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, 2003

                                       or

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


                        Commission File Number: 000-21788


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

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

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

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

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

                                                  Name of each exchange
    Title of each class                            on which registered

Common Stock, $0.10 par value                  New York Stock Exchange, Inc.

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

                                      None

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

 Yes   X                 No
     -----                  -----

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

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2).

Yes   X                 No
    -----                  -----

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 February
28,  2003,  as  reported  on the New  York  Stock  Exchange,  was  approximately
$694,034,000.  Shares of Common  Stock held by each  officer and director and by
each  person  who owns 5% or more of the  outstanding  Common  Stock  have  been
excluded in that such persons may be deemed to be affiliates. This determination
of affiliate  status is not  necessarily  a conclusive  determination  for other
purposes.

As of October 31, 2003,  Registrant had 38,086,128  outstanding shares of Common
Stock.

                    DOCUMENTS TO BE INCORPORATED BY REFERENCE

Registrant incorporates by reference portions of the Delta and Pine Land Company
Proxy Statement for the annual meeting of stockholders to be held on January 15,
2004. (Items 10, 11, 12 13 and 14 of Part III).

<PAGE>
                                     PART I

ITEM 1.         BUSINESS

Domestic

Delta and Pine Land Company, a Delaware  corporation,  and subsidiaries ("D&PL")
is primarily engaged in the breeding, production,  conditioning and marketing of
proprietary  varieties of cotton  planting  seed in the United  States and other
cotton  producing  nations.  We also breed,  produce,  condition and  distribute
soybean planting seed in the United States.

Since 1915, we have 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.  We have used our 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,  we added  soybean  seed to our product  line.  In 1996,  we  commenced
commercial sales in the United States of cotton planting seed containing
                                                               1
Bollgard(R)  ("Bollgard") gene technology licensed from Monsanto which expresses
a protein toxic to certain  lepidopteran  pests. Since 1997, we have marketed in
the U.S.  cotton  planting seed that contains a gene that provides  tolerance to
glyphosate-based herbicides,  commonly referred to as Roundup Ready(R) ("Roundup
Ready") Cotton.  In 1997, we commenced  commercial  sales in the U.S. of soybean
planting seed that contains a gene that provides  tolerance to  glyphosate-based
herbicides  ("Roundup  Ready  Soybeans").  In 1998, we commenced sales of cotton
planting seed of varieties containing both the Bollgard and Roundup Ready genes.

International

During the 1980's, as a component of our long-term growth strategy,  we began to
market our products,  primarily  cottonseed,  internationally.  Over a period of
years, we have  strengthened  and expanded our  international  staff in order to
support our  expanding  international  business.  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.  We believe  that we have an  attractive
opportunity  to  penetrate  foreign  markets  because of our  widely  adaptable,
superior cotton varieties,  technological know-how in producing and conditioning
high-quality  seed  and our  brand  name  recognition.  Furthermore,  Monsanto's
Bollgard and Roundup  Ready gene  technologies  (that we either have licensed or
have options to license) are  effective in many  countries and could bring value
to farmers.

We  sell  our  products  in  foreign  countries  through  (i)  export  sales  to
distributors, (ii) direct in-country operations through either joint ventures or
wholly-owned  subsidiaries and (iii) to a lesser degree,  licensees.  The method
varies and  evolves,  depending  on our  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. In
2003, the majority of international sales came from direct in-country operations
(primarily Argentina, Australia, Brazil, China, South Africa and Turkey).

See Note 12 of the  Notes to  Consolidated  Financial  Statements  in Item 8 for
further details about business segments.

-------------------
1. On March 31, 2000,  Monsanto  Company  consummated a merger with  Pharmacia &
Upjohn Inc. and changed its name to Pharmacia Corporation.  On February 9, 2000,
Monsanto  Company  formed a new  subsidiary  corporation,  Monsanto  Ag Company,
which, on March 31, 2000,  changed its name to Monsanto  Company.  On August 31,
2002,  Pharmacia  distributed to its shareholders its remaining  interest in the
new  Monsanto  Company.  Pursuant to the closing of a merger on April 16,  2003,
Pharmacia  Corporation merged with and into a wholly-owned  subsidiary of Pfizer
Inc. Pharmacia survived the merger as a wholly-owned subsidiary of Pfizer Inc.

In this document,  with respect to events occurring on or before March 31, 2000,
the term "Monsanto"  refers to the entity then designated  Monsanto  Company and
renamed  Pharmacia  Corporation on that date.  With respect to events  occurring
between  March 31,  2000 and April  16,  2003,  this  entity is  referred  to as
"Pharmacia".  With respect to events  occurring after April 16, 2003, the entity
referred  to as  "Pharmacia"  is  that  entity  which  on  that  date  became  a
wholly-owned  subsidiary of Pfizer Inc. With respect to events  occurring  after
March 31, 2000,  the entity  formed as Monsanto Ag Company and renamed  Monsanto
Company (NYSE: MON) on March 31, 2000, is referred to as "Monsanto".
<PAGE>
Joint Ventures

In March 1995,  D&PL and  Monsanto  formed D&M  International,  LLC to introduce
cotton  planting seed in  international  markets  combining  our acid  delinting
technology and elite germplasm  (cottonseed  varieties) with Monsanto's Bollgard
and Roundup Ready gene technologies.  In May 2002,  Pharmacia  activated a cross
purchase provision in the operating agreement for D&M International, LLC, and we
elected to have D&M  International,  LLC redeem  Pharmacia's 50% interest in D&M
International,  LLC. As a result of the redemption of Pharmacia's  interest,  we
now own all of D&M International, LLC.

In November 1995,  D&M  International,  LLC formed a subsidiary,  D&PL China Pte
Ltd. ("D&PL China").  D&PL China is 80% owned by D&M International,  LLC and 20%
owned by a Singaporean  entity. In November 1996, D&PL China formed Hebei Ji Dai
Cottonseed  Technology  Company Ltd. ("Ji Dai") with parties in Hebei  Province,
one of the major cotton producing  regions in the People's Republic of China. Ji
Dai is 67% owned by D&PL China and 33% owned by Chinese  parties.  In June 1997,
Ji Dai commenced construction of a cottonseed  conditioning and storage facility
in  Shijiazhuang,  Hebei,  China,  pursuant  to the terms of the  joint  venture
agreement.  The new facility was completed in December 1997 and seed  processing
and  sales  of seed of a D&PL  cotton  variety  containing  Monsanto's  Bollgard
technology commenced in 1998.

In December  1997,  D&M  International,  LLC formed a joint  venture with Ciagro
S.R.L.  ("Ciagro"), a distributor of agricultural inputs in the Argentine cotton
region,  for the  production and sale of genetically  improved  cottonseed.  CDM
Mandiyu  S.R.L.  ("CDM")  is owned  60% by D&M  International,  LLC,  and 40% by
Ciagro. In September 1998, CDM began  construction of a cottonseed  conditioning
and storage facility in Avia Terai, Chaco, Argentina. Construction was completed
in June 1999.  CDM has been  licensed  to sell our cotton  varieties  containing
Monsanto's Bollgard gene technology.  Sales of such varieties commenced in 1999.
CDM has also been licensed to sell Roundup  Ready  cottonseed  varieties,  which
received  government  approval  in  2001.  Roundup  Ready  cottonseed  has  been
available for sale in Argentina since October 2002.

In July 1998,  D&PL China and the Anhui  Provincial  Seed  Corporation  formed a
joint  venture,  Anhui An Dai Cotton Seed  Technology  Company,  Ltd. ("An Dai")
which is located in Hefei City, Anhui,  China. An Dai is 49% owned by D&PL China
and 51%  owned  by  Chinese  parties.  Under  the  terms  of the  joint  venture
agreement, An Dai produces,  conditions and sells our varieties of acid-delinted
cottonseed,  which contain  Monsanto's  Bollgard gene.  Commercial  sales of our
cotton  varieties  containing  the Bollgard  gene  technology  began in 2000. In
January 2002, An Dai began construction of a cottonseed conditioning and storage
facility in Hefei City, Anhui, China. Construction was completed in October 2003
and the facility is now operational.

In November 1998, D&M International, LLC and Maeda Administracao e Participacoes
Ltda, an affiliate of Agropem - Agro Pecuria Maeda S.A.,  formed a joint venture
in Minas Gerais, Brazil. The joint venture, MDM Maeda Deltapine Monsanto Algodao
Ltda.  ("MDM"),  produces,  conditions and sells our varieties of  acid-delinted
cotton  planting  seed.  In  2000,  we began  selling  our  conventional  cotton
varieties.  MDM will introduce  transgenic  cottonseed varieties containing both
Bollgard and Roundup Ready gene  technologies in the Brazilian market as soon as
government  approvals are obtained.  Monsanto is responsible for obtaining these
government approvals and has announced approval may not occur until 2005. MDM is
51%  owned by D&M  International,  LLC and 49%  owned by Maeda  Administracao  e
Participacoes S/A (formerly Maeda Administracao e Participacoes Ltda).

In October  2001,  we  announced  that we had signed  Letters of Intent with two
parties  in China to form two new joint  ventures  there,  one each in Hubei and
Henan  provinces.  These two new potential  markets  contain  approximately  4.5
million  acres of cotton  planted  in 2001 which is almost 2.5 times the size of
the combined Hebei and Anhui markets.  A joint venture  agreement was negotiated
and agreed to with the parties in Henan province and the agreement was submitted
to the Chinese  government  authorities  for approval.  However,  in April 2002,
China announced rules prohibiting new foreign  investment in seed companies that
intend to sell  genetically  modified  seed,  which will restrict the ability of
non-Chinese  companies,  including  us, from  investing in such joint  ventures.
However,  our joint venture in Hebei  province,  Ji Dai,  signed a  distribution
agreement  with a party in the Henan  province  and  distributed  seed  there in
fiscal 2003.  We expect to continue to expand our business in China  through our
existing joint ventures, Ji Dai and An Dai.

In May  2002,  we  established  DeltaMax  Cotton,  LLC  ("DeltaMax"),  a limited
liability company jointly owned with Verdia, Inc.  ("Verdia",  formerly known as
MaxyAg, Inc.), a wholly-owned subsidiary of Maxygen, Inc. DeltaMax was formed to
create,  develop and  commercialize  value-enhancing  traits for the  cottonseed
market that will complement  and/or compete with traits  available  today. It is
currently  focusing  on a  glyphosate-tolerant  strategy,  an  insect-resistance
strategy and a nematode-resistance strategy for use in cotton. Commercialization
of new traits  developed  by this  venture is not  expected  until  after  2009.
DeltaMax  will contract  research and  development  activities to Verdia,  third

<PAGE>

parties  and  D&PL  when  appropriate,  and  license  its  products  to D&PL and
potentially to others. D&PL and Verdia each own 50% of DeltaMax.

Subsidiaries

D&PL South Africa,  Inc. ("D&PL South  Africa"),  our  wholly-owned  subsidiary,
through a South African branch,  commercializes  cottonseed varieties containing
Monsanto's Bollgard and Roundup Ready technologies in South Africa. In addition,
D&PL South Africa  maintains  winter  nursery  facilities,  produces  cottonseed
varieties for export to other  countries and processes  foundation seed grown in
that country.  We maintain a winter  nursery and  foundation  seed  operation in
Canas,  Costa Rica and have a delinting  plant there to process  foundation seed
for export to the United States.  Multiple winter nursery  locations are used to
manage seed production  risks. The use of Southern  Hemisphere  winter nurseries
and seed  production  programs such as these can accelerate the  introduction of
new  varieties  because  we can  raise at least  two  crops  per year by  taking
advantage of the Southern Hemisphere growing season.

Deltapine Australia Pty. Ltd., our wholly-owned  Australian subsidiary,  breeds,
produces,  conditions  and markets  cotton  planting seed in Australia.  Certain
varieties  developed  in  Australia  are  well  adapted  to other  major  cotton
producing  countries  and  Australian-developed  varieties are exported to those
areas. We sell seed of both  conventional and transgenic  varieties,  containing
Monsanto's Bollgard and Roundup Ready technologies, in Australia.

Turk DeltaPine, Inc. ("Turk DeltaPine"), our wholly-owned subsidiary,  through a
Turkish branch, produces, conditions and markets cotton planting seed in Turkey.
In addition,  Turk DeltaPine produces conventional cottonseed varieties for sale
in Turkey and Europe.

Employees

As of  October  31,  2003,  we  employed  a total  of 542  full  time  employees
worldwide,  excluding  approximately 109 employees of joint ventures. Due to the
nature of the business,  we utilize  seasonal  employees in our delinting plants
and our research and foundation  seed  programs.  The maximum number of seasonal
employees  approximates 175 and typically occurs in October and November of each
year. We consider our employee relations to be good.

Biotechnology

Insect Resistance for Cotton

Collaborative  biotechnology  licensing  agreements,  which were  executed  with
Monsanto in March 1992 and  subsequently  revised in April 1993,  October  1993,
February  1996,  December  1999,  January  2000 and March 2003,  provide for the
commercialization of Monsanto's Bollgard ("Bacillus thuringiensis" or "Bt") gene
technology in our varieties in the United States. The selected Bt gene is from 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.  The  resulting  transgenic  plant  tissue is  lethal to  certain
lepidopteran  larvae  that  consume  it. The gene and  related  technology  were
patented or licensed  from  others by Monsanto  and were  licensed to us for use
under the trade name Bollgard.  In our primary markets, the cost of insecticides
is  a  major   expenditure  for  many  cotton  growers.   The  insect  resistant
capabilities  of transgenic  cotton  containing the Bollgard gene may reduce the
amount of  insecticide  required to be applied by cotton  growers using planting
seed   containing  the  Bollgard  gene.  In  October  1995,  the  United  States
Environmental  Protection Agency ("EPA")  completed its initial  registration of
the Bollgard gene technology, thus clearing the way for commercial sales of seed
containing the Bollgard gene. In 1996, we sold  commercially  for the first time
two Deltapine  varieties,  which contained the Bollgard gene, in accordance with
the  terms of the  Bollgard  Gene  License  and  Seed  Services  Agreement  (the
"Bollgard  Agreement") among D&PL,  Monsanto and D&M Partners.  This initial EPA
registration had been set to expire on January 1, 2001 but was updated to expire
January 1, 2002.  In September  2001,  the EPA renewed the  registration  for an
additional  five  years,  at  which  time  the EPA  will,  among  other  things,
reevaluate the effectiveness of the insect resistance management plan and decide
whether to convert the  registration  to a non-expiring  (and/or  unconditional)
registration.

Pursuant to the terms of the Bollgard Agreement,  farmers must buy a limited use
sublicense for the technology from D&M Partners, a partnership of D&PL (90%) and
Monsanto  (10%),  in  order  to  purchase  seed  containing  the  Bollgard  gene
technology.  Monsanto  determines  the  licensing  fee  growers  pay  for use of

<PAGE>

Bollgard  technology.  Growers may receive discounts and/or rebates of licensing
fees under certain crop destruct,  crop replant and other programs. D&M Partners
contracts the billing and  collection  activities for Bollgard and Roundup Ready
licensing fees to Monsanto.  The  distributor/dealers  who coordinate the farmer
licensing  process  receive  a  portion  of  the  technology  sublicensing  fee,
presently approximately 15%. After the dealers and distributors are compensated,
D&M Partners  pays  Monsanto a royalty  equal to 71% of the net  sublicense  fee
(technology sublicensing fees less certain distributor/dealer  payments), and we
receive the remainder of net sublicense revenue for our services. The expiration
date of the Bollgard Agreement is determined by the last to expire of the patent
rights licensed under that agreement. On that basis (unless we terminate sooner,
as is permitted  after October 11, 2008),  the  expiration  date of the Bollgard
Agreement will be November 4, 2018.

Pursuant  to the  Bollgard  Agreement,  Monsanto  must defend and  indemnify  us
against claims of patent infringement,  including all damages awarded or amounts
paid in  settlements.  Monsanto  must  also  indemnify  us  against  a) costs of
inventory and b) lost profits on inventory which becomes  unsaleable  because of
patent  infringement  claims.  Monsanto  must  defend  any  claims of failure of
performance of a Bollgard gene.  Monsanto and D&PL share the cost of any product
performance  claims in proportion  to each party's  share of the net  sublicense
fees.  The  indemnity  from Monsanto only covers  performance  claims  involving
failure of  performance  of the Bollgard gene and not claims  arising from other
causes.  Pharmacia remains liable for Monsanto's performance under these defense
and indemnity agreements.

In December  2000,  D&PL and Monsanto  executed the Bollgard II Gene License and
Seed Services Agreement (the "Bollgard II Agreement") for Monsanto's  subsequent
insect resistance  product.  The Bollgard II Agreement contains  essentially the
same terms as the Bollgard  Agreement.  On December 23, 2002, Monsanto announced
that  it  had  received   U.S.   regulatory   clearance   for  Bollgard  II.  We
commercialized  limited  quantities  of our Bollgard II cotton  varieties in the
U.S. during fiscal 2003.

In May 2002,  we signed a product  development  agreement  with Syngenta Seed AG
("Syngenta")  whereby  Syngenta  will  pay us for  development  work,  including
introgression,   testing  and  evaluation,   of  Syngenta's   insect  resistance
technology  in  our  elite  cotton  germplasm.  We may  commercialize  varieties
containing   Syngenta's   insect   resistance   technology   if   we   reach   a
commercialization  agreement  and Syngenta  obtains U.S.  government  regulatory
approval. Syngenta has announced that it expects to receive full U.S. regulatory
approval in time for the 2005 season.

In January 2003, we announced a  collaboration  agreement with Dow  AgroSciences
LLC  ("DAS")  under  which we will  develop,  test  and  evaluate  elite  cotton
varieties   containing  DAS  insect  resistance  traits.  We  may  commercialize
varieties   containing   DAS  insect   resistance   technology  if  we  reach  a
commercialization agreement and DAS obtains U.S. government regulatory approval.

Herbicide Tolerance for Cotton

In February  1996,  D&PL,  Monsanto and D&M Partners  executed the Roundup Ready
Gene License and Seed Services Agreement (the "Roundup Ready Agreement"),  which
provides for the commercialization of Roundup Ready cottonseed.  Pursuant to the
collaborative biotechnology licensing agreements executed in 1996 and amended in
July 1996,  December  1999,  January 2000 and March 2003, we have also developed
transgenic cotton varieties that are tolerant to Roundup(R),  a glyphosate-based
herbicide sold by Monsanto.  In 1996, such Roundup Ready plants were approved by
the Food and Drug  Administration,  the USDA,  and the EPA.  The  Roundup  Ready
Agreement  grants a license to D&PL and certain of our  affiliates  the right in
the United States to sell  cottonseed of our varieties  that contain  Monsanto's
Roundup  Ready gene.  The Roundup  Ready gene makes  cotton  plants  tolerant to
contact with Roundup  herbicide  applications  made during a finite early season
growth period.  Similar to the Bollgard Agreement,  farmers must execute limited
use  sublicenses  in order to purchase seed  containing  the Roundup Ready gene.
Monsanto  determines  the  licensing  fee growers  pay for use of Roundup  Ready
technology. Growers may receive discounts and/or rebates of licensing fees under
certain crop destruct, crop replant and other programs. The distributors/dealers
who coordinate the farmer licensing  process receive a portion of the technology
sublicensing  fee.  After the  dealers and  distributors  are  compensated,  D&M
Partners  pays  Monsanto  a  royalty  equal  to 70% of the  net  sublicense  fee
(technology sublicensing fees less certain distributor/dealer  payments), and we
receive the remainder of net sublicense revenue for our services. The expiration
date of the Roundup  Ready  Agreement is determined by the last to expire of the
patent rights licensed under that agreement.  On that basis (unless we terminate
sooner,  as is permitted  after October 11, 2008),  the  expiration  date of the
Roundup Ready Agreement will be January 16, 2018.

Pursuant to the Roundup Ready  Agreement,  Monsanto must defend and indemnify us
against claims of patent infringement,  including all damages awarded or amounts
paid in  settlements.  Monsanto  will  also  indemnify  us  against  the cost of
inventory that becomes  unsaleable  because of patent  infringement  claims, but

<PAGE>

Monsanto is not required to indemnify us against lost profits on such unsaleable
seed.  In  contrast  with  the  Bollgard  Agreement,  where  the  cost  of  gene
performance  claims  will  be  shared  in  proportion  to  the  division  of net
sublicense  revenue,  Monsanto  must  defend  and must bear the full cost of any
claims of failure of  performance of the Roundup Ready Gene.  Pharmacia  remains
liable for Monsanto's  performance under these defense and indemnity agreements.
In both agreements,  generally, we are responsible for varietal/seed performance
issues, and Monsanto is responsible for failure of the genes.

Cotton Technology Licenses for Countries Outside the United States

In February 1996, D&PL and Monsanto  executed an Option Agreement  (subsequently
amended in December  1999) which provides us with option rights for an exclusive
license for  Monsanto's  Bollgard  and other genes active  against  lepidopteran
insects in each country outside the United States where Monsanto  commercializes
such  genes in  cotton  (except  for  Australia  where we have an  option  for a
non-exclusive  license to such genes and India where we have no option rights to
such genes),  option rights to non-exclusive  licenses to Roundup Ready genes in
cotton  in all  countries  outside  the  United  States,  and  option  rights to
non-exclusive licenses for all countries for any gene that may be commercialized
by Monsanto that enhances the fiber characteristics of cotton. The terms of such
licenses must be offered and  negotiated  in good faith.  All such licenses that
are  non-exclusive  must provide us most  favored  licensee  status.  The Option
Agreement remains in effect so long as the Bollgard  Agreement and Roundup Ready
Agreement  for the  United  States  remain in  effect.  Pursuant  to the  Option
Agreement,  Monsanto and D&PL (or D&PL's affiliates or joint venture  companies)
have entered into exclusive  Bollgard  licenses for seven countries  outside the
United  States and a  non-exclusive  license for  lepidopteran  active genes for
Australia,  as well as  non-exclusive  Roundup Ready licenses for four countries
outside the United States.

Herbicide Tolerance for Soybeans

In February  1997,  D&PL and Monsanto  executed a Roundup Ready Soybean  License
Agreement  which provided for  commercialization  of Roundup Ready soybean seed.
Effective  September  1, 2001,  D&PL and Monsanto  executed a new Roundup  Ready
Soybean  License  and  Seed  Services  Agreement  (the  "Roundup  Ready  Soybean
Agreement")  for 2001 and future  years.  The Roundup  Ready  Soybean  Agreement
grants a  non-exclusive  license  to D&PL to  produce  and to sell in the United
States soybean seed containing  Monsanto's Roundup Ready gene. The Roundup Ready
gene  makes  soybean   plants   tolerant  to  contact  with  Roundup   herbicide
applications when used in accordance with product  instructions.  Similar to the
Bollgard  Agreement  and the Roundup Ready  Agreement  for cotton,  farmers must
execute limited use sublicenses in order to purchase soybean seed containing the
Roundup Ready gene. The royalty charged to the seed partners, including D&PL, is
set annually by  Monsanto.  We receive a portion of the royalty for our services
under the Roundup Ready Soybean Agreement and may receive additional  incentives
based on a separate licensee incentive agreement. We have the right to terminate
the  Roundup  Ready  Soybean  Agreement  at our  option  upon 90 days  notice to
Monsanto; Monsanto may terminate the agreement only for cause. Unless terminated
sooner, the Roundup Ready Soybean Agreement will expire December 31, 2012.

Since  1987,  we have  conducted  research  to develop  soybean  plants that are
tolerant to certain DuPont Sulfonylurea  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 STS(R)
herbicide-tolerant  trait is not genetically engineered,  sale of this seed does
not require  government  approval,  although the herbicide to which they express
tolerance must be EPA approved.

Transformation, Enabling and Other Technologies

In March 1998,  D&PL and the United  States of America,  as  represented  by the
Secretary of Agriculture (USDA) were granted United States Patent No. 5,723,765,
entitled  "Control Of Plant Gene  Expression".  Subsequently,  two other patents
(United States Patent Nos.  5,925,808 and 5,977,441) were granted under the same
title.  These  patents for the  Technology  Protection  System  resulted  from a
concept  developed  by  research  scientists  employed by both D&PL and the U.S.
Department of  Agriculture's  Agricultural  Research Service  ("USDA-ARS").  The
patents  broadly  cover all  species of plants  and seed,  both  transgenic  and
conventional,  for a system  designed to allow control of progeny seed viability
without harming the crop. One application of the technology  could be to control
unauthorized  planting of seed of proprietary varieties (sometimes called "brown
bagging") by making such a practice  non-economic  since unauthorized saved seed
will not  germinate,  and,  therefore,  would be useless for  planting.  Another
application  of the technology  would be to prevent the unlikely  possibility of
transfer of transgenes,  through  pollen,  to closely related species of plants.
These patents have the prospect of opening significant worldwide seed markets to
the sale of transgenic technology in varietal crops in which crop seed currently
is saved and used in  subsequent  seasons as  planting  seed.  D&PL and the USDA
executed a  commercialization  agreement  on July 6, 2001,  for this  technology
giving us the exclusive  right to market this  technology.  Once  developed,  we
intend  licensing  of this  technology  to be  widely  available  to other  seed
companies.
<PAGE>

In July  1999,  United  States  Patent No.  5,929,300,  entitled  "Pollen  Based
Transformation  System  Using Solid  Media," was issued to the United  States of
America as  represented  by the  Secretary of  Agriculture  (USDA).  This patent
covers transformation of plants. The patent for the Pollen Transformation System
resulted from a research program  conducted  pursuant to a Cooperative  Research
and Development Agreement between D&PL and the USDA-ARS in Lubbock,  Texas. D&PL
and the USDA  executed on December  18,  2000,  a  commercialization  agreement,
providing  us  exclusive  rights to market  this  technology  to third  parties,
subject to certain rights reserved to the USDA. This transformation  method uses
techniques  and plant  parts that are not  covered  by  currently  issued  plant
transformation  U.S. patents held by others. It is a method which should be more
efficient  and  effective  than  many  other  plant  transformation   techniques
currently  available.  This patent and the  marketing  rights apply to all plant
species on which this method of transformation is effective.

The  technologies  described above resulted from basic research and will require
further  development in order to be used in commercial seed. We estimate that it
will be several  years before  either of these  technologies  could be available
commercially. In addition, we have rights to other transformation,  enabling and
other  technologies that are useful to our research and commercial  efforts and,
in some cases, may be sublicensed to others.

Other

We have  licensing,  research  and  development,  confidentiality  and  material
transfer  agreements  with  providers of technology  that we are  evaluating for
potential  commercial  applications and/or  introduction.  We also contract with
third  parties  to  perform  research  on our  behalf  for  enabling  and  other
technologies that we believe have potential commercial  applications in varietal
crops around the world.

Commercial Seed

The following  table  presents the number of commercial  cottonseed  and soybean
seed varieties we sold in the years ended August 31, 2003 and 2002:

                                             2003                  2002
                                        ---------------      ---------------
Cotton
     Conventional                                  20                   24
     Bollgard                                       5                    6
     Roundup Ready                                 14                   16
     Bollgard/Roundup Ready                        14                   16
     Bollgard II/Roundup Ready                      2                    -
                                       ---------------       ---------------
                                                   55                   62
                                       ===============       ===============
Soybeans
     Conventional                                   1                    2
     Roundup Ready                                 15                   10
     STS                                            2                    2
                                       ---------------       --------------
                                                   18                   14
                                       ===============       ==============

In addition to the above, in 2003, we had 76 experimental cotton varieties and 6
experimental   soybean   varieties   in  late   stage   development   prior   to
commercialization.  In 2002,  we had 59  experimental  cotton  varieties  and 11
experimental   soybean   varieties   in  late   stage   development   prior   to
commercialization.

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

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

<PAGE>

patent laws make unlawful any unauthorized  planting of seed containing patented
technology, such as Bollgard and Roundup Ready, saved from prior crops.

We farm approximately  3,000 acres in the U.S.,  primarily for research purposes
and for production of cotton and soybean foundation seed. Additionally,  we have
annual  agreements with various growers to produce seed for cotton and soybeans.
The growers plant parent seed  purchased  from us and follow  quality  assurance
procedures  required  for  seed  production.   If  the  grower  adheres  to  our
established quality assurance standards throughout the growing season and if the
seed meets our standards upon harvest, we may be obligated to purchase specified
minimum quantities of seed, usually in our first and second fiscal quarters,  at
prices equal to the commodity market price of the seed plus a grower premium. We
then condition the seed for sale.

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

Revenues  from  domestic  seed sales are  recognized  when the seed is  shipped.
Revenues from Bollgard and Roundup Ready  licensing fees are recognized when the
seed is  shipped.  Domestically,  the  licensing  fees  charged to  farmers  for
Bollgard and Roundup  Ready  cottonseed  are based on  pre-established  planting
rates for nine  geographic  regions and consider the  estimated  number of seeds
contained  in each bag  which may vary by  variety,  location  grown,  and other
factors.

International  export revenues are recognized upon the later of when the seed is
shipped or the date  letters of credit (or  instruments  with  similar  security
provisions) are confirmed. Generally, international export sales are not subject
to return. Generally, all other international revenues from the sale of planting
seed,  less  estimated  reserves for returns,  are  recognized  when the seed is
shipped.

Domestically,  we promote  our cotton and soybean  seed  directly to farmers and
sell our  seed  through  distributors  and  dealers.  All of our  domestic  seed
products  (including those containing  Bollgard and Roundup Ready  technologies)
are  subject to return and credit  risk,  the effects of which vary from year to
year. The annual level of returns and,  ultimately,  net sales are influenced by
various factors,  principally  commodity prices and weather conditions occurring
in the spring planting season during our third and fourth  quarters.  We provide
for estimated  returns as sales occur.  To the extent actual returns differ from
estimates,   adjustments  to  our  operating  results  are  recorded  when  such
differences  become  known,  typically in our fourth  quarter.  All  significant
returns  occur and are  accounted  for by fiscal year end. We also offer various
sales incentive  programs for seed and  participate in such programs  related to
the Bollgard and Roundup Ready  technology fees offered by Monsanto.  Generally,
under these programs,  if a farmer plants his seed and the crop is lost (usually
due to inclement  weather) by a certain date, a portion of the price of the seed
and  technology  fees are  forgiven or rebated to the farmer.  The amount of the
refund and the impact to D&PL depends on a number of factors  including  whether
the farmer can replant the crop that was destroyed.  We record monthly estimates
to account for these programs.  The majority of program rebates occur during the
second and third quarters.  Essentially all material claims under these programs
have occurred or are accounted for by fiscal year end.

Availability of Information on Our Website

Additional  information  (including  our annual  report on Form 10-K,  quarterly
reports  on Form  10-Q,  current  reports  on Form 8-K and  amendments  to those
reports  filed or furnished  pursuant to Section 13(a) and 15(d) of the Exchange
Act)  is  available  at  our  website  at  www.deltaandpine.com  under  Investor
Relations,  as soon as reasonably  practicable after we electronically file such
material with the Securities and Exchange Commission.

Outlook

From  time to time,  we 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,  we note that a variety of factors  could cause our actual  results
and  experience  to differ  materially  from the  anticipated  results  or other
expectations  expressed  in  our  forward-looking   statements.  The  risks  and
uncertainties  that may  affect the  operations,  performance,  development  and
results of our business include those noted elsewhere in this Item and in "Risks
and Uncertainties" in Item 7.

<PAGE>

ITEM 2.   PROPERTIES

We maintain  facilities  primarily used for research,  delinting,  conditioning,
storage  and  distribution.   Our  world   headquarters  is  located  in  Scott,
Mississippi.  This location is used for corporate  offices,  quality  assurance,
research and development,  sales and marketing, seed production,  and cottonseed
delinting, conditioning and storage.

Our other owned cottonseed delinting, conditioning and storage facilities in the
United States are in: Eloy, Arizona; Hollandale,  Mississippi; and Aiken, Texas.
We  own a  soybean  processing  plant  in  Harrisburg,  Arkansas.  We  also  own
cottonseed  delinting  facilities  in  Narromine,  New South  Wales,  Australia;
Groblersdal,  South  Africa;  Canas,  Costa  Rica;  Shijiazhuang,  Hebei,  China
(through a Chinese joint venture);  Hefei City, Anhui,  China (through a Chinese
joint venture);  and Avia Terai,  Chaco,  Argentina  (through an Argentine joint
venture).  We also own facilities in Tunica,  Mississippi and Chandler,  Arizona
that are not currently in use.

Our plant breeders  conduct  research at eight  company-owned  facilities in the
United States.  We also own a research  facility in Australia and lease research
facilities in Brazil and Greece. In connection with our foundation seed program,
we lease land in the United States, Argentina,  Australia,  Brazil, China, Costa
Rica, South Africa, and Turkey.

All owned properties are free of encumbrances.  We lease other various warehouse
space.  We  believe  that all of our  facilities,  including  our  conditioning,
storage and research  facilities,  are well maintained and generally adequate to
meet  our  needs  for  the  foreseeable  future.  (See  "Liquidity  and  Capital
Resources" in Item 7).

PRINCIPAL COMPANY LOCATIONS, AFFILIATES AND SUBSIDIARIES:

World Headquarters
Scott, Mississippi, USA

Research Centers                        Operations Facilities
Scott, Mississippi, USA                 Scott, Mississippi, USA
Winterville, Mississippi, USA           Hollandale, Mississippi, USA
Maricopa, Arizona, USA                  Eloy, Arizona, USA
Tifton, Georgia, USA                    Harrisburg, Arkansas, USA
Hartsville, South Carolina, USA         Aiken, Texas, USA
Hale Center, Texas, USA                 Lubbock, Texas, USA
Haskell, Texas, USA                     Avia Terai, Chaco, Argentina
Lubbock, Texas, USA                     Narromine, New South Wales, Australia
Narrabri, New South Wales, Australia    Canas, Costa Rica
Capinopolis, Minas Gerais, Brazil       Hefei City, Anhui, People's Republic
Canas, Costa Rica                          of China
Larissa, Greece                         Shijiazhuang, Hebei, People's Republic
                                           of China
                                        Groblersdal, South Africa

                                        Foreign Offices
                                        Narrabri, New South Wales, Australia
                                        Uberlandia, Minas Gerais, Brazil
                                        Canas, Costa Rica
                                        Thessaloniki, Greece
                                        Mexicali, Mexico
                                        Mexico City, Mexico
                                        Wassenaar, The Netherlands
                                        Beijing, People's Republic of China
                                        Groblersdal, South Africa
                                        Seville, Spain
                                        Adana, Turkey
                                        Izmir, Turkey

<PAGE>

ITEM 3.  LEGAL PROCEEDINGS

The following sets forth all known pending litigation and a description of other
legal matters.

Product Claims

D&PL and Monsanto are named as defendants in a lawsuit filed in Hockley  County,
Texas, on April 14, 1999. This lawsuit was removed to the United States District
Court, Lubbock Division, but subsequently remanded back to the state court. This
case was tried to a jury in August of 2002, and an adverse  verdict was returned
against D&PL and Monsanto. This case is presently on appeal to the 7th Appellate
Court  District  (Amarillo  Division).  In this case the plaintiff  alleged that
certain cottonseed  acquired from the Paymaster division of D&PL did not perform
as the farmer had anticipated and as allegedly represented to him.

D&PL and  Monsanto  were  named as  defendants  in a lawsuit  filed in the 106th
Judicial District Court of Gaines County, Texas, on April 27, 2000. In this case
the plaintiff alleges, among other things, that certain cottonseed acquired from
D&PL that contained the Roundup  Ready(R) gene did not perform as the farmer had
anticipated.  D&PL and Monsanto are  investigating  the claims to determine  the
cause or causes of the alleged problem. Pursuant to the terms of the February 2,
1996 Roundup Ready Gene License and Seed Service  Agreement  (the "Roundup Ready
Agreement"),  D&PL has  tendered  the  defense  of this  claim to  Monsanto  and
requested  indemnity.  Pursuant  to the  Roundup  Ready  Agreement,  Monsanto is
contractually  obligated to defend and indemnify D&PL against all claims arising
out of the failure of the Roundup(R)  glyphosate tolerance gene and Monsanto has
agreed to do so. D&PL will not have a right of  indemnification  from  Monsanto,
however,  for any claim involving  defective varietal  characteristics  separate
from or in  addition  to the  herbicide  tolerance  gene  and  such  claims  are
contained in this litigation.

D&PL was  named as a  defendant  in two  lawsuits  filed in the  110th  Judicial
District Court of Floyd County,  Texas; one suit was filed October 16, 2002, and
the other November 21, 2002. In each of these cases the  plaintiffs  allege that
the  seed  purchased  from  D&PL  failed  to  perform  as  represented  and seek
compensatory  damages for crop losses  incurred  during the 2002 growing season.
Although these lawsuits involve a cotton variety that contains the Roundup Ready
gene, no claim against  Monsanto was alleged,  nor was there any allegation that
Monsanto technology caused or contributed to plaintiffs'  claims.  Thus, it does
not presently appear that Monsanto is  contractually  obligated to defend and/or
indemnify D&PL in the Floyd County cases. D&PL is presently  investigating these
claims to determine the causes of the alleged problems.

D&PL and Monsanto and various  retail seed  suppliers  were named in six pending
lawsuits in the State of South  Carolina.  One lawsuit  was filed  November  15,
1999, in the Beaufort Division of the United States District Court,  District of
South  Carolina;  two of the other cases were filed on November 15, 1999, in the
Court of Common  Pleas of Hampton  County,  South  Carolina.  The two 1999 state
court lawsuits were removed to the United States District Court for the District
of South  Carolina  but were  subsequently  remanded  back to the state court in
which they were filed. The remaining three lawsuits were filed July 29, 2002, in
the Court of Common  Pleas of Hampton  County,  South  Carolina.  The 2002 state
court filing of one of those cases was removed to United States  District  Court
for the District of South Carolina, Beaufort Division, but has now been remanded
back to Hampton  County.  In each of these cases the  plaintiff  alleges,  among
other things,  that certain seed acquired from D&PL which  contained the Roundup
Ready  gene  and/or  the  Bollgard(R)  gene did not  perform  as the  farmer had
anticipated.  These lawsuits also include  varietal claims aimed solely at D&PL.
One of the 1999 cases filed in Hampton  County as well as the 1999 case filed in
the United States District Court seek class action  treatment for all purchasers
of certain  D&PL  varieties  which  contain the  Monsanto  technology.  D&PL and
Monsanto are  continuing  to  investigate  the claims to determine  the cause or
causes  of the  alleged  problem.  Pursuant  to the terms of the  Roundup  Ready
Agreement and the Bollgard Agreement between D&PL and Monsanto, D&PL has a right
to be contractually indemnified against all claims arising out of the failure of
Monsanto's  gene  technology.  D&PL  will not  have a right to  indemnification,
however, from Monsanto for any claim involving varietal characteristics separate
from or in addition to the failure of the  Monsanto  technology  and such claims
are contained in each of these lawsuits.

D&PL was named in four lawsuits filed in the State of Mississippi.  One suit was
filed in the  Circuit  Court of  Webster  County on August 10,  2001.  That suit
alleges that the seed  purchased by plaintiff  failed to perform as  represented
and seeks damages for crop losses incurred during the

<PAGE>

1999  growing  season.  Two lawsuits  were filed in the Circuit  Court of Holmes
County, Mississippi;  one was filed March 14, 2002, and the second on August 19,
2002. Both cases include numerous plaintiffs who allege that certain cotton seed
sold  by D&PL  was  improperly  mixed  or  blended  and  failed  to  perform  as
advertised.  In the second Holmes County  lawsuit,  D&PL has filed a Third Party
Complaint  which seeks a declaration  that its insurers are  responsible for the
cost of defending the action and for full indemnification of D&PL in the event a
judgment is rendered  against it. Another lawsuit was filed in the Circuit Court
of Noxubee County on August 12, 2002, and involves a third-party complaint filed
by a local seed  distributor who was sued by a local farmer in a complaint which
alleges that certain seed sold by the complaining  distributor  failed to comply
with federal and state seed law  requirements.  D&PL is presently  investigating
all of these  claims to determine  the cause or causes of the alleged  problems.
None of the  Mississippi  lawsuits  allege  that the  Monsanto  gene  technology
failed, and accordingly,  it does not appear that D&PL has a claim for indemnity
or defense under the terms of any Gene Licensing Agreement with Monsanto.

D&PL, along with Monsanto,  were named in two companion cases filed in the State
of Georgia.  One was filed in the United  States  District  Court for the Middle
District of Georgia,  Albany Division,  on April 5, 2002; and the other case was
filed in the Superior  Court of Fulton County,  Georgia,  on April 29, 2002. The
case filed in Fulton County was removed to the United States  District  Court on
May 28, 2002.  The cases were  consolidated  into a single action pending before
the United States District Court for the Middle  District of Georgia,  but were,
on motion of D&PL and Monsanto,  transferred to the United States District Court
for the Eastern  District of Missouri by Order dated August 26, 2003. Both suits
allege that seed purchased by plaintiffs  from D&PL,  and  technology  purchased
from Monsanto, failed to perform as represented and seek damages for crop losses
during the 1998 growing season;  the lawsuit further alleges that certain cotton
varieties sold by D&PL suffered from a disease or malady known as "bronze wilt."
Pursuant to the terms of the Roundup  Ready  Agreement,  D&PL has  tendered  the
defense of these claims to Monsanto  and  requested  indemnity.  Pursuant to the
terms of the Roundup Ready  Agreement,  Monsanto is  contractually  obligated to
defend and indemnify  D&PL against all claims  arising out of the failure of the
Roundup  glyphosate  tolerance gene. D&PL will have no right of  indemnification
from  Monsanto,  however,  for  any  claim  involving  varietal  characteristics
separate from or in addition to the herbicide tolerance gene and such claims are
contained in this litigation.

All lawsuits related to product claims seek monetary damages. See Note 16 of the
Notes to Consolidated  Financial  Statements in Item 8 for further details about
product claims.

The case filed against D&PL in the Circuit Court of Lowndes County, Mississippi,
on July 11, 2001,  and the case filed against D&PL in the Superior  Court of the
County of Colquit,  Georgia, on October 5, 2001, have been resolved. These cases
were resolved, both individually and collectively,  without a material impact on
the Company.

Other Legal Matters

On July 15, 2003,  D&PL received a notice from Monsanto  asserting that disputes
exist among Monsanto, D&PL and D&M Partners pertaining to four matters under the
Bollgard and Roundup Ready  Licenses for the United States and two matters under
license agreements for Argentina and the Republic of South Africa, respectively.
Monsanto's notice of dispute asserts that D&PL's failure to address these issues
would be a breach of D&PL obligations under the relevant agreements and reserves
all of Monsanto's  rights under these  agreements.  In August 2003, D&PL and D&M
Partners  responded to Monsanto's  positions on each issue and notified Monsanto
of three additional  disputes,  each concerning  Monsanto's  compliance with its
obligations under the Bollgard and Roundup Ready Licenses for the United States.
In accordance with the dispute resolution  provisions of the subject agreements,
the  issues  raised  in  Monsanto,  D&PL and D&M  Partners'  notices  have  been
submitted to a panel of senior executives. D&PL is committed to participating in
good faith  resolution of the issues in dispute.  Any issues not resolved by the
executive  panel may be  submitted  to binding  arbitration  as  provided in the
relevant agreements.

On July 23, 2003, D&PL was named as a defendant along with a local resident in a
lawsuit filed in the Circuit Court of Dunklin  County,  Missouri.  This case was
removed  to the  United  States  District  Court  for the  Eastern  District  of
Missouri,  Southwest  Division,  on August 22, 2003,  and a motion to remand the
case back to state court is now pending. The lawsuit alleges that D&PL committed
certain  business  torts,  including  malicious  prosecution  of a civil action,
interference with contractual relationships and other claims when D&PL pursued a
claim in an earlier  lawsuit  against  the  plaintiff  in this  litigation.  The
defense  of this  claim has been  tendered  to D&PL's  liability  and  insurance
carriers.  D&PL's  insurance  carriers  have agreed to provide a defense to this
action and indemnity subject to the reservation of certain specific rights. This
case is in the very early pre-trial phase and initial discovery is now ongoing.

On December 11, 2002,  D&PL filed a suit in the Circuit Court of Holmes  County,
Mississippi,  against  Nationwide  Agribusiness  and other  insurance  companies
seeking a declaration  that the  allegations of the Holmes  County,  Mississippi
lawsuits  referenced  under "Product  Claims"  immediately  above are covered by

<PAGE>

D&PL's  comprehensive  general liability and umbrella liability  policies.  This
case was removed by the  defendants to the United States  District Court for the
Southern  District  of  Mississippi  where a Motion to Remand  the case to state
court is now pending.  In this  litigation,  D&PL seeks a  declaration  that its
insurers  are  responsible  for the cost of  defending  such  actions,  and full
indemnification  of D&PL in the event a judgment  is  rendered  against it based
upon the seed mix claim alleged by plaintiffs.  D&PL alleges in this  litigation
that the  allegations  of  plaintiffs'  complaint  are covered by one or more of
D&PL's insurance policies issued by the defendant insurance companies.

On November 20, 2002, D&PL filed suit in the Circuit Court of Washington County,
Mississippi,  against its fire insurance carrier,  Reliance Insurance Company of
Illinois.  That suit seeks recovery of seed inventory lost, damaged or destroyed
during a fire that occurred in November 1999 at D&PL's  Hollandale,  Mississippi
facility.  A Stay Order has now been entered in this case pursuant to the powers
of the  Receiver  of Reliance  Insurance  Company of  Illinois,  which is now in
liquidation.

In July 2002,  Syngenta  Biotechnology,  Inc.  ("SBI")  brought suit in the U.S.
District  Court in Delaware  alleging  that D&PL's  making,  using,  selling and
offering to sell cotton planting seed containing Monsanto's Bt genes, being sold
under  the  trade  name  Bollgard,  infringes  U.S.  Patent  6,051,757  entitled
"Regeneration Of Plants Containing Genetically Engineered T-DNA." The suit seeks
a preliminary and permanent injunction against D&PL and Monsanto against further
acts of  alleged  infringement,  contributory  infringement  and  inducement  of
infringement  of SBI's patent and recovery of damages for an unspecified  amount
including  treble  damages  on  account  of  the  defendants'   alleged  willful
infringement.  D&PL has demanded that  Pharmacia  Corporation  and Monsanto each
agree to defend D&PL in this suit and to indemnify D&PL against damages, if any,
which may be awarded.  Monsanto has assumed the defense of D&PL and has filed an
answer generally  denying  infringement and other claims made in the litigation.
D&PL is assisting Monsanto to the extent reasonably necessary for the conduct of
the litigation. This suit is in the pretrial phase.

In May  2002,  Pharmacia  Corporation  filed a suit in state  court in  Missouri
against D&PL International Technology Corp. ("DITC"), D&PL's subsidiary, seeking
a  declaratory  judgment  that it was  entitled  to invoke  the  cross  purchase
provision  in the  Operating  Agreement  for D&M  International,  LLC, a limited
liability  company  jointly  owned by Pharmacia  and DITC.  In the  alternative,
Pharmacia  sought a declaratory  judgment that DITC was deemed to have consented
to Pharmacia's  transfer of the Operating Agreement to Monsanto and its issuance
and  transfer of shares of  Monsanto's  stock.  DITC moved to dismiss on June 6,
2002,  because the case was moot and did not present a justiciable  controversy,
in that DITC had already  invoked its rights under the cross purchase  provision
and had caused Pharmacia's  interest in D&M  International,  LLC to be redeemed.
Instead of answering DITC's motion,  on or about June 13, 2002,  Pharmacia filed
an amended petition, dropping all of its prior claims, and seeking a declaratory
judgment that DITC has no  contractual  rights to enjoin  Pharmacia from selling
its shares of Monsanto or to seek damages for  Pharmacia's  prior initial public
offering of  Monsanto's  shares to the  public.  DITC moved to dismiss the suit,
since it had never  threatened to enjoin the spin-off,  and, in the alternative,
moved for a more  definite  statement.  On October 12,  2002,  the Court  denied
DITC's  motion  to  dismiss  but  granted  DITC's  motion  for a  more  definite
statement.  Pharmacia  filed a Second Amended  Petition on October 30, 2002, and
DITC filed a motion to dismiss the Second Amended Petition on November 19, 2002.
On January 14, 2003, the Court denied DITC's motion to dismiss,  and the case in
now in discovery.

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

A corporation owned by the son of D&PL's former  Guatemalan  distributor sued in
1989  asserting  that D&PL 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 5,292,459 Guatemalan quetzales  (approximately
$669,000 at October 31, 2003, exchange rates) and an injunction  preventing D&PL
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.  D&PL  continues to make seed  available for sale in Central
America and Mexico.
<PAGE>

D&PL vs. Monsanto Company and Pharmacia Corp.

On December  20,  1999,  Monsanto  withdrew its  pre-merger  notification  filed
pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR Act")
effectively  terminating  Monsanto's efforts to gain government  approval of the
merger  of  Monsanto  with D&PL  under the May 8,  1998,  Merger  Agreement.  On
December  30,  1999,  D&PL  filed  suit  (the  "December  30 Suit") in the First
Judicial  District of Bolivar County,  Mississippi,  seeking among other things,
the  payment  of the $81  million  termination  fee due  pursuant  to the merger
agreement,  compensatory  damages and punitive damages. On January 2, 2000, D&PL
and Monsanto  reached an agreement  whereby D&PL would  withdraw the December 30
Suit, and Monsanto would  immediately  pay the $81 million.  On January 3, 2000,
Monsanto paid to D&PL a termination fee of $81 million as required by the merger
agreement.  On  January  18,  2000,  D&PL filed a suit (the  "January  18 Suit")
reinstating  essentially  all of the  allegations  contained  in the December 30
Suit. The January 18 Suit by D&PL against Monsanto seeks in excess of $1 billion
in compensatory  and $1 billion in punitive damages for breach of contract under
the merger agreement  between the parties.  D&PL alleges that Monsanto failed to
make its best efforts,  commercially  reasonable efforts, and/or reasonable best
efforts to obtain  antitrust  approval from the U.S.  Department of Justice,  as
required  under the terms of the merger  agreement.  D&PL also seeks damages for
breach of the January 2, 2000,  agreement  pursuant to which the parties were to
negotiate  for two weeks to resolve  the dispute  over  failure of the merger to
close.

The parties  litigated for several months over the appropriate forum to hear the
case.  A  Delaware  Court of  Chancery  ruling  rejected  Monsanto's  attempt to
maintain the action in Delaware  and  returned the parties to the Circuit  Court
for the First Judicial District of Bolivar County, Mississippi. Monsanto filed a
motion for summary  judgment on the breach of contract claims alleging that D&PL
suffered no cognizable damages as a result of the failed merger. On December 18,
2000,  D&PL amended its  complaint to include a claim for tortious  interference
with prospective business relations on the grounds that Monsanto's  unreasonable
delay  prevented  the  consummation  of the merger and kept D&PL from being in a
position  to enter  into  transactions  and  relationships  with  others  in the
industry.  In light of the merger of Monsanto  into  Pharmacia  & Upjohn,  Inc.,
after the filing of the original complaint, D&PL named both Pharmacia Corp. (the
renamed existing  defendant) and Monsanto Company (a newly spun-off  subsidiary)
as  defendants  in the  amended  complaint.  D&PL  filed two  motions  to compel
additional  discovery from  Monsanto.  Pharmacia and Monsanto filed a motion for
summary   judgment  and  a  motion  to  dismiss  the  added  claim  of  tortious
interference contained in the amended complaint.  Pharmacia and Monsanto alleged
that they were entitled to 1) dismissal of the action on the grounds that D&PL's
amended complaint did not satisfy any of the elements of a tortious interference
claim and, thus, did not state a viable claim;  and 2) summary  judgment because
D&PL has not suffered any injury as a result of Monsanto's  actions. On November
15, 2001, the Circuit Court denied the defendants'  motion for summary  judgment
on the breach of contract  claims,  holding  that the case  presents  issues for
trial by jury.  The Court  also  denied  defendants'  motion to  dismiss  or for
summary  judgment  on  D&PL's  claim for  tortious  interference  with  business
relationships.  The Court also granted substantially all of the discovery sought
by D&PL in its motion to compel.  The judge to whom this case was  assigned  has
retired and a new judge has been  appointed.  On September  12,  2003,  Monsanto
amended its answer to include four counterclaims  against D&PL,  alleging breach
of  contract,  fraudulent  inducement,  and  negligent  misrepresentation.   The
fraudulent  inducement and negligent  misrepresentation  claims allege that D&PL
misrepresented  the status of the  Department  of Justice's  investigation  into
D&PL's  acquisition  of the Sure  Grow  companies  prior to the  signing  of the
Agreement.  The breach of  contract  claim  alleges  that D&PL  failed to notify
Monsanto that D&PL had sustained a material  adverse  change,  where the alleged
adverse  change  resulted  from the conduct that D&PL seeks  damages for in this
litigation.  The breach of contract  claim also  alleges that D&PL failed to use
requisite  efforts to inform  Monsanto  that  Monsanto  was not using  requisite
efforts to complete the transaction. Monsanto is seeking unspecified damages for
its  counterclaims,  including  the $81  million  paid by  Monsanto to D&PL as a
termination fee and related expenses.  D&PL answered the counterclaims,  denying
all   liability,   and  D&PL  intends  to   vigorously   defend   against  these
counterclaims. The parties are currently in discovery, and the Court has ordered
an April 2004 fact-discovery  deadline as well as other deadlines from that date
until April 15, 2005, when pre-trial statements are due to the court. Therefore,
the trial is not expected to occur prior to April 15, 2005.

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

Not applicable.

<PAGE>

                                     PART II

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

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

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

FYE August 31, 2003
Market Price Range - Low         $17.96      $19.18       $18.70       $21.78
High                              20.79       20.96        24.02        25.30

FYE August 31, 2002
Market Price Range - Low         $16.23      $18.94       $17.49       $17.49
High                              21.22       22.63        21.47        20.13


Annual  dividends  of $0.27  and  $0.20  per  share  were paid in 2003 and 2002,
respectively.  The Board of Directors  anticipates  that quarterly  dividends of
$0.10 per share will  continue to be paid in the future;  however,  the Board of
Directors  reviews this policy  quarterly.  Aggregate  dividends  paid on common
shares in 2003 were $10.3 million and should  approximate $15.2 million in 2004.
Aggregate  dividends  paid on  preferred  shares in 2003 were $0.3  million  and
should approximate $0.4 million in 2004.

On  October  31,  2003,  there  were  approximately  6,000  shareholders  of our
38,086,128 outstanding common shares.

Equity Compensation Plan Information

<TABLE>
<S>                            <C>                             <C>                             <C>
                              Number of securities
                               to be issued upon               Weighted average             Number of securities
                                  exercise of                   exercise price             remaining available for
                              outstanding options,         of outstanding options,      future issuance under equity
Plan category                 warrants and rights            warrants and rights             compensation plan
-------------                 -------------------            -------------------             -----------------

Equity compensation plans
approved by security holders        3,983,982                      $ 18.82                         1,121,686

Equity compensation plans not
approved by security holders            -                             -                                -
</TABLE>



<PAGE>


ITEM 6.  SELECTED FINANCIAL DATA

<TABLE>
<S>                                           <C>               <C>             <C>              <C>          <C>
FINANCIAL HIGHLIGHTS                   (In thousands, except per share amounts)
----------------------------------------------------------------------------------------------------------------------
                                        As of and for the Year Ended August 31,
----------------------------------------------------------------------------------------------------------------------

                                              2003            2002            2001            2000           1999
                                           -----------     ------------    -----------     -----------    ------------
Operating Results:
Net sales and licensing fees                 $281,276         $257,807       $305,806        $301,181        $260,465
Special charges and unusual
   items(1)                                      (962)               -         (6,301)         71,233         (29,884)
Net income                                     27,805           30,339         32,307          79,326           7,573
Balance Sheet Summary:
Current assets                               $355,261         $308,468       $337,737        $313,701        $217,543
Current liabilities                           204,050          174,124        208,041         215,315         174,947
Working capital                               151,211          134,344        129,696          98,386          42,596
Total assets                                  431,552          383,142        411,521         390,134         295,758
Long-term debt                                  1,557            1,176          2,836           2,482          17,000
Stockholders' equity                          217,107          202,207        188,408         159,628          89,404
Per Share Data:
Net income - Diluted                            $0.70            $0.76          $0.81           $1.98           $0.18
Book value                                       5.70             5.27           4.90            4.15            2.33
Cash dividends per common share                  0.27             0.20           0.15            0.12            0.12
Weighted average number of shares
   used in net income per share
   calculation -  Diluted                      39,594           39,781         40,111          40,159          40,973
----------------------------------------------------------------------------------------------------------------------
</TABLE>




(1)  In 2003, we reported (a) a $0.6 million  special charge for the closings of
     two U.S.  locations and (b) a $0.4 million special charge for reductions in
     the number of employees at an international  wholly-owned subsidiary and an
     international  joint  venture.  In 2001,  we  reported  (a) a $3.0  million
     special  charge for the  closing of a  delinting  plant and a write down of
     other long-lived assets to be disposed of and (b) a $3.3 million charge for
     severance pay related to the plant closing and reductions in operations and
     corporate staffs.  In 2000, we reported the $81 million merger  termination
     fee,  net of related  expenses,  as an unusual  income  item.  In 1999,  we
     reported (a) special  charges for  inventory  write-offs  of $15.2  million
     resulting from our decision to purchase  additional  seed in 1999 to ensure
     that  ample  seed  of  both  transgenic  and  conventional  varieties  were
     available and due to lower than expected soybean sales, (b) special charges
     of  approximately  $9.0 million  related to the now failed  acquisition  by
     Monsanto,  (c)  nonrecurring  charges  for  severance  pay  and  relocation
     expenses  of $2.0  million  related  to a  reorganization  of the sales and
     marketing and technical services divisions and (d) the loss on the disposal
     of fixed assets and other special charges of $3.7 million.


<PAGE>


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

Overview

Our financial  results for the fiscal year ended August 31, 2003, were adversely
impacted by a decrease in cotton  acreage  planted in the U.S. In a report dated
June 30, 2003,  the United States  Department of Agriculture  ("USDA")  reported
that upland cotton  acreage  planted in the U.S. was expected to be 13.5 million
acres in 2003, down from 13.7 million acres in 2002 and that in cotton-producing
states east of Texas, which represents our most lucrative selling region, cotton
acreage  declined  almost 400,000 acres.  We believe the acreage  reduction that
occurred  in 2002 was  primarily  driven by  market  forces - low  cotton  fiber
prices, relatively higher soybean and corn prices, and the late enactment of the
2002 Farm Bill.  In 2003,  we believe  inclement  weather,  including  excessive
spring rains, caused the additional decrease in acreage in 2003 in areas east of
Texas.  Crop  destruct and replant  program  claims also  increased due to heavy
rains, hail storms and high winds in various regions of Texas, Oklahoma, Kansas,
and in the northern areas of the cotton belt east of Texas after  cottonseed was
planted. Under the crop destruct program, if a farmer plants transgenic seed and
his crop is  destroyed  within  sixty days of  planting,  Monsanto,  after field
inspection,  may forgive or waive the technology fee on the affected acreage. In
some areas, a portion of the seed price may also be refunded to the grower. Crop
destruct  and crop replant  program  claims  resulted in higher  rebates than we
experienced in 2002, which negatively impacted our financial results.

On a  positive  note,  we were able to  increase  our  revenue in 2003 over 2002
despite the  reduction  in cotton  acres in the U.S.  The revenue  increase  was
primarily due to the introduction of higher-priced  varieties,  a shift in sales
from single-gene transgenic varieties to more profitable stacked-gene varieties,
and an  increase  in soybean  sales.  We  successfully  introduced  a new cotton
variety, DP 555 BG/RR, in 2003 which was priced at a premium to our other cotton
products. The USDA reported that DP 555 BG/RR was planted on almost nine percent
of U.S.  cotton  acres in 2003.  This made it the most  popular  cotton  variety
planted  in  2003,  its  first  year of  commercial  launch.  Likewise,  growers
purchased  more stacked  varieties in 2003 compared to 2002.  Stacked  varieties
contain both Monsanto's  Bollgard and Roundup Ready gene  technologies and carry
higher fees than single gene products.  Soybean sales also increased in 2003 due
to a strong demand for our  varieties,  which  performed well in 2002. Our gross
margin percentage was essentially unchanged in 2003 compared to 2002 despite the
introduction  of higher  priced  products and price  increases  among our picker
cottonseed product  portfolio.  This was caused in large part by increased costs
per unit of cottonseed  sold. Wet weather that occurred  during the 2002 harvest
season severely limited the amount of seed we were able to purchase from growers
in the  Mid-South  and we were  forced to ship seed from the  western  U.S.  and
Australia. This resulted in increases in our seed costs.

Results of operations for the International  segment were lower in 2003 compared
to 2002, primarily due to lower sales in Australia,  Brazil and Greece, slightly
offset  by an  increase  in sales in China.  The  planted  acreage  to cotton in
Australia declined again in 2003 due to a prolonged drought. Despite an increase
in unit  sales  in  Brazil,  revenues  were  lower  due to the  weakness  of the
Brazilian currency against the U.S. dollar. In Greece, which has been one of our
most profitable  international  markets, sales were lower in 2003 as compared to
2002 due to excess inventory levels at our Greek distributor.

Strategic Transactions and Events

In August  2003,  we  announced  that we would begin  packaging  our  cottonseed
varieties  in bags  containing  approximately  250,000  seed in the 2004 selling
season,  as compared to  historically  packaging  our  cottonseed  varieties  in
50-pound bags. Pima and Acala varieties will continue to be packaged in 50-pound
bags.  This is intended to simplify  pricing and production  planning,  and will
help  standardize   technology  fees  and  make  inventory  management  for  our
distribution  partners  and  farmers  more  precise.  The  switch to  seed-count
packaging will result in variable bag weights.

In January 2003, we announced a  collaboration  agreement with Dow  AgroSciences
LLC  ("DAS")  under  which we will  develop,  test  and  evaluate  elite  cotton
varieties   containing  DAS  insect  resistance  traits.  We  may  commercialize
varieties   containing   DAS  insect   resistance   technology  if  we  reach  a
commercialization agreement and DAS obtains U.S. government regulatory approval.
No commercialization agreement has been reached to date.

In May 2002, we signed a product  development  agreement  with Syngenta  whereby
Syngenta will pay us for development work, including introgression,  testing and
evaluation,  of  Syngenta's  insect  resistance  technology  in our elite cotton
germplasm.   We  may  commercialize   varieties  containing   Syngenta's  insect

<PAGE>

resistance  technology  if we reach a  commercialization  agreement and Syngenta
obtains U.S.  government  regulatory  approval.  Syngenta has announced  that it
expects to receive full U.S. regulatory approval in time for the 2005 season. No
commercialization agreement has been reached to date.

In May 2002, we established  DeltaMax Cotton,  LLC, a limited  liability company
jointly owned with Verdia, a wholly-owned  subsidiary of Maxygen,  Inc. DeltaMax
Cotton,  LLC was formed to create,  develop  and  commercialize  value-enhancing
traits for the cottonseed market that will complement and/or compete with traits
available today. D&PL and Verdia each own 50% of DeltaMax Cotton, LLC. We expect
to invest in the  aggregate  up to $20 million over the next five to eight years
to fund our  portion  of  DeltaMax  Cotton,  LLC.  We have  begun  cotton  plant
transformation of both herbicide tolerance and insect resistance traits.

Other Matters

With respect to our suit against  Pharmacia  and Monsanto  Company,  the parties
remain in discovery.  The judge in our case retired  during the year and another
judge was assigned.  The case had been originally scheduled for trial in January
2004,  but this date did not fit within the trial schedule of the newly assigned
judge. A new trial date has not yet been scheduled, but the Court has ordered an
April 2004  fact-discovery  deadline as well as other  deadlines  from that date
until April 15, 2005, when pre-trial statements are due to the Court. Therefore,
the trial is not  expected to occur prior to April 15, 2005.  On  September  12,
2003, Monsanto amended its response to our lawsuit to include four counterclaims
against us.  Monsanto  is seeking  unspecified  damages  for its  counterclaims,
including  the $81 million  paid by Monsanto  to D&PL as a  termination  fee and
related expenses.  We have answered Monsanto's  counterclaims and do not believe
we have any liability.  We continue to vigorously  pursue our lawsuit and defend
Monsanto's counterclaims. Our earnings for the 2003 fiscal year were impacted by
legal  expenses of $0.21 per share during the year,  as the  discovery and other
pre-trial activities have intensified. See Item 3 for further discussion.

Outlook

Future growth in sales and earnings  will be dependent on (a) cotton  acreage in
the U.S. and around the world, (b) our ability to continue to profitably  expand
our international  operations,  (c) the successful development and launch of new
technologies  obtained from third parties with fee sharing arrangements that are
more beneficial to us than current fee sharing  arrangements and (d) our ability
to successfully  develop and launch  technologies  that we will own or have more
control over (such as those being developed by DeltaMax Cotton, LLC). Due to our
market position in the U.S., U.S. cotton acreage has a significant effect on our
sales and  earnings.  Although  we expect the 2002 Farm Bill to  stabilize  (and
potentially  increase) U.S.  cotton  acreage,  other factors such as weather and
commodity  prices at or near the time  farmers  plant  will  have a  significant
effect on farmer planting decisions and, ultimately, our operating results.

As we have  previously  announced,  we expect to provide 2004 earnings  guidance
later this year.  The current  price of cotton  fiber is at levels that have not
been reached for several years.  If cotton fiber prices  continue to increase or
maintain  present  levels,  U.S. and global  cotton acres in 2004 may  increase.
However,  as mentioned  earlier,  other factors must be considered and we do not
believe  it  is  prudent  to  estimate  2004  cotton  plantings  at  this  time.
Furthermore,  we are still receiving production seed so our ultimate seed supply
for 2004 is not presently known.

Internationally,  we continue to expand our global  reach and we seek to improve
the operating  results of our existing ex-U.S.  operations.  In 2003,  operating
results in the international segment were lower than 2002 due to several factors
including  the  drought  in  Australia,  currency  issues in Brazil  and  excess
inventories  at our Greek  distributor.  If the current  prices of cotton  fiber
remain  constant,  planted  cotton  acreage may  increase in 2004 in some of our
international  markets,  including  China  which is  presently  importing  large
amounts  of raw cotton  fiber for its  spinning  mills.  We are  already  seeing
improvements  in our  Argentina and  Brazilian  businesses  due to political and
economic  stability as compared to 2003.  In  addition,  we continue to focus on
converting our conventional seed businesses  outside the U.S. to more profitable
transgenic products  containing  Monsanto's Bollgard and Roundup Ready products.
It is too early to determine whether our businesses in Greece and Australia will
improve in 2004. We will  continue to develop new  businesses in markets such as
India, Pakistan and portions of Africa.

We continue to review and evaluate  alternative  sources and types of technology
that could bring  valuable  products to farmers.  As agreements are reached with
those parties,  announcements may be made. We believe we are uniquely positioned
to rapidly  introduce new  technologies to both U.S. and ex-U.S.  cotton farmers
due to the strength and breadth of our breeding programs and germplasm base, our
technical  services  capabilities,   know-how,   brand  recognition  and  market
position.
<PAGE>

Share Repurchase Program/Dividend Policy

Our Board of  Directors  approved a common  stock  repurchase  plan of up to $50
million in 2000. As of October 31, 2003, D&PL had repurchased  1,351,000  shares
at an  aggregate  purchase  price of $24.9  million  under the current  purchase
program.  We expect to continue  purchasing shares in the open market subject to
market price and other  considerations.  Currently,  the  quarterly  dividend is
$0.10 per share. The Board reviews the dividend policy  quarterly.  Assuming the
dividend rate is maintained  through 2004, the aggregate  payments will be $15.2
million to the holders of the 38.1 million  common shares  outstanding  and $0.4
million to the  holder of the 1.1  million  preferred  shares  outstanding.  See
"Risks and Uncertainties" located in this Item 7.

Net Sales and Licensing Fees

In 2003, our  consolidated net sales and licensing fees increased 9.1% to $281.3
million  from 2002 sales of $257.8  million.  This  increase was  primarily  the
result of (a) an increase in sales of stacked  gene  products,  for which higher
technology  licensing fees are charged,  (b) an increase in the selling price of
our seed and the introduction of higher-priced  cottonseed varieties,  primarily
DP 555  BG/RR,  and (c) an  increase  in soybean  seed  sales,  which  increased
approximately  26% in 2003 from 2002. In 2003,  domestic  transgenic  cottonseed
sales  comprised  approximately  96% of total domestic unit sales of cottonseed,
compared to  approximately  93% in 2002.  Offsetting  these increases were lower
international  sales  and  higher  sales  rebates  associated  with  distributor
payments, crop destruct and crop replant programs. The decrease in international
sales was mainly  attributable  to a decrease  in sales at our joint  venture in
Brazil (due to the  devaluation  of the  Brazilian  Real),  a decrease in export
sales to Greece (due to high  inventory  levels at our  distributor),  and lower
sales in Australia (due to the severe drought conditions), offset by an increase
in sales at our joint ventures in China.

In 2002, our consolidated net sales and licensing fees decreased 15.7% to $257.8
million from 2001 sales of $305.8 million. This decrease was mainly attributable
to (a) a reduction in planted cotton  acreage in the U.S. that reduced  domestic
sales to $225.4  million in 2002 from $261.9 million in 2001, (b) a reduction in
international  sales to $32.4 million in 2002 from $43.9 million in 2001,  (c) a
loss in market share caused  primarily by a price  increase and the inability to
fill demand for certain  Roundup Ready picker cotton  varieties,  and (d) higher
marketing program costs. The effects of these decreases were partially offset by
an  increase  in  soybean  seed  sales  and  licensing  fees,   which  increased
approximately  10% in 2002 from 2001. Sales of transgenic  cotton seed comprised
approximately 93% of total domestic cotton seed sales, up from approximately 91%
in 2001.

Gross Profit

Our  consolidated  gross profit  increased to $102.3 million in 2003 compared to
$92.5 million in 2002. Consolidated gross profit as a percentage of consolidated
net sales  and  licensing  fees in 2003 was  constant  with  2002 at 36%.  Price
increases  and the  introduction  of higher priced  varieties  were offset by an
increase in  cottonseed  cost caused by higher raw  materials  costs and freight
related  to  sourcing  seed  production  from  the  western  United  States  and
Australia.

Our  consolidated  gross profit  decreased to $92.5  million in 2002 compared to
$105.6  million  in  2001.   Consolidated   gross  profit  as  a  percentage  of
consolidated  net sales and licensing  fees increased to 36% in 2002 from 35% in
2001.  This was  primarily  attributable  to price  increases for certain of our
cotton seed, partially offset by higher costs of fuzzy seed.

Operating Expenses

Operating  expenses  before special  charges  increased to $44.7 million in 2003
from  $42.7  million  in 2002.  This  increase  is  primarily  due to  increased
compensation,  pension and payroll  related costs,  as well as higher  insurance
premiums and professional fees.

Operating  expenses  decreased  to $42.7  million in 2002 from $47.6  million in
2001.  The decrease was mainly  attributable  to cost savings  realized from the
plant closing and staff reductions  announced in 2001, as well as reduced health
insurance claims and a reduction in the discretionary bonus pool.

Research and Development Expenses

Research and development  expenses were virtually  unchanged from the prior year
at $18.3  million in 2003  compared to $18.1  million in 2002.  The increase was
primarily  attributable  to increased  international  research  and  development
activities.
<PAGE>

Research and development  expenses  decreased 9.0% to $18.1 million in 2002 from
$19.9 million in 2001. The restructuring of third-party  research contracts,  as
well  as  cost  savings  realized  from  the  reorganization  announced  in 2001
contributed to the decrease experienced in 2002.

Selling Expenses

Selling  expenses  increased 3.8% to $11.0 million in 2003 from $10.6 million in
2002.  This increase was primarily  attributable  to an increase in  advertising
expenditures related to the introduction of new varieties.

Selling expenses  decreased 17.8% to $10.6 million in 2002 from $12.9 million in
2001. The reorganization  announced in 2001 produced cost savings in the selling
function, as did a reduction in our advertising expenditures.

General and Administrative Expenses

General and  administrative  expenses  increased  10.0% to $15.4 million in 2003
from  $14.0  million in 2002.  The  increase  mainly  related  to  increases  in
compensation  and pension costs, as well as an increase in legal fees related to
licensing activities.

General and administrative expenses decreased 5.3% to $14.0 million in 2002 from
$14.8 million in 2001.  This decrease was mainly  attributable to a reduction in
health insurance claims and a decrease in the  discretionary  bonus pool, offset
by  higher  legal  costs  primarily   related  to  structuring  and  negotiating
agreements to access and license new technologies.

Special Charges

In 2003, we recorded a $0.6 million charge  associated with additional  expenses
for the closing of our  Chandler,  Arizona plant and the closing of our facility
in Centre,  Alabama and a $0.4 million charge  associated with reductions in the
number of employees at our wholly-owned subsidiary in Australia and at our joint
venture in Hebei Province, People's Republic of China.

There were no special charges  recorded in 2002. In 2001, in connection with the
closing of our  Chandler,  Arizona  delinting  facility and the reduction in our
domestic  operations  and corporate  staffs,  we recorded a $6.3 million  charge
associated with these actions. Of the $6.3 million,  $3.0 million was related to
the write down of fixed  assets and $3.3  million to  severance  pay and related
benefits.

Interest Income/Expense

Net interest income decreased to $1.1 million in 2003,  compared to net interest
income of $1.2 million in 2002.  In 2003,  interest  income was $1.5 million and
interest  expense was $0.4  million.  Lower  interest  rates  earned on our cash
balances resulted in lower interest earnings during 2003. International interest
expense decreased primarily due to a decrease in interest rates incurred on debt
at our joint venture in Argentina.

Net interest income decreased to $1.2 million in 2002,  compared to net interest
income of $3.5 million in 2001.  In 2002,  interest  income was $2.3 million and
interest  expense was $1.1  million.  Lower  interest  rates  earned on our cash
balances resulted in lower interest earnings during 2002. International interest
expense  increased  primarily due to an increase in interest  rates  incurred on
debt at our joint venture in Argentina.

Net Income and Earnings Per Share

Net income after special charges  applicable to common shares was $27.5 million,
$30.1 million and $32.1 million in 2003, 2002 and 2001, respectively. Net income
per share (diluted)  after special  charges was $0.70,  $0.76 and $0.81 in 2003,
2002 and 2001, respectively.

Net income per share  (diluted)  before  Monsanto/Pharmacia  legal  expenses and
special charges was $0.93, $0.84 and $0.95 in 2003, 2002 and 2001, respectively.
Legal expenses related to our suit against Pharmacia and Monsanto totaled $0.21,
$0.08 and $0.04 per diluted share in 2003, 2002 and 2001, respectively. The cost
of  special  charges  was $0.02 per share in 2003,  zero in 2002,  and $0.10 per
share in  2001.  The  number  of  shares  used in  diluted  earnings  per  share
calculations was 39.6 million,  39.8 million, and 40.1 million in 2003, 2002 and
2001, respectively.
<PAGE>

A   reconciliation   of  net  income  before  legal  expenses   related  to  the
Monsanto/Pharmacia  litigation and special  charges (a non-GAAP  measure) to net
income (a GAAP measure) follows:

<TABLE>
<S>                                                                  <C>               <C>                    <C>
                                                                             For the years ended August 31,
                                                                             ------------------------------
                                                                       2003               2002                2001
                                                                  ---------------    ---------------     ---------------
Diluted Earnings per Share:
   Net income before legal expenses related to the
      Monsanto/Pharmacia litigation and special charges
      (a non-GAAP measure)                                        $         0.93     $         0.84      $         0.95
   Effect of Monsanto/Pharmacia litigation                                 (0.21)             (0.08)              (0.04)
   Effect of special charges                                               (0.02)                 -               (0.10)
                                                                  ---------------    ---------------     ---------------
    Net income (a GAAP measure)                                   $         0.70     $         0.76      $         0.81
                                                                  ===============    ===============     ===============
</TABLE>

Use of non-GAAP Financial Measures

In this filing, we disclose non-GAAP financial measures that exclude legal costs
associated  with the  D&PL  versus  Monsanto/Pharmacia  litigation  and  special
charges  associated  with  the  closing  of two  U.S.  locations  and  headcount
reductions  at two  international  locations  in 2003 and  with  the 2001  plant
closing and staff reductions.  These non-GAAP financial measures are provided to
enhance the user's overall  understanding of our current  financial  performance
from normal  operations  and our prospects  for the future.  We believe that the
amounts  excluded in the non-GAAP  financial  measures are not indicative of our
core operating  results.  D&PL management uses these non-GAAP financial measures
in analyzing D&PL's performance. These measures should be considered in addition
to results  prepared in  accordance  with GAAP,  but should not be  considered a
substitute  for or superior to GAAP  results.  The non-GAAP  financial  measures
included in this filing have been  reconciled  to the most  directly  comparable
GAAP measures.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

Overview

Management's  discussion and analysis of our financial  condition and results of
operations  should  be read  in  conjunction  with  our  consolidated  financial
statements  and related notes  appearing in Item 8 of this Annual Report on Form
10-K for the  fiscal  year ended  August  31,  2003.  The  preparation  of these
financial  statements 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 revenues and expenses during the reporting period.

We have  identified  below the accounting  policies that involve those estimates
and  assumptions  that  we  believe  are  critical  to an  understanding  of our
financial statements. Our management has discussed the development and selection
of each critical  accounting  estimate with the Audit  Committee of our Board of
Directors,  and the Audit Committee has reviewed the related  disclosures below.
Since application of these accounting policies involves the exercise of judgment
and use of estimates, actual results could differ from those estimates.

Revenue Recognition

Revenues  from  domestic  seed sales are  recognized  when the seed is  shipped.
Revenues from Bollgard and Roundup Ready  licensing fees are recognized when the
seed is  shipped.  Domestically,  the  licensing  fees  charged to  farmers  for
Bollgard and Roundup  Ready  cottonseed  are based on  pre-established  planting
rates for each of nine geographic  regions and consider the estimated  number of
seeds contained in each bag which may vary by variety, location grown, and other
factors.

International  export revenues are recognized upon the later of when the seed is
shipped or the date  letters of credit (or  instruments  with  similar  security
provisions) are confirmed. Generally, international export sales are not subject
to return. Generally, all other international revenues from the sale of planting
seed,  less  estimated  reserves for returns,  are  recognized  when the seed is
shipped.

All of our domestic  seed  products  (including  those  containing  Bollgard and
Roundup Ready  technologies)  are subject to return and credit risk, the effects
of which vary from year to year.  The annual level of returns  and,  ultimately,
net sales are influenced by various  factors,  principally  commodity prices and
weather conditions  occurring in the spring planting season during our third and
fourth quarters.  We provide for estimated returns as sales occur. To the extent

<PAGE>

actual returns differ from estimates,  adjustments to our operating  results are
recorded when such  differences  become known,  typically in our fourth quarter.
All  significant  returns  occur  or are  accounted  for  by  fiscal  year  end.
Therefore,  the  application  of this estimate  primarily  affects our quarterly
information.

Domestically,  we promote  our cotton and soybean  seed  directly to farmers and
sell our seed through  distributors  and dealers.  We also offer  various  sales
incentive  programs for seed and  participate  in such  programs  related to the
Bollgard and Roundup Ready technology fees offered by Monsanto. Generally, under
these programs, if a farmer plants his seed and the crop is lost (usually due to
inclement  weather)  by a certain  date,  a portion of the price of the seed and
technology fees are forgiven or rebated to the farmer.  The amount of the refund
and the  impact to D&PL  depends on a number of factors  including  whether  the
farmer can replant the crop that was destroyed.  We record monthly  estimates to
account for these  programs.  The majority of program  rebates  occur during the
second and third quarters.  Essentially all material claims under these programs
have occurred or are accounted for by fiscal year end.

Provision for Damaged, Obsolete and Excess Inventory

Each year, we record a provision  related to inventory  based on our estimate of
seed that will not pass our quality  assurance  ("QA") standards at year end, or
is deemed excess based on our desired seed stock level for a particular  variety
("dump seed").  Seed can fail QA standards based on physical  defects (i.e., cut
seed, moisture content,  discoloration,  etc.), germination rates, or transgenic
purities.  The  amount  recorded  as  inventory  provision  in a  given  year is
calculated  based on the total  quantity  of  inventory  that has not  passed QA
standards  at any fiscal  year end,  any seed that is  expected  to  deteriorate
before  it can be sold  and  seed  deemed  to be  excess.  In  establishing  the
provision,  we consider the scrap value of the seed to be  disposed.  An initial
estimate  of the  needed  provision  is made at the  beginning  of each year and
recorded  over  the  course  of the  year.  Adjustments  are  made  monthly,  as
necessary.

See  Note 2 of the  Notes to  Consolidated  Financial  Statements  in Item 8 for
further details about inventory reserves.

Deferred Income Taxes

Deferred income taxes are estimated based upon temporary differences between the
income and losses  that we report in our  financial  statements  and our taxable
income and losses as determined under applicable tax laws. We estimate the value
of  deferred  income  taxes  based on  existing  tax  rates  and  laws,  and our
expectations  of future  earnings.  For  deferred  income  taxes,  we  applied a
composite statutory income tax rate of 38%.

We are required to evaluate the likelihood of our ability to generate sufficient
future  taxable  income that will enable us to realize the value of our deferred
tax assets. If, in our judgment,  we determine that we will not realize deferred
tax assets,  then valuation  allowances are recorded.  As of August 31, 2003, we
had recorded deferred tax assets of approximately $5.5 million. We estimate that
our deferred tax assets will be  realized;  therefore,  we have not recorded any
valuation allowances as of August 31, 2003.

We use management  judgment and estimates when estimating deferred taxes. If our
judgments and estimates prove to be inadequate, or if certain tax rates and laws
should change,  our financial results could be materially  adversely impacted in
future periods.

Contingent Liabilities

A liability is contingent if the amount is not presently  known,  but may become
known in the  future  as a result of the  occurrence  of some  uncertain  future
event. D&PL estimates its contingent liabilities based on management's estimates
about the  probability  of outcomes  and their  ability to estimate the range of
exposure.   Accounting  standards  require  that  a  liability  be  recorded  if
management  determines that it is probable that a loss has occurred and the loss
can be reasonably estimated. In addition, it must be probable that the loss will
be confirmed by some future event. As part of the estimation process, management
is required to make  assumptions  about  matters that are by their nature highly
uncertain.   The   assessment  of  contingent   liabilities,   including   legal
contingencies  and  income  tax  liabilities,   involves  the  use  of  critical
estimates, assumptions and judgments.  Management's estimates are based on their
belief that future  events will validate the current  assumptions  regarding the
ultimate  outcome of these  exposures.  However,  there can be no assurance that

<PAGE>

future events, such as court decisions or I.R.S. positions, will not differ from
management's assessments.  Whenever practicable,  management consults with third
party experts (attorneys,  accountants,  claims administrators,  etc.) to assist
with  the  gathering  and  evaluation  of  information   related  to  contingent
liabilities.


LIQUIDITY AND CAPITAL RESOURCES

In the United  States,  we purchase seed from contract  growers in our 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 cash needs  normally  begin to increase in the first fiscal quarter and
cash  needs  peak in the  third  fiscal  quarter.  Cash is  generated  and  loan
repayments,  if  applicable,  normally  begin in the middle of the third  fiscal
quarter and are typically completed by the first fiscal quarter of the following
year.  In some cases,  we offer  customers  financial  incentives  to make early
payments.  To  the  extent  we  attract  early  payments  from  customers,  bank
borrowings, if any, are reduced.

In the U.S., we record  revenue and accounts  receivable  for licensing  fees on
Bollgard and Roundup Ready seed sales upon  shipment,  usually in our second and
third quarters.  Receivables from seed sales are generally due from May to July.
The licensing fees are due in September,  at which time we receive  payment.  We
then pay Monsanto its royalty for the Bollgard and Roundup Ready licensing fees,
which is recorded as a component of cost of sales.  As a result of the timing of
these events,  licensing fees  receivable  and royalties  payable peak at fiscal
year end.

The seasonal nature of our business  significantly impacts cash flow and working
capital requirements.  Historically,  we have maintained credit facilities,  and
used early  payments  by  customers  and cash from  operations  to fund  working
capital  needs.  In the past,  we have  borrowed on a  short-term  basis to meet
seasonal working capital needs. However, in fiscal 2002 and fiscal 2003, we used
cash generated from  operations and other available cash to meet working capital
needs.  We continue to evaluate  potential  uses of our cash for purposes  other
than for working capital needs. Potential uses may be the acquisition or funding
of alternative technologies (such as DeltaMax Cotton, LLC) that could be used to
enhance our product  portfolio and ultimately our long-term  earnings  potential
and/or an investment in new markets  outside the U.S.  Another  potential use is
the  repurchase  in the open  market of our shares  pursuant  to our  previously
announced share repurchase program.  Once the evaluation of certain transactions
that  are  currently  being  considered  is  completed,  we may  consider  other
potential uses of the remaining cash,  including increasing the dividend rate or
repurchasing  shares more aggressively  depending on market  considerations  and
other factors.

In April 1998, we entered into a syndicated  credit facility with three lenders,
which provided for aggregate borrowings of $110 million. This agreement provided
a base commitment of $55 million and a seasonal  commitment of $55 million.  The
base commitment was a long-term loan that could be borrowed upon at any time and
was due April 1, 2001. The seasonal  commitment was a working  capital loan that
could be drawn upon from  September 1 through June 30 of each fiscal year.  Each
commitment offered variable and fixed interest rate options and required D&PL to
pay facility or commitment fees and to comply with certain financial  covenants.
This  agreement  expired  on  April  1,  2001.  D&PL  and the  lenders  have had
discussions  about a  replacement  facility  that  will  provide  for  aggregate
borrowings  sufficient to meet working capital needs that will contain terms and
conditions similar to the 1998 facility.

Capital expenditures were $8.3 million, $8.3 million, and $7.5 million in fiscal
2003, 2002 and 2001, respectively.  We anticipate that capital expenditures will
approximate $8.0 to $10.0 million in 2004.

In the fourth quarter, the Board of Directors authorized a quarterly dividend of
$0.10 per share paid on September 15, 2003, to  shareholders of record on August
29, 2003. In the first quarter of fiscal 2004, the Board of Directors authorized
a  quarterly  dividend of $0.10 per share to be paid on December  12,  2003,  to
shareholders  of  record on  November  28,  2003.  The  Board  anticipates  that
quarterly  dividends of $0.10 per share will  continue to be paid in the future;
however,  the  Board of  Directors  reviews  this  policy  quarterly.  Aggregate
preferred and common dividends should approximate $15.6 million in 2004.

In February 2000, the Board of Directors authorized a program for the repurchase
of up to $50  million of our common  stock.  The shares  repurchased  under this
program are to be used to provide for option exercises, conversion of our Series
M  Convertible  Non-Voting  Preferred  shares  and for other  general  corporate
purposes.  At  August  31,  2003,  we had  repurchased  1,303,000  shares  at an
aggregate  purchase  price of  approximately  $23.8  million under this program.
During the year  ended  August  31,  2003,  we  purchased  310,100  shares at an
aggregate  purchase  price of $6.1 million  under this plan.  During the quarter
ended August 31, 2003, we purchased  37,100 shares at an aggregate price of $0.9
million.  Between September 1, 2003 and October 31, 2003, we repurchased  48,000
shares at an aggregate purchase price of $1.1 million.
<PAGE>

Cash provided from  operations,  cash on hand, early payments from customers and
borrowings  under a loan agreement,  if necessary,  should be sufficient to meet
the Company's 2004 working capital needs.

RISKS AND UNCERTAINTIES

From time to time, we may publish  forward-looking  statements  relating to such
matters as  anticipated  financial  performance,  existing  products,  technical
developments,   new  products,   new  technologies,   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, we note that a variety of factors could cause
our actual  results and  experience to differ  materially  from the  anticipated
results or other expectations expressed in our forward-looking  statements.  The
risks and uncertainties that may affect the operations, performance, development
and results of our business include those noted elsewhere in this filing and the
following:

     Demand for our seed will be affected by  government  programs  and policies
     and by weather. Demand for seed is also influenced by commodity prices, the
     cost of other crop  inputs,  and the demand for a crop's  end-uses  such as
     textiles,   animal  feed,  cottonseed  oil,  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 our  products  face
     competition  from  a  number  of  seed  companies,   diversified   chemical
     companies,  agricultural biotechnology companies, governmental agencies and
     academic   and   scientific   institutions.   A  number  of  chemical   and
     biotechnology   companies   have  seed   production   and/or   distribution
     capabilities  to  ensure  market  access  for  new  seed  products  and new
     technologies  that may compete  with the  Bollgard  and Roundup  Ready gene
     technologies of Monsanto,  our principal  licensor of such  technology.  We
     currently are engaged in a dispute resolution  process with Monsanto.  (See
     Part I, Item 3.) Our seed products and technologies  contained  therein may
     encounter substantial  competition from technological advances by others or
     products  from new market  entrants.  Many of our  competitors  are, or are
     affiliated  with,  large  diversified  companies  that  have  substantially
     greater resources than we.

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

     The  publicity  related  to  genetically  modified  organisms  ("GMOs")  or
     products made from plants that contain GMOs may have an effect on our sales
     in the future.  In 2003,  approximately 96% of our cottonseed that was sold
     in the United States  contained  either or both of Monsanto's  Bollgard and
     Roundup  Ready  gene  technologies,  and  94% of  our  soybean  seed  sales
     contained  the Roundup  Ready gene  technology.  Although many farmers have
     rapidly  adopted  these  technologies,  the concern of some  customers  and
     governmental entities over finished products that contain GMOs could impact
     demand for crops (and  ultimately  seed) raised from seed  containing  such
     traits.

     Due to the varying  levels of  agricultural  and social  development of the
     international markets in which we operate and because of factors within the
     particular international markets we target, international profitability and
     growth may be less stable and predictable than domestic  profitability  and
     growth. Furthermore, recent action taken by the U.S. government,  including
     that taken by the U.S.  military in the  aftermath of the tragic  events of
     September 11, 2001,  the war in Iraq,  and  conflicts  between major cotton
     producing  nations,  may serve to further complicate our ability to execute
     our long range ex-U.S.  business  plans because those plans include  future
     expansion into Uzbekistan,  Pakistan and India. World health concerns about
     infectious diseases also affect the conduct of our international business.

     Overall  profitability  will depend on the  factors  noted above as well as
     weather  conditions,  government  policies in all  countries  where we sell
     products  and  operate,   worldwide   commodity  prices,   our  ability  to
     successfully  open new  international  markets,  our ability to develop the
     High Plains  market,  the  technology  partners'  ability to obtain  timely

<PAGE>

     government  approval  (and  maintain  such  approval)  for existing and for
     additional  biotechnology  products on which they and D&PL are working, our
     technology   partners'   ability  to  successfully   defend  challenges  to
     proprietary  technologies  licensed  to  us  and  our  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.

RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS

Financial   Accounting   Standards   Board   Interpretation   No.   ("FIN")  46,
"Consolidation of Variable Interest Entities,  an Interpretation of ARB No. 51,"
requires  the  primary  beneficiary  of a variable  interest  entity  ("VIE") to
consolidate the VIE under certain circumstances. FIN 46 is effective for all new
VIEs  created or  acquired  after  January  31,  2003.  As amended by FASB Staff
Position FIN 46-6,  "Effective Date of FASB Interpretation No. 46, Consolidation
of Variable Interest  Entities," FIN 46 is effective for variable interests in a
VIE created  before  February 1, 2003 at the end of the first  interim or annual
period  ending  after  December  15,  2003 (the second  quarter of fiscal  2004,
February 28, 2004, for D&PL).  We have not  determined the impact,  if any, that
this statement will have on our financial position or results of operations.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We have exposure  relative to  fluctuations in the price of soybean raw material
inventory, foreign currency fluctuations and interest rate changes. From time to
time we enter into various agreements that are considered  derivatives to reduce
our  commodity  price risk.  During the year ended August 31,  2003,  derivative
instruments  have not been used to manage  foreign  currency  or  interest  rate
risks.  We do not  enter  into  speculative  hedges  or  purchase  or  hold  any
derivative financial instruments for trading purposes.

A  discussion  of  our  accounting  policies  related  to  derivative  financial
instruments  is  included  in  Note 1 of the  Notes  to  Consolidated  Financial
Statements  in Item 8.  Further  information  on our  exposure to market risk is
included in Note 14 of the Notes to Consolidated Financial Statements in Item 8.

The fair value of derivative commodity instruments  outstanding as of August 31,
2003, was $260,000. A 10% adverse change in the underlying commodity prices upon
which  these  contracts  are based  would  result in a  $100,000  loss in future
earnings,  arising from these contracts (not counting the gain on the underlying
commodities).

Our earnings are also affected by  fluctuations  in the value of the U.S. dollar
compared to foreign  currencies as a result of transactions in foreign  markets.
We conduct  non-U.S.  operations  through  subsidiaries  and joint  ventures in,
primarily,  Argentina,  Australia,  Brazil,  China,  South Africa and Turkey. At
August 31, 2003, the result of a uniform 10%  strengthening  in the value of the
dollar  relative to the  currencies in which our  transactions  are  denominated
would not cause a material impact on earnings.

We utilize  fixed and  variable-rate  debt to  maintain  liquidity  and fund our
business operations,  with the terms and amounts based on business requirements,
market  conditions  and other  factors.  At August 31,  2003,  a 100 basis point
change in interest rates (with all other variables held constant) on the portion
of our debt with variable  interest rates would not result in a material  change
to our interest expense or cash flow.

For the year ended August 31, 2003,  a 10% adverse  change in the interest  rate
that we earned on our excess cash that we invested  would not have resulted in a
material change to our net interest income or cash flow.


<PAGE>

PART II

ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                                      INDEX

Financial Statements                                                     Page(s)

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

Independent Auditors' Report..................................................26

Report of Independent Public Accountants......................................27

Management's Report...........................................................28

Consolidated Statements of Income - for each of the three years in the
period ended August 31, 2003..................................................29

Consolidated Balance Sheets - August 31, 2003 and 2002........................30

Consolidated Statements of Cash Flows - for each of the three years in the
period ended August 31, 2003..................................................31

Consolidated Statements of Stockholders' Equity and Comprehensive Income - for
each of the three years in the period ended August 31, 2003...................32

Notes to Consolidated Financial Statements....................................33

<PAGE>


                          Independent Auditors' Report

The Board of Directors of
Delta and Pine Land Company:

We have audited the accompanying  consolidated  balance sheets of Delta and Pine
Land Company and  subsidiaries  as of August 31, 2003 and 2002,  and the related
statements of income,  changes in stockholders' equity and comprehensive income,
and cash flows for the years then  ended.  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.  The  consolidated
financial statements of Delta and Pine Land Company as of and for the year ended
August 31, 2001 were audited by other auditors who have ceased operations. Those
auditors expressed an unqualified opinion on those financial statements in their
report dated October 26, 2001.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  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 2003 and 2002 consolidated  financial statements referred to
above present fairly, in all material respects,  the financial position of Delta
and Pine Land  Company as of August 31,  2003 and 2002,  and the  results of its
operations  and its cash  flows  for the years  then  ended in  conformity  with
accounting principles generally accepted in the United States of America.


KPMG LLP

Memphis, Tennessee
October 24, 2003



<PAGE>


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


TO THE BOARD OF DIRECTORS AND THE SHAREHOLDERS OF 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, 2000 and
2001,  and the  related  consolidated  statements  of  income,  cash  flows  and
stockholders'  equity for each of the three years in the period ended August 31,
2001.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the financial position of Delta and Pine Land
Company and  subsidiaries as of August 31, 2000 and 2001, and the results of its
operations  and its cash flows for each of the three  years in the period  ended
August 31, 2001, in conformity with accounting  principles generally accepted in
the United States.


Arthur Andersen LLP

Memphis, Tennessee,
October 26, 2001.

This is a copy of the audit report  previously  issued by Arthur Andersen LLP in
connection  with Delta and Pine Land Company's  filing on Form 10-K for the year
ended  August 31,  2001.  This  audit  report  has not been  reissued  by Arthur
Andersen LLP in connection  with this filing on Form 10-K. See Exhibit 23.02 for
further discussion.



<PAGE>


MANAGEMENT'S REPORT:

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

D&PL  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  D&PL's  financial
statements  through its Audit  Committee,  which is composed solely of directors
who are not Company  officers or employees.  The Audit  Committee meets at least
quarterly with the independent auditors and management. The independent auditors
have direct  access to the Audit  Committee,  with and  without the  presence of
management representatives.


<PAGE>


                  DELTA AND PINE LAND COMPANY AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                         FOR THE YEARS ENDED AUGUST 31,
               (In thousands, except share and per share amounts)

<TABLE>
<S>                                                                               <C>                <C>                   <C>
                                                                                  2003               2002                  2001
                                                                         ------------------   -----------------    -----------------

NET SALES AND LICENSING FEES                                             $        281,276     $        257,807     $        305,806
COST OF SALES                                                                    (178,983)            (165,258)            (200,236)
                                                                         ------------------   -----------------    -----------------
GROSS PROFIT                                                                      102,293               92,549              105,570
                                                                         ------------------   -----------------    -----------------
OPERATING EXPENSES:
   Research and development                                                        18,295               18,122               19,924
   Selling                                                                         10,971               10,591               12,878
   General and administrative                                                      15,424               14,006               14,797
                                                                         ------------------   -----------------    -----------------
                                                                                   44,690               42,719               47,599
SPECIAL CHARGES                                                                      (962)                   -               (6,301)
                                                                         ------------------   -----------------    -----------------
OPERATING INCOME                                                                   56,641               49,830               51,670
INTEREST INCOME, NET                                                                1,100                1,247                3,455
OTHER EXPENSE                                                                     (12,112)              (6,468)              (4,255)
EQUITY IN NET LOSS OF AFFILIATE                                                    (1,977)                (305)                   -
MINORITY INTEREST IN (EARNINGS) / LOSS OF SUBSIDIARIES                             (1,104)               2,729                 (390)
                                                                         ------------------   -----------------    -----------------
INCOME BEFORE INCOME TAXES                                                         42,548               47,033               50,480
PROVISION FOR INCOME TAXES                                                        (14,743)             (16,694)             (18,173)
                                                                         ------------------   -----------------    -----------------
NET INCOME                                                                         27,805               30,339               32,307
DIVIDENDS ON PREFERRED STOCK                                                         (288)                (213)                (160)
                                                                         ------------------   -----------------    -----------------
NET INCOME APPLICABLE TO COMMON SHARES                                   $         27,517     $         30,126     $         32,147
                                                                         ==================   =================    =================
BASIC EARNINGS PER SHARE                                                 $           0.72     $           0.79     $           0.84
                                                                         ==================   =================    =================
WEIGHTED AVERAGE NUMBER OF SHARES
   USED IN PER SHARE CALCULATIONS - BASIC                                          38,113               38,362               38,473
                                                                         ==================   =================    =================
DILUTED EARNINGS PER SHARE                                               $           0.70     $           0.76     $           0.81
                                                                         ==================   =================    =================
WEIGHTED AVERAGE NUMBER OF SHARES
   USED IN PER SHARE CALCULATIONS - DILUTED                                        39,594               39,781               40,111
                                                                         ==================   =================    =================
</TABLE>

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


<PAGE>



                  DELTA AND PINE LAND COMPANY AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                AS OF AUGUST 31,
               (In thousands, except share and per share amounts)
<TABLE>
<S>                                                                                     <C>                 <C>
                                                                                        2003                2002
                                                                                  -----------------   ------------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents                                                         $        143,285    $        109,091
Receivables, net                                                                           166,952             145,876
Inventories                                                                                 32,231              40,021
Prepaid expenses                                                                             2,116               2,266
Deferred income taxes                                                                       10,677              11,214
                                                                                  -----------------   ------------------
    Total current assets                                                                   355,261             308,468
PROPERTY, PLANT AND EQUIPMENT, NET                                                          64,441              63,401
EXCESS OF COST OVER NET ASSETS OF
      BUSINESSES ACQUIRED, net of accumulated amortization of $737                           4,183               4,187
INTANGIBLES, net of accumulated amortization of $1,597 and $1,337                            5,470               4,032
INVESTMENT IN AFFILIATE                                                                        328                 695
OTHER ASSETS                                                                                 1,869               2,359
                                                                                  -----------------   ------------------
TOTAL ASSETS                                                                      $        431,552    $        383,142
                                                                                  =================   ==================

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes payable                                                                     $             40    $          1,763
Accounts payable                                                                            17,966              16,447
Accrued expenses                                                                           176,150             143,533
Income taxes payable                                                                         9,894              12,381
                                                                                  -----------------   ------------------
     Total current liabilities                                                             204,050             174,124
                                                                                  -----------------   ------------------
LONG-TERM DEBT                                                                               1,557               1,176
                                                                                  -----------------   ------------------
DEFERRED INCOME TAXES                                                                        5,220               3,121
                                                                                  -----------------   ------------------
COMMITMENTS AND CONTINGENCIES (Notes 9 and 16)
                                                                                  -----------------   ------------------
MINORITY INTEREST IN SUBSIDIARIES                                                            3,618               2,514
                                                                                  -----------------   ------------------

STOCKHOLDERS' EQUITY:
Preferred stock, par value $0.10 per share; 2,000,000 shares authorized
   Series A Junior Participating Preferred, par value $0.10 per share;
          456,989 shares authorized; no shares issued or outstanding;                            -                   -
   Series M Convertible Non-Voting Preferred, par value $0.l0 per share;
          1,066,667 shares authorized, issued and outstanding                                  107                 107
Common stock, par value $0.10 per share; 100,000,000 shares authorized;
           39,525,116 and 39,311,571 shares issued;
           38,107,850 and 38,204,405 shares outstanding                                      3,953               3,931
Capital in excess of par value                                                              54,850              51,563
Retained earnings                                                                          189,610             172,381
Accumulated other comprehensive loss                                                        (5,442)             (5,939)
Treasury stock, at cost; 1,417,266 and 1,107,166 shares                                    (25,971)            (19,836)
                                                                                  -----------------   ------------------
TOTAL STOCKHOLDERS' EQUITY                                                                 217,107             202,207
                                                                                  -----------------   ------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                        $        431,552    $        383,142
                                                                                  =================   ==================
</TABLE>

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


<PAGE>


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

<TABLE>
<S>                                                                             <C>                  <C>                  <C>
                                                                                2003                 2002                 2001
                                                                         ------------------   -----------------    -----------------

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                            $         27,805     $         30,339     $         32,307
   Adjustments to reconcile net income to net cash provided by operating
      activities:
       Depreciation and amortization                                                7,759                6,815                7,435
       Noncash items associated with special charges and disposition of
         assets                                                                       (34)                 910                2,348
       Equity in net loss of affiliate                                              1,977                  305                    -
       Minority interest in earnings (loss) of subsidiaries                         1,104               (2,729)                 390
       Change in deferred income taxes                                              3,315               (3,061)              (1,523)
       Changes in assets and liabilities:
              Receivables                                                         (20,804)              31,198                5,128
              Inventories                                                           7,849               (4,048)              (1,257)
              Prepaid expenses                                                        144                  (21)                  93
              Intangibles and other assets                                           (133)                (115)                  89
              Accounts payable                                                      1,473                1,616               (8,162)
              Accrued expenses                                                     30,114              (34,443)              10,383
              Income taxes                                                         (1,557)              (2,956)              (8,669)
                                                                         ------------------   -----------------    -----------------
              Net cash provided by operating activities                            59,012               23,810               38,562
                                                                         ------------------   -----------------    -----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment                                              (8,298)              (8,384)              (7,466)
  Sale of investments and property                                                     79                  411                  243
  Investment in affiliate                                                          (1,610)              (1,000)                   -
  Purchase of minority interest in subsidiary                                           -               (4,838)                   -
                                                                         ------------------   -----------------    -----------------
              Net cash used in investing activities                                (9,829)             (13,811)              (7,223)
                                                                         ------------------   -----------------    -----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments of short-term debt                                                      (2,109)              (3,173)              (1,838)
  Payments of long-term debt                                                            -                  (73)             (19,269)
  Dividends paid                                                                  (10,576)              (7,881)              (5,936)
  Proceeds from long-term debt                                                          -                  978               19,623
  Proceeds from short-term debt                                                       467                3,044                1,467
  Minority interest in dividends paid by subsidiaries                                   -                 (446)                (594)
  Payments to acquire treasury stock                                               (6,135)              (9,960)                   -
  Proceeds from exercise of stock options                                           2,484                2,527                2,871
                                                                         ------------------   -----------------    -----------------
              Net cash used in financing activities                               (15,869)             (14,984)              (3,676)
                                                                         ------------------   -----------------    -----------------
EFFECTS OF FOREIGN CURRENCY EXCHANGE RATES                                            880                   73               (1,127)
                                                                         ------------------   -----------------    -----------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                               34,194               (4,912)              26,536
CASH AND CASH EQUIVALENTS, beginning of year                                      109,091              114,003               87,467
                                                                         ------------------   -----------------    -----------------
CASH AND CASH EQUIVALENTS, end of year                                   $        143,285     $        109,091     $        114,003
                                                                         ==================   =================    =================

SUPPLEMENTAL CASH FLOW INFORMATION:
   Cash paid during the year for:
      Interest, net of capitalized interest                              $             60     $            900     $            500
      Income taxes                                                       $         13,400     $         21,100     $         27,600
   Noncash financing activities:
      Tax benefit of stock option exercises                              $            800     $            700     $            500
</TABLE>

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


<PAGE>


                           DELTA AND PINE LAND COMPANY
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                            AND COMPREHENSIVE INCOME
               FOR THE YEARS ENDED AUGUST 31, 2001, 2002 AND 2003
                      (In thousands, except per share data)

<TABLE>
<S>                                     <C>           <C>          <C>           <C>           <C>         <C>          <C>
                                                                                           Accumulated
                                                                Capital in                     Other                     Total
                                      Preferred      Common      Excess of     Retained    Comprehensive  Treasury    Stockholders'
                                        Stock        Stock       Par Value     Earnings   Income/(Loss)     Stock       Equity
                                     ------------ ------------- ------------ ---------------------------------------- ------------


Balance at August 31, 2000           $       107  $      3,895   $   45,096  $    123,552  $    (3,146)   $   (9,876)  $  159,628
Net income                                     -             -            -        32,307            -             -       32,307
Foreign currency translation
  adjustment                                   -             -            -             -       (1,127)            -       (1,127)
Unrealized gain on hedging instruments         -             -            -             -          210             -          210
                                                                                                                      ------------
      Total comprehensive income                                                                                           31,390
Exercise of stock options and tax
  benefit of stock option exercises            -            16        3,310             -            -             -        3,326
Cash dividends, $0.15 per share                -             -            -        (5,936)           -             -       (5,936)
                                     ------------ ------------- ------------ ---------------------------------------- ------------
Balance at August 31, 2001                   107         3,911       48,406       149,923       (4,063)       (9,876)     188,408
Net income                                     -             -            -        30,339            -             -       30,339
Minimum pension liability adjustment,
  net of tax of $1.08 million                  -             -            -            -        (1,787)            -       (1,787)
Foreign currency translation
  adjustment                                   -             -            -            -          (183)            -         (183)
Unrealized gain on hedging instruments         -             -            -            -            94             -           94
                                                                                                                      ------------
      Total comprehensive income                                                                                           28,463
Exercise of stock options and tax
  benefit of stock option exercises            -            20        3,157            -             -             -        3,177
Cash dividends, $0.20 per share                -             -            -       (7,881)            -             -       (7,881)
Purchase of common stock                       -             -            -            -             -        (9,960)      (9,960)
                                     ------------ ------------- ------------ ---------------------------------------- ------------
Balance at August 31, 2002                   107         3,931       51,563      172,381        (5,939)      (19,836)     202,207
Net income                                     -             -            -       27,805             -             -       27,805
Minimum pension liability
  adjustment, net of tax of $0.7 million       -             -            -            -        (1,122)            -       (1,122)
Foreign currency translation adjustment        -             -            -            -         1,661             -        1,661
Unrealized loss on hedging instruments         -             -            -            -           (42)            -          (42)
                                                                                                                      ------------
      Total comprehensive income                                                                                           28,302
Exercise of stock options and tax benefit
  of stock option exercises                    -            22        3,287            -             -             -        3,309
Cash dividends, $0.27 per share                -             -            -      (10,576)            -             -      (10,576)
Purchase of common stock                       -             -            -            -             -        (6,135)      (6,135)
                                     ------------ ------------- ------------ ---------------------------------------- ------------
Balance at August 31, 2003           $       107  $      3,953  $    54,850  $   189,610   $    (5,442)  $   (25,971) $   217,107
                                     ============ ============= ============ ======================================== ============

</TABLE>

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


<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

Delta and Pine Land Company and  subsidiaries  (the  "Company" or "D&PL") breed,
produce,  condition and market cotton and soybean  planting  seed. In connection
with its seed operations,  D&PL farms  approximately 3,000 acres largely for the
production of cotton and soybean foundation seed.

D&PL has annual  agreements  with various growers to produce seed for cotton and
soybeans.  The  growers  plant  seed  purchased  from  D&PL 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,  D&PL 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.  D&PL  then
conditions the seed for sale as planting seed.

Basis of Presentation

The  accompanying  financial  statements  include the accounts of Delta and Pine
Land  Company  and its  subsidiaries.  Significant  inter-company  accounts  and
transactions  have  been  eliminated  in  consolidation.  D&PL's  investment  in
50%-owned  affiliate  DeltaMax  Cotton,  LLC is  accounted  for using the equity
method.

Reclassifications

Certain  prior year  amounts  have been  reclassified  to conform  with the 2003
presentation.

Special Charges/Unusual Items

2003

During 2003,  D&PL recorded a $1.0 million  charge  associated  with  additional
expenses  for the closing of its  Chandler,  Arizona  plant,  the closing of its
facility in Centre,  Alabama,  and  reductions in the number of employees at its
wholly-owned subsidiary in Australia and at its joint venture in Hebei Province,
People's  Republic of China.  These charges are included in "SPECIAL CHARGES" in
the accompanying Consolidated Statements of Income.

2001

In August 2001,  D&PL announced a series of actions to enhance D&PL's ability to
execute its long-term  growth plans and improve  performance and  profitability.
D&PL closed its  Chandler,  Arizona  facility  and reduced  its  operations  and
corporate  staffs.  D&PL recorded a $6.3 million charge;  $3.0 million for fixed
asset write downs and $3.3  million for  severance  and related  benefits in its
fourth quarter. This charge is included in "SPECIAL CHARGES" in the accompanying
Consolidated Statements of Income.

At August 31, 2003  essentially  all  amounts  related to the closing of the two
U.S.  facilities and headcount  reductions  noted above have been  utilized.  At
August 31, 2002,  essentially all amounts related to the fixed asset write downs
for the 2001 reorganization had been utilized.

Cash Equivalents

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

Property, Plant and Equipment

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

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

The  germplasm,   breeder  and  foundation   seed  were  purchased  as  part  of
acquisitions and include amounts for specifically  identified  varieties and for
breeding stocks.  The amounts  associated with specific  varieties are amortized
over the  expected  commercial  life of those  varieties.  Breeding  stocks  are
amortized  over 40 years,  since they can be  revitalized  from time to time and
remain viable indefinitely after such revitalization.

Intangible Assets

Identifiable  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 was amortized
using the  straight-line  method over 40 years,  until  September 1, 2001,  when
amortization was  discontinued as required by Statement of Financial  Accounting
Standards ("SFAS") No. 141.

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.  Translation  adjustments  are  reported  as a separate
component  of  stockholders'  equity.  Gains and losses  from  foreign  currency
transactions are included in earnings.

Fair Value of Financial Instruments

The fair value of D&PL's financial  instruments at August 31, 2003  approximates
their carrying value.

Income Taxes

D&PL 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.

Revenue Recognition

Revenues from domestic seed sales are recognized when seed is shipped.  Revenues
from Bollgard and Roundup Ready  licensing fees are recognized  when the seed is
shipped.  Domestically,  the licensing  fees charged to farmers for Bollgard and
Roundup Ready cottonseed are based on pre-established planting rates for each of
nine geographic  regions and consider the estimated  number of seed contained in
each  bag  which  may  vary by  variety,  location  grown,  and  other  factors.
International  export  revenues  are  recognized  upon the later of when seed is
shipped  or the date  letters of credit (or other  instruments)  are  confirmed.
Generally,  international export sales are not subject to return. Generally, all
other  international  revenues from the sale of planting  seed,  less  estimated
reserves for returns, are recognized when the seed is shipped.

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

<PAGE>

accounted for by fiscal year end. We also offer various sales incentive programs
for seed and  participate  in such programs  related to the Bollgard and Roundup
Ready technology fees offered by Monsanto. Generally, under these programs, if a
farmer plants his seed and the crop is lost  (usually due to inclement  weather)
by a certain  date, a portion of the price of the seed and  technology  fees are
forgiven  or rebated to the  farmer.  The amount of the refund and the impact to
D&PL depends on a number of factors including whether the farmer can replant the
crop that was  destroyed.  We record  monthly  estimates  to  account  for these
programs.  The  majority of program  rebates  occur  during the second and third
quarters.  Essentially all material claims under these programs have occurred or
are accounted for by fiscal year end.

Research and Development

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

Accounting for Stock-Based Compensation

As permitted by both SFAS No. 123,  "Accounting for  Stock-Based  Compensation,"
and  SFAS No.  148,  "Accounting  for  Stock-Based  Compensation-Transition  and
Disclosure--an  Amendment of FASB  Statement  No. 123," D&PL applies  Accounting
Principles  Board Opinion 25 in accounting  for its employee stock option plans.
Therefore,  no compensation expense for stock options is deducted in determining
net  income,  as all options  granted  had an  exercise  price equal to the fair
market value of the underlying common stock on the grant date. See Note 17 for a
description of the plan and our disclosure of the assumptions underlying the pro
forma calculations below.

The following table  illustrates the effect on net income and earnings per share
if D&PL had  recorded  compensation  expense in  accordance  with the fair value
provisions of SFAS No. 123.

                                  2003             2002              2001
                            ---------------   --------------    ----------------
Net income:
  As reported                $      27,805     $     30,339      $       32,307
  Less: Total stock-based
  compensation expense
  determined under the
  fair value based method
  for all awards, net of
  related tax effects               (3,600)          (4,714)             (5,743)
                            ----------------  --------------    ----------------
  Pro forma                  $       24,205    $     25,625      $       26,564
                            ================  ==============    ================

Basic earnings per share:
  As reported                $         0.72    $       0.79      $         0.84
                            ================  ==============    ================
  Pro forma                  $         0.63    $       0.66      $         0.69
                            ================  ==============    ================

Diluted earnings per share:
  As reported                $         0.70    $       0.76      $         0.81
                            ================  ==============    ================
  Pro forma                  $         0.62    $       0.64      $         0.66
                            ================  ==============    ================

Derivative Financial Instruments

D&PL uses  various  derivative  financial  instruments  to mitigate  its risk to
variability in cash flows related to soybean  purchases and to  effectively  fix
the cost of a  significant  portion of its soybean raw material  inventory.  The
terms of the hedging  derivatives used by D&PL are negotiated to approximate the
terms of the forecasted  transaction;  therefore,  D&PL expects the  instruments
used in hedging  transactions  to be highly  effective in offsetting  changes in
cash flows of the hedged items. Realized and unrealized hedging gains and losses
are recorded as a component of other  comprehensive  income and are reclassified
into cost of sales in the  period in which the  forecasted  transaction  affects
earnings (i.e., is sold or disposed) which generally occurs during D&PL's second
and third fiscal quarters.  Quantities  hedged that do not exceed the forecasted
transactions  are  accounted  for as cash flow  hedges in the  manner  discussed
above.  However,  to the extent that the quantities hedged exceed the forecasted
transactions  due to  intra-season  changes  to the sales  forecast  where it is
probable that the originally  forecasted  transaction will no longer occur, D&PL
accounts for gains and losses on these  derivative  instruments as  discontinued
cash flow hedges,  whereby they are  immediately  recorded as a component of net
income.  D&PL does not enter into any derivative  instruments that extend beyond

<PAGE>

the close of the  following  fiscal year.  D&PL does not enter into  speculative
hedges or  purchase or hold any  derivative  financial  instruments  for trading
purposes.

Impairment of Assets

D&PL assesses  recoverability  and impairment of identifiable  intangible assets
and other long-lived assets whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable.  Recorded goodwill attributable
to the domestic  segment was tested for impairment by comparing its implied fair
value to its carrying value. Based on management's  impairment test,  management
determined that none of the goodwill recorded was impaired. For other long-lived
assets,  D&PL  determines if the  unamortized  balance can be recovered  through
projected  future  operating cash flows.  If the sum of the expected future cash
flows is less than the  carrying  amount of the  asset,  an  impairment  loss is
recognized.  Otherwise, an impairment loss is not recognized, and D&PL continues
to amortize its other long-lived assets based on the remaining  estimated useful
life.

Use of Estimates

The preparation of D&PL's consolidated  financial statements requires the use of
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities, the reported amounts of revenues and expenses and the disclosure of
contingent  liabilities.  Management  makes its best  estimate  of the  ultimate
outcome  for these  items  based on  historical  trends  and  other  information
available when the financial  statements are prepared.  Changes in estimates are
recognized in accordance  with the accounting  rules for the estimate,  which is
typically in the period when new  information  becomes  available to management.
Areas where the nature of the estimate makes it reasonably  possible that actual
results  could  materially  differ  from  amounts  estimated  include:  damaged,
obsolete and excess  inventory,  income tax  liabilities,  allowances  for sales
returns and marketing programs and contingent liabilities.

Recently Issued Financial Accounting Standards

Financial   Accounting   Standards   Board   Interpretation   No.   ("FIN")  46,
"Consolidation of Variable Interest Entities,  an Interpretation of ARB No. 51,"
requires  the  primary  beneficiary  of a variable  interest  entity  ("VIE") to
consolidate the VIE under certain circumstances. FIN 46 is effective for all new
VIEs  created or  acquired  after  January  31,  2003.  As amended by FASB Staff
Position FIN 46-6,  "Effective Date of FASB Interpretation No. 46, Consolidation
of Variable Interest  Entities," FIN 46 is effective for variable interests in a
VIE created  before  February 1, 2003 at the end of the first  interim or annual
period  ending  after  December  15,  2003 (the second  quarter of fiscal  2004,
February 28, 2004, for D&PL).  Management has not determined the impact, if any,
that  this  statement  will  have  on  our  financial  position  or  results  of
operations.

SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics
of both  Liabilities  and  Equity,"  provides  guidance on how to  classify  and
measure certain financial  instruments with  characteristics of both liabilities
and equity.  This statement is effective for financial  instruments entered into
or modified  after May 31, 2003,  and otherwise is effective at the beginning of
the first  interim  period  beginning  after June 15,  2003.  D&PL  adopted this
statement  for  financial  instruments  entered  into  after  May 31,  2003  and
otherwise  adopted  this  statement  September  1, 2003.  The  adoption  of this
statement  did not have a  material  impact  on  D&PL's  consolidated  financial
position or results of operations.

SFAS No. 149, "Amendment of Statement 133 on Derivative  Instruments and Hedging
Activities,"  amends and clarifies the  accounting  and reporting for derivative
instruments,  including embedded  derivatives,  and for hedging activities under
SFAS No. 133,  "Accounting for Derivative  Instruments and Hedging  Activities."
SFAS 149 is effective  for  contracts  entered  into or modified  after June 30,
2003, and for hedging relationships designated after June 30, 2003. The adoption
of  this  statement  did not  have a  material  impact  on  D&PL's  consolidated
financial position or results of operations.

SFAS  No.  148,  "Accounting  for  Stock-Based  Compensation  -  Transition  and
Disclosure  -- an Amendment of FASB  Statement  No. 123," was issued in December
2002.  SFAS No. 148 provides  alternative  methods of transition for a voluntary
change to the fair value based method of  accounting  for  stock-based  employee
compensation under which  compensation cost for stock options is recognized.  In
addition,  this statement  amends the disclosure  requirements of FASB Statement
No. 123 to require  prominent  disclosures in both annual and interim  financial
statements  about the method of accounting for stock-based  compensation and the
effect of the method used on  reported  results.  This  required  disclosure  is
included above.
<PAGE>

SFAS  No.  146,   "Accounting  for  Costs   Associated  with  Exit  or  Disposal
Activities,"  addresses financial  accounting and reporting for costs associated
with exit or  disposal  activities.  This  statement  is  effective  for exit or
disposal  activities  that are initiated  after December 31, 2002.  D&PL adopted
this  statement  January 1, 2003.  The adoption of this statement did not have a
material  impact  on  D&PL's  consolidated  financial  position  or  results  of
operations.

SFAS No. 144,  "Accounting for the Impairment or Disposal of Long-Lived Assets,"
addresses  financial  accounting and reporting for the impairment or disposal of
long-lived assets.  This statement is effective for fiscal years beginning after
December 15, 2001, and interim  periods within those fiscal years.  D&PL adopted
this statement  September 1, 2002. The adoption of this statement did not have a
material  impact  on  D&PL's  consolidated  financial  position  or  results  of
operations.

SFAS No. 143, "Accounting for Asset Retirement Obligations," addresses financial
accounting  and  reporting for  obligations  associated  with the  retirement of
tangible  long-lived  assets and the associated  asset  retirement  costs.  This
statement is  effective  for fiscal years  beginning  after June 15, 2002.  D&PL
adopted this statement September 1, 2002. The adoption of this statement did not
have a material impact on D&PL's  consolidated  financial position or results of
operations.

2.   INVENTORIES

Inventories at August 31, consisted of the following (in thousands):

                                            2003                   2002
                                    -------------------    -------------------

       Finished goods               $         21,476       $         26,263
       Raw materials                          17,062                 20,961
       Growing crops                           1,199                    878
       Supplies                                  733                  1,141
                                    -------------------    -------------------
                                              40,470                 49,243
       Less reserves                          (8,239)                (9,222)
                                    -------------------    -------------------
                                    $         32,231       $         40,021
                                    ===================    ===================

Finished  goods and raw  material  inventory  are valued at the lower of average
cost or market.  Growing  crops and  supplies  are  recorded at cost.  Inventory
reserves relate to estimated excess and obsolete inventory.

3.   PROPERTY, PLANT AND EQUIPMENT

Property,  plant and  equipment  at August 31,  consisted of the  following  (in
thousands):

                                              2003                   2002
                                      -------------------    -------------------

       Land and improvements          $            5,124     $            5,038
       Buildings and improvements                 41,272                 37,117
       Machinery and equipment                    56,202                 52,565
       Germplasm                                   7,500                  7,500
       Breeder and foundation seed                 2,000                  2,000
       Construction in progress                    5,464                  4,478
                                      -------------------    -------------------
                                                 117,562                108,698
       Less accumulated depreciation             (53,121)               (45,297)
                                      -------------------    -------------------
                                      $           64,441     $           63,401
                                      ===================    ===================
<PAGE>

4.    INTANGIBLES

The components of identifiable intangible assets follow (in thousands):

                               2003                           2002
                     ----------------------------- -----------------------------
                          Gross                        Gross
                        Carrying      Accumulated     Carrying      Accumulated
                         Amount      Amortization      Amount      Amortization
                     --------------  ------------- -------------- --------------
Trademarks            $     3,182     $     (800)   $      3,182   $       (721)
Commercialization
    agreements                400            (65)            400            (37)
Licenses                    1,100              -               -              -
Patents                       426            (84)            295            (74)
Other                       1,959           (648)          1,492           (505)
                     --------------  -------------- ------------- --------------
                      $     7,067     $   (1,597)    $     5,369   $     (1,337)
                     ==============  ============== ============= ==============

Amortization  expense for identifiable  intangible  assets during the year ended
August 31,  2003,  2002,  and 2001 was  approximately  $270,000,  $280,000,  and
$260,000,  respectively.  Identifiable  intangible asset amortization expense is
estimated  to be $300,000 in each of the fiscal  years from fiscal 2004  through
fiscal 2008.

Pro forma  results  of  operations  for the year ended  August  31,  2001 had we
applied the nonamortization provisions of SFAS 142 in that period would not have
been materially different than reported results for that period.

5.     INVESTMENT IN AFFILIATE

D&PL  owns a 50%  interest  in  DeltaMax  Cotton,  LLC  ("DeltaMax"),  a limited
liability  company  jointly owned with Verdia,  Inc.  (formerly known as MaxyAg,
Inc.), a wholly-owned  subsidiary of Maxygen,  Inc. Established on May 22, 2002,
DeltaMax was formed to create, develop and commercialize  herbicide tolerant and
insect  resistant  traits for the cotton seed  market.  D&PL has  licensed  from
DeltaMax the developed traits for  commercialization  in both the U.S. and other
cotton-producing countries in the world. For the years ended August 31, 2003 and
2002,  D&PL's  equity in the net loss of DeltaMax was  $1,977,000  and $305,000,
respectively.

6.     NOTES PAYABLE AND LONG-TERM DEBT

D&PL had a syndicated  credit facility with three financial  institutions  which
provided for aggregate unsecured  borrowings of $110 million comprised of a base
commitment  of $55 million and a seasonal  commitment  of $55 million.  The base
commitment  was a long-term loan that could be borrowed upon at any time and was
due April 1, 2001. The seasonal commitment was a working capital loan that could
be drawn upon from  September 1 through  June 30 of each fiscal year and expired
April 1, 2001. Each commitment  offered variable and fixed interest rate options
and required D&PL to pay facility or commitment  fees and to comply with certain
financial covenants.

The  interest  rate charged for each loan was based on LIBOR plus 35 to 55 basis
points  depending on the achievement of certain  financial  ratios.  The average
interest rate was 5.34% during 2001.

The  financial  covenants  required  D&PL  to:  (a)  maintain  a ratio  of total
liabilities to tangible net worth at August 31, of less than or equal to 2.25 to
1 (4.0 to 1.0 at  D&PL's  fiscal  quarter  ends)  (b)  maintain  a fixed  charge
coverage  ratio at the end of each  quarter  greater than or equal to 2.0 to 1.0
and (c) maintain at all times tangible net worth of not less than the sum of (i)
$40 million,  plus (ii) 50% of net income (but not losses)  determined as of the
last day of each fiscal year,  commencing  with August 31, 1998.  This agreement
expired April 1, 2001. At August 31, 2003, 2002 and 2001, D&PL was in compliance
with these  covenants  which are still used to determine fees charged on letters
of  credit.  D&PL and the  lenders  have  had  discussions  about a  replacement
facility that would provide for aggregate borrowings  sufficient to meet working
capital need and contain terms and conditions similar to the 1998 facility.


<PAGE>

7.   ACCRUED EXPENSES

Accrued expenses at August 31, consisted of the following (in thousands):

                                             2003                   2002
                                      ------------------     ------------------
Bollgard and Roundup Ready
   royalties and related expenses
   due to Monsanto                         $   135,627            $   112,178
Sales allowances                                11,756                 10,447
Payroll                                          2,136                  2,310
Other accrued expenses                          26,631                 18,598
                                      ------------------     ------------------
                                           $   176,150            $   143,533
                                      ==================     ==================

8.   INCOME TAXES

The provisions for income taxes for the years ended August 31,  consisted of the
following (in thousands):


                            2003                   2002                2001
                     ------------------   ------------------   -----------------
         Current-
           Federal    $      10,891        $       18,380       $        16,972
           State              1,216                 2,047                 2,064
         Deferred             2,636                (3,733)                 (863)
                     ------------------   ------------------   -----------------
                      $      14,743        $       16,694       $        18,173
                     ==================   ==================   =================


The differences  between the statutory federal income tax rate and the effective
rate are as follows:

                                   2003             2002               2001
                               ------------     ------------       ------------
Statutory rate                     35.0%            35.0%              35.0%
Increases (decreases) in tax
  resulting from:
  State taxes, net of federal
    tax benefit                     2.3              2.2                2.4
  Research and development
    tax credits                    (1.1)            (1.1)              (1.0)
  Foreign activities and
    non-deductible costs           (1.3)            (1.4)              (1.7)
Other                              (0.2)             0.8                1.3
                               ------------     -------------      -------------
Effective rate                     34.7%            35.5%              36.0%
                               ============     ==============     =============

Deferred income taxes at August 31, consisted of the following (in thousands):

                                            2003                   2002
                                     -------------------    -------------------
 Deferred tax assets:
             Inventory               $          5,635        $         5,660
             Litigation costs                   1,387                  1,946
             Pension                            1,080                  1,447
             Other                              2,575                  2,988
                                     -------------------    -------------------
                                     $         10,677        $        12,041
                                     ===================    ===================
 Deferred tax liabilities:
             Property                          (1,799)                (1,225)
             Other                             (3,421)                (2,723)
                                     -------------------    -------------------
                                               (5,220)                (3,948)
                                     -------------------    -------------------
  Net deferred income taxes           $         5,457        $         8,093
                                     ===================    ===================

The Company  has  provided  for income  taxes on the  undistributed  earnings of
foreign subsidiaries as if they had been distributed in cases where the earnings
are not planned to be permanently reinvested outside the United States.


<PAGE>

9.   LEASES

D&PL leases a portion of the real estate and machinery and equipment used in its
operations.  Substantially  all rent expense is recorded as cost of sales.  D&PL
does not have any capital  leases.  Future  minimum  rental  payments after 2003
under operating leases with initial or remaining  noncancellable terms in excess
of one year are as follows:

                                       2004                  $     249,000
                                       2005                  $      96,000
                                       2006                  $      40,000
                                       2007                  $      19,000
                                       2008                  $      17,000

Rent and lease expense including land rent approximated  $2,767,000,  $2,704,000
and $2,993,000 in 2003, 2002 and 2001, respectively.

10.  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 common stock,  preferred  stock and corporate bonds and are managed
by  an  independent  portfolio  manager.   D&PL'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 1992, D&PL 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 measurement of Plan and SERP assets and obligations was performed as of June
30. The following table provides a  reconciliation  of the changes in the Plan's
and SERP's benefit obligations and fair value of assets over the two-year period
ended  August 31, 2003,  and a statement  of the funded  status as of August 31,
2003 and 2002.

<TABLE>
<S>                                             <C>                     <C>                  <C>                <C>
                                                                Plan                                      SERP
                                                --------------------------------------   ---------------------------------------
                                                      2003                 2002                2003                 2002
                                                -----------------    -----------------   ------------------   ------------------

CHANGE IN BENEFIT OBLIGATIONS
Benefit obligation at beginning of year         $     13,393,000     $     11,905,000    $        570,000     $        547,000
     Service cost                                        638,000              646,000               8,000                7,000
     Interest cost                                       915,000              841,000              38,000               37,000
     Actuarial loss                                    2,624,000              678,000              49,000               28,000
     Benefits paid                                      (722,000)            (677,000)            (49,000)             (49,000)
                                                -----------------    -----------------   ------------------   ------------------
Benefit obligation at end of year               $     16,848,000     $     13,393,000    $        616,000     $        570,000
                                                =================    =================   ==================   ==================

CHANGE IN PLAN ASSETS
Fair value of plan assets at beginning of year  $      7,761,000     $     10,231,000    $        380,000     $        540,000
     Actual return on plan assets                        721,000           (2,317,000)             32,000             (110,000)
     Company contributions                             2,500,000              600,000                   -                    -
     Benefits paid                                      (722,000)            (677,000)            (49,000)             (49,000)
     Expenses                                            (72,000)             (76,000)             (1,000)              (1,000)
                                                -----------------    -----------------   ------------------   ------------------
Fair value of plan assets at end of year        $     10,188,000     $      7,761,000    $        362,000     $        380,000
                                                =================    =================   ==================   ==================

Funded status                                   $     (6,660,000)    $     (5,632,000)   $       (254,000)    $       (190,000)
Contribution after measurement date                            -            1,000,000                   -                    -
Unrecognized prior service cost                           40,000               43,000                   -                    -
Unrecognized net loss                                  6,461,000            4,062,000              49,000              185,000
                                                -----------------    -----------------   ------------------   ------------------
Accrued pension cost                            $       (159,000)    $       (527,000)   $       (205,000)    $         (5,000)
                                                =================    =================   ==================   ==================


<PAGE>

                                                                Plan                                      SERP
                                                --------------------------------------   ---------------------------------------
                                                      2003                 2002                2003                 2002
                                                -----------------    -----------------   ------------------   ------------------
AMOUNTS REFLECTED IN THE BALANCE SHEET AT
AUGUST 31:
     Accrued benefit liability                  $       (159,000)    $       (527,000)   $       (205,000)    $         (5,000)
     Minimum pension liability                        (4,657,000)          (2,725,000)            (49,000)            (185,000)
     Accumulated other comprehensive loss              4,617,000            2,682,000              49,000              185,000
     Intangible asset                                     40,000               43,000                   -                    -
                                                -----------------    -----------------   ------------------   ------------------
Net amount reflected                            $       (159,000)    $       (527,000)   $       (205,000)    $         (5,000)
                                                =================    =================   ==================   ==================
</TABLE>


<TABLE>
<S>                               <C>               <C>        <C>          <C>            <C>           <C>
Periodic Pension Expense:
                                                  Plan                                       SERP
                                 ----------------------------------------- -----------------------------------------
                                     2003          2002           2001         2003           2002          2001
                                 ------------  ------------  ------------- ------------  -------------  ------------
Service cost                      $  638,000   $   646,000    $   634,000   $    8,000    $     7,000    $    7,000
Interest cost on projected
  benefit obligation                 915,000       841,000        815,000       38,000         37,000        46,000
Expected return on assets           (687,000)     (889,000)    (1,055,000)     (32,000)       (47,000)      (55,000)
Recognized loss/(gain)               263,000             -        (83,000)     186,000         10,000             -
Amortization of transitional
  obligation                               -        65,000        119,000            -              -             -
Amortization of prior service
  cost                                 3,000         4,000          4,000            -              -             -
                                 ------------  ------------  ------------- ------------  -------------- ------------
Net periodic pension
  expense/(income)               $ 1,132,000   $   667,000    $   434,000   $  200,000    $     7,000    $   (2,000)
                                 ============  ============  ============= ============  ============== ============
Company contributions            $ 1,500,000   $ 1,600,000    $         -   $        -    $         -    $        -
                                 ============  ============  ============= ============  ============== ============
</TABLE>

The actuarial present value of the projected benefit  obligation of the Plan and
the SERP was  determined  using a  discount  rate of 6.00% in 2003 and  7.00% in
2002,  with  assumed  salary  increases  of 4% in 2003 and  2002 to age 65.  The
expected  long-term  rate of return on assets was 8.5% in 2003 and 9.0% in 2002.
Prior service cost is amortized  over the expected  future service years of plan
participants that are expected to receive benefits.

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 D&PL. D&PL,
at its option, may elect to make matching contributions to the Plan. No matching
contributions were made in 2003, 2002 or 2001.

11. MAJOR CUSTOMERS

In fiscal  2003,  2002 and 2001 seed  sales to each of three  customers  and the
related  licensing  fees  ultimately  billed to farmers  for sales made by these
customers for  transgenic  products  comprised  more than 10% of total sales and
licensing fees. The table below presents the approximate  amount of annual sales
and  licensing  fees to each of the  customers.  These  amounts were reported in
D&PL's domestic segment.

     Customer            2003                  2002                  2001
---------------  ------------------   -------------------   -------------------
    A                $31,842,000           $29,034,000           $31,833,000
    B                 56,911,000            46,752,000            54,937,000
    C                 54,791,000            56,532,000            72,358,000

12. BUSINESS SEGMENT INFORMATION

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

D&PL's chief operating decision maker utilizes revenue  information in assessing
performance  and making overall  operating  decisions and resource  allocations.
Profit and loss  information  is  reported  by  segment  to the chief  operating
decision  maker and D&PL's Board of Directors.  The  accounting  policies of the
segments  are  substantially  the  same as those  described  in the  summary  of
significant accounting policies.

Information  about D&PL's  segments for the years ended August 31, is as follows
(in thousands):

                            2003                 2002                  2001
                       ---------------     ---------------       ---------------
Net sales and
 licensing fees
     Domestic             $  251,922           $  225,402            $  261,883
     International            29,354               32,405                43,923
                       ---------------     ---------------       ---------------
                          $  281,276           $  257,807            $  305,806
                       ===============     ===============       ===============

Operating income
     Domestic             $   55,885           $   44,554            $   43,429
     International               756                5,276                 8,241
                       ---------------      --------------        --------------
                          $   56,641           $   49,830            $   51,670
                       ===============      ==============        ==============

Capital expenditures
     Domestic             $    5,613           $    5,922            $    6,594
     International             2,685                2,462                   872
                       ---------------      --------------        --------------
                          $    8,298           $    8,384            $    7,466
                       ===============      ==============        ==============

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

                                             2003                  2002
                                        ---------------       ---------------
Long-term assets
    Domestic                             $     59,640          $    60,004
    International                              16,651               14,670
                                        ---------------       --------------
                                         $     76,291          $    74,674
                                        ===============       ===============

Total assets
    Domestic                             $    403,976          $   368,345
    International                              27,576               14,797
                                        ---------------       ---------------
                                         $    431,552          $   383,142
                                        ===============       ===============

13.  RELATED PARTY TRANSACTIONS

The  chairman of the Board of  Directors of D&PL is also a director for Stephens
Group,  Inc. In October 2003, he retired as an officer of Stephens  Group,  Inc.
and as a director and officer for  Stephens,  Inc.,  a full  service  investment
bank;  however,  he remains a  consultant  and an employee  of these  companies.
Stephens Group,  Inc. and Stephens,  Inc. are stockholders of D&PL. During 2002,
D&PL paid consulting fees to Stephens,  Inc. of approximately  $306,000 relating
to the DeltaMax formation.

During  2003,  2002 and 2001,  a partner of two law firms (he  changed  firms in
October 2001) that  represented D&PL was also a stockholder and D&PL's corporate
secretary.  D&PL  paid  legal  fees to those  firms of  approximately  $633,000,
$628,000, and $833,000 in 2003, 2002 and 2001, respectively.

During 2002 and 2001, the Institute of Molecular  Agrobiology ("IMA"),  which is
owned by the  National  University  of Singapore  and the  National  Science and
Technology  Board  of  Singapore,   conducted   contract  research  upon  D&PL's
instruction  related to the  development  of certain  technologies  for varietal
crops such as cotton and soybeans. D&PL paid approximately $249,000 and $406,000
in 2002 and 2001,  respectively,  for such research projects. Dr. Chua, a member
of the Board of Directors of D&PL, was the Chairman of the  Management  Board of
Directors of IMA until  September 2000 and Deputy  Chairman from that time until
September  2001 and was also  Chairman  of the  Board  of an  affiliate  of IMA,

<PAGE>

IMAGEN, until August 2001. IMAGEN, together with Singapore  Bio-Innovations Pte.
Ltd., STIC Investments  Pte. Ltd., and OCBC Wearnes and Walden  Investments Pte.
Ltd., own 20% of the stock of D&PL China Pte. Ltd.

During  2003,   DeltaMax  paid  Temasek  Life  Science  Laboratory   ("Temasek")
approximately  $811,000 for research  activities Temasek conducted for DeltaMax.
Temasek is a related party of Temasek Capital and Temasek Holdings.  Dr. Chua, a
member of the Board of Directors of D&PL,  was the Chief  Scientific  Advisor of
Temasek  Capital from April 2001 to March 2003 and was appointed to be Corporate
Advisor to Temasek Holdings from April 2003 through March 2004.

14. DERIVATIVE FINANCIAL INSTRUMENTS

Other comprehensive loss includes the following related to the Company's soybean
hedging program for the years ended August 31, 2003 and 2002 (in thousands):

                                                            2003        2002
                                                         ---------   ----------

Deferred net gain, beginning of year                     $    304    $     210

Net gains (losses) on hedging instruments
  arising during the year                                     463         (222)
Reclassification adjustment of (gains)
  losses on hedging instruments to earnings                  (505)         316
                                                         ---------   ----------
Net change in accumulated other comprehensive loss            (42)          94
                                                         ---------   ----------
Deferred net gain on derivative instruments
  included in other comprehensive loss at end of year    $    262    $     304
                                                         =========   ==========

The net gain of $262,000  included in accumulated  other  comprehensive  loss at
August 31, 2003, consists of net  unrealized  gains of $260,000 and net realized
gains of $2,000,  which will be  recognized  in earnings  within the next twelve
months;  however, the actual amount that will be charged to earnings may vary as
a result of changes in market conditions.

For the years ended August 31, 2003, and August 31, 2002, D&PL recorded no gains
or losses in earnings as a result of hedge  ineffectiveness or discontinuance of
cash flow hedges.


15.   ACQUISITION OF D&M INTERNATIONAL, LLC
                                                           1
On May 28, 2002, D&M International, LLC redeemed Pharmacia's 50% interest in D&M
International, LLC for cash of approximately $4.8 million. D&PL and
        1
Monsanto formed D&M International, LLC in 1995 to introduce cotton planting seed
in international  markets  combining D&PL's acid delinting  technology and elite
germplasm and Monsanto's Bollgard and Roundup Ready gene technologies.  In April
2002,  Pharmacia activated a cross purchase provision in the operating agreement
for D&M  International,  LLC and D&PL notified Pharmacia that it elected to have
D&M  International,  LLC redeem  Pharmacia's  50% interest in the company.  As a
result  of the  redemption  of  Pharmacia's  interest,  D&PL now owns all of D&M
International, LLC.

----------------------------
1. On March 31, 2000,  Monsanto  Company  consummated a merger with  Pharmacia &
Upjohn Inc. and changed its name to Pharmacia Corporation.  On February 9, 2000,
Monsanto  Company  formed a new  subsidiary  corporation,  Monsanto  Ag Company,
which, on March 31, 2000,  changed its name to Monsanto  Company.  On August 31,
2002,  Pharmacia  distributed to its shareholders its remaining  interest in the
new  Monsanto  Company.  Pursuant to the closing of a merger on April 16,  2003,
Pharmacia  Corporation merged with and into a wholly-owned  subsidiary of Pfizer
Inc. Pharmacia survived the merger as a wholly-owned subsidiary of Pfizer Inc.

In this document,  with respect to events occurring on or before March 31, 2000,
the term "Monsanto"  refers to the entity then designated  Monsanto  Company and
renamed  Pharmacia  Corporation on that date.  With respect to events  occurring
between  March 31,  2000 and April  16,  2003,  this  entity is  referred  to as
"Pharmacia".  With respect to events  occurring after April 16, 2003, the entity
referred  to as  "Pharmacia"  is  that  entity  which  on  that  date  became  a
wholly-owned  subsidiary of Pfizer Inc. With respect to events  occurring  after
March 31, 2000,  the entity  formed as Monsanto Ag Company and renamed  Monsanto
Company (NYSE: MON) on March 31, 2000, is referred to as "Monsanto".

<PAGE>

The acquisition of the 50% interest in D&M International, LLC has been accounted
for as a purchase business  combination,  and the results of its operations have
been included in D&PL's  consolidated  statement of operations  from the date of
acquisition.  The allocation of the purchase price resulted in no goodwill.  Pro
forma  results  of  operations  for the  year  ended  August  31,  2002  had the
acquisition  occurred  at the  beginning  of the  period  would  not  have  been
materially different than reported results for the period.

16.   COMMITMENTS AND CONTINGENCIES

Product Liability Claims

D&PL is named as a  defendant  in various  lawsuits  that  allege,  among  other
things, that certain of D&PL's products  (including those containing  Monsanto's
technology) did not perform as the farmer had  anticipated or expected.  In some
of these cases,  Monsanto and/or the dealer or distributor who sold the seed are
also named as defendants.  In all cases where the seed sold contained  either or
both of Monsanto's  Bollgard and/or Roundup Ready gene  technologies,  and where
the  farmer  alleged a failure  of one or more of those  technologies,  D&PL has
tendered the defense of the case to Monsanto and requested  indemnity.  Pursuant
to the terms of the February 2, 1996  Bollgard  Gene  License and Seed  Services
Agreement (the "Bollgard Agreement") and the February 2, 1996 Roundup Ready Gene
License and Seed Services  Agreement  (the "Roundup Ready  Agreement")  (both as
amended  December  1999,  January  2000 and  March  2003 and the  Roundup  Ready
Agreement  as   additionally   amended  July  1996)  D&PL  has  a  right  to  be
contractually  indemnified  by Monsanto  against  all claims  arising out of the
failure of Monsanto's gene technology.  Pharmacia  remains liable for Monsanto's
performance  under these  indemnity  agreements.  Some of the product  liability
lawsuits  contain  varietal claims which are aimed solely at D&PL. D&PL does not
have a right to indemnification  from Monsanto for any claims involving varietal
characteristics  separate  from or in addition  to the  failure of the  Monsanto
technology.  D&PL believes that the  resolution of these matters will not have a
material  impact on the  consolidated  financial  statements.  D&PL  intends  to
vigorously defend itself in these matters.

Other Matters

On July 15, 2003,  D&PL received a notice from Monsanto  asserting that disputes
exist among Monsanto, D&PL and D&M Partners pertaining to four matters under the
Bollgard(R) and Roundup Ready(R)  Licenses for the United States and two matters
under  license  agreements  for  Argentina  and the  Republic  of South  Africa,
respectively.  Monsanto's  notice of  dispute  asserts  that  D&PL's  failure to
address  these issues would be a breach of D&PL  obligations  under the relevant
agreements  and reserves all of  Monsanto's  rights under these  agreements.  In
August 2003,  D&PL and D&M Partners  responded to  Monsanto's  positions on each
issue and  notified  Monsanto  of three  additional  disputes,  each  concerning
Monsanto's  compliance with its obligations under the Bollgard and Roundup Ready
Licenses  for the United  States.  In  accordance  with the  dispute  resolution
provisions of the subject  agreements,  the issues raised in Monsanto,  D&PL and
D&M Partners' notices have been submitted to a panel of senior executives.  D&PL
is committed to participating in good faith resolution of the issues in dispute.
Any issues not  resolved  by the  executive  panel may be  submitted  to binding
arbitration as provided in the relevant agreements.

On July 23, 2003, D&PL was named as a defendant along with a local resident in a
lawsuit filed in the Circuit Court of Dunklin  County,  Missouri.  This case was
removed  to the  United  States  District  Court  for the  Eastern  District  of
Missouri,  Southwest  Division,  on August 22, 2003,  and a motion to remand the
case back to state court is now pending. The lawsuit alleges that D&PL committed
certain  business  torts,  including  malicious  prosecution  of a civil action,
interference with contractual relationships and other claims when D&PL pursued a
claim in an earlier  lawsuit  against  the  plaintiff  in this  litigation.  The
defense  of this  claim has been  tendered  to D&PL's  liability  and  insurance
carriers.  D&PL's  insurance  carriers  have agreed to provide a defense to this
action and indemnity subject to the reservation of certain specific rights. This
case is in the very early pre-trial phase and intitial discovery is now ongoing.

In July 2002,  Syngenta  Biotechnology,  Inc.  ("SBI")  brought suit in the U.S.
District  Court in Delaware  alleging  that D&PL's  making,  using,  selling and
offering to sell cotton planting seed containing Monsanto's Bt genes, being sold
under  the  trade  name  Bollgard,  infringes  U.S.  Patent  6,051,757  entitled
"Regeneration Of Plants Containing Genetically Engineered T-DNA". The suit seeks
a preliminary and permanent injunction against D&PL and Monsanto against further
acts of  alleged  infringement,  contributory  infringement  and  inducement  of
infringement  of SBI's patent and recovery of damages for an unspecified  amount
including  treble  damages  on  account  of  the  defendants'   alleged  willful
infringement. D&PL has demanded that Pharmacia and Monsanto each agree to defend
D&PL in this suit and to indemnify  D&PL against  damages,  if any, which may be

<PAGE>

awarded.  Monsanto  has  assumed  the  defense  of D&PL and has  filed an answer
generally denying infringement and other claims made in the litigation.  D&PL is
assisting  Monsanto to the extent  reasonably  necessary  for the conduct of the
litigation. Due to the recent nature of this suit, management has not determined
the effect this litigation will have on D&PL.

In May  2002,  Pharmacia  Corporation  filed a suit in state  court in  Missouri
against D&PL International Technology Corp. ("DITC"), D&PL's subsidiary, seeking
a  declaratory  judgment  that it was  entitled  to invoke  the  cross  purchase
provision  in the  Operating  Agreement  for D&M  International,  LLC, a limited
liability  company  jointly  owned by Pharmacia  and DITC.  In the  alternative,
Pharmacia  sought a declaratory  judgment that DITC was deemed to have consented
to Pharmacia's  transfer of the Operating Agreement to Monsanto and its issuance
and  transfer of shares of  Monsanto's  stock.  DITC moved to dismiss on June 6,
2002,  because the case was moot and did not present a justiciable  controversy,
in that DITC had already  invoked its rights under the cross purchase  provision
and had caused Pharmacia's  interest in D&M  International,  LLC to be redeemed.
Instead of answering DITC's motion,  on or about June 13, 2002,  Pharmacia filed
an amended petition, dropping all of its prior claims, and seeking a declaratory
judgment that DITC has no  contractual  rights to enjoin  Pharmacia from selling
its shares of Monsanto or to seek damages for  Pharmacia's  prior initial public
offering of  Monsanto's  shares to the  public.  DITC moved to dismiss the suit,
since it had never  threatened to enjoin the spin-off,  and, in the alternative,
moved for a more  definite  statement.  On October 12,  2002,  the Court  denied
DITC's  motion  to  dismiss  but  granted  DITC's  motion  for a  more  definite
statement.  Pharmacia  filed a Second Amended  Petition on October 30, 2002, and
DITC filed a motion to dismiss the Second Amended Petition on November 19, 2002.
On January 14, 2003, the Court denied DITC's motion to dismiss,  and the case in
now in discovery.

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

A corporation owned by the son of D&PL's former  Guatemalan  distributor sued in
1989  asserting  that D&PL 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 5,292,459 Guatemalan quetzales  (approximately
$669,000 at October 31, 2003 exchange  rates) and an injunction  preventing D&PL
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.  D&PL  continues to make  available seed for sale in Central
America and Mexico.

17. STOCKHOLDERS' EQUITY

Preferred Stock

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

In  August  1996,  the Board of  Directors  adopted a  Stockholder  Rights  Plan
("Rights  Plan") and declared a dividend of one preferred  stock  purchase right
("right") for each outstanding share of D&PL's Common Stock. Similar rights have
been,  and  generally  will be,  issued in respect of Common Stock  subsequently
issued. Each right becomes  exercisable,  upon the occurrence of certain events,
for one  one-hundredth  of a share of  Series A Junior  Participating  Preferred
Stock,  $0.10 par value, at a purchase price of $175 per one  one-hundredth of a
Preferred Share, subject to adjustment.  In the event that D&PL is acquired in a
merger or other business  combination  transaction  not approved by the Board of
Directors, each holder of a right shall have the right to receive that number of
shares of common stock of the surviving  company which would have a market value

<PAGE>

of two times the exercise  price of the right.  Under the Rights  Plan,  456,989
shares of Series A Junior Participating  Preferred Stock have been reserved. The
rights currently are not exercisable and will be exercisable only if a person or
group acquires beneficial  ownership of 15% or more of D&PL's outstanding shares
of Common Stock. The rights,  which expire on August 30, 2006, are redeemable in
whole,  but not in part,  at D&PL's  option at any time for a price of $0.01 per
right.

D&PL  issued  1,066,667  shares  (after  effect  of stock  splits)  of  Series M
Convertible  Non-Voting  Preferred Stock, as  consideration  for the purchase in
1996 of Hartz  Cotton,  Inc.  from  Monsanto.  The holders of Series M Preferred
Stock are  entitled to receive  dividends  at the same rate per share as is paid
from time to time on each share of the Common Stock of D&PL,  and no more,  when
and as  declared  by the Board of  Directors.  In the event of any  liquidation,
dissolution or winding up of D&PL, either voluntary or involuntary,  the holders
of Series M  Preferred  Stock  shall be  entitled  to  receive,  prior to and in
preference to any  distribution to holders of Common Stock or any other class of
security of D&PL,  $13.936 per share of Series M Preferred  Stock.  The Series M
Preferred Stock became convertible on February 2, 2003, the seventh  anniversary
of the date on which the Series M Preferred Stock was issued.

Stock Option Plans

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

The 1995 Long-Term  Incentive  Plan, as amended and restated in March 2000, (the
"LTIP") allows for the awarding of stock options to officers,  key employees and
directors.  The amended and  restated  1995 plan  eliminates  the ability of the
Board of  Directors to award stock  appreciation  rights,  restricted  shares of
common stock and performance unit credits.  Under the LTIP,  options to purchase
5,120,000  shares  (after  effect of stock  splits) of Common Stock of D&PL were
available  for  grant.  Shares  subject  to  options  and  awards  which  expire
unexercised  are available for new option grants and awards.  New members of the
Board of Directors receive automatic grants of options to purchase 62,222 shares
upon being named to the Board and each  director is given an  additional  annual
grant of options to purchase  2,666 shares for each of the second  through sixth
year each director serves as such (which grants began in 1998). At the March 30,
2000 Annual  Meeting,  the Board of  Directors  agreed to grant  options to each
Director for 80,000  shares of D&PL Common Stock.  Such options are  exercisable
ratably over five years commencing after one year from the date of grant.

Additional  information  regarding options granted and outstanding is summarized
below:

Stock Options                       Number of
                                     Shares                  Price Range
                                 --------------     --------------------------
Outstanding at August 31, 2000       4,437,620           $  4.67      $  49.31
Granted                                 84,218             23.68         25.19
Exercised                             (165,508)             4.67         22.36
Lapsed or canceled                    (300,370)            15.71         49.31
                                 --------------     ------------    ----------
Outstanding at August 31, 2001       4,055,960              4.67         49.31
Granted                                682,496             17.85         20.47
Exercised                             (200,338)             4.67         19.62
Lapsed or canceled                    (500,299)            16.91         49.31
                                 --------------     ------------    ----------
Outstanding at August 31, 2002       4,037,819              4.67         47.31
Granted                                258,554             18.28         23.99
Exercised                             (213,545)             4.67         24.25
Lapsed or canceled                     (98,846)            17.85         41.69
                                 --------------     ------------    ----------
Outstanding at August 31, 2003       3,983,982           $  4.67      $  47.31
                                 ==============     ============    ==========
<PAGE>

The  weighted  average fair values of options  granted in fiscal 2003,  2002 and
2001 were $6.41,  $6.49 and $10.41 per share,  respectively.  The fair value for
these options was estimated at the date of grant,  using a Black-Scholes  Option
Pricing Model with the following assumptions:

                                2003                2002               2001
                           --------------     ---------------    ---------------
Expected dividend yield              1%                  3%                 3%
Expected option lives           8 years             5 years            5 years
Expected volatility              24.99%              33.52%             39.09%
Risk-free interest rates          3.07%               5.54%              5.86%

The  following  table  summarizes  certain  information  about  outstanding  and
exercisable stock options at August 31, 2003:

                        Options Outstanding             Options Exercisable
                  ----------------------------------  -------------------------
                            Weighted
                              Average      Weighted                  Weighted
                             Remaining      Average                   Average
  Exercise Price          Contractual Life Exercise                  Exercise
      Range         Number    in Years      Price       Number         Price
----------------  ----------  --------  ------------  ----------     ----------
$  4.67 to 16.50     735,130     1.4     $   8.42        735,130      $    8.42
$ 16.91 to 28.90   3,165,192     6.2        20.77      1,860,981          21.82
$ 32.80 to 39.19      81,660     5.2        35.90         67,990          35.96
$ 41.69 to 47.31       2,000     4.7        47.31          2,000          47.31
                  ----------                          ----------
                   3,983,982                           2,666,101

Treasury Stock

In February 2000, the Board of Directors authorized a program for the repurchase
of up to $50 million of D&PL's common stock. The shares  repurchased  under this
program are to be used to provide  for option  exercises,  conversion  of D&PL's
Series M Convertible Non-Voting Preferred shares and for other general corporate
purposes.  At August  31,  2003,  D&PL had  repurchased  1,303,000  shares at an
aggregate purchase price of approximately  $23,798,000 under this program.  D&PL
purchased 310,100 shares at an aggregate purchase price of $6,135,000 under this
plan in the year ended August 31, 2003.

Earnings Per Share

Dilutive  common share  equivalents  consist of both D&PL's Series M Convertible
Non-Voting  Preferred  Shares and  outstanding  stock  options under D&PL's 1993
Stock  Option  Plan  and  the  1995  Long-Term  Incentive  Plan.   Approximately
1,117,000,  2,259,000 and 748,000 outstanding stock options were not included in
the  computation  of diluted  earnings  per share for the years ended August 31,
2003, 2002 and 2001, respectively,  because the effect of their exercise was not
dilutive  based on the  average  market  price of D&PL's  common  stock for each
respective reporting period.

<PAGE>

The table below reconciles the basic and diluted per share computations:

                                          For the Twelve Months Ended August 31,
                                         ---------------------------------------
                                           2003           2002          2001
                                        -----------    -----------   -----------
Income:
Net income                               $  27,805      $  30,339     $  32,307
Less:  Preferred stock dividends              (288)          (213)         (160)
                                        -----------    -----------   -----------
Net income for basic EPS                    27,517         30,126        32,147
Effect of Dilutive Securities:
Convertible Preferred Stock Dividends          288            213           160
                                        -----------    -----------   -----------
Net income available to common
stockholders plus assumed conversions
 - for diluted EPS                       $  27,805      $  30,339     $  32,307
                                        ============   ===========   ===========
Shares:
Basic EPS shares                            38,113         38,362        38,473
Effect of Dilutive Securities:
Options to purchase common stock               414            352           571
Convertible preferred stock                  1,067          1,067         1,067
                                        ------------   ------------  -----------
Diluted EPS shares                          39,594         39,781        40,111
                                        ============   ============  ===========
Per Share Amounts:
Basic                                    $    0.72      $    0.79     $    0.84
                                        ============   ============  ===========
Diluted                                  $    0.70      $    0.76     $    0.81
                                        ============   ============  ===========

18.   UNAUDITED QUARTERLY FINANCIAL DATA

All of D&PL's domestic seed products  (including those  containing  Bollgard and
Roundup Ready  technologies) are subject to return and credit risks, the effects
of which vary from year to year.  The annual level of returns  and,  ultimately,
net sales  and net  income,  are  influenced  by  various  factors,  principally
commodity prices and weather conditions  occurring in the spring planting season
(during  D&PL's third and fourth fiscal  quarters).  D&PL provides for estimated
returns as sales occur.  To the extent  actual  returns  differ from  estimates,
adjustments  to D&PL's  operating  results are  recorded  when such  differences
become known,  typically in D&PL's fourth quarter. All significant returns occur
or are accounted  for by fiscal year end. We also offer various sales  incentive
programs for seed and  participate in such programs  related to the Bollgard and
Roundup  Ready  technology  fees  offered by  Monsanto.  Generally,  under these
programs,  if a farmer  plants  his seed  and the crop is lost  (usually  due to
inclement  weather)  by a certain  date,  a portion of the price of the seed and
technology fees are forgiven or rebated to the farmer.  The amount of the refund
and the  impact to D&PL  depends on a number of factors  including  whether  the
farmer can replant the crop that was destroyed.  We record monthly  estimates to
account for these  programs.  The majority of program  rebates  occur during the
second and third quarters.  Essentially all material claims under these programs
have occurred or are accounted for by fiscal year end. Generally,  international
sales are not  subject  to return.  A  substantial  portion of Company  sales is
concentrated  in the  second  and  third  fiscal  quarters.  As a  result,  D&PL
generally  expects to incur 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:
(In thousands, except per share data)

--------------------------------------------------------------------------------
Fiscal 2003: Three months ended
                               November 30   February 28    May 31    August 31
--------------------------------------------------------------------------------

Net sales and licensing fees      $ 5,599    $ 107,537    $  168,936   $   (796)
Gross profit                        1,760       42,161        58,389        (17)
Net (loss) income applicable to
    common shares (2)              (7,484)      16,068        28,401     (9,468)
Net (loss) income per
    share-basic (1) (2)             (0.20)        0.42          0.75      (0.25)
Weighted average number of
    shares used in quarterly per
    share calculations-basic       38,176       38,124        38,049     38,103
Net (loss) income per
    share- diluted (1) (2)          (0.20)        0.41          0.72      (0.25)
Weighted average number of
    shares used in quarterly per
    share calculations-diluted     38,176       39,556        39,598     38,103
--------------------------------------------------------------------------------

Fiscal 2002: Three months ended
                               November 30   February 29    May 31    August 31
--------------------------------------------------------------------------------

Net sales and licensing fees      $ 8,253    $ 111,867     $ 135,386    $ 2,301
Gross profit                        2,804       40,122        49,050        573
Net (loss) income applicable to
    common shares                  (4,538)      17,721        25,012     (8,069)
Net (loss) income per
    share-basic(1)                  (0.12)        0.46          0.65      (0.21)
Weighted average number of
    shares used in quarterly per
    share calculations -basic      38,385       38,454        38,343     38,267
Net (loss) income per
    share- diluted (1)              (0.12)        0.44          0.63      (0.21)
Weighted average number of
    shares used in quarterly per
    share calculations- diluted    38,385       39,991        39,769     38,267

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

Fiscal 2001: Three months ended
                               November 30   February 28    May 31    August 31
--------------------------------------------------------------------------------

Net sales and licensing fees      $ 9,694     $ 150,154    $ 139,331   $  6,627
Gross profit                        2,295        51,782       48,596      2,897
Net (loss) income applicable to
    common shares (3)              (4,958)       23,843       22,885     (9,623)
Net (loss) income per
    share-basic (1) (3)             (0.13)         0.62         0.59      (0.25)
Weighted average number of
    shares used in quarterly per
    share calculations -basic      38,386        38,425       38,963     38,543
Net (loss) income per
    share- diluted (1) (3)          (0.13)         0.59         0.56      (0.25)
Weighted average number of
    shares used in quarterly per
    share calculations- diluted    38,386        40,101       40,667     38,543


(1) The sum of the  quarterly  net (loss) income 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) The first and
third  quarters  each include the effect of  recording a $0.5 million  charge in
each quarter for the closing of two U.S.  locations and reductions in the number
of employees at an international wholly-owned subsidiary and at an international
joint venture.  (3) The fourth  quarter  includes the effect of recording a $6.3
million charge for the closing of a delinting plant and severance related to the
reduction in operations and corporate staffs.



<PAGE>



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

Effective May 15, 2002, at the recommendation of the Audit Committee,  the Board
of Directors of D&PL engaged KPMG LLP ("KPMG") as D&PL's  independent  auditors.
During fiscal 2000 and 2001 and through May 14, 2002,  D&PL did not consult KPMG
with  respect  to  the  application  of  accounting  principles  to a  specified
transaction,  either  completed or proposed,  or the type of audit  opinion that
might be rendered on the consolidated financial statements of D&PL, or any other
matters  or  reportable  events as set forth in Items  304(a)(2)(i)  and (ii) of
Regulation S-K.

KPMG  replaced  the firm of Arthur  Andersen LLP  ("Arthur  Andersen"),  who was
dismissed  by  D&PL's  Board of  Directors  at the  recommendation  of the Audit
Committee.  In light of the uncertainties  involving Arthur Andersen at the time
of this change, D&PL's Board of Directors and Audit Committee determined that it
was in the best  interests of D&PL to appoint a different  independent  auditing
firm.

Arthur  Andersen  issued an unqualified  opinion on the  consolidated  financial
statements  of D&PL as of and for the years ended  August 31, 2001 and 2000.  To
the knowledge of  management,  during the fiscal years ended August 31, 2001 and
2000, and in the subsequent period through the date of dismissal,  there were no
disagreements  with Arthur  Andersen on any matters of accounting  principles or
practices,  financial  statement  disclosure,  or auditing  scope and procedures
which, if not resolved to the satisfaction of Arthur Andersen, would have caused
it to make  reference  to the  matter in  connection  with  their  report on the
financial statements. Additionally, during such periods there were no reportable
events as defined in Item 304(a)(1)(v) of Regulation S-K.

D&PL  requested,  and  Arthur  Andersen  furnished,  a letter  addressed  to the
Securities and Exchange  Commission stating that Arthur Andersen agrees with the
statements  made by D&PL herein.  A copy of that letter from Arthur  Andersen to
the  Securities  and Exchange  Commission  is filed as Exhibit 16 to this Annual
Report on Form 10-K. For additional information, see Exhibit 23.02 hereto.

ITEM 9A. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures.

D&PL's chief executive  officer and chief  financial  officer have evaluated the
effectiveness  of the design and  operation  of D&PL's  disclosure  controls and
procedures  (as defined in Exchange Act Rule  13a-14(c))  as of August 31, 2003.
Based on that  evaluation,  the chief  executive  officer  and  chief  financial
officer  have  concluded  that D&PL's  disclosure  controls and  procedures  are
effective  to ensure  that  material  information  relating  to D&PL and  D&PL's
consolidated  subsidiaries is made known to such officers by others within these
entities,  particularly  during the period this annual report was  prepared,  in
order to allow timely decisions regarding required disclosure.

(b) Changes in Internal Controls.

There have not been any significant  changes in D&PL's  internal  controls or in
other factors that could  significantly  affect these controls subsequent to the
date of their evaluation.

                                    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

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Information  with respect to these items is set forth in D&PL's Proxy  Statement
for the Annual  Meeting of  Stockholders  to be held on January  15,  2004 to be
filed with the  Commission  pursuant to Regulation  14(a) no later than December
30, 2003 and is incorporated herein by reference.

<PAGE>

                                     PART IV



ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

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:

Independent Auditors' Report

Report of Independent Public Accountants

Consolidated  Statements  of Income - for each of the three  years in the period
ended August 31, 2003

Consolidated Balance Sheets - August 31, 2003 and 2002

Consolidated  Statements  of Cash  Flows - for  each of the  three  years in the
period ended August 31, 2003

Consolidated  Statements of Changes in  Stockholders'  Equity and  Comprehensive
Income - for each of the three years in the period ended August 31, 2003

Notes to Consolidated Financial Statements

2. Financial  Statement Schedule - the following financial statement schedule of
Delta and Pine Land  Company and  subsidiaries  is submitted in response to Part
IV, Item 15:

Independent  Auditors'   Report.........................................53

Report of Independent Public Accountants................................54

Schedule II - Consolidated Valuation and Qualifying Accounts............55

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

3. Exhibits

The exhibits to the Annual Report of Delta and Pine Land Company filed  herewith
are listed on Page 56.

4. Reports on Form 8-K

On September 12, 2003,  D&PL filed a report on Form 8-K dated September 12, 2003
under  Items 5 and 7  announcing  a press  release  dated  September  12,  2003,
announcing court action in our lawsuit against Monsanto Company.

On October  28,  2003,  D&PL filed a report on Form 8-K dated  October  28, 2003
under  Items 7 and 12  announcing  a  press  release  dated  October  28,  2003,
reporting  results of  operations  and  financial  condition for the quarter and
twelve months ended August 31, 2003.


<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 26, 2003.

DELTA AND PINE LAND COMPANY
(Registrant)


/s/ Jon E.M. Jacoby
--------------------------------------------                   November 26, 2003
By:  Jon E. M. Jacoby, Chairman of the Board

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

  Signature                      Title                              Date


/s/ W. Thomas Jagodinski  President, Chief Executive           November 26, 2003
------------------------  Officer, and Director
W. Thomas Jagodinski      (Principal Executive Officer)


/s/ R.D. Greene           Vice President - Finance,            November 26, 2003
---------------------     Treasurer and Assistant Secretary
R. D. Greene              (Principal Financial and
                          Accounting Officer)


/s/ F. Murray Robinson    Vice Chairman and Director           November 26, 2003
---------------------
F. Murray Robinson


/s/ Stanley P. Roth       Vice Chairman and Director           November 26, 2003
---------------------
Stanley P. Roth


/s/ Nam-Hai Chua          Director                             November 26, 2003
---------------------
Nam-Hai Chua


/s/ Joseph M. Murphy      Director                             November 26, 2003
---------------------
Joseph M. Murphy


/s/ Rudi E. Scheidt       Director                             November 26, 2003
---------------------
Rudi E. Scheidt


<PAGE>


                          Independent Auditors' Report



The Board of Directors of
Delta and Pine Land Company:

We have audited in accordance with auditing standards  generally accepted in the
United  States,  the 2003  financial  statements  of Delta and Pine Land Company
included  in this Form 10-K.  Our audits were made for the purpose of forming an
opinion on the basic financial  statements taken as a whole. The schedule listed
in the Index of Part IV, Item 15(a)2,  is the  responsibility  of the  Company's
management  and is presented for purposes of complying  with the  Securities and
Exchange  Commission's rules and is not part of the basic financial  statements.
The schedule has been subjected to the auditing procedures applied in the audits
of the basic 2003 and 2002  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 2003 and 2002 financial  statements  taken as a
whole.


KPMG LLP

Memphis, Tennessee
October 24, 2003

<PAGE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


TO DELTA AND PINE LAND COMPANY:

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




Arthur Andersen LLP

Memphis, Tennessee,
October 26, 2001.


This is a copy of the audit report  previously  issued by Arthur Andersen LLP in
connection  with Delta and Pine Land Company's  filing on Form 10-K for the year
ended  August 31,  2001.  This  audit  report  has not been  reissued  by Arthur
Andersen LLP in connection  with this filing on Form 10-K. See Exhibit 23.02 for
further discussion.

<PAGE>


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

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

Fiscal year ended August 31, 2001

Allowance for doubtful accounts      $      1,091     $       153       $        -         $   (57)(a)      $     1,187

Fiscal year ended August 31, 2002

Allowance for doubtful accounts      $      1,187     $       228       $     (303)(b)     $   (12)(a)      $     1,100

Fiscal year ended August 31, 2003

Allowance for doubtful accounts      $      1,100     $       476       $      472 (b)     $   (39)(a)      $     2,009

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


(b) Amount charged to cumulative translation adjustment for fluctuations in
    non-U.S. dollar denominated reserves.
</TABLE>

<PAGE>

                                     INDEX
                     EXHIBITS TO ANNUAL REPORT ON FORM 10-K
                           YEAR ENDED AUGUST 31, 2003
                           DELTA AND PINE LAND COMPANY


Exhibits(1)                       Description

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

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

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

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

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

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

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

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

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

4.06     Amendment No. 2 to the Rights Agreement dated May 8, 1998 by and
         between Delta and Pine Land Company and the Harris Trust and
         Savings Bank. (14)

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

10.01    Incentive Bonus Program. (6)

10.02    Delta and Pine Land Company Retirement Plan as amended and restated as
         of January 1, 1997 and further amended by Amendment No. 1 dated
         October 23, 2002, Amendment Nos. 2 and 3 dated December 20, 2002. (15)

10.03    Supplemental Executive Retirement plan dated May 22, 1992, and
         effective January 1, 1992. (6)

10.04    1993 Stock Option Plan of Registrant, as adopted on
         June 11, 1993. (1)(6)

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

10.06    Delta and Pine Land  Company  Savings  Plan - Wells  Fargo Bank Texas,
         N.A. Defined  Contribution  Master Plan and Trust Agreement,  Adoption
         Agreement dated December 23, 2002, EGTRRA Amendment to the Wells Fargo
         Bank Texas, N.A. Defined  Contribution  Master Plan and Trust Agreement
         dated November 1, 2001,  Post-EGTRRA Amendment to the Wells Fargo Bank
         Texas, N.A. Defined Contribution Master Plan and Trust Agreement dated
         September 11, 2003. (15)

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


<PAGE>

10.08    Trademark License Agreement dated February 2, 1996 between Monsanto
         and D&PL. (3)

10.09    Registration Rights Agreement between D&PL and Monsanto dated
         February 2, 1996. (3)

10.10    Temporary Services Agreement dated February 2, 1996 between Monsanto,
         D&PL, and PTC. (3)

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

10.12    Greenhouse Lease dated February 2, 1996 between Monsanto and PTC. (3)

10.13    Research Agreement dated February 2, 1996 between Monsanto and PTC. (3)

10.14    Partnership Agreement dated February 2, 1996 between D&PL and
         Monsanto.(3)

10.15    Marketing Services Agreement dated February 2, 1996 between D&PL,
         Monsanto and D&M Partners. (3)

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

10.17    Roundup Ready Gene License and Seed Services Agreement dated February
         2, 1996 between Monsanto, D&M Partners and D&PL. (3)

10.18    Option Agreement dated February 2, 1996 between Monsanto
         and D&PL. (3)(6)

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

10.20    Amended and Restated Delta and Pine Land Company 1995 Long-Term
         Incentive Plan, as adopted on February 6, 1996. (6)(15)

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

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

10.23    Bollgard II Gene License and Seed Services Agreement dated
         December 11, 2000. (11)

10.24    Roundup Ready Soybean License and Seed Services Agreement and the
         Amended and Restated Licensee Incentive Agreement. (11)

10.25    Bollgard Gene License Agreement by and between Monsanto Company, Delta
         and Pine Land Company, D&PL International Technology Corp., and D&M
         International and Amendment. (10)

10.26    Redemption Agreement dated as of May 28, 2002 among D&M International,
         L.L.C., D&PL International Technology Corp., Pharmacia Corporation,
         solely for the purposes of Section 1.2c and Articles II and III
         hereof, and Monsanto Company, and, solely for the purposes of Section
         3.2 hereof, Delta and Pine Land Company. (10)

10.27    Amendment to Bollgard Gene License and Seed Services Agreement of
         February 2, 1996 dated March 26, 2003. (15)

10.28    Amendment to Roundup Ready Gene License and Seed Services Agreement of
         February 2, 1996 dated March 26, 2003. (15)

14.00    Delta and Pine Land Company Code of Business Conduct and Ethics (15)

16.00    Letter from Arthur Andersen LLP to the Securities and Exchange
         Commission dated May 14, 2002 regarding change in certifying
         accountant (5)


<PAGE>

21.01    Subsidiaries of the Registrant. (15)

23.01    Independent Auditors' Consent. (15)

23.02    Notice Regarding Consent of Arthur Andersen LLP. (15)

31.01    Section 302 Certification of Principal Executive Officer. (15)

31.02    Section 302 Certification of Principal Financial Officer. (15)

32.01    Certification of Periodic Financial Report Pursuant to 18 U.S.C.
         Section 1350 by Principal Executive Officer. (15)

32.02    Certification of Periodic Financial Report Pursuant to 18 U.S.C.
         Section 1350 by Principal Financial and Accounting Officer. (15)



-------------------------
(1)  All incorporated by reference from Registration Statement on Form S-1, File
     No. 33-61568, filed June 29, 1993 except as otherwise noted herein.
(2)  Incorporated by reference from Form 8-K filed May 14, 1998
(3)  Incorporated by reference from Form 8-K, File No. 000-14136, filed February
     19, 1996
(4)  Incorporated by reference from Form 8-A, File No. 000-21293,filed September
     3, 1996
(5)  Incorporated by reference from Form 8-K filed May 17, 2002
(6)  Represents management contract or compensatory plan
(7)  Incorporated by reference from Form 10-Q, File No. 000-21788,filed July 14,
     1995
(8)  Incorporated by reference from Form 8-K filed May 16, 1994
(9)  Incorporated by reference from Form 8-K, File No.  000-21788, filed June 4,
     1996
(10) Incorporated by reference from Form 10-K filed November 25, 2002
(11) Incorporated by reference from Form 10-K filed November 29, 2001
(12) Incorporated by reference from Form 8-K filed May 18, 2000
(13) Incorporated by reference from Form 8-K filed September 14, 2000
(14) Incorporated by reference from Form 10-K filed November 24, 1998
(15) Filed herewith