of  $2,965,000,  net of tax benefits of  approximately
$1,817,000,  to  retroactively  apply the new method was  recorded  in the first
fiscal quarter of 2000.

In December  1999,  the SEC issued Staff  Accounting  Bulletin No. 101;  Revenue
Recognition in Financial Statements ("SAB101").  SAB101 provides guidance on the
recognition,  presentation  and  disclosure  of revenue in financial  statements
filed with the SEC. In June 2000,  the SEC issued an  amendment  to SAB101 which
allows  registrants  to wait until the fourth  quarter of their fist fiscal year
beginning  after  December 15, 1999 to implement  SAB101.  Therefore,  D&PL must
adopt the  requirements  of SAB101 no later  than June 1, 2001.  Management  has
determined  that the  adoption of SAB101 will not have a material  impact on the
Company's financial statements.

<PAGE>


2.   INVENTORIES
<TABLE>
<CAPTION>

Inventories at August 31, consisted of the following:

                                                           1999                         2000
                                                   ----------------------       ----------------------
        <S>                                                      <C>                         <C>
         Finished goods                                  $   43,528,000              $   28,649,000
         Raw materials                                       15,774,000                  11,327,000
         Growing crops                                        1,564,000                   1,744,000
         Supplies                                               969,000                   1,165,000
                                                   ----------------------       ----------------------
                                                             61,835,000                  42,885,000
         Less reserves                                     ( 14,108,000)                 (7,607,000)
                                                   ----------------------       ----------------------
                                                         $    47,727,000             $   35,278,000
                                                   ======================       ======================
</TABLE>


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
<TABLE>
<CAPTION>

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

                                                             1999                     2000
                                                    -----------------------    --------------------
           <S>                                                        <C>                       <C>
           Land and improvements                           $     4,113,000           $   4,046,000
           Buildings and improvements                           35,251,000              37,759,000
           Machinery and equipment                              43,291,000              46,239,000
           Germplasm                                             7,500,000               7,500,000
           Breeder and foundation seed                           2,000,000               2,000,000
           Construction in progress                              4,789,000               4,444,000
                                                    -----------------------    --------------------
                                                                96,944,000             101,988,000
           Less accumulated depreciation                       (31,778,000)            (36,944,000)
                                                    -----------------------    --------------------
                                                          $     65,166,000          $   65,044,000
                                                    =======================    ====================
</TABLE>

4.     NOTES PAYABLE AND LONG-TERM DEBT

The Company has a syndicated  credit facility with three financial  institutions
which provides for aggregate unsecured borrowings of $110 million comprised of a
base  commitment of $55 million and a seasonal  commitment  of $55 million.  The
base commitment is a long-term loan that may be borrowed upon at any time and is
due April 1, 2001. The seasonal commitment is a working capital loan that may be
drawn upon from  September  1 through  June 30 of each  fiscal  year and expires
April 1, 2001. Each  commitment  offers variable and fixed interest rate options
and requires the Company to pay facility or  commitment  fees and to comply with
certain financial  covenants.  At August 31, 2000, the Company had $55.0 million
available for borrowing under the base commitment.

The  interest  rate  charged for each loan is based on LIBOR plus 35 to 55 basis
points depending on the achievement of certain  financial  ratios.  The combined
average  interest  rate was 7.26%,  5.6% and 6.07% during  2000,  1999 and 1998,
respectively.

The  financial  covenants  require the Company to: (a) maintain a ratio of total
liabilities to tangible net worth at August 31, of less than or equal to 2.25 to
1 (4.0 to 1.0 at the Company's  fiscal quarter ends) (b) maintain a fixed charge
coverage  ratio at the end of each  quarter  greater than or equal to 2.0 to 1.0
and (c) maintain at all times tangible net worth of not less than the sum of (i)
$40 million,  plus (ii) 50% of net income (but not losses)  determined as of the
last day of each fiscal year,  commencing  with August 31,  1998.  At August 31,
1999,  the Company's  ratio of total  liabilities to tangible net worth exceeded
the permitted ratio at which time the Company's  lenders waived  compliance with
this  covenant.  At August 31, 2000,  the Company was in  compliance  with these
covenants.

<PAGE>
5.   ACCRUED EXPENSES
<TABLE>
<CAPTION>

Accrued expenses at August 31, consisted of the following:
                                                                 1999                   2000
                                                           ------------------     ------------------
        <S>                                                             <C>                     <C>
         Bollgard and Roundup Ready
         royalties and related expenses
            due Monsanto                                       $ 115,260,000           $128,581,000
         Sales returns and allowances                              8,627,000             11,285,000
         Payroll                                                   2,883,000              4,011,000

         Other accrued expenses                                   16,286,000             20,825,000
                                                           ------------------     ------------------
                                                               $ 143,056,000          $ 164,702,000
                                                           ==================     ==================
</TABLE>
6.   INCOME TAXES
<TABLE>
<CAPTION>

The provisions for income taxes for the years ended August 31,  consisted of the
following:

                                  1998                1999                  2000
                             ---------------     ----------------     -----------------
         <S>                            <C>                  <C>                    <C>
         Current-
             Federal               $970,000           $9,628,000           $43,452,000
             State                   39,000              858,000             1,647,000
         Deferred                   298,000           (7,059,000)             (949,000)
                             ---------------     ----------------     -----------------
                                 $1,307,000           $3,427,000           $44,150,000
                             ===============     ================     =================
</TABLE>
<TABLE>
<CAPTION>

The differences  between the statutory federal income tax rate and the effective
rate are as follows:
                                                                                1998            1999           2000
                                                                             -----------     -----------    ------------
           <S>                                                                      <C>             <C>             <C>
           Statutory rate                                                          35.0%           35.0%           35.0%
           Increases (decreases) in tax resulting from:
              State taxes, net of federal tax benefit                               2.2             2.3             0.7
              Research and development tax credits                                (19.3)           (8.6)           (0.4)
              Tax effects resulting from non deductible costs
                   and foreign activities                                          20.3            (1.2)           (1.1)
              Other                                                                 2.8             3.7             0.6
                                                                             -----------     -----------    ------------
           Effective rate                                                          41.0%           31.2%           34.8%
                                                                             ===========     ===========    ============
</TABLE>



<PAGE>

<TABLE>
<CAPTION>

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

          Deferred tax assets:                                 1999                2000
                                                          ----------------    ----------------
                 <S>                                                  <C>                 <C>
                 Inventory                                     $9,226,000          $3,821,000
                 Charitable contributions                         368,000             481,000
                 Intangibles                                      192,000              47,000
                 Deferred inventory                              -                    413,000
                 Other                                          4,083,000           3,290,000
                                                          ----------------    ----------------
                                                              $13,869,000          $8,052,000
                                                          ================    ================
          Deferred tax liabilities:
                 Deferred charges                              $ (908,000)               $  -
                 Property                                      (5,228,000)         (5,285,000)
                 Other                                           (641,000)           (322,000)
                                                          ----------------    ----------------
                                                               (6,777,000)         (5,607,000)
                                                          ----------------    ----------------
                 Net deferred income taxes                    $ 7,092,000         $ 2,445,000
                                                          ================    ================
</TABLE>

To date the Company's  foreign  subsidiaries  and joint ventures either have not
generated  taxable  income,  or have been  granted tax  holidays  and, for these
reasons, no taxes are provided for foreign operations.

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 2000 under
operating leases with initial or remaining noncancellable terms in excess of one
year are as follows:

                                 2001   $   322,000
                                 2002   $   205,000
                                 2003   $    65,000
                                 2004   $     5,000
                                 2005   $         -

Rent and lease expense including land rent approximated  $3,354,000,  $3,182,000
and $3,101,000 in 2000, 1999 and 1998, respectively.



<PAGE>


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 and are managed by an
independent   portfolio  manager.  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 Company has adopted SFAS No. 132, "Employers' Disclosures About Pensions and
Other  Postretirement  Benefits."  The  measurement  of Plan and SERP assets and
obligations  was  performed  as of June  30.  The  following  table  provides  a
reconciliation  of the changes in the Plan's and SERP's benefit  obligations and
fair value of assets over the  two-year  period  ended  August 31,  2000,  and a
statement of the funded status as of August 31, 1999 and 2000.
<TABLE>
<CAPTION>

                                                                Plan                                                  SERP
                                               -------------------------------------    ----------------------------------
                                                        1999                 2000                 1999             2000
                                               ----------------     ----------------    ---------------  -----------------
CHANGE IN BENEFIT OBLIGATIONS
<S>                                                <C>                 <C>                  <C>               <C>
Benefit obligation at beginning of  year           $ 9,489,000         $ 10,387,000         $  588,000        $   643,000
     Service cost                                      481,000              571,000             39,000              6,000
     Interest cost                                     687,000              754,000             43,000             46,000
     Actuarial  loss                                   395,000              229,000             10,000              8,000
     Benefits paid                                    (665,000)            (718,000)           (37,000)           (61,000)
                                               ----------------     ----------------    ---------------  -----------------
Benefit obligation at end of year                  $10,387,000         $ 11,223,000         $  643,000        $   642,000
                                               ================     ================    ===============  =================

CHANGE IN PLAN ASSETS
Fair value of plan assets at beginning of year     $ 9,646,000         $ 11,213,000         $  500,000        $   641,000
     Actual return on plan assets                    1,614,000            1,722,000             98,000             64,000
     Company contributions                             700,000                    -             85,000                  -
     Benefits paid                                    (665,000)            (718,000)           (36,000)           (61,000)
     Expenses                                          (82,000)             (94,000)            (6,000)            (2,000)
                                               ----------------     ----------------    ---------------  -----------------
Fair value of plan assets at end of year          $ 11,213,000         $ 12,123,000         $  641,000        $   642,000
                                               ================     ================   ================  =================

Funded status                                       $  826,000           $  900,000         $   (2,000)          $      -
Unrecognized transition obligation                     304,000              184,000                  -                  -
Unrecognized prior service cost                         53,000               50,000                  -                  -
Unrecognized net gain                               (1,797,000)          (2,160,000)           (38,000)                 -
                                               ----------------     ----------------   ----------------  -----------------
Accrued pension cost                               $  (614,000)         $(1,026,000)        $  (40,000)           $     -
                                               ================     ================   ================  =================
</TABLE>



<PAGE>


<TABLE>
<CAPTION>

Periodic Pension Expense:
                                                      Plan                                           SERP
                                ----------------------------------------------- ----------------------------------------------
                                      1998            1999           2000              1998             1999           2000
                                ----------------  ------------- --------------- --------------  --------------- --------------
<S>                                     <C>               <C>           <C>             <C>              <C>              <C>
Service cost                    $       444,000      $ 482,000     $   571,000     $   47,000       $   39,000       $  6,000
Interest cost on projected
benefit obligation                      584,000        687,000         754,000         38,000           43,000         46,000
Actual return on assets              (2,135,000)    (1,614,000)     (1,722,000)       (18,000)         (98,000)       (64,000)
Amortization of transitional
  obligation                            118,000        119,000         120,000              -                -              -
Net unrecognized  (gain)/loss
  and amortization                    1,334,000        712,000         690,000          2,000           75,000        (29,000)
                                  --------------  -------------  -------------- --------------  ---------------  -------------
Net periodic pension
  expense/(income)                      345,000        386,000        $413,000         69,000           59,000        (41,000)
                                  ==============  =============  ============== ==============  ===============  =============
Company contributions           $             -      $ 700,000     $         -     $  275,000        $  85,000       $      -
                                ================  =============  ============== ==============  ===============  =============
</TABLE>


The actuarial present value of the projected benefit  obligation of the Plan and
the SERP was  determined  using a discount  rate of 7.5% in 1999 and 2000,  with
assumed  salary  increases  of 4% in  1999  and  2000 to age  65.  The  expected
long-term  rate of return on assets was 9% in 1999 and 2000.  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 2000, 1999 or 1998.

9. MAJOR CUSTOMERS

In fiscal 1998,  1999,  and 2000 seed sales to each of three  customers  and the
related  licensing  fees  ultimately  billed to farmers  for sales made by these
customers for  transgenic  products  comprised  more than 10% of total sales and
licensing fees. The approximate amount of annual sales including technology fees
to each of the customers were as follows:

   Customer               1998                  1999                  2000
                  ------------------   -------------------   -------------------
       A               $23,800,000           $34,615,000           $34,246,000
       B                27,388,000            50,767,000            51,938,000
       C                44,054,000            74,710,000            69,951,000

<PAGE>
10. BUSINESS SEGMENT INFORMATION

The  Company  is in a single  line of  business  and  operates  in two  business
segments,  domestic and international.  The Company's  reportable segments offer
similar products;  however, the business units are managed separately due to the
geographic dispersion of their operations.  D&PL breeds,  produces,  delints and
conditions,  and markets  proprietary  varieties of cotton  planting seed in the
United States.  D&PL also breeds,  produces,  conditions and distributes soybean
planting seed in the United  States.  The  international  segment offers similar
cottonseed in several foreign  countries.  The Company  develops its proprietary
seed products  through  research and development  efforts  throughout the United
States and certain foreign  countries.  The Company's  chief operating  decision
maker utilizes revenue  information in assessing  performance and making overall
operating  decisions and resource  allocations.  Profit and loss  information is
reported  by segment to the chief  operating  decision  maker and the  Company's
Board of  Directors.  The  accounting  policies of the  segments are the same as
those described in the summary of significant accounting policies.

Information  about the  Company's  segments for the years ended August 31, is as
follows (in thousands):
<TABLE>
<CAPTION>

                                             1998                   1999                      2000
                                        ---------------       ------------------       --------------------
<S>                                             <C>                     <C>                          <C>
Net sales
     Domestic                                $170,569               $  233,949                $   270,205
     International                             21,770                   26,516                     30,976
                                        ---------------       ------------------       --------------------
                                             $192,339               $  260,465                $   301,181
                                        ===============       ==================       ====================
Operating income/(loss)
     Domestic                                $  9,228               $   19,856                $   120,305
     International                             (2,960)                  (2,082)                     4,308
                                       ---------------       ------------------       --------------------
                                             $  6,268               $   17,774                $   124,613
                                       ===============       ==================       ====================
Capital expenditures
     Domestic                                $  5,305                $   3,824                 $    6,805
     International                              4,937                    4,269                        339
                                       ---------------       ------------------       --------------------
                                             $ 10,242                $   8,093                 $    7,144
                                       ===============       ==================       ====================
</TABLE>

Information about the financial  position of the Company's segments as of August
31, is as follows (in thousands):

                                    1999                              2000
                              -----------------                 ----------------
Long-term assets
    Domestic                           $ 62,187                         $ 62,033
    International                        16,028                           14,400
                              -----------------                 ----------------
                                       $ 78,215                         $ 76,433
                              =================                 ================
Total assets
    Domestic                          $ 280,063                        $ 367,600
    International                        15,695                           22,534
                              -----------------                 ----------------
                                      $ 295,758                        $ 390,134
                              =================                 ================

<PAGE>
11.  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  $715,000,   $740,000,  and  $943,000  in  1998,  1999  and  2000,
respectively.

During 1998, 1999 and 2000 the Institute of Molecular Agrobiology ("IMA"), which
is owned by the National  University of Singapore  and the National  Science and
Technology Board of Singapore,  conducted  contract  research upon the Company's
instruction  related to the  development  of certain  technologies  for varietal
crops such as cotton and  soybeans.  The Company  paid  approximately  $260,000,
$340,000 and 296,000 in 1998,  1999 and 2000,  respectively,  for such  research
projects.

Dr. Chua, a member of the Board of Directors of the Company, was the Chairman of
the  Management  Board of Directors of IMA until  September  2000 when he became
vice chairman and is also Chairman of the Board of an affiliate of IMA,  IMAGEN.
IMAGEN, together with Singapore Bio-Innovations Pte. Ltd., STIC Investments Pte.
Ltd., and OCBC Wearnes and Walden Investments Pte. Ltd., own 20% of the stock of
D&PL China Pte. Ltd.

In 1999,  the Company sold at a loss of  approximately  $1.1 million its site at
Centre,  Alabama to an entity  that is  controlled  by an officer  who is also a
shareholder.  This  shareholder  was an officer and shareholder of the Sure Grow
Companies at the time of their acquisition by D&PL.

12. COMMITMENTS AND CONTINGENCIES

The Company is named as a defendant in various lawsuits that allege, among other
things, that certain of the companies products (including Monsanto's technology)
did not  perform as the farmer had  anticipated  or  expected.  In many of these
suits,  Monsanto and, in some cases, the  distribution/dealer  who sold the seed
were also named.  In all cases where the seed sold  contained  either or both of
Monsanto's  Bollgard  and Roundup  Ready gene  technologies,  D&PL  tendered the
defense of these  cases to Monsanto  and  requested  indemnity.  Pursuant to the
terms of the February 6, 1996 Bollgard Gene License and Seed Services  Agreement
(the "Bollgard  Agreement")  and the February 6, 1996 Roundup Ready Gene License
and Seed Services  Agreement  (the "Roundup Ready  Agreement")  (both as amended
December 8, 1999) D&PL has a right to be  contractually  indemnified by Monsanto
against all claims  arising out of the failure of  Monsanto's  gene  technology.
Some of the product  liability  lawsuits contain varietal claims which are aimed
solely at the Company.  D&PL does not have a right to indemnification;  however,
from Monsanto for any claims involving varietal characteristics separate from or
in addition to the failure of the Monsanto technology. The Company believes that
the  resolution  of  these  matters  will  not  have a  material  impact  on the
consolidated  financial  statements.  The Company  intends to vigorously  defend
itself in these matters. See Part I, Item III for a discussion of each case.

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

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

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

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

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

On August 9, 1999, D&PL and Monsanto received Civil  Investigative  Demands from
the  USDOJ,  seeking to  determine  whether  there  have been any  inappropriate
exchanges of information  between Monsanto and D&PL or if any prior acquisitions
are likely to have substantially lessened competition in the sale or development
of cottonseed or cottonseed  genetic traits.  D&PL is complying with the USDOJ's
request for  information  and documents and with the recent Civil  Investigative
Demand.

13.  STOCKHOLDERS' EQUITY

Preferred Stock

The Board of Directors  of D&PL 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
("Rights  Plan") and declared a dividend of one preferred  stock  purchase right
("right") for each outstanding share of D&PL'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 D&PL 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. The Board of Directors  previously
approved the Monsanto  merger and modified the Rights Plan to  deactivate it for
such merger. Upon the merger termination, the Board rescinded that deactivation.
Under the Rights Plan, 456,989 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 D&PL's outstanding  shares of Common Stock. The rights,  which expire on
August 30, 2006, are  redeemable in whole,  but not in part, at D&PL's option at
any time for a price of $0.01 per right.

D&PL  issued  1,066,667  shares  (after  effect  of stock  splits)  of  Series M
Convertible  Non-voting  Preferred Stock, as  consideration  for the purchase in
1996 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 D&PL,  and no more,  when
and as  declared  by the Board of  Directors.  In the event of any  liquidation,
dissolution or winding up of D&PL, 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 D&PL,  $10.452 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

The 1993 Stock Option Plan authorized options to purchase up to 2,560,000 shares
of Common Stock at an option price not less than the market price on the date of
grant.

The 1995 Long-Term  Incentive  Plan, as amended and restated in March 2000, (the
"LTIP") allows for the awarding of stock options to officers,  key employees and
directors.  Under  the  LTIP,  5,120,000  shares  of  Common  Stock of D&PL were
available  for  grant.  Shares  subject  to  options  and  awards  which  expire
unexercised  are available for new option grants and awards.  Future  members of
the Board of  Directors  receive  automatic  grants of 62,222  shares upon being
named to the Board.  On February  27,  1997,  stockholders  amended this plan to
provide additional annual grants of 2,666 shares for each of the next five years
(1997 - 2001)  to then  present  directors  of the  Company.  Such  options  are
exercisable  ratably over five years  commencing after one year from the date of
grant.

<TABLE>
<CAPTION>
Stock Options                                             Number of Shares                   Price Range
                                                    -----------------------     -----------------------------------
<S>                                                                 <C>                     <C>            <C>
Outstanding at August 31, 1997                                   3,456,379                $ 4.67       $ 28.90
Granted                                                            722,994                 26.82         49.31
Exercised                                                         (745,749)                 4.67         22.85
Lapsed or canceled                                                (113,157)                 4.67         28.90
                                                    -----------------------     -----------------    --------------
Outstanding at August 31, 1998                                   3,320,467                  4.67         49.31
Granted                                                             70,996                 32.80         37.80
Exercised                                                         (194,948)                 4.67         26.82
Lapsed or canceled                                                 (53,558)                10.69         41.97
                                                    -----------------------     -----------------    --------------
Outstanding at August 31, 1999                                   3,142,957                  4.67         49.31
Granted                                                          1,785,443                 16.91         19.81
Exercised                                                         (281,160)                 4.67         26.82
Lapsed or canceled                                                (209,620)                10.69         48.56
                                                    -----------------------     -----------------    --------------
Outstanding at August 31, 2000                                   4,437,620                $ 4.67       $ 49.31
                                                    =======================     =================    ==============
</TABLE>


SFAS No. 123, "Accounting for Stock-Based  Compensation",  requires companies to
estimate  the  fair  value  of  stock  options  on  the  date  of  grant.   This
pronouncement  requires D&PL to record the estimated fair value of stock options
issued as compensation expense in its income statements over the related service
periods  or,  alternatively,  continue  to  apply  accounting  methodologies  as
prescribed by Accounting  Principles  Board ("APB") Opinion No. 25,  "Accounting
for Stock  Issued to  Employees,"  and  disclose  the pro forma  effects  of the
estimated  fair value of stock options issued in the  accompanying  footnotes to
its  financial  statements.  In adopting  this  pronouncement,  D&PL  elected to
continue to follow the accounting methodologies as prescribed by APB Opinion No.
25. The  determination  of fair value is only required for stock options  issued
beginning in fiscal 1996. The weighted average fair values of options granted in
fiscal  1998,   1999  and  2000  were  $15.91,   $19.24  and  $9.61  per  share,
respectively.


<PAGE>


The pro forma  effects of the total  compensation  expense  that would have been
recognized under SFAS No. 123 are as follows:
<TABLE>
<CAPTION>
                                                                               August 31,
(Dollars in thousands, except per share data)                  1998               1999                2000
--------------------------------------------------------- ---------------  -------------------  ----------------
<S>                                                            <C>                 <C>            <C>
Pro forma compensation cost                                    $   3,080           $    3,621     $       2,260
Net income, as reported                                            1,783                7,477            79,198
Pro forma net income (loss)                                       (1,303)               3,942            76,938
Basic earnings per share, as reported                               0.05                 0.19              2.06
Pro forma basic earnings (loss) per share                          (0.03)                0.10              2.00
Diluted earnings (loss) per share, as reported                      0.04                 0.19              1.98
Pro forma diluted earnings (loss) per share                    $   (0.03)           $    0.10     $        1.92
</TABLE>

D&PL utilized the Black-Scholes  Option Pricing Model to estimate the fair value
of stock options granted using the following assumptions:
<TABLE>
<CAPTION>

                                                   1998                   1999                   2000
                                             ---------------    ----------------          --------------
<S>                                                       <C>                 <C>                     <C>
Expected dividend yield                                   3%                  3%                      3%
Expected option lives                                5 years             5 years                 5 years
Expected volatility                           48.7% to 54.4%              64.41%                  51.88%
Risk-free interest rates                      5.34% to 5.89%               6.29%                   5.96%
</TABLE>

The following table summarizes certain  information about stock options granted,
exercised and forfeited for the three year period ended August 31, 2000:
<TABLE>
<CAPTION>

                            Options Granted net          Weighted Average
                              of Exercises and      Remaining Contractual Life      Weighted Average
  Exercise Price Range          Forfeitures                  in Years                Exercise Price
-------------------------- ----------------------- ------------------------------ ---------------------
     <S>                           <C>                         <C>                       <C>
     $16.91 - $28.69               2,261,510                   9.04                      $21.00
     $32.80 - $39.10                  86,992                   8.22                      $35.85
     $41.69 - $49.31                  97,000                   7.70                      $45.95
</TABLE>

<PAGE>
Treasury Stock

In February 2000, the Board of Directors authorized a program for the repurchase
of up to $50 million of the Company's common stock. The shares repurchased under
this program are to be used to provide for option  exercises,  conversion of the
Company's Series M Convertible Non-Voting Preferred shares and for other general
corporate  purposes.  At August 31, 2000,  the Company had  repurchased  453,700
shares at an aggregate  purchase price of  approximately  $7,703,000  under this
program.

Dilutive  common  share  equivalents  consist  of both  the  Company's  Series M
Convertible  Non-Voting Preferred Shares and outstanding stock options under the
Company's  1993  Stock  Option  Plan  and the  1995  Long-Term  Incentive  Plan.
Approximately  153,000,  142,000 and 781,000  outstanding stock options were not
included in the  computation  of diluted  earnings per share for the years ended
August  31,  1998,  1999 and 2000,  respectively,  because  the  effect of their
exercise was not  dilutive  based on the average  market price of the  Company's
common stock for each  respective  reporting  period.  These  options  expire at
various dates from 2006 to 2010.


<TABLE>
<CAPTION>


Earnings Per Share
                                                                 1998                1999                2000
                                                           -----------------    ----------------    ---------------
<S>                                                                     <C>                  <C>                <C>
Basic Earnings per Share:
Net income per share before cumulative effect of
accounting change                                          $            0.05    $           0.19    $          2.14
Cumulative effect of accounting change
                                                                           -                   -              (0.08)
                                                           -----------------    ----------------    ---------------
Net income                                                 $            0.05    $           0.19    $          2.06
                                                           =================    ================    ===============
Diluted Earnings per Share:
Net income per share before cumulative effect of
accounting change                                          $            0.04    $           0.18    $          2.05
Cumulative effect of accounting change
                                                                           -                   -              (0.07)
                                                           -----------------    ----------------    ---------------
Net income                                                 $            0.04    $           0.18    $          1.98
                                                           =================    ================    ===============
Number of shares used in basic earnings per
share calculations                                                    38,011              38,438             38,496
                                                           =================    ================    ===============
Number of shares used in diluted earnings per
share calculations                                                    40,839              40,973             40,159
                                                           =================    ================    ===============
</TABLE>

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

                                                                           FOR THE TWELVE MONTHS ENDED AUGUST 31
                                                                           -------------------------------------
                                                                 1998                1999                2000
                                                           -----------------    ----------------    ---------------
<S>                                                                     <C>               <C>                  <C>
Income
    Income before cumulative
       effect of accounting change                                 $ 1,879            $ 7,573            $ 82,291
    Less:  Preferred stock dividends                                   (96)               (96)               (128)
                                                          -----------------    ---------------     ---------------
    Basic EPS:
    Income available to common stockholders                          1,783              7,477              82,163

    Effect of Dilutive Securities:
    Convertible Preferred Stock Dividends                               96                 96                 128
                                                          -----------------    ---------------     ---------------
    Diluted EPS:
    Income available to common stockholders
       plus assumed conversions                                    $ 1,879            $ 7,573            $ 82,291
                                                          =================    ===============     ===============
Shares
    Basic EPS shares                                                38,011             38,438              38,496
    Effect of Dilutive Securities:
        Options to purchase common stock                             1,761              1,468                 596
        Convertible preferred stock                                  1,067              1,067               1,067
                                                          -----------------    ---------------     ---------------
    Diluted EPS shares                                              40,839             40,973              40,159
                                                          =================    ===============     ===============
Per Share Amounts
    Basic                                                          $  0.05            $  0.19             $  2.14
                                                          =================    ===============     ===============
    Diluted                                                        $  0.04            $  0.18             $  2.05
                                                          =================    ===============     ===============
</TABLE>

14.   UNAUDITED QUARTERLY FINANCIAL DATA

All of D&PL'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 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. Generally,  international sales are not subject to return. A
substantial  portion of Company sales are  concentrated  in the second and third
fiscal quarters.  As a result,  the Company generally expects to incur losses in
the first and fourth  quarters.  Management  believes that such  seasonality  is
common throughout the seed industry.


<TABLE>
<CAPTION>

Summarized unaudited quarterly financial data is as follows:

                                           (In thousands, except per share data)

-----------------------------------------------------------------------------------------------------------
Fiscal 1998: Three months ended
                                               November 30      February 28         May 31     August 31
-----------------------------------------------------------------------------------------------------------

<S>                                                    <C>              <C>            <C>         <C>
Net sales and licensing fees(2)                    $ 5,340          $77,245       $126,029      $(16,275)
Gross profit(4)                                      2,067           27,147         40,018       (15,666)
Net income (loss) applicable to
     common shares(4)                               (4,665)           9,757         13,941       (17,250)
Net income (loss) per share-basic(1)(4)              (0.12)            0.26           0.36         (0.45)
Weighted average number of shares  used
     in quarterly per share calculations -basic     37,721           37,858         38,133        38,367
Net income (loss) per share- diluted(1)(4)           (0.12)            0.24           0.34         (0.45)
Weighted average number of shares used
     in quarterly per share calculations- diluted   37,721           40,663         41,594        38,367
----------------------------------------------------------------------------------------------------------
Fiscal 1999: Three months ended
                                               November 30      February 28         May 31     August 31
----------------------------------------------------------------------------------------------------------
Net sales and licensing fees                         7,195          $72,800       $158,591       $21,879
Gross profit(5)                                      2,248           23,116         51,378        (1,591)
Net income (loss) applicable to
    common shares(5)                                (6,463)           2,382         20,724        (9,166)
Net income (loss) per share-basic(1)(5)              (0.17)            0.06           0.54         (0.24)
Weighted average number of shares  used
    in quarterly per share calculations -basic      38,380           38,422         38,454        38,513
Net income (loss) per share- diluted(1)(5)           (0.17)            0.06           0.51         (0.24)
Weighted average number of shares used
    in quarterly per share calculations- diluted    38,380           41,085         41,017        38,513
----------------------------------------------------------------------------------------------------------
Fiscal 2000: Three months ended
                                               November 30      February 29         May 31     August 31
----------------------------------------------------------------------------------------------------------
Net sales and licensing fees                       $ 4,549        $ 104,203      $ 177,365      $ 15,064
Gross profit                                           301           31,041         65,190         2,835
Net income (loss) applicable to
    common shares(3)                                (9,540)          58,595         34,856        (4,713)
Net income (loss) per share-basic(1)(3)              (0.25)            1.52           0.91         (0.12)
Weighted average number of shares  used
    in quarterly per share calculations -basic      38,662           38,664         38,319         38,363
Net income (loss) per share-diluted(1)(3)            (0.25)            1.46           0.88          (0.12)
Weighted average number of shares used
    in quarterly per share calculations-diluted     38,662           40,110         39,845         38,363
</TABLE>

(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 during the year.
(2)Seed  returns  were  higher in the fourth  quarter  than the level of returns
anticipated at the end of the third quarter. A change in the accounting estimate
for these  returns was recorded in the fourth  quarter.  The new  provision  for
returns was greater than the amount of sales recorded in the fourth quarter, and
as a result, reported net sales in the fourth quarter were negative.
(3)The second quarter  includes the effect of recording the $81.0 million merger
termination  fee paid by Monsanto,  net of related  expense which are expense as
incurred.
(4)The fourth quarter  includes the effect of recording a $17.5 million  special
charge in cost of sales  associated  with  inventory  write  -offs and  recalled
inventory  and  $5.1  million  in  operating  expense  for  the  effects  of the
evaluation of various strategic alternatives and the Monsanto merger.
(5) The fourth quarter includes the effect of recording special charges of $20.3
million of which $15.2  million is  recorded as cost of sales and is  associated
with inventory write-offs due to product phase outs and reserves established for
excess inventory,  $3.1 million in operating  expenses related to the merger and
approximately $2.0 million in other income associated with loss on sale of fixed
assets.

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

Not applicable.
<PAGE>
                                    PART III

ITEM 10.        DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information  with  respect  to this  item is set  forth in the  Company's  Proxy
Statement  for the Annual  Meeting of  Stockholders  on December 29, 2000 and is
incorporated herein by reference.

ITEM 11.         EXECUTIVE COMPENSATION

Information  with  respect  to this  item is set  forth in the  Company's  Proxy
Statement  for the Annual  Meeting of  Stockholders  on December 29, 2000 and is
incorporated herein by reference.

ITEM 12.         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information  with  respect  to this  item is set  forth in the  Company's  Proxy
Statement  for the Annual  Meeting of  Stockholders  on December 29, 2000 and is
incorporated herein by reference.

ITEM 13.         CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information  with  respect  to this  item is set  forth in the  Company's  Proxy
Statement  for the Annual  Meeting of  Stockholders  on December 29, 2000 and is
incorporated herein by reference.


<PAGE>



                                     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, 2000

                  Consolidated Balance Sheets - August 31, 1999 and 2000

                  Consolidated  Statements of Cash Flows - for each of the three
                     years in the period ended August 31, 2000

                  Consolidated  Statements  of Changes in  Stockholders'
                     Equity - for each of the three years in the period ended
                     August 31, 2000

                  Notes to Consolidated Financial Statements

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

                  Report of Independent Public Accountants....................50

                  Schedule II - Consolidated Valuation and
                          Qualifying Accounts.................................51

                  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 51.

     (b)    4.    Reports on Form 8-K

             No reports on Form 8-K were filed  during the quarter  ended August
31, 2000.





<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 22, 2000.

DELTA AND PINE LAND COMPANY
(Registrant)

                                                               November 22, 2000
/s/ Jon E. M. Jacoby
--------------------------
By:  Jon E. M. Jacoby,
     Chairman of the Board

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/ F. Murray Robinson          Vice Chairman and              November 22, 2000
----------------------          Chief Executive Officer
F. Murray Robinson              (Principal Executive Officer)

/s/W. Thomas Jagodinski         Senior Vice President and      November 22, 2000
-----------------------         Chief Financial Officer
W. Thomas Jagodinski            (Principal Financial and
                                    Accounting Officer)

/s/ Stanley P. Roth             Vice Chairman and Director     November 22, 2000
-------------------
Stanley P. Roth

/s/ Nam-Hai Chua                Director                       November 22, 2000
----------------
Nam-Hai Chua

/s/ Joseph M. Murphy            Director                       November 22, 2000
--------------------
Joseph M. Murphy

/s/ Rudi E. Scheidt             Director                       November 22, 2000
-------------------
Rudi E. Scheidt


<PAGE>





                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


TO DELTA AND PINE LAND COMPANY:

We have audited in accordance with auditing standards  generally accepted in the
United States, 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 schedule  listed in the
Index of Part IV, Item 14(a)2, is the responsibility of the Company's management
and is  presented  for purposes of complying  with the  Securities  and Exchange
Commission's  rules  and is 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 18, 2000.

<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


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

Fiscal year ended August 31, 1998
----------------------------------
<S>                                  <C>              <C>               <C>             <C>                   <C>
Allowance for doubtful accounts      $        281     $       200       $     -         $       (113)(a)      $     368

Inventory valuation reserve          $      2,525     $    17,527(d)    $     -         $    (10,130)(c)      $   9,922

Fiscal year ended August 31, 1999
---------------------------------
Allowance for doubtful accounts      $        368     $       118       $     -         $        (11)(a)      $     475

Inventory valuation reserve          $      9,922     $    15,365(e)    $     -         $    (11,179)(c)      $  14,108

Fiscal year ended August 31, 2000
---------------------------------
Allowance for doubtful accounts      $        475     $       643       $     -         $        (27)(a)      $   1,091

Inventory valuation reserve          $     14,108     $     8,500       $     -         $    (15,001)(c)      $   7,607
</TABLE>
(a)  Write off of uncollectible accounts, net of recoveries

(b)  Reserve of  cottonseed as a result of  production  and cost  optimization
     program.

(c)  Disposal and/or write-off of inventory

(d)  Reserve of cottonseed  resulting  from reduction in cotton acreage in 1998,
     the further  realignment  of the  Company's  product  line to seed with new
     technologies  and the recall of certain  products that did not meet quality
     standards.

(e)  Reserves of excess  planting seed inventory and for the  realignment of the
     Company's product line.



<PAGE>



                                      INDEX
                     EXHIBITS TO ANNUAL REPORT ON FORM 10-K
                           YEAR ENDED AUGUST 31, 2000
                           DELTA AND PINE LAND COMPANY


Exhibits(1)                                          Description

2.01 Agreement  and Plan of  Merger  dated  as of May 8,  1998,  by and  between
     Monsanto Company and Delta and Pine Land Company. (2)

2.02 Termination  Option  Agreement  dated  as of May 8,  1998,  by and  between
     Monsanto, Company and Delta and Pine Land Company. (2)

3.01 Restated  Certificate of  Incorporation  of the  Registrant  dated June 11,
     1993.

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

4.01 Certificate of Designation,  Convertible  Preferred Stock of Delta and Pine
     Land Company. (3)

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

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

4.04 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)

4.05 Amendment No. 1 to the Rights  Agreement  dated May 8, 1998, by and between
     Delta and Pine Land Company and the Harris Trust and Savings Bank. (2)

4.06 Amendment  No. 2 to the Rights  Agreement  dated May 8, 1998 by and between
     Delta and Pine Land Company and the Harris Trust and Savings Bank.

4.07 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, as Lessor regarding  approximately
     2,500-acre  farm,  certain grain bins, and a certain  research  facility in
     Scott, Mississippi. (5)

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)(6)

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)(5)

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)(6)

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)(6)

10.11 Asset Purchase agreement  between Delta and Pine Land Company and Cargill,
     Inc. dated May 2, 1994 (8)

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. (5)(6)

10.14 $50,000,000 Revolving Credit Agreement between Registrant and Nations Bank
     dated November 15, 1995. (5)

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

10.25 Roundup Ready 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)(6)

10.27 Agreement between the D&PL  Companies  and the Sure Grow  Companies,  Sure
     Grow Shareholders and Sure Grow Principals dated May 20, 1996. (9)

10.28 Delta and Pine Land Company 1995 Long-Term  Incentive  Plan, as adopted on
     February 6, 1996. (6)(10)

10.29 Amendment to  Agreements  dated as of  December  8, 1999,  by and  between
     Monsanto Company,  Registrant,  D&M Partners, a partnership of Monsanto and
     D&PL, and Paymaster Technology Corp. (12)

10.30 D&M International Operating Agreement on March 10, 1995, between Delta and
     Pine Land Company,  through its wholly owned subsidiary D&PL  International
     Technology Corp. and Monsanto Company. (13)

11.01 Statement Re: Computation of Earnings per Share. (11)

21.01 Subsidiaries of the Registrant. (11)

23.01 Consent of Independent Public Accountants (11)

-------------------------
(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 8-K filed May 14, 1998
(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)  Incorporated by reference from Form 10-K filed November 22, 1995
(6)  Represents management contract or compensatory plan
(7)  Incorporated by reference from Form 10-Q filed July 14, 1995
(8)  Incorporated by reference from Form 8-K filed May 16, 1994
(9)  Incorporated by reference from Form 8-K filed June 4, 1996
(10) Incorporated by reference from Form 10-K filed November 27, 1996
(11) Filed herewith
(12) Incorporated by reference from Form 8-K filed May 18, 2000
(13) Incorporated by reference from 8-K filed September 14, 2000


<PAGE>


EXHIBIT 11.01
<TABLE>
<CAPTION>

                        COMPUTATION OF EARNINGS PER SHARE
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)

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

                                                                           FOR THE TWELVE MONTHS ENDED AUGUST 31
                                                                           -------------------------------------
                                                                 1998                1999                2000
                                                           -----------------    ----------------    ---------------
<S>                                                                     <C>               <C>                   <C>
Income
    Income before cumulative
       effect of accounting change                                 $ 1,879            $ 7,573            $ 82,291
    Less:  Preferred stock dividends                                   (96)               (96)               (128)
                                                           -----------------    ---------------     ---------------
    Basic EPS:
    Income available to common stockholders                          1,783              7,477              82,163

    Effect of Dilutive Securities:
    Convertible Preferred Stock Dividends                               96                 96                 128
                                                           -----------------    ---------------     ---------------
    Diluted EPS:
    Income available to common stockholders
       plus assumed conversions                                    $ 1,879            $ 7,573            $ 82,291
                                                           =================    ===============     ===============
Shares
    Basic EPS Shares                                                38,011             38,438              38,496
    Effect of Dilutive Securities:
        Options to purchase common stock                             1,761              1,468                 596
        Convertible Preferred Stock                                  1,067              1,067               1,067
                                                          -----------------    ---------------     ---------------
    Diluted EPS Shares                                              40,839             40,973              40,159
                                                          =================    ===============     ===============
Per Share Amounts
    Basic                                                          $  0.05            $  0.19             $  2.14
                                                          =================    ===============     ===============
    Diluted                                                        $  0.04            $  0.18             $  2.05
                                                          =================    ===============     ===============
</TABLE>


<PAGE>


                                  EXHIBIT 21.01
                           SUBSIDIARIES OF REGISTRANT
    SUBSIDIARY                                            PLACE OF INCORPORATION
--------------------------------------------------------------------------------
ATLED CORPORATION                                                            USA

D&M INTERNATIONAL LLC                                                        USA

D&M PARTNERS                                                                 USA

D&PL ARGENTINA, INC.                                                         USA

D&PL CHINA, INC.                                                             USA

D&PL CHINA PTE, LTD.                                                   SINGAPORE

D&PL INVESTING CORP.                                                         USA

D&PL INVESTMENTS, INC.                                                       USA

D&PL MEXICO, INC.                                                            USA

DELTAPINE PARAGUAY, INC.                                                     USA

D&PL SOUTH AFRICA, INC.                                                      USA

D&PL INTERNATIONAL TECHNOLOGY CORP.                                          USA

DELTA AND PINE LAND INTERNATIONAL, LTD.                           VIRGIN ISLANDS

DELTA PINE DE MEXICO, S.A. de C.V.                                        MEXICO

DELTAPINE AUSTRALIA PTY. LIMITED                                       AUSTRALIA

GREENFIELD SEED COMPANY                                                      USA

HEBEI JI DAI COTTONSEED TECHNOLOGY COMPANY, LTD.                           CHINA

PAYMASTER TECHNOLOGY CORP.                                                   USA

TURK DELTAPINE, INC.                                                         USA

SURE GROW SEED, INC.                                                         USA

ELLIS BROTHERS SEED, INC.                                                    USA

ARIZONA PROCESSING, INC.                                                     USA

MISSISSIPPI SEED, INC.                                                       USA

D&PL Semillas Limitada                                                Costa Rica

CDM Mandyu S.R.L.                                                      Argentina

Delta & Pine Land Hellas Monoprosopi e.P.E.                               Greece

D&PL BraSil, Ltda                                                         Brazil

Anhui An Dai Cottonseed Technology Company, Ltd.                           China

S.G. Seed, Inc. (name changed November 17, 1998 to                           USA
D&PL Technology Holding Corp.)

D&M  Brasil, Ltda                                                         Brazil

MDM Maeda DeltaPine Monsanto Algodao Ltda                                 Brazil





<PAGE>

                                                                   EXHIBIT 23.01
                                                                   -------------

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
                    -----------------------------------------



As independent public accountants, we hereby consent to the incorporation of our
report,  dated October 18, 2000, included in this Form 10-K, into Delta and Pine
Land's previously filed Registration Statement File No. 333-21049.



Arthur Andersen LLP


Memphis, Tennessee,
November 22, 2000.


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