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, 1997

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

Commission File Number:    000-21788


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

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

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

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

              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 November
10,  1997,  as  reported  on the New  York  Stock  Exchange,  was  approximately
$643,405,000.  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 November 20, 1997, Registrant had outstanding  37,720,978 shares of Common
Stock.

                                         DOCUMENTS INCORPORATED BY REFERENCE

Registrant incorporates by reference portions of the Delta and Pine Land Company
Proxy  Statement for the annual  meeting of  stockholders  on February 26, 1998.
(Items 10, 11, 12 and 13 of Part III.)


<PAGE>


                                                        PART I

ITEM 1.         BUSINESS

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

In the 1980's,  as a component of its  long-term  growth  strategy,  the Company
began to market  its  products,  primarily  cotton  seed,  internationally.  The
Company  has  strengthened  and  expanded  its  international  staff in order to
support its expanding joint venture  activities.  In foreign  countries,  cotton
acreage is often planted with  farmer-saved  seed which has not been delinted or
treated  and is of low overall  quality.  Management  believes  that D&PL has an
attractive  opportunity  to  penetrate  foreign  markets  because  of its widely
adaptable,  superior cotton varieties,  technological  know-how in producing and
conditioning high-quality seed and brand name recognition.  Furthermore, in many
countries the  Bollgard(TM)  gene  technology  licensed  from  Monsanto  Company
("Monsanto")  would be effective and help farmers in those  countries to control
certain lepidopteran cotton pests.

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.  To  date,  a  majority  of the
Company's  international  sales have  resulted from exports from the U.S. of the
Company's products rather than direct in-country operations.

In 1997,  D&PL  announced a production  and cost  optimization  program aimed to
improve operating efficiencies. The Company expects this program will reduce its
unit cost of production  and reduce the operating  expense growth rate in future
years.  As part of this  program,  the  Company  idled  three of its higher cost
delinting facilities and reduced its work force at these facilities. The Company
plans to reduce its work force further with a voluntary early  retirement  plan.
D&PL believes its reconfigured production capabilities will allow it to continue
to meet the accelerating  demand for its insect resistant and herbicide tolerant
transgenic products on a cost efficient basis to the farmer.

Employees

As of October 31, 1997, the Company  employed a total of 580 full time employees
worldwide. Due to the seasonality 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 260 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  effected  through  November
1997)  for all  outstanding  shares  of the  three  companies.  The  merger  was
accounted for as a  pooling-of-interests.  The acquired companies have continued
to market upland picker cotton seed varieties under their existing  brand,  Sure
Grow. Additionally,  the Sure Grow breeding program now has access to Monsanto's
Bollgard and Roundup Ready(R) 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 800,000 shares (after all
stock  splits  effected  through  November  1997)  of  the  Company's  Series  M
Convertible  Non-Voting  Preferred  Stock.  Additional  shares  may be issued to
Monsanto depending on the sales and profitability levels achieved by the product
line acquired.

Since the 1940's,  the Paymaster(R)  and Lankart(R)  upland stripper cotton seed
varieties have been  developed for and marketed  primarily in the High Plains of
Texas and Oklahoma  ("High  Plains").  In 1994,  D&PL acquired the Paymaster and
Lankart cotton planting seed business  ("Paymaster"),  for  approximately  $14.0
million.  Although the Paymaster  varieties are planted on approximately  80% of
the estimated 4.0 to 5.0 million  cotton acres in the High Plains,  only a small
portion of that seed is actually sold by Paymaster.  Farmer-saved seed accounted
for up to 85% of the seed  needed  to plant the  acreage  in this  market  area.
Through  1996 the  seed  needed  to  plant  the  remaining  acreage  was sold by
Paymaster and its 12 sales  associates  through a certified seed program.  Under
this program,  Paymaster  sold parent seed to its contract  growers who planted,
produced and  harvested  the progeny of the parent seed,  which  Paymaster  then
purchased  from the  growers.  The  progeny of the parent  seed was then sold by
Paymaster to the sales associates who in turn delinted,  conditioned, bagged and
sold it to others as  certified  seed.  The sales  associates  paid a royalty to
Paymaster on certified seed sales.  Beginning in fiscal 1997,  D&PL's operations
department,   in  addition  to  producing  parent  seed,   commenced  delinting,
conditioning and bagging unconditioned seed. Unconditioned seed is also supplied
by D&PL to a limited number of contract processors who delint, condition and bag
seed for a fee. This  finished  seed is sold by Paymaster as registered  seed 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  Supima's
university collaborator that allows D&PL the right of first refusal for any Pima
varieties  developed under this program which D&PL partially funds. Pima seed 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 1996,  provide  for the
commercialization of Monsanto's Bollgard ("Bacillus thuringiensis" or "Bt") gene
technology in D&PL's  varieties.  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  causes the death of certain  lepidopteran  larvae that
consume  it. The gene and related  technology  were  patented  or licensed  from
others by  Monsanto  and were  licensed  to D&PL for use  under  the trade  name
Bollgard.  In D&PL's primary  markets,  the cost of  insecticides is the largest
single  expenditure  for many cotton  growers,  exceeding the cost of seed.  The
insect resistant  capabilities of transgenic cotton containing the Bollgard gene
may reduce the amount of  insecticide  required to be applied by cotton  growers
using planting seed containing the Bollgard gene. 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 NuCOTN  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 expires on January 1, 2001,
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.

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

Since  1987,  D&PL has  conducted  research  using  genes  provided by DuPont 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 agreements  with other  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 germplasm  protection  techniques and enabling  technologies that the
Company believes have potential commercial applications in varietal crops around
the world.  The Company's  aggregate  research and development  costs were $13.7
million, $9.8 million and $6.6 million during 1997, 1996 and 1995, respectively.

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 owner. Some foreign countries provide
similar protection.

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 cotton seed requires
delinting  in order  to be sown by  modern  planting  equipment.  Delinting  and
conditioning  may be done either by a seed company on its proprietary seed or by
independent delinters for farmers.  Modern cotton farmers in upland picker areas
generally  recognize  the  greater  assurance  of genetic  purity,  quality  and
convenience  that  professionally  grown and conditioned seed offers compared to
seed they might save.

In connection  with its seed  operations,  the Company also farms  approximately
2,600 acres, primarily for production of cotton and soybean foundation seed. The
Company has annual  agreements  with various  growers to produce seed for cotton
and  soybeans.  The growers  plant  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  estimated  to be  planted  with such seed 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 are subject to return or credit,  which vary
from year to year.  The annual level of returns and,  ultimately,  net sales are
influenced by various factors,  principally  commodity prices of other crops and
weather conditions  occurring in the spring planting season during the Company's
third and fourth quarters.  The Company provides for estimated  returns as sales
occur.  To the extent  actual  returns  and  actual  acreage  planted  with seed
containing  the  Bollgard  and  Roundup  Ready  genes  differ  from   estimates,
adjustments  to  the  Company's   operating   results  are  recorded  when  such
differences  become  known,  typically  in the  Company's  fourth  quarter.  All
significant returns occur or are accounted for by fiscal year end. International
export seed  revenues are  recognized  upon the date seed is shipped or the date
letters of credit are  cleared,  whichever  is later.  Generally,  international
export sales are not subject to return.

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  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 the following:

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

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

      Overall  profitability  will  depend  on  weather  conditions,  government
      policies in all  countries  where the Company  sells  products,  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.

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

See "Risks and Uncertainties" in Item 7.

ITEM 2.   PROPERTIES

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

The  Company's  other owned  cotton  seed  delinting,  conditioning  and storage
facilities are in: Centre,  Alabama;  Chandler,  Arizona (on leased land); Eloy,
Arizona;  Hollandale,  Mississippi;  Shelby,  Mississippi;  Tunica, Mississippi;
Aiken,  Texas and Lubbock,  Texas. The Company has soybean  processing plants in
Harrisburg,  Arkansas  and Centre,  Alabama.  The Company  also owns cotton seed
delinting facilities in Narromine,  New South Wales, Australia, and Groblersdal,
South  Africa and  through a Chinese  joint  venture,  a  delinting  plant under
construction  (scheduled  completion is November 1997) in  Shijiazhuang,  Hebei,
China.  The Company  leases land in  Catamarca,  Argentina  on which a delinting
plant is situated. The Company's delinting and conditioning facilities in Scott,
Mississippi,  Centre,  Alabama,  and  Tunica,  Mississippi  have  been  idled in
conjunction with the production and cost optimization  program discussed in Item
1.

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

Management  believes that all of D&PL's facilities,  including its conditioning,
storage and research  facilities,  are well maintained and generally adequate to
meet  its  needs  for  the  foreseeable  future.  (See  "Liquidity  and  Capital
Resources" in Item 7 and  discussion  of the  production  and cost  optimization
program in Item 1.)








PRINCIPAL COMPANY LOCATIONS, AFFILIATES AND SUBSIDIARIES:

World Headquarters ........................Operations Facilities
Scott, Mississippi, USA .............   .  Scott, Mississippi, USA 
                                           Hollandale, Mississippi, USA
Research Centers .......................   Shelby, Mississippi, USA
Scott, Mississippi, USA ................   Tunica, Mississippi, USA
Leland, Mississippi, USA ...............   Centre, Alabama, USA
Casa Grande, Arizona, USA ..............   Chandler, Arizona, USA
Chandler, Arizona, USA .................   Eloy, Arizona, USA
Stuttgart, Arkansas, USA ...............   Harrisburg, Arkansas, USA
Hartsville, South Carolina, USA ........   Aiken, Texas, USA
Hale Center, Texas, USA ...................Lubbock, Texas, USA
Lubbock, Texas, USA .......................Catamarca, Argentina
Goondiwindi, Queensland, Australia ........Narromine, New South Wales, Australia
Asuncion, Paraguay ..............          Shijiazhuang, Hebei, People's 
                                           Republic of China
                                           Groblersdal, South Africa

                                           Foreign Offices
                                           Catamarca, Argentina
                                           Narrabri, New South Wales, Australia
                                           Beijing, People's Republic of China
                                           Shijiazhuang, Hebei, People's 
                                           Republic of China
                                           Larissa,  Greece
                                           Mexicali, Mexico 
                                           Mexico City, Mexico
                                           Zoetermeer, The Netherlands
                                           Asuncion, Paraquay 
                                           Groblersdal, South  Africa 
                                           Seville, Spain
                                           Adana, Turkey
                                           Izmir, Turkey


ITEM 3.   LEGAL PROCEEDINGS

Between August 1997 and October 1997,  numerous farmers filed arbitration claims
against the Company  and  Monsanto  Company  ("Monsanto")  with state  agencies,
primarily Mississippi.  The complainants allege that Roundup Ready seed marketed
by the Company failed to perform as anticipated resulting in deformed or missing
bolls and some further assert  substantial yield losses in their 1997 crops. The
Company and Monsanto are presently  investigating  these claims to determine the
cause or causes of the  problems  alleged.  Pursuant to the terms of the Roundup
Ready Gene License and Seed Services Agreement (the "Roundup Agreement") between
D&PL and Monsanto,  Monsanto has assumed responsibility for the defense of these
claims.  Pursuant to the Roundup Agreement,  Monsanto is contractually obligated
to defend and indemnify the Company against all claims arising out of failure of
the  Roundup  Ready  glyphosate  tolerance  gene.  D&PL will not have a right to
indemnification  from  Monsanto,  however,  for any claims  involving  defective
varietal  characteristics  separate  from  or in  addition  to  failure  of  the
herbicide-tolerance  gene.  D&PL  believes  that these  claims  will be resolved
without any material impact on the Company's financial statements.

The Company,  Monsanto and other third  parties  were named as  defendants  in a
lawsuit  filed in the District  Court of Falls  County,  Texas,  in August 1996.
Another   lawsuit  was  filed  in  October  1996,  in  the  District  Court  for
Natchitoches  Parish,  Louisiana.  A second  Texas  lawsuit  brought in 1996 was
settled  in  1997  with no  material  impact  on the  Company  or its  financial
statements.  In the two remaining  cases,  the  plaintiffs  allege,  among other
things,  that D&PL's NuCOTN  varieties,  which contain  Monsanto's  Bollgard(TM)
gene, did not perform as these farmers had anticipated  and, in particular,  did
not fully protect their cotton crops from certain lepidopteran insects. Pursuant
to the terms of the  Bollgard  Gene  License and Seed  Services  Agreement  (the
"Bollgard   Agreement")   between  D&PL  and  Monsanto,   Monsanto  has  assumed
responsibility for the defense of these claims. Some of these claims for failure
of the  Bollgard  gene are subject to a duty of defense by Monsanto  and prorata
indemnification  under the Bollgard  Agreement.  Under the applicable  indemnity
provisions  of the  Bollgard  Agreement,  defense  costs  and  liability  to the
plaintiffs on any failure of the technology would be apportioned 71% to Monsanto
and 29% to D&PL.  Some of the  claims  in this  litigation  concern  failure  of
Monsanto's express warranties relating to insect resistance and those claims may
not be within the scope of D&PL's indemnity obligation to Monsanto. On the other
hand, some of the claims made in the litigation  concern the quality of seed and
seed coat treatments, or other varietal aspects of NuCOTN, not involving failure
of  performance  of the Bollgard  gene or express  representations  with respect
thereto  and,  therefore,  may not be within the scope of  Monsanto's  indemnity
obligation to D&PL.  D&PL intends to cooperate with Monsanto in its  anticipated
vigorous defense of these suits. D&PL believes that these suits will be resolved
without any material impact on the Company's financial statements.

In October 1996, Mycogen Plant Science, Inc. ("Mycogen") and Agrigenetics,  Inc.
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  recently  issued
patents have been infringed by the defendants by making,  selling, and licensing
seed that contains the Bollgard gene. The suit seeks injunctions against alleged
infringement, compensatory damages, treble damages and attorney's fees and court
costs. 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.
Due to Monsanto's  obligation to indemnify  D&PL, the Company  believes that the
resolution of this matter will not have a material  impact on the Company or its
financial statements.

A corporation  owned by the son of the Company's former  Guatemalan  distributor
sued in 1989  asserting  that  the  Company  violated  an  agreement  with it by
granting  to another  entity an  exclusive  license in certain  areas of Central
America and southern  Mexico.  The suit seeks  damages of  5,300,000  Guatemalan
quetzales  (approximately  $900,000 at current exchange rates) and an injunction
preventing the Company from distributing seed through any other licensee in that
region.  The  Guatemalan  court,  where  this  action is  proceeding,  has twice
declined  to  approve  the  injunction  sought.  Management  believes  that  the
resolution  of the matter  will not have  material  impact on the Company or its
financial statements. The Company continues to offer seed for sale in Guatemala.

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

On July 18, 1996, the United States  Department of Justice,  Antitrust  Division
("USDOJ"),   served  a  Civil  Investigative  Demand  ("CID")  on  D&PL  seeking
information  and  documents  in  connection  with  its   investigation   of  the
acquisition  by D&PL of the stock of Arizona  Processing,  Inc.,  Ellis Brothers
Seed, Inc. and Mississippi Seed, Inc. (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 have been examined
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.

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 1997.


<PAGE>


                                                       PART II

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

From June 1993 through December 15, 1995, the stock of the Company was traded on
the NASDAQ  National Market under the trading symbol COTN. On December 18, 1995,
the  Company's  stock  began  trading on the New York Stock  Exchange  under the
trading  symbol DLP.  The range of closing  prices for these shares for the last
two fiscal years, as reported by the respective markets after adjustment for all
stock splits, was as follows:

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

   1997
   Market Price Range  - Low $ 15.25   $ 17.44       $ 16.31           $ 16.03
                       - High  22.36     22.79         22.79             29.63

   1996
   Market Price Range  - Low $  8.37   $ 10.76       $ 17.95           $ 13.36
                       - High  11.32     17.61         27.42             24.47

* Amounts have been adjusted for all stock splits through November 20, 1997.

In October  1995,  the Board of  Directors  authorized a 4 for 3 stock split for
common shares outstanding effected in the form of a dividend,  with no change in
the par value per share,  distributed on December 15, 1995, to the  stockholders
of record on December 1, 1995. In March 1996, the Board of Directors  authorized
a 3 for 2 stock split for common and preferred  shares  outstanding  effected in
the form of a dividend,  with no change in par value per share,  distributed  on
April 15, 1996, to  stockholders  of record on March 29, 1996. In February 1997,
the Board of Directors authorized a 4 for 3 stock split for common and preferred
shares  outstanding  effected in the form of a  dividend,  with no change in par
value per share,  distributed  on April 11,  1997 to  stockholders  of record on
March 31, 1997.  In October  1997,  the Board of Directors  authorized a 4 for 3
stock split for common and preferred shares outstanding  effected in the form of
a  dividend,  with no change in the par value per share, distributed  on
November 20, 1997 to the  stockholders of record on November 10, 1997. All stock
splits  described  above  have  been  reflected  in the  accompanying  financial
statements and elsewhere in this Annual Report.

Dividends of $0.062 per share (after  effect of stock  splits) were paid in 1996
and  dividends  of $0.078  per share were paid in 1997.  The Board of  Directors
maintained  the  quarterly  dividend  rate of $0.03 per share  after each of the
above splits which in effect  increased the dividend paid by  approximately  75%
between 1995 and 1997. It is anticipated  that quarterly  dividends of $0.03 per
share will  continue to be paid in the future,  although  the Board of Directors
reviews  this  policy  quarterly.  Aggregate  dividends  paid in 1996  were $2.3
million.  Aggregate  dividends  paid  in  1997  were  $3.0  million  and  should
approximate $4.5 million in 1998.

On  November  20,  1997,  there were  approximately  5,000  shareholders  of the
Company's 37,720,978 outstanding shares.

ITEM 6.   SELECTED FINANCIAL DATA

--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS    (In thousands, except percentages and per share amounts)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
YEAR ENDED AUGUST 31,              1993     1994     1995     1996     1997
--------------------------------------------------------------------------------

Operating Results :
Net sales and licensing fees       $77,605  $80,602  $98,950  $153,271  $183,249
Special charges and unusual charges
    related to acquisitions(1)        -         -        -       1,418    20,700
Net income applicable to common 
    shares                           8,618    7,827   10,935    15,237     6,850
--------------------------------------------------------------------------------

Balance Sheet Summary:
Current assets                     $23,979  $29,269  $36,296  $111,940  $145,449
Current liabilities                 17,634   18,833   24,695    75,966   112,524
Working capital                      6,345   10,436   11,601    35,974    32,925
Total assets                        50,958   72,394   87,542   179,660   220,656
Long-term debt                       1,104   14,047   12,814    31,465    30,572
Stockholders' equity                31,593   38,024   47,860    69,341    72,531
--------------------------------------------------------------------------------

Per Share Data:
Net income applicable to 
  common shares - Primary           $ 0.25   $ 0.21   $ 0.29    $ 0.39    $ 0.18
Book value                            0.92     1.03     1.27      1.80      1.86
Cash dividends                          -     0.045    0.045     0.062     0.078
Weighted average number of shares
  used in per share 
  calculations - Primary (2)        34,497   37,065   37,540    38,592    38,896
--------------------------------------------------------------------------------




(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 related to nonrecurring  charges related to acquisitions.  
(2) Weighted  average  number of shares data adjusted to reflect 4 for 3 stock 
split in April 1997 and 4 for 3 split announced in October 1997 to the 
shareholders of record on November 10, 1997 distributed November 20, 1997.



<PAGE>


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


Increased  second  year  sales  of the  Company's  transgenic  cotton  varieties
containing  the Bollgard gene  technology,  the first  commercial  sales of D&PL
cotton  varieties  containing  the  Roundup  Ready  gene  technology,   and  the
commencement of the conversion of sales of Paymaster  stripper  varieties from a
certified  seed  program to direct  sales by the Company are the major causes of
D&PL reporting  record sales despite the fact that acreage  planted in cotton in
the U.S.  declined to 13.9 million acres from 1996 levels of 14.7 million acres.
The cold wet  weather  during  the cotton  planting  season  contributed  to the
reduction  in  cotton  acreage  planted  well  below  initial  USDA and  Company
estimates.  The  Company  sold  sufficient  quantities  of seed  containing  the
Bollgard  gene to plant 2.5  million  acres of which  about  100,000  acres were
ultimately  plowed down or replanted  resulting  in final net billable  Bollgard
acres of 2.4 million,  a 33% increase  over 1996  levels.  Net billable  Roundup
Ready acres in 1997 were 800,000.  International  cotton seed sales and domestic
soybean unit sales also increased 18% and 41%, respectively.

In 1997,  D&PL  announced a program to optimize  production  and cost  operating
efficiencies  which  will  include  the  idling  of three of its less  efficient
delinting  plants,  the write down of assets whose value has been  impaired as a
result  of  implementing  the  plan,  plant   consolidation  costs  relating  to
implementation  of a new  process  manufacturing  system  and costs to phase out
certain  products.  Two  plants  acquired  in the 1996 Sure Grow  merger and the
Scott, Mississippi delinting plant (the Company's oldest, least efficient plant)
have been idled. The Company plans to reduce its domestic work force in total by
up to 15%, including those affected by the plant closings,  by offering an early
retirement  program to all  employees  who meet certain age and years of service
criteria.  The Company expects the production and cost optimization  plan, after
its full  implementation  in fiscal 1998, to result in moderate  savings in 1998
and up to $9,000,000 in savings in fiscal 1999 and annually thereafter.

D&M  International,  LLC, is a venture  formed in 1995  through  which D&PL (the
managing  member) and  Monsanto  plan to introduce  in  combination  D&PL's acid
delinting technology and Monsanto's Bollgard gene technology.  In November 1995,
D&M International,  LLC formed a subsidiary, D&PL China Pte Ltd. ("D&PL China").
In  November  1996,  D&PL China  concluded  negotiations  with  parties in Hebei
Province,  one of the major cotton producing regions in the People's Republic of
China,  to form Hebei Ji Dai Cotton Seed  Technology  Company Ltd. ("Ji Dai"), a
joint  venture  controlled  by  D&PL  China.  In  June  1997,  Ji Dai  commenced
construction of a new cotton seed  conditioning  and storage  facility in Hebei,
China, under terms of the joint venture agreement.  The new facility is expected
to be completed in November  1997.  During the 1997  growing  season,  the joint
venture  harvested  sufficient seed (assuming normal production runs) to produce
seed  sufficient  to plant up to 500,000  acres of  Bollgard  cotton in Hebei in
1998.

The  Company  reached an  agreement  with  parties in  Zimbabwe  to form a joint
venture  that will  provide  high  quality  acid  delinted  seed to  farmers  in
Zimbabwe.  Initially,  the plant  will  continue  to  process  and sell  locally
developed and owned  varieties  which will be  genetically  transformed  so they
contain  the  Bollgard  gene  technology  and  potentially  other   technologies
developed in the future.  The  introduction of these  technologies  into locally
developed germplasm is expected to provide both large commercial growers as well
as the small communal  growers a significant  economic  advantage over those who
don't  use  these  technologies.  This  project  is  presently  on hold  pending
Zimbabwean government approval.

The Company and parties in Latin America are  negotiating to form joint ventures
that will process locally,  and/or form  distributorships that will import, acid
delinted cotton seed for sale in certain Latin America countries.  Initial plans
call for the  introduction  of D&PL  transgenic  varieties  which  have  already
performed  well in these  countries  as well as the  transformation  of  locally
developed germplasm into varieties that contain the Bollgard gene technology and
potentially  other  new  technologies.  The  ventures  will  also  evaluate  for
suitability D&PL germplasm developed in the Southern Hemisphere and elsewhere.

The Company's recently completed  delinting plants in South Africa and Argentina
processed for the first time foundation seed grown in these countries. Such seed
was  exported  to the U.S.  for sale in the Spring of 1997.  The use of Southern
Hemisphere  winter  nurseries  and seed  production  programs  such as these can
dramatically  accelerate the  introduction of new varieties since D&PL can raise
at least  two  crops per year by taking  advantage  of the  Southern  Hemisphere
growing season.  Through these  locations,  the Company is also evaluating local
market opportunities for the Company's cotton and, where feasible,  soybean seed
varieties.

The results of operations of D&PL's wholly owned Australian  subsidiary continue
to be  disappointing.  Although the Company  began selling seed  containing  the
Bollgard gene (Ingard(TM) in Australia) in 1997,  operating  results and product
market share remain at unacceptable levels. 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  before such sales can be made and the recent  instability  of
the  economies  in some of the  countries  in this region  will make  successful
market development a challenge.

The Company's 1996  reorganization of its business among its key operating units
including  Deltapine,  Paymaster (which includes the stripper varieties acquired
in 1994 and the Hartz varieties  acquired in 1996), Sure Grow and International,
has been in effect for over one year now. This new structure has created healthy
competition  among  the  brands,  particularly  in the sales  and  research  and
development areas.

In 1997,  the  Company's  total  operating  expenses  increased to $34.8 million
before special charges, from $28.6 million,  before special charges, in 1996 and
$23.8 million in 1995. International operating expenses are expected to increase
about  $4.0  million  in 1998 due to new  international  ventures  and  domestic
operating  expenses are expected to increase  about $5.0 million.  The Company's
ability to achieve its 1998 domestic  financial targets will be dependent on the
total  planted  acres of cotton,  the number of acres  planted  with cotton seed
containing the Bollgard and Roundup Ready technologies  (either in a single gene
construct or in a stacked gene  combination),  the successful  conversion of the
stripper  markets  in the High  Plains  and  additional  soybean  seed  sales of
conventional and Roundup Ready varieties.

The major capital  improvement  program started in 1994 to more  efficiently and
effectively process and handle the Company's products is now complete. The major
projects  completed in fiscal 1997 include the purchase and  implementation of a
fully  integrated  process  manufacturing  system that will process data for all
functional areas of the Company,  a major computer hardware upgrade in 1997 with
another  planned in the first quarter of 1998,  as well as precision  electronic
seed  treating  equipment  at  three  locations  and  a  new  international  and
administrative   office   building  at  the  Company   headquarters   in  Scott,
Mississippi. In 1998, domestic capital investment is expected to return to about
$7.5  million.  Offshore  investments,  which will be financed in part by D&PL's
technology and joint venture  partners,  are expected to range from $6.0 million
to $8.0 million  (although this range could change  depending on the outcome and
timing of various projects).

The Company is currently addressing its "Year 2000" computer software issues and
has  formulated  a plan  to  resolve  these  matters.  Management  believes  the
Company's applications on operating systems software will be Year 2000 compliant
before  2000.  The Company  expects no material  costs or  interruptions  to its
operations because a significant  portion of the Company's software was replaced
by the purchase of computer software that is already Year 2000 compliant.

NET SALES AND LICENSING FEES

In 1997,  D&PL's  consolidated  net sales and licensing fees increased  19.5% to
$183.2 million,  from 1996 sales of $153.3  million.  This increase is primarily
the result of increased  Bollgard  licensing  fees over 1996 and licensing  fees
received  from the first sale of  commercial  quantities of Roundup Ready cotton
seed.  Domestic  picker cotton seed unit sales  decreased by 4.5% while domestic
stripper cotton seed units  increased  279.6% (due to the conversion of the High
Plains  market)  despite a 5.4%  reduction  in the total  number of cotton acres
planted in the U.S. to 13.9 million  from 14.7  million.  Net billable  Bollgard
acres  increased  to 2.4 million in 1997 from 1.8 million in 1996.  Net billable
Roundup Ready acres were 0.8 million in 1997.  Soybean unit sales also increased
40.9% over 1996  primarily due to an increase in planted acres which resulted in
part from cold, wet weather  during early in the planting  season when cotton is
typically planted and higher soybean prices.

International  sales  increased to $14.9  million in 1997 from $12.6  million in
1996, primarily  attributable to licensing fees received from sales in Australia
and  Mexico  of D&PL's  NuCOTN  varieties  containing  Monsanto's  Bt gene,  the
positive effects of which were partly offset by reduced export sales.

In 1996,  consolidated  net sales and licensing fees  increased  55.0% to $153.3
million, from 1995 sales of $98.9 million. This increase is primarily the result
of Bollgard  licensing fees received from the first year of commercial  sales of
NuCOTN.  There was also an increase  in soybean  sales of 35% and an increase in
commercialization fees of $3.4 million in 1996 over the $1.2 million received in
1995. The effects of these  positive  developments  were  partially  offset by a
14.5%  decrease  in  domestic  cotton  seed unit  sales  resulting  from a 13.0%
reduction  in the  number of total  cotton  acres  planted  in the U.S.  to 14.7
million  from 16.9  million.  In 1996,  the dynamics of the Freedom to Farm Bill
coupled with higher corn prices contributed to the decline in cotton acreage.

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

GROSS PROFIT

D&PL's consolidated gross profit after special charges was $55.5 million in 1997
compared  to $55.8  million  in 1996.  Special  charges  of $11.5  million  were
recorded in 1997 as a result of the  optimization  program  discussed in Item 1,
the negative  impact of which was offset by increased  unit sales and  increased
licensing fees. Gross margin (expressed as a percentage of sales) before special
charges was consistent between 1997 and 1996.

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

RESEARCH AND DEVELOPMENT EXPENSES

Research and development  expenses increased 39.8% to $13.7 million in 1997 from
$9.8  million in 1996.  The  increase  was  primarily  the result of  additional
transgenic costs associated with evaluation of new technologies,  transformation
of the Company's  Sure Grow and Paymaster  product  lines,  increased  Technical
Service Department costs,  increased  varietal testing in certain  international
markets and further  expansion  of research  programs  related to  international
activities.

Research and development  expenses  increased 48.5% to $9.8 million in 1996 from
$6.6  million in 1995.  The  increase  in  research  and  development  costs was
primarily  the  result of the  addition  of the Hartz  research  program,  added
Technical Service  Department costs,  additional  transgenic costs and increased
international activities.

SELLING EXPENSES

Selling  expenses  increased 18.1% to $11.1 million in 1997 from $9.4 million in
1996.  The increase was  primarily  due to the  expansion of sales and marketing
departments for the Paymaster Division and the International Division, primarily
Australia.

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

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses increased 7.4% to $10.1 million in 1997 from
$9.4 million in 1996. The increase is primarily attributable to the expansion of
the Company's  information  systems  department,  and  additional  staff for the
International and Paymaster Divisions.

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

SPECIAL CHARGES AND UNUSUAL CHARGES RELATED TO ACQUISITIONS

In connection  with the production and cost  optimization  program  discussed in
Item 1, the Company  recorded a special charge of $19.0 million in 1997 of which
$11.5  million was  included in cost of sales and $7.5  million was  included in
operating  expenses.  These charges  include costs  associated  with the plan to
optimize operating  efficiencies,  plant consolidation costs, costs to phase out
certain  products,  the write down of assets whose value has been  impaired as a
result of the plan and, to a lesser extent,  severance costs. In connection with
the merger with the Sure Grow  Companies  and the  acquisition  of Hartz Cotton,
Inc., the Company recorded  one-time  charges of approximately  $1.7 million and
$1.4 million  during fiscal 1997 and 1996,  respectively,  for costs  associated
with these transactions including legal costs incurred in connection with the U.
S. Department of Justice's review.

INTEREST EXPENSE

Interest  expense  decreased  8.3% to $2.2  million in 1997 from $2.4 million in
1996  due  primarily  to  lower  interest  rates  partially   offset  by  higher
outstanding borrowings.

Interest  expense  increased  20.0% to $2.4  million  in 1996 from $2.0  million
in 1995 due primarily to higher average outstanding borrowings.

OTHER

In 1997 and 1996,  other  income was  comprised  primarily  of gains on sales of
fixed assets and accounts  payable  discounts  received for early  payments.  In
1995, the Company recorded  special  reserves of approximately  $2.7 million for
the disposal of its remaining corn and sorghum inventories and recognized a gain
of approximately $1.6 million on the sale of certain corn and sorghum assets.




NET INCOME AND EARNINGS PER SHARE

Net  income  applicable  to  common  shares  decreased  by 55.3% in 1997 to $6.8
million from $15.2 million in 1996,  and decreased by 37.6% from 1995 net income
of $10.9 million.  Primary earnings per share before special charges were $0.51,
$0.42,  and $0.29 in 1997,  1996 and 1995,  respectively.  Primary  earnings per
share after special charges were $0.18, $0.39, and $0.29 in 1997, 1996 and 1995,
respectively.  The  number  of  shares  deemed  outstanding  for  those  periods
increased  because of additional stock option grants and/or the exercise of such
options pursuant to the 1993 Stock Option Plan and the 1995 Long-Term  Incentive
Plan. Furthermore,  the effect of all stock splits through November 20, 1997 are
included in these earnings per share calculations.

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

D&PL  purchases  seed from  contract  growers  in its first  and  second  fiscal
quarters.  Seed conditioning,  treating and packaging commence late in the first
fiscal  quarter  and  continue  through  the  third  fiscal  quarter.   Seasonal
borrowings  normally  commence in the first fiscal quarter and peak in the third
fiscal quarter. Loan repayments normally begin in the middle of the third fiscal
quarter and are typically completed by the first fiscal quarter of the following
year. D&PL also offers distributors, dealers and farmers financial incentives to
make early payments. In fiscal 1997, D&PL received approximately $4.0 million in
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  technology  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 seed technology  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
technology fees.

The  Company  borrows  funds from a  financial  institution  to meet its working
capital needs.  This agreement  provides a core  commitment of $50 million and a
seasonal commitment of $25 million. The core commitment is a long-term loan that
may be  borrowed  upon at any time and is due  January  1,  2000.  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 January 1, 2000. 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, 1997, the Company had $20,634,000  available for borrowing under both
facilities.

The financial  covenants under the loan  agreements  require the Company to: (a)
maintain  minimum  tangible  net worth in an amount not less than $20.0  million
increased  by 50% of net income  each  fiscal  year  ($31,095,000  at August 31,
1997);  (b) not allow the ratio of total  liabilities to tangible net worth,  as
defined,  to exceed 2.25 to 1; and (c) maintain a cash flow coverage ratio of at
least 2 to 1. At August 31, 1997,  the Company's  ratio of total  liabilities to
tangible net worth  exceeded the  permitted  ratio.  The  financial  institution
waived  compliance  with this covenant.  See Note 4 of the Notes to Consolidated
Financial Statements.

Capital  expenditures  were $17.1  million,  $16.0  million and $10.7 million in
fiscal  1997,  1996  and  1995,  respectively  and  increased  due to a  capital
improvement   program   commenced  in  1995.  The  1996   expenditures   exclude
acquisitions  which aggregated $2.2 million.  This investment  strategy included
the  commencement in 1995 of a special $13.0 million upgrade of D&PL's bulk seed
stabilization,  storage,  handling  and  processing  facilities  at three of its
cotton seed plants. In addition,  a cotton seed processing plant acquired in the
Paymaster acquisition has been technologically  upgraded.  Projects completed in
1997  include  a new fully  integrated  computer  system,  the  commencement  of
construction  of seed storage  conditioning  and delinting  facilities in China,
expansion of facilities in Argentina and South Africa and  construction of a new
international  and  administrative  office  building.  Management  believes that
domestic capital  expenditures will approximate $7.5 million in 1998,  excluding
expected capital expenditures for foreign joint ventures which will be funded by
cash from operations,  borrowings or investments from joint venture partners, as
necessary. Capital expenditures for international ventures are expected to range
from $6.0  million to $8.0  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 1998 working
capital needs.

The Company is currently  negotiating a $110 million Senior Credit Facility with
its existing lender and two  participating  institutions.  The planned  facility
will include a $55 million core facility due in 2001 and a $55 million  seasonal
facility available  September 1 through June 30 each year, also due in 2001. The
new agreement will have covenants and pricing structures similar to the existing
agreements.

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 the following:

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

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

     Overall  profitability  will  depend  on  weather  conditions,   government
     policies in all  countries  where the  Company  sells  products,  worldwide
     commodity   prices,   the  Company's   ability  to  successfully  open  new
     international  markets,  the  Company's  ability to  successfully  continue
     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.

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


<PAGE>


ITEM 8.       CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                                                        INDEX

Financial Statements                                                     Page(s)

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

 Report of Independent Public Accountants.....................................22

 Consolidated Statements of Income - for each of the three years in the
     period ended August 31, 1997.............................................23

 Consolidated Balance Sheets - August 31, 1996 and 1997.......................24

 Consolidated Statements of Cash Flows - for each of the three years in the
     period ended August 31, 1997.............................................25

 Consolidated Statements of Stockholders' Equity - for each of the three years
     in the period ended August 31, 1997......................................26

 Notes to Consolidated Financial Statements...................................27




<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, 1996 and
1997,  and the  related  consolidated  statements  of  income,  cash  flows  and
stockholders'  equity for each of the three years in the period ended August 31,
1997.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Delta and Pine Land Company and
subsidiaries  as of August 31, 1996 and 1997,  and the results of its operations
and its cash flows for each of the three  years in the period  ended  August 31,
1997, in conformity with generally accepted accounting principles.



Arthur Andersen LLP

Memphis, Tennessee,
October 24, 1997.



<PAGE>


MANAGEMENT'S REPORT:

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

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

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

CONSOLIDATED STATEMENTS OF INCOME
                                        (In thousands, except per share amounts)
------------------------------------------------ --------------- ---------------
FOR THE YEARS ENDED AUGUST 31,           1995            1996            1997
-------------------------------- --------------- --------------- ---------------
NET SALES AND LICENSING FEES          $ 98,950       $ 153,271       $ 183,249
COST OF SALES                          (55,946)        (97,477)       (116,289)
SPECIAL CHARGES                             -              -           (11,500)
-------------------------------- --------------- --------------- ---------------
GROSS PROFIT                            43,004          55,794          55,460
-------------------------------- --------------- --------------- ---------------
OPERATING EXPENSES:
   Research and development              6,631           9,794          13,651
   Selling                               7,611           9,435          11,053
   General and administrative            9,602           9,383          10,136
Special charges and unusual 
      charges related to acquisitions      -             1,418           9,200
----------------------------- -- --------------- --------------- ---------------
                                        23,844          30,030          44,040
-------------------------------- --------------- --------------- ---------------
OPERATING INCOME                        19,160          25,764          11,420
INTEREST EXPENSE, net                   (2,038)         (2,418)         (2,204)
OTHER                                      539             383             463
-------------------------------- --------------- --------------- ---------------
INCOME BEFORE INCOME TAXES              17,661          23,729           9,679
PROVISION FOR INCOME TAXES              (6,726)         (8,453)         (2,766)
-------------------------------- --------------- --------------- ---------------
NET INCOME                              10,935          15,276           6,913
DIVIDENDS ON PREFERRED STOCK                -              (39)            (63)
------------------------------------------------ --------------- ---------------
NET INCOME APPLICABLE TO COMMON SHARES $10,935         $15,237          $6,850
------------------------------------------------ --------------- ---------------
NET INCOME PER SHARE - PRIMARY          $ 0.29          $ 0.39          $ 0.18
------------------------------------------------ --------------- ---------------
WEIGHTED AVERAGE NUMBER OF SHARES
  USED IN PER SHARE 
  CALCULATIONS - PRIMARY                37,540          38,592          38,896
-------------------------------- --------------- --------------- ---------------
NET INCOME PER SHARE - FULLY DILUTED    $ 0.29          $ 0.39          $ 0.17
------------------------------------------------ --------------- ---------------
WEIGHTED AVERAGE NUMBER OF SHARES
   USED IN PER SHARE
   CALCULATIONS - FULLY DILUTED         37,589          39,264          39,863
-------------------------------- --------------- --------------- ---------------




The accompanying notes are an integral part of these statements.


<PAGE>




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

                                            (In thousands, except share amounts)
--------------------------------------------------------------------------------

ASSETS                                        1996                   1997
--------------------------------------------------------------------------------

CURRENT ASSETS:
  Cash and cash equivalents              $     560                 $1,890
  Receivables, net of allowance of
  $379 and $281                             66,650                 95,437
  Inventories                               41,460                 42,886
  Prepaid expenses                           1,363                  2,167
  Deferred income taxes                      1,907                  3,069

--------------------------------------------------------------------------------
       Total current assets                111,940                145,449
--------------------------------------------------------------------------------
PROPERTY, PLANT AND EQUIPMENT, net          55,058                63,022

EXCESS OF COST OVER NET ASSETS OF
    BUSINESSES ACQUIRED, net of accumulated
    amortization of $149 and $243            4,950                  4,589
INTANGIBLES, net of accumulated amortization
    of $576 and $705                         3,214                  3,674
OTHER ASSETS                                 4,498                  3,922
--------------------------------------------------------------------------------

                                          $179,660               $220,656

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

CURRENT LIABILITIES:
  Notes payable                          $   2,595                $   259
  Accounts payable                          14,954                 19,113
  Accrued expenses                          55,079                 91,196
  Income taxes payable                       3,338                  1,956

--------------------------------------------------------------------------------
       Total current liabilities            75,966                112,524
--------------------------------------------------------------------------------

LONG-TERM DEBT                              31,465                 30,572
DEFERRED INCOME TAXES                        2,888                  4,038
COMMITMENTS AND CONTINGENCIES (Notes 7 and 11)
MINORITY INTEREST IN SUBSIDIARIES              -                      991
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;
  429,319 shares authorized; no shares 
  issued or outstanding                        -                      -
  Series M Convertible Non-Voting Preferred, par 
  value $0.10 per share; 800,000 shares authorized; 
  800,000 shares  issued and outstanding       80                      80
  Common  stock,  par value  $0.10  per  share; 
      50,000,000  shares  authorized; 37,563,787 
      and 37,724,116 shares issued; 
      37,563,787 and 37,609,849 
      shares outstanding                    3,756                   3,772
  Capital in excess of par value           20,746                  22,865
  Retained earnings                        45,004                  48,894
  Cumulative foreign currency translation 
  adjustments                                (245)                   (907)
  Treasury stock at cost (114,267 shares 
     in 1997)                                 -                    (2,173)
--------------------------------------------------------------------------------
       Total stockholders' equity           69,341                 72,531
--------------------------------------------------------------------------------
                                          $179,660               $220,656
--------------------------------------------------------------------------------



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


<PAGE>



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

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


--------------------------------------------------------------------------------
FOR THE YEARS ENDED AUGUST 31,              1995        1996           1997
--------------------------------------------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                           $ 10,935       $ 15,276      $ 6,913
   Adjustments to reconcile net income 
      to net cash provided by (used in) 
      operating activities:
      Depreciation and amortization        3,150          4,026        5,060
      Noncash items associated with
      special charges                         -            -          12,242
      Minority interest in subsidiaries       -            -             991
        Loss on disposition of business
         unit, net                          1,183           -             -
        Increase (decrease) in deferred 
         income taxes                         103         (220)          (12)
        Changes in current assets and liabilities:
         Receivables                       (1,846)     (62,161)      (28,787)
         Inventories                       (2,391)     (20,984)       (5,255)
         Prepaid expenses                      34         (207)         (804)
         Accounts payable                     413        6,828         4,159
         Accrued expenses                   3,103       43,675        31,195
         Income taxes payable               2,143       (3,283)       (1,382)
         Decrease in intangible and other 
           assets                             105          321           416

--------------------------------------------------------------------------------
         Net cash provided by (used in) 
           operating activities            16,932       (16,729)      24,736
--------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property and equipment    (10,674)      (15,960)     (17,116)
   Proceeds from the sale of property 
     and equipment                          1,460            44          -
   Acquisition of business                   -           (1,035)         -
   (Purchase) sale of investments            (555)          563          -
   Other, net                                 140            -           -

--------------------------------------------------------------------------------
        Net cash used in investing 
           activities                      (9,629)      (16,388)     (17,116)
--------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Payments of short-term debt            (24,025)      (30,133)     (31,226)
   Payments of long-term debt              (3,854)      (11,300)     (20,893)
   Dividends paid                          (1,544)       (2,332)      (3,023)
   Proceeds from long-term debt             3,575        32,433       20,000
   Proceeds from short-term debt           24,025        32,190       28,890
   Purchase of common stock                   -             -         (2,173)
   Proceeds from exercise of stock 
     options and tax benefit of stock
     option exercises                          55         4,984        2,135
   Other, net                                 205           -             -
--------------------------------------------------------------------------------
         Net cash  (used in) provided 
            by financing activities        (1,563)       25,842       (6,290)
--------------------------------------------------------------------------------

NET INCREASE (DECREASE) IN CASH 
   AND CASH EQUIVALENTS                     5,740        (7,275)       1,330
CASH AND CASH EQUIVALENTS, 
   beginning of year                        2,452         8,192          560
NET DECREASE IN CASH IN TRANSITION 
   PERIOD (Notes 1 and 12)                    -            (357)          -
--------------------------------------------------------------------------------

CASH AND CASH EQUIVALENTS, end of year  $   8,192      $    560      $ 1,890

--------------------------------------------------------------------------------
SUPPLEMENTAL CASH FLOW INFORMATION:
   Interest paid, net of capitalized 
     interest                           $   1,900      $  2,400      $ 2,000
   Income taxes paid                    $   3,900      $  9,400      $ 4,600
--------------------------------------------------------------------------------

The accompanying notes are an integral part of these statements.


<PAGE>








CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED AUGUST 31, 1995, 1996 AND 1997

--------------------------------------------------------------------------------
                                             (In  thousands,  except share data)
--------------------------------------------------------------------------------

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

                                                                                         Cumulative
                                                                                         Foreign
                                                                   Capital in            Currency
                                             Preferred    Common   Excess of   Retained  Translation Treasury
                                               Stock       Stock   Par Value   Earnings  Adjustments    Stock
------------------------------------------   --------   --------   --------   --------    --------    --------
Balance at August 31, 1994 ...............   $   --     $  3,707   $ 10,949   $ 23,360    $      8    $   --
Cash dividends, $0.045 per share .........       --         --         --       (1,544)       --          --
Net income ...............................       --         --         --       10,935        --          --
Exercise of stock options and tax benefit
   of stock option exercises .............       --            1         55       --          --          --
Foreign currency translation adjustment ..       --         --         --         --           389        --
------------------------------------------   --------   --------   --------   --------    --------    --------
Balance at August 31, 1995 ...............       --        3,708     11,004     32,751         397        --
Cash dividends, $0.062 per share .........       --         --         --       (2,332)       --          --
Net income ...............................       --         --         --       15,276        --          --
Exercise of stock options and tax benefit
   of stock option exercises .............       --           48      4,936       --          --          --
Series M Convertible preferred stock .....         80       --        4,806       --          --          --
issuance
Net loss applicable to transition
   period of acquired companies (Notes 1 .       --         --         --         (691)       --          --
and 12)
Foreign currency translation adjustment ..       --         --         --         --          (642)       --
------------------------------------------   --------   --------   --------   --------    --------    --------
Balance at August 31, 1996 ...............         80      3,756     20,746     45,004        (245)       --
Cash dividends, $0.078 per share .........       --         --         --       (3,023)       --          --
Net income ...............................       --         --         --        6,913        --          --
Exercise of stock options and tax benefit
   of stock option exercises .............       --           16      2,119       --          --          --
Foreign currency translation adjustment ..       --         --         --         --          (662)       --
Purchase of common stock .................       --         --         --         --          --        (2,173)
------------------------------------------   --------   --------   --------   --------    --------    --------
Balance at August 31, 1997 ...............   $     80   $  3,772   $ 22,865   $ 48,894    $   (907)   $ (2,173)
------------------------------------------   --------   --------   --------   --------    --------    --------
The accompanying notes are an integral part of these statements.


</TABLE>

<PAGE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

Delta and Pine Land Company and  subsidiaries  (the "Company")  breed,  produce,
condition and market cotton and soybean  planting  seed. In connection  with its
seed operations,  the Company farms approximately  2,600 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.  The reported results for 1995, 1996 and 1997
include the results of operations of Arizona  Processing,  Inc.,  Ellis Brothers
Seed, Inc. and Mississippi Seed, Inc., which own Sure Grow Seed, Inc. (the "Sure
Grow Companies" or "Sure Grow"),  with which the Company merged in May 1996 in a
pooling-of-interests  transaction.  The acquired companies were on a fiscal year
ending  June 30. As of August  31,  1996,  the fiscal  year end of the  acquired
companies  was  changed to August 31. The net loss in the  two-month  transition
period  from July 1, 1996 to August  31,  1996 is shown as a single  line in the
Consolidated Statements of Stockholders' Equity.
Significant  intercompany  accounts and  transactions  have been  eliminated  in
consolidation.

In connection  with the 1996  acquisitions  of the Sure Grow Companies and Hartz
Cotton,  Inc.,  (See Note 12), the Company  recorded  charges  anticipated to be
nonrecurring  of  approximately  $1.4 million and $1.7  million for  transaction
costs in 1996 and 1997, respectively. These costs primarily include professional
fees  (including  costs related to the U.S.  Department of Justice review of the
Sure Grow  acquisition) and are included in "Special Charges and Unusual Charges
Related to Acquisitions" in the accompanying Consolidated Statements of Income.

In 1997,  D&PL  announced a production  and cost  optimization  program aimed to
improve  plant  operating  efficiencies.  The Company  recorded a $19.0  million
charge in its fourth quarter for the estimated costs  associated with this plan,
of which  $11.5  million  is  recorded  as  component  of cost of sales and $7.5
million  is  included  in  special   charges  and  unusual  charges  related  to
acquisitions.  This special charge includes costs  associated with the idling of
three plants,  the write down of fixed  assets,  plant  consolidation  costs and
costs associated with the phase out of certain products.

Cash Equivalents

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

Property, Plant and Equipment

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

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



<PAGE>


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

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

Foreign Currency Translation

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






Income Taxes

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

Fair Value of Financial Instruments

The fair  value of the  Company's  financial  instruments  at  August  31,  1997
approximates their carrying value.

Revenue Recognition

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

Research and Development

All research and  development  costs incurred to breed and produce  experimental
seed are expensed.  Costs incurred to produce sufficient  quantities of planting
seed needed for  commercialization  are carried as inventory  until such seed is
sold.  Cotton lint and other  by-products of 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 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 terminate contracts
prior to their  expiration.  The amount of deferred  losses  associated with the
soybean  hedging  program at August 31, 1997 was not material.  The Company does
not speculate in derivatives.


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 1995 and 1996  balances  have been  reclassified  to conform to the 1997
presentation.

Implementation of Financial Accounting Standards

Statement of Financial  Accounting  Standards  ("SFAS") No. 128,  "Earnings  per
Share",  was issued  effective for both interim and annual  periods ending after
December 15, 1997. This statement requires, among other things, the presentation
of basic earnings per share and diluted earnings per share.  Earlier adoption is
prohibited.  Basic  earnings  per share  excludes  dilution  and is  computed by
dividing income available to common stockholders by the weighted-average  number
of common shares outstanding for the period. Diluted earnings per share reflects
the potential  dilution  that could occur if  securities  or other  contracts to
issue common stock were  exercised or converted into common stock or resulted in
the  issuance of common  stock that then  shared in the  earnings of the entity.
Diluted  earnings per share is computed  similarly to fully diluted earnings per
share. The proforma effects of this accounting change for the years ended August
31, were as follows:

Per share amounts                   1995                1996             1997
--------------------------------------------------------------------------------

Primary EPS as reported           $ 0.29            $ 0.39              $ 0.18
--------------------------------------------------------------------------------
Basic EPS                         $ 0.29            $ 0.40              $ 0.18
--------------------------------------------------------------------------------

Fully diluted EPS as reported     $ 0.29            $ 0.39              $ 0.17
--------------------------------------------------------------------------------
Diluted EPS                       $ 0.29            $ 0.39              $ 0.17
--------------------------------------------------------------------------------

SFAS No. 130, "Reporting  Comprehensive  Income",  establishes new standards for
reporting comprehensive income and its components (revenues, expenses, gains and
losses) in financial  statements.  This  statement is effective for fiscal years
beginning  after  December 15, 1997. The Company does not expect the adoption of
SFAS No. 130 to have a material effect on its financial statements.






2.   INVENTORIES

Inventories at August 31, consisted of the following:

                                         1996                       1997
--------------------------------------------------------------------------------
         Finished goods             $28,634,000                $ 28,114,000
         Raw materials               13,367,000                  16,121,000
         Growing crops                  579,000                     300,000
         Supplies                       814,000                     876,000
-------------------------------------------------------------------------------

                                     43,394,000                  45,411,000
         Less reserves               (1,934,000)                 (2,525,000)
-------------------------------------------------------------------------------
                                    $41,460,000               $ 42,886,000
--------------------------------------------------------------------------------


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

3.   PROPERTY, PLANT AND EQUIPMENT

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

<TABLE>
<S>                                                           <C>                   <C>               
                                                               1996                1997
----------------------------------------------------------------------------------------------------------

         Land and improvements                              $   3,881,000         $ 4,360,000
         Buildings and improvements                           24,877,000           32,425,000
         Machinery and equipment                              31,409,000           32,734,000
         Germplasm, breeder and foundation seed                9,500,000            9,500,000
         Construction in progress                              5,840,000            8,276,000
----------------------------------------------------------------------------------------------------------
                                                              75,507,000           87,295,000
         Less accumulated depreciation                        (20,449,000)      (24,273,000)
----------------------------------------------------------------------------------------------------------
                                                            $ 55,058,000         $ 63,022,000
----------------------------------------------------------------------------------------------------------

</TABLE>

The special  charge  described in Note 1 includes a pre-tax charge of $3,500,000
to record asset impairments in conjunction with the optimization  program.  Such
amounts are reflected in the above table.

4.     NOTES PAYABLE AND LONG-TERM DEBT

The Company has available from a financial  institution a core commitment of $50
million and a seasonal  commitment  of $25  million.  The core  commitment  is a
long-term loan that may be borrowed upon at any time and is due January 1, 2000.
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  January 1, 2000.
Each commitment offers variable and fixed interest rate options and requires the
Company to pay facility or commitment fees and to comply with certain  financial
covenants.  The interest rate charged for each loan is based on LIBOR plus 45 to
70 basis points depending on the achievement of certain  financial  ratios.  The
combined  average  interest  rate  was  6.5% and  6.1%  during  1996  and  1997,
respectively.

The financial  covenants  require the Company to: (a) maintain  minimum tangible
net  worth in an amount  not less than  $20.0  million  increased  by 50% of net
income each  fiscal year  ($31,095,000  at August 31,  1997);  (b) not allow the
ratio of total liabilities to tangible net worth as defined to exceed 2.25 to 1;
and (c)  maintain a cash flow  coverage  ratio of at least 2 to 1. At August 31,
1997, the Company's ratio of total  liabilities to tangible net worth was 2.4 to
1.0, which exceeds the permitted  ratio.  The lender has waived  compliance with
this covenant.



5.   ACCRUED EXPENSES

Accrued expenses at August 31, consisted of the following:

<TABLE>
<S>                                                                <C>                 <C> 
                                                                   1996                1997
--------------------------------------------------------------------------------------------------------------

         Sales returns and allowances                          $  5,650,000          $ 6,268,000
         Payroll                                                  2,004,000            2,484,000
         Bollgard and Roundup Ready
            royalties due Monsanto                               43,403,000           71,619,000
         Special charges related to optimization program           -                   5,122,000
         Other accrued expenses                                   4,022,000            5,703,000
--------------------------------------------------------------------------------------------------------------

                                                                $55,079,000         $ 91,196,000
--------------------------------------------------------------------------------------------------------------
</TABLE>


Accrued  special  charges  related to the  optimization  program  include  costs
associated with the idling of three plants,  plant consolidation costs and costs
associated with certain terminated contracts.

6.   INCOME TAXES

The provisions for income taxes for the years ended August 31,  consisted of the
following:
<TABLE>
<S>                                        <C>                   <C>                   <C>
                                           1995                 1996                  1997
--------------------------------------------------------------------------------------------------------------
         Current-
           Federal                       $5,734,000          $7,520,000               $2,622,000
           State                            889,000           1,153,000                   65,000
         Deferred                           103,000            (220,000)                  79,000
---------------------------------------------------------------------------------------------------------------
                                         $6,726,000          $8,453,000               $2,766,000
---------------------------------------------------------------------------------------------------------------

</TABLE>









The differences  between the statutory Federal income tax rate and the effective
rate are as follows:
                                                          1995    1996     1997
-------------------------------------------------------------------------------

         Statutory rate                                   34.4%   35.0%    35.0%
         Increases (decreases) in tax resulting from:
            State taxes, net of federal tax benefit        3.1     3.1      2.0
            Research and development tax credits           (.5)     -      (3.4)
            Tax effects resulting from acquisitions
            and foreign activities                           -      -      (2.2)
            Other                                          1.1    (2.5)    (2.8)
--------------------------------------------------------------------------------
         Effective rate                                   38.1%   35.6%    28.6%
--------------------------------------------------------------------------------


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

        Deferred tax assets:
                                                         1996              1997
                                                    ---------------    ---------
                Inventory                         $  1,293,000        $1,818,000
                Charitable contributions               769,000           403,000
                Self-insurance and other reserves      324,000           550,000
                Other                                  404,000           298,000
                                                  ------------      ------------
                                                     2,790,000         3,069,000

        Deferred tax liabilities:

                Deferred inventory                       -             (393,000)
                Property                           (2,679,000)       (2,407,000)
                Intangibles                          (429,000)         (590,000)
                Other                                (663,000)         (648,000)
                                                 -------------      ------------
                                                   (3,771,000)       (4,038,000)
                Net deferred income taxes         $  (981,000)      $  (969,000)
                                                  ============      ============

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 1997 under
operating leases with initial or remaining noncancellable terms in excess of one
year are as follows:

                                            1998      $  131,000
                                            1999         128,000
                                            2000          95,000
                                            2001          60,000
                                            2002          12,000

Rent  expense  including  land  rent  approximated  $1,288,000,  $1,382,000  and
$2,265,000 in 1995, 1996 and 1997, respectively.

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 annual cost of the SERP for 1995
and 1996 approximated  $100,000 while the cost for 1997 approximated $60,000. In
May 1995, the Company funded  $250,000 to an  irrevocable  trust  established to
make payments to the SERP participants.  The SERP's unfunded accumulated benefit
obligation at June 30, 1996 and 1997 was $216,000 and $277,000, respectively.

The measurement of Plan and SERP assets and obligations was performed as of June
30. The  following  sets forth the Plan's and SERP's  funded  status and amounts
recognized in the Company's financial statements as of August 31:
<TABLE>
<S>                                                                                   <C>                    <C> 
                                                                                      1996                   1997
------------------------------------------------------------------------------------------------------------------------------
         Actuarial present value of accumulated benefit obligation,
           including vested benefits of  $5,714,000 in 1996 and
           $6,457,000 in 1997                                                       $5,847,000       $6,643,000
------------------------------------------------------------------------------------------------------------------------------
         Plan assets at fair value                                                  $7,237,000       $8,342,000
         Projected benefit obligations for service rendered to date                (6,239,000)       (7,257,000)
------------------------------------------------------------------------------------------------------------------------------
         Plan assets in excess of projected benefit obligation                        998,000         1,085,000
         Unrecognized prior service cost                                               65,000            62,000
         Unrecognized net gain                                                       (900,000)       (1,174,000)
         Unrecognized net obligation                                                  673,000           554,000
------------------------------------------------------------------------------------------------------------------------------
         Prepaid pension expense                                                   $   836,000      $   527,000
------------------------------------------------------------------------------------------------------------------------------

</TABLE>








Net  periodic  pension  expense  and Company  contributions  for the years ended
August 31, were as follows:

<TABLE>
<S>                                                          <C>                <C>              <C> 
                                                             1995               1996             1997
-----------------------------------------------------------------------------------------------------------------------
         Service cost                                      $ 425,000        $  462,000          $ 380,000
         Interest cost on projected benefit
           obligation                                        362,000           401,000            459,000
         Actual return on assets                            (1,035,000)      (1,064,000)      (1,471,000)
         Amortization of transitional obligation             119,000           119,000            119,000
         Net unrecognized loss and amortization              566,000           511,000            822,000
-----------------------------------------------------------------------------------------------------------------------
         Net periodic pension expense                      $ 437,000        $  429,000          $ 309,000
-----------------------------------------------------------------------------------------------------------------------
         Company contributions                               $ 250,000 $        -        $      -
-----------------------------------------------------------------------------------------------------------------------
</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 1996 and 1997,  with
assumed salary increases of 4% in 1996 and 1997. The expected  long-term rate of
return on assets was 9% in both 1996 and 1997.  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 1995, 1996 or 1997.

9. MAJOR CUSTOMERS, EXPORT SALES AND FOREIGN OPERATIONS

In fiscal 1995,  1996,  and 1997 seed sales to each of three  customers  and the
related  licensing fees ultimately  billed to the farmers 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:

<TABLE>
<S>                                            <C>                    <C>                        <C> 
         Customer                              1995                   1996                       1997
--------------------------------------------------------------------------------------------------------------------------------
              A                             $14,700,000                $22,400,000              $27,100,000
              B                              10,500,000                 16,200,000               26,200,000
              C                              13,900,000                 27,900,000               31,800,000
</TABLE>

International  sales  (including  export sales)  approximated 
$7,100,000,  $12,600,000  and $14,900,000 in 1995, 1996 and 1997,
respectively.





10.  RELATED PARTY TRANSACTIONS

A partner of a law firm that  represents  the Company is also a stockholder  and
serves as  corporate  secretary.  The  Company  paid  legal fees to that firm of
approximately   $300,000,   $575,000  and  $645,000  in  1995,  1996  and  1997,
respectively.

During  1995,  1996 and 1997,  a director  of the  Company  provided  consulting
services  associated  with the  development  and  negotiation  on  behalf of the
Company of certain international joint ventures. Such fees approximated $10,000,
$6,000 and  $17,000  in 1995,  1996 and 1997,  respectively.  The  Company  paid
approximately  $230,000  in 1996  and  $350,000  in 1997  for  certain  research
projects  conducted  by the  Institute  of  Molecular  Agrobiology  ("IMA"),  an
affiliate of IMAGEN Holdings Pte.
Ltd.  A director of the Company is also a director of IMA.

11.  COMMITMENTS AND CONTINGENCIES

Between August 1997 and October 1997,  numerous farmers filed arbitration claims
against the Company  and  Monsanto  Company  ("Monsanto")  with state  agencies,
primarily Mississippi.  The complainants allege that Roundup Ready seed marketed
by the Company failed to perform as anticipated resulting in deformed or missing
bolls and some further assert  substantial yield losses in their 1997 crops. The
Company and Monsanto are presently  investigating  these claims to determine the
cause or causes of the  problems  alleged.  Pursuant to the terms of the Roundup
Ready Gene License and Seed Services Agreement (the "Roundup Agreement") between
D&PL and Monsanto,  Monsanto has assumed responsibility for the defense of these
claims.  Pursuant to the Roundup Agreement,  Monsanto is contractually obligated
to defend and indemnify the Company against all claims arising out of failure of
the  Roundup  Ready  glyphosate  tolerance  gene.  D&PL will not have a right to
indemnification  from  Monsanto,  however,  for any claims  involving  defective
varietal  characteristics  separate  from  or in  addition  to  failure  of  the
herbicide-tolerance  gene.  D&PL  believes  that these  claims  will be resolved
without any material impact on the Company's financial statements.

The Company,  Monsanto and other third  parties  were named as  defendants  in a
lawsuit  filed in the District  Court of Falls  County,  Texas,  in August 1996.
Another   lawsuit  was  filed  in  October  1996,  in  the  District  Court  for
Natchitoches  Parish,  Louisiana.  A second  Texas  lawsuit  brought in 1996 was
settled  in  1997  with no  material  impact  on the  Company  or its  financial
statements.  In the two remaining  cases,  the  plaintiffs  allege,  among other
things,  that D&PL's NuCOTN  varieties,  which contain  Monsanto's  Bollgard(TM)
gene, did not perform as these farmers had anticipated  and, in particular,  did
not fully protect their cotton crops from certain lepidopteran insects. Pursuant
to the terms of the  Bollgard  Gene  License and Seed  Services  Agreement  (the
"Bollgard   Agreement")   between  D&PL  and  Monsanto,   Monsanto  has  assumed
responsibility for the defense of these claims. Some of these claims for failure
of the  Bollgard  gene are subject to a duty of defense by Monsanto  and prorata
indemnification  under the Bollgard  Agreement.  Under the applicable  indemnity
provisions  of the  Bollgard  Agreement,  defense  costs  and  liability  to the
plaintiffs on any failure of the technology would be apportioned 71% to Monsanto
and 29% to D&PL.  Some of the  claims  in this  litigation  concern  failure  of
Monsanto's express warranties relating to insect resistance and those claims may
not be within the scope of D&PL's indemnity obligation to Monsanto. On the other
hand, some of the claims made in the litigation  concern the quality of seed and
seed coat treatments, or other varietal aspects of NuCOTN, not involving failure
of  performance  of the Bollgard  gene or express  representations  with respect
thereto  and,  therefore,  may not be within the scope of  Monsanto's  indemnity
obligation to D&PL.  D&PL intends to cooperate with Monsanto in its  anticipated
vigorous defense of these suits. D&PL believes that these suits will be resolved
without any material impact on the Company's financial statements.

In October 1996, Mycogen Plant Science, Inc. ("Mycogen") and Agrigenetics,  Inc.
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  recently  issued
patents have been infringed by the defendants by making,  selling, and licensing
seed that contains the Bollgard gene. The suit seeks injunctions against alleged
infringement, compensatory damages, treble damages and attorney's fees and court
costs. 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.
Due to Monsanto's  obligation to indemnify  D&PL, the Company  believes that the
resolution of this matter will not have a material  impact on the Company or its
financial statements.

A corporation  owned by the son of the Company's former  Guatemalan  distributor
sued in 1989  asserting  that  the  Company  violated  an  agreement  with it by
granting  to another  entity an  exclusive  license in certain  areas of Central
America and southern  Mexico.  The suit seeks  damages of  5,300,000  Guatemalan
quetzales  (approximately  $900,000 at current exchange rates) and an injunction
preventing the Company from distributing seed through any other licensee in that
region.  The  Guatemalan  court,  where  this  action is  proceeding,  has twice
declined  to  approve  the  injunction  sought.  Management  believes  that  the
resolution  of the matter  will not have  material  impact on the Company or its
financial statements. The Company continues to offer seed for sale in Guatemala.

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

On July 18, 1996, the United States  Department of Justice,  Antitrust  Division
("USDOJ"),   served  a  Civil  Investigative  Demand  ("CID")  on  D&PL  seeking
information  and  documents  in  connection  with  its   investigation   of  the
acquisition  by D&PL of the stock of Arizona  Processing,  Inc.,  Ellis Brothers
Seed, Inc. and Mississippi Seed, Inc. (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 have been examined
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.

12.  MERGERS AND ACQUISITIONS

In February 1996 the Company acquired Hartz Cotton,  Inc. from Monsanto Company,
which included cotton planting seed  inventories,  germplasm,  breeding  stocks,
trademarks,  trade names and other assets, for approximately  $6.0 million.  The
consideration  consisted  primarily of 800,000 shares of the Company's  Series M
Convertible  Non-Voting  Preferred  Stock.  Pro  forma  financial  data  is  not
presented  because the impact of this acquisition  (accounted for as a purchase)
was  not  material  to the  Company's  results  of  operations  for  any  period
presented. The acquisition also included contingent consideration in the form of
rights  to  receive  266,667  shares  of  the  Company's  Series  M  Convertible
Non-Voting  Preferred  Stock once certain unit sales levels of Hartz cotton seed
are achieved. In addition, Monsanto also has the right to receive shares of D&PL
common stock in fiscal 2000 based on the gross profits  earned from September 1,
1996  through  August  31,  1999 on the  sale of  varieties  developed  from the
germplasm acquired.

The   Company   merged  with  the  Sure  Grow   Companies   in  May  1996  in  a
pooling-of-interests  transaction  valued at approximately  $70.0 million.  D&PL
exchanged  approximately  2.8  million  shares of its common  stock,  which were
subsequently registered in December 1996, for all outstanding shares of the Sure
Grow Companies.  The acquired companies were on a fiscal year ending June 30. As
of August 31, 1996, the fiscal year ends of the acquired  companies were changed
to August 31. The following  summarizes  income  statement data of the Sure Grow
Companies for the period beginning July 1, 1996 and ending August 31, 1996:

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

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

13.  STOCKHOLDERS' EQUITY

Preferred Stock

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

In August 1996,  the Board of Directors  adopted a  Stockholder  Rights Plan and
declared a dividend of one preferred  stock  purchase  right  ("right") for each
outstanding  share of the Company's Common Stock.  Similar rights have been, and
generally will be, issued in respect of Common Stock subsequently  issued.  Each
right  becomes  exercisable,  upon the  occurrence  of certain  events,  for one
one-hundredth of a share of Series A Junior Participating Preferred Stock, $0.10
par value,  at a purchase  price of $175 per one  one-hundredth  of a  Preferred
Share,  subject to  adjustment.  In the event that the  Company is acquired in a
merger or other business  combination  transaction  not approved by the Board of
Directors, each holder of a right shall have the right to receive that number of
shares of common stock of the surviving  company which would have a market value
of two times the exercise price of the right. Under the Stockholder Rights Plan,
429,319  shares  of  Series A Junior  Participating  Preferred  Stock  have been
reserved.  The rights currently are not exercisable and will be exercisable only
if a  person  or  group  acquires  beneficial  ownership  of 15% or  more of the
Company's outstanding shares of Common Stock. The rights, which expire on August
30, 2006, are redeemable in whole,  but not in part, at the Company's  option at
any time for a price of $0.01 per right.

The Company  issued  800,000  shares  (after effect of stock splits) of Series M
Convertible  Non-voting  Preferred Stock in February 1996, as consideration  for
the  purchase  of Hartz  Cotton,  Inc.  from  Monsanto.  The holders of Series M
Preferred Stock are entitled to receive  dividends at the same rate per share as
is paid from time to time on each share of the Common Stock of the Company,  and
no more,  when and as  declared by the Board of  Directors.  In the event of any
liquidation,  dissolution  or winding up of the  Company,  either  voluntary  or
involuntary,  the  holders of Series M  Preferred  Stock  shall be  entitled  to
receive,  prior to and in  preference to any  distribution  to holders of Common
Stock or any other class of security of the Company, $13.936 per share of Series
M Preferred  Stock.  The Series M Preferred Stock is convertible  beginning upon
the seventh  anniversary  of the date on which the Series M Preferred  Stock was
issued or the occurrence of other specified events, whichever occurs first.

Stock Option Plans

In April, 1993, the Board of Directors and stockholders  approved the 1993 Stock
Option Plan.  Options to purchase up to 2,560,000  shares (after effect of stock
splits through November 1997) of Common Stock were authorized at an option price
not less than the market price on the date of grant.

On October 17, 1995, the Company's Board of Directors adopted the 1995 Long-Term
Incentive Plan (the  "Incentive  Plan")  pursuant to which stock options,  stock
appreciation rights, restricted shares of Common Stock and performance units may
be awarded to officers,  key employees and directors.  Under the Incentive Plan,
2,560,000  shares (after effect of stock splits through November 1997) of Common
Stock of the  Company are  available  for grant.  Shares  subject to options and
awards which expire  unexercised are available for new option grants and awards.
The Company's  stockholders  ratified the adoption of the Incentive  Plan at the
1996 annual meeting.  Future members of the Board of Directors receive automatic
grants of 62,223  shares upon being named to the Board.  On February  27,  1997,
stockholders  amended this plan to provide  additional  one time grants of 8,444
shares in February 1997 and 2,667 each year  thereafter  for the next five years
to  directors of the Company.  Such  options are  exercisable  ratably over five
years commencing after one year from the date of grant.

<TABLE>
<S>                                                               <C>                     <C>       <C>    <C>    
Stock Options                                                      Number of Shares     Price Range
------------------------------------------------------------ ----------------------- --------------- ----------------

Outstanding at August 31, 1993                                                    -                  -
Granted                                                                2,053,333(a)        $   4.67  - $   4.96
Exercised                                                                         -                  -
Lapsed or canceled                                                                -                  -
------------------------------------------------------------ ----------------------- --------------- ----------------

Outstanding at August 31, 1994                                            2,053,333        $   4.67  - $   4.96
Granted                                                                           -                  -
Exercised                                                                  (11,733)        $   4.67  - $   4.96
Lapsed or canceled                                                                -                  -
------------------------------------------------------------ ----------------------- --------------- ----------------

Outstanding at August 31, 1995                                            2,041,600        $   4.67  - $   4.96
Granted                                                                     759,999         $ 10.69  - $ 15.70
Exercised                                                                 (487,733)        $   4.67  - $   4.96
Lapsed or canceled                                                         (36,623)        $   4.67  - $ 10.69
------------------------------------------------------------ ----------------------- --------------- ----------------

Outstanding at August 31, 1996                                            2,277,243        $   4.67  - $ 15.70
Granted                                                                   1,412,217         $ 15.61  - $ 28.90
Exercised                                                                 (160,548)        $   4.67  - $ 15.70
Lapsed or canceled                                                         (72,533)        $   4.67  - $ 22.36
------------------------------------------------------------ ----------------------- --------------- ----------------

Outstanding at August 31, 1997                                            3,456,379        $   4.67  - $ 28.90
------------------------------------------------------------ ----------------------- --------------- ----------------
</TABLE>

(a) Includes  options for 320,000 shares (after effect of stock splits)  granted
to the  members of the Board of  Directors  in June 1994  which were  subject to
final  stockholder  approval  at the 1995 Annual  Meeting.  Prior to such grant,
holders of a majority of shares  approved an  Amendment to the 1993 Stock Option
Plan that  provided for an automatic  grant of options for 53,333  shares (after
effect of stock  splits) to each current and all future  members of the Board of
Directors.  This Amendment was formally approved at the 1995 annual stockholders
meeting.

During  fiscal  1997,  the  Company  adopted  SFAS  No.  123,   "Accounting  for
Stock-Based  Compensation",  which requires companies to estimate the fair value
of stock options on date of grant.  This  pronouncement  requires the Company 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,  the Company  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 1996 and
1997 were $5.02 and $11.08 per share, respectively.








The  proforma  effects of the total  compensation  expense  that would have been
recognized under SFAS No. 123 are as follows:

                                                                      August 31
--------------------------------------------------------------------------------
(Dollars in thousands, except per share data)      1996                 1997
--------------------------------------------------------------------------------
Net income, as reported                           $ 15,237              $ 6,850
Proforma net income                               $ 14,857              $ 4,792
Primary earnings per share, as reported           $   0.39              $  0.18
Proforma earnings per share                       $   0.38              $  0.12

In adopting SFAS No. 123, the Company utilized the Black-Scholes  Option Pricing
Model to estimate the fair value of stock  options  granted  using the following
assumptions:

                                        1996                         1997
--------------------------------------------------------------------------------
Expected dividend yield                  3%                           3%
Expected option lives                5 years                       5 years
Expected volatility          33.88% to 47.23%             47.00% to 48.70%
Risk-free interest rates       5.66% to 6.51%               6.15% to 6.90%

The following table summarizes  information  about stock options  outstanding at
August 31, 1997:

<TABLE>
<S>                                               <C>                              <C>       
                                                   Weighted Average                Weighted Average
  Exercise Price Range     Options Outstanding    Remaining Contractual Life       Exercise Price
------------------------- ---------------------- ------------------------------ ---------------------
    $10.69 - $15.79              706,937                      8.2                      $12.47
    $15.89 - $23.06             1,202,663                     9.2                      $21.44
    $26.37 - $28.92              114,888                      9.8                      $27.94
</TABLE>


Common Stock

In October  1995,  the Board of  Directors  authorized a 4 for 3 stock split for
common shares outstanding effected in the form of a dividend,  with no change in
the par value per share, distributed on December 15, 1995 to the stockholders of
record on December 1, 1995. In March 1996, the Board of Directors authorized a 3
for 2 stock split for common and preferred  shares  outstanding  effected in the
form of a dividend, with no change in par value per share,  distributed on April
15, 1996 to  stockholders  of record on March 29, 1996.  In February  1997,  the
Board of  Directors  authorized  a 4 for 3 stock split for common and  preferred
shares  outstanding  effected in the form of a  dividend,  with no change in par
value per share,  distributed  on April 11,  1997 to  stockholders  of record on
March 31, 1997.  In October  1997,  the Board of Directors  authorized a 4 for 3
stock split for common and preferred shares outstanding  effected in the form of
a dividend,  with no change in the par value per share,  distributed on November
20, 1997 to the  stockholders  of record on November 10, 1997.  All stock splits
described above have been reflected in the accompanying financial statements.



Treasury Stock

In April 1997, the Board of Directors  authorized a stock  repurchase plan of up
to 10% of the  Company's  outstanding  common  stock.  At August 31,  1997,  the
Company  had  purchased  114,267  shares  with an  aggregate  purchase  price of
$2,173,000.

14.   UNAUDITED QUARTERLY FINANCIAL DATA

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


<PAGE>


Summarized unaudited quarterly financial data is as follows:

<TABLE>
<S>                                                <C>           <C>                 <C>            <C>        
                                                                                  (In thousands, except per share data)
-----------------------------------------------------------------------------------------------------------------------
         Fiscal 1995: Three months ended
                                              November 30      February 28         May 31       August 31
-----------------------------------------------------------------------------------------------------------------------

         Net sales and licensing fees             $ 2,295         $ 46,049       $ 49,189      $   1,417
         Gross profit                                 544           20,249         22,182             29
         Net income (loss)                         (3,370)           8,418          9,278         (3,391)
         Net income (loss) per share-primary(1)     (0.09)            0.23           0.25          (0.09)
         Weighted average number of shares
            used in quarterly per share 
            calculations-primary(2)                37,065           37,065         37,596         37,073
         Net income (loss) per share-fully
            diluted(1)                              (0.09)            0.23           0.25          (0.09)
         Weighted average number of shares used in
            quarterly per share 
            calculations-fully diluted(2)          37,065           37,065         37,743         37,073

-----------------------------------------------------------------------------------------------------------------------
         Fiscal 1996: Three months ended
                                              November 30      February 29         May 31       August 31
-----------------------------------------------------------------------------------------------------------------------

         Net sales and licensing fees            $  5,326       $ 63,404       $ 82,650          $  1,891
         Gross profit                                 298         24,868         29,735               893
         Net income (loss) applicable to
              common shares                       (3,740)         10,404         13,353            (4,780)
         Net income (loss) per share-primary(1)    (0.10)           0.27           0.34             (0.13)
         Weighted average number of shares
            used in quarterly per share 
            calculations -primary(2)              37,087          38,571         39,104            37,455
         Net income (loss) per 
            share-fully diluted(1)                 (0.10)           0.27           0.33             (0.13)
         Weighted average number of shares used
              in quarterly per share 
              calculations-fully diluted(2)       37,087          39,111         40,081            37,455
-----------------------------------------------------------------------------------------------------------------------

         Fiscal 1997: Three months ended
                                              November 30      February 28         May 31       August 31
-----------------------------------------------------------------------------------------------------------------------

         Net sales and licensing fees(3)         $ 6,317       $ 66,425      $ 116,425           $ (5,918)
         Gross profit(4)                           1,188         25,325         42,721            (13,774)
         Net income (loss) applicable to
              common shares(4)                    (4,381)         9,299         20,544            (18,612)
         Net income (loss) per share-primary(1)(4) (0.12)          0.24           0.53              (0.50)
         Weighted average number of shares  used
            in quarterly per share 
            calculations -primary(2)              37,573         38,949         38,815             37,573
         Net income (loss) per share-fully 
            diluted(1)                             (0.12)          0.23           0.51              (0.50)
         Weighted average number of shares used
            in quarterly per share 
            calculations-fully diluted(2)         37,573         39,828         39,989             37,573
-----------------------------------------------------------------------------------------------------------------------
</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)After adjustment  for 4 for 3 stock split  effected in April 1997 
         and 4 for 3 stock split effected in November 1997.  
         (3)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.
         (4)The fourth quarter  includes the effect of recording a $19.0 million
         special  charge of which $11.5 million is recorded as Cost of Sales and
         $7.5  million  is  recorded  in  Operating   Expenses  related  to  the
         production and cost optimization program.




<PAGE>


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

Not applicable.


                                                      PART III


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

Reference is made to  registrant's  definitive  proxy statement to be filed with
the  Commission  pursuant to Regulation  14(a) not later than December 29, 1997;
the information responsive to the foregoing items 10 - 13 is incorporated herein
by reference.


                                                       PART IV


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

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

                  Report of Independent Public Accountants

                  Consolidated  Statements  of  Income - for  each of the  three
                     years in the period ended August 31, 1997

                  Consolidated Balance Sheets - August 31, 1996 and 1997

                  Consolidated  Statements of Cash Flows - for each of the three
                     years in the period ended August 31, 1997

                  Consolidated  Statements of Stockholders' Equity - for each of
                     the three years in the period ended August 31, 1997

                  Notes to Consolidated Financial Statements

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

                  Report of Independent Public Accountants....................47

              Schedule II - Consolidated Valuation and Qualifying Accounts....48


                  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 49.

     (b)    4.    Reports on Form 8-K

             No reports on Form 8-K were filed  during the quarter  ended August
31, 1997.








<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 24, 1997.

DELTA AND PINE LAND COMPANY
(Registrant)

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

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

        Signature             Title                                     Date

/s/ Roger D. Malkin         Chairman of the Board              November 24, 1997
Roger D. Malkin             and Chief Executive Officer
                            (Principal Executive Officer)

/s/ W. Thomas Jagodinski    Vice President-Finance and         November 24, 1997
W. Thomas Jagodinski        Treasurer (Principal Financial
                            and Accounting Officer)

/s/ Nam-Hai Chua            Director                           November 17, 1997
Nam-Hai Chua

/s/ Jon E.M. Jacoby         Director                           November 17, 1997
---- ----------------                                          -----------------
Jon E.M. Jacoby

/s/ Joseph M. Murphy        Director                           November 18, 1997
---------------------                                          -----------------
Joseph M. Murphy

/s/ Stanley P. Roth         Director                           November 17, 1997
---------------------                                          -----------------
Stanley P. Roth

 /s/ Rudi E. Scheidt        Director                           November 18, 1997
--------------------                                           -----------------
Rudi E. Scheidt


<PAGE>





                                      REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


TO DELTA AND PINE LAND COMPANY:

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




Arthur Andersen LLP

Memphis, Tennessee,
October 24, 1997

<PAGE>


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

                                                                              

  




                                                                       ADDITIONS

<TABLE>
<S>                                        <C>              <C>           <C>         <C>              <C>    
                                        Column A         Column B      Column C     Column D       Column E
                                                                                              (In thousands)
                                        Balance at       Charged to     Charged                     Balance
                                        Beginning of     Costs and      to Other                    at end of
Description                             Period           Expenses       Accounts      Deductions    Period

Fiscal year ended August 31, 1995

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

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

Fiscal year ended August 31, 1996

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

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

Fiscal year ended August 31, 1997

    Allowance for doubtful accounts    $    379         $     -        $     -         $     (98) (a)  $   281

    Inventory valuation reserve        $  1,934         $  3,829  (d)  $     -         $  (3,238) (e)  $ 2,525

</TABLE>

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

(b)  Primarily  the  result  of the  Company's  sale  of its  corn  and  sorghum
operations

(c )   Primarily the disposal of excess corn and sorghum inventory

(d)   Reserve of cotton seed as a result of production and cost optimization 
program

(e)   Disposal of corn and sorghum inventory ($1,409) and write off of cotton 
seed inventory ($1,829)




<PAGE>


                                      INDEX
                        EXHIBITS TO ANNUAL REPORT ON FORM 10-K
                              YEAR ENDED AUGUST 31, 1997
                             DELTA AND PINE LAND COMPANY


Exhibits1                                            Description

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

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

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

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

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

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

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

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

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

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

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

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

10.05  Incentive Bonus Program.1,5

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

11.01  Statement Re:  Computation of Earnings per Share.10

21.01  Subsidiaries of the Registrant. 10

23.01  Consent of Independent Public Accountants10

27.01  Financial Data Schedule. 10

<PAGE>


EXHIBIT 11.01

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

<TABLE>
<S>                                                                          <C>               <C>                 <C>    
                                                                                       FOR THE TWELVE MONTHS ENDED
                                                                           August 31,         August 31,         August 31,
                                                                              1995               1996               1997
                                                                         ---------------    ---------------    ---------------
PRIMARY EARNINGS PER SHARE:

WEIGHTED AVERAGE NUMBER OF SHARES OF
   COMMON STOCK OUTSTANDING   
   DURING THE PERIOD                                                             37,077             37,292             37,579

WEIGHTED AVERAGE NUMBER OF SHARES
   ATTRIBUTED TO OPTIONS                                                            463              1,300              1,317
                                                                         ---------------    ---------------    ---------------

WEIGHTED AVERAGE NUMBER OF SHARES
   OF COMMON STOCK OUTSTANDING
   DURING THE PERIOD FOR COMPUTATION
   OF PRIMARY EARNINGS PER SHARE                                                 37,540             38,592             38,896
                                                                         ===============    ===============    ===============

FULLY DILUTED EARNINGS PER SHARE:

WEIGHTED AVERAGE NUMBER OF SHARES
   OF COMMON STOCK OUTSTANDING
   DURING THE PERIOD                                                             37,077             37,292             37,579

WEIGHTED AVERAGE NUMBER OF SHARES
   ATTRIBUTED TO CONVERTIBLE
   PREFERRED STOCK                                                                    -                467                800

WEIGHTED AVERAGE NUMBER OF SHARES
   ATTRIBUTED TO OPTIONS                                                            512              1,505              1,484
                                                                         ---------------    ---------------    ---------------

WEIGHTED AVERAGE NUMBER OF SHARES
   OF COMMON STOCK OUTSTANDING
   DURING THE PERIOD FOR COMPUTATION
   OF FULLY DILUTED EARNINGS PER SHARE                                           37,589             39,264             39,863
                                                                         ===============    ===============    ===============

NET INCOME APPLICABLE TO COMMON SHARES                                          $10,935            $15,237            $ 6,850
                                                                         ===============    ===============    ===============

NET INCOME PER COMMON SHARE:

   PRIMARY                                                                     $   0.29           $   0.39            $  0.18
                                                                         ===============    ===============    ===============
   FULLY DILUTED                                                               $   0.29           $   0.39            $  0.17
                                                                         ===============    ===============    ===============
</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.                              MEXICO

DELTAPINE AUSTRALIA PTY. LIMITED                        AUSTRALIA

GREENFIELD SEED COMPANY                                 USA

HEBEI JI DAI COTTON SEED TECHNOLOGY COMPANY, LTD.       USA

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


                                                  EXHIBIT 23.1

                                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



As independent public accountants, we hereby consent to the incorporation of our
report,  dated October 24, 1997, 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 24, 1997.



<PAGE>




--------
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.
3  Incorporated   by  reference  from  Form  8-K  filed  February  19,  1996.  4
Incorporated by reference from Form 8-A filed September 3, 1996.


1 All  incorporated by reference from  Registration  Statement on Form S-1, File
No. 33-61568. filed June 29, 1993, except as otherwise noted herein.
2 Incorporated by reference from Form 10-K filed November 22, 1995. 5 Represents
management  contract or compensatory plan. 7 Incorporated by reference from Form
10-Q filed July 14, 1995.









2  Incorporated  by  reference  from  Form  10-K  filed  November  22,  1995.  3
Incorporated  by reference  from Form 8-K filed  February 19, 1996. 5 Represents
management  contract or compensatory plan. 6 Incorporated by reference from Form
8-K filed May 16, 1994. 7  Incorporated  by reference  from Form 10-Q filed July
14, 1995.













3 Incorporated  by reference from Form 8-K filed February 19, 1996. 5 Represents
management  contract or compensatory plan. 8 Incorporated by reference from Form
8-K filed June 4, 1996 9 Incorporated by reference from Form 10-K filed November
27, 1996.
10 Filed herewith.