Delta and Pine Land Company

                       CODE OF BUSINESS CONDUCT AND ETHICS

Introduction

This  Code of  Business  Conduct  and  Ethics  covers a wide  range of  business
practices and procedures.  It does not cover every issue that may arise,  but it
sets out basic  principles to guide all employees of Delta and Pine Land Company
(the  "Company").  All of  our  directors,  officers  and  employees  (sometimes
referred to  collectively  as "employees" in this Code) must conduct  themselves
accordingly and seek to avoid even the appearance of improper behavior. The Code
should  also  be  provided  to  and  followed  by  the   Company's   agents  and
representatives, including consultants.

If a law  conflicts  with a policy in this Code,  you must  comply with the law;
however,  if a local custom or policy  conflicts with this Code, you must comply
with the Code. If you have any questions about these  conflicts,  you should ask
your supervisor how to handle the situation.

Those who violate  the  standards  in this Code will be subject to  disciplinary
action.  If you are in a  situation  which you  believe may violate or lead to a
violation of this Code,  follow the  guidelines  described in Section 14 of this
Code.

1. Compliance with Laws, Rules and Regulations

Obeying the law, both in letter and in spirit,  is the  foundation on which this
Company's  ethical  standards are built. All employees must respect and obey the
laws of the cities,  states and countries in which we operate.  Although not all
employees  are  expected to know the details of these laws,  it is  important to
know enough to determine when to seek advice from supervisors, managers or other
appropriate personnel.

The Company holds information and training  sessions to promote  compliance with
laws, rules and regulations, including insider-trading laws.

2. Conflicts of Interest

A "conflict of interest" exists when a person's  private interest  interferes in
any way with the interests of the Company.  A conflict  situation can arise when
an employee, officer or director takes actions or has interests that may make it
difficult  to perform  his or her  Company  work  objectively  and  effectively.
Conflicts of interest may also arise when an employee,  officer or director,  or
members of his or her family, receives improper personal benefits as a result of
his or her position in the Company.  Loans to, or guarantees of obligations  of,
employees and their family members may create conflicts of interest.

It is almost  always a  conflict  of  interest  for a Company  employee  to work
simultaneously  for a competitor,  customer or supplier.  You are not allowed to
work for a competitor  as a consultant  or board  member.  The best policy is to
avoid any direct or indirect business  connection with our customers,  suppliers
or competitors, except on our behalf.

Conflicts of interest are prohibited as a matter of Company policy, except under
guidelines  approved by the Board of  Directors.  Conflicts  of interest may not
always be clear-cut,  so if you have a question,  you should consult with higher
levels  of  management  or the  Company's  Corporate  Services  Department.  Any
employee,  officer or  director  who becomes  aware of a conflict  or  potential
conflict  should  bring it to the  attention of a  supervisor,  manager or other
appropriate  personnel or consult the procedures described in Section 14 of this
Code.

3. Insider Trading

Employees who have access to  confidential  information are not permitted to use
or share that  information  for stock trading  purposes or for any other purpose
except the conduct of our business. All non-public information about the Company
should be considered confidential information. To use non-public information for
personal  financial  benefit or to "tip"  others  who might  make an  investment
decision  on the  basis  of this  information  is not  only  unethical  but also
illegal.  If you have any  questions,  please  consult the  Company's  Corporate
Services Department.

4. Corporate Opportunities

Employees,  officers and directors  are  prohibited  from taking for  themselves
personally  opportunities  that  are  discovered  through  the use of  corporate
property, information or position without the consent of the Board of Directors.
No employee may use corporate  property,  information,  or position for improper
personal  gain,  and no  employee  may  compete  with the  Company  directly  or
indirectly.  Employees,  officers  and  directors  owe a duty to the  Company to
advance its legitimate interests when the opportunity to do so arises.

5. Competition and Fair Dealing

We seek to outperform our competition  fairly and honestly.  We seek competitive
advantages  through  superior  performance,  never through  unethical or illegal
business practices.  Stealing proprietary  information,  possessing trade secret
information  that was obtained  without the owner's  consent,  or inducing  such
disclosures by past or present employees of other companies is prohibited.  Each
employee  should  endeavor  to respect  the rights of and deal  fairly  with the
Company's  customers,  suppliers  (including trait  suppliers),  competitors and
employees.   No  employee  should  take  unfair   advantage  of  anyone  through
manipulation, concealment, abuse of privileged information, misrepresentation of
material facts, or any other intentional unfair-dealing practice.

To maintain  the  Company's  valuable  reputation,  compliance  with our quality
processes  and  safety  requirements  is  essential.  In the  context of ethics,
quality  requires that our products and services be designed and manufactured to
meet our obligations to customers.  All inspection and testing documents must be
handled in accordance with all applicable regulations.

The purpose of business  entertainment  and gifts in a commercial  setting is to
create good will and sound working  relationships,  not to gain unfair advantage
with customers. No gift or entertainment should ever be offered, given, provided
or  accepted  by any  Company  employee,  family  member of an employee or agent
unless it: (1) is not a cash gift,  (2) is consistent  with  customary  business
practices,  (3) is not excessive in value, (4) cannot be construed as a bribe or
payoff and (5) does not violate any laws or  regulations.  Please  discuss  with
your  supervisor  any gifts or  proposed  gifts  which you are not  certain  are
appropriate.

6. Discrimination and Harassment

The diversity of the Company's  employees is a tremendous  asset.  We are firmly
committed to providing  equal  opportunity in all aspects of employment and will
not tolerate any illegal  discrimination  or  harassment  or any kind.  Examples
include  derogatory  comments  based on  racial or  ethnic  characteristics  and
unwelcome sexual advances.

7. Health and Safety

The Company  strives to provide each  employee  with a safe and  healthful  work
environment. Each employee has responsibility for maintaining a safe and healthy
workplace for all  employees by following  safety and health rules and practices
and reporting accidents, injuries and unsafe equipment, practices or conditions.

Violence and threatening behavior are not permitted.  Employees should report to
work in condition to perform  their  duties,  free from the influence of illegal
drugs  or  alcohol.  The use of  illegal  drugs  in the  workplace  will  not be
tolerated.

8. Record-Keeping

The Company requires honest and accurate  recording and reporting of information
in order to make responsible business decisions.  For example, only the true and
actual number of hours worked should be reported.

Many employees regularly use business expense accounts, which must be documented
and  recorded  accurately.  If you are not sure  whether  a certain  expense  is
legitimate,  ask  your  supervisor  or  the  corporate  controller.   Rules  and
guidelines are available from the Accounting and Finance Department.

All of the Company's books,  records,  accounts and financial statements must be
maintained  in  reasonable  detail,  must  appropriately  reflect the  Company's
transactions and must conform both to applicable  legal  requirements and to the
Company's  system of internal  controls.  Unrecorded or "off the books" funds or
assets  should  not  be  maintained   unless  permitted  by  applicable  law  or
regulation.

Business  records and  communications  often become public,  and we should avoid
exaggeration,  derogatory remarks, guesswork, or inappropriate characterizations
of people and  companies  that can be  misunderstood.  This  applies  equally to
e-mail, internal memos, and formal reports. Records should always be retained or
destroyed  according to the Company's record retention  policies.  In accordance
with those policies,  in the event of litigation or  governmental  investigation
please consult the Company's Corporate Services Department.

9. Confidentiality

Employees  must  maintain  the   confidentiality  of  confidential   information
entrusted to them by the Company,  its  technology  or business  partners or its
customers,  except when  disclosure  is  authorized  by the  Corporate  Services
Department or required by laws or regulations. Confidential information includes
all non-public  information  that might be of use to competitors,  or harmful to
the Company or its customers,  if disclosed.  It also includes  information that
suppliers  and  customers  have  entrusted  to us. The  obligation  to  preserve
confidential information continues even after employment ends.

10. Protection and Proper Use of Company Assets

All employees  should endeavor to protect the Company's  assets and ensure their
efficient  use.  Theft,  carelessness,  and  waste  have a direct  impact on the
Company's  profitability.  Any  suspected  incident of fraud or theft  should be
immediately reported for investigation. Company equipment should not be used for
non-Company business, though incidental personal use may be permitted.

The  obligation  of  employees  to protect the  Company's  assets  includes  its
proprietary information.  Proprietary information includes intellectual property
such as trade secrets, patents, trademarks, and copyrights, as well as business,
marketing and service  plans,  engineering  and  manufacturing  ideas,  designs,
databases,  records,  salary information and any unpublished  financial data and
reports.  Unauthorized  use or  distribution of this  information  would violate
Company  policy.  It could also be illegal and result in civil or even  criminal
penalties.

11. Payments to Government Personnel

The U.S.  Foreign  Corrupt  Practices  Act prohibits  giving  anything of value,
directly or indirectly, to officials of foreign governments or foreign political
candidates in order to obtain or retain business.  It is strictly  prohibited to
make illegal payments to government officials of any country.

In addition,  the U.S. government has a number of laws and regulations regarding
business  gratuities  which may be accepted by U.S.  government  personnel.  The
promise,  offer or delivery to an official or employee of the U.S. government of
a gift,  favor or other  gratuity  in  violation  of these  rules would not only
violate  Company  policy but could also be a criminal  offense.  State and local
governments,  as well as  foreign  governments,  may  have  similar  rules.  The
Company's  Corporate  Services  Department  can provide  guidance to you in this
area.

12. Waivers of the Code of Business Conduct and Ethics

Any waiver of this Code for executive  officers or directors may be made only by
the Board or a Board committee and will be promptly disclosed as required by law
or stock exchange regulation.

13. Reporting any Illegal or Unethical Behavior

Employees are encouraged to talk to supervisors,  managers or other  appropriate
personnel about observed  illegal or unethical  behavior and when in doubt about
the best  course of action in a  particular  situation.  It is the policy of the
Company not to allow  retaliation  for reports of  misconduct  by others made in
good faith by  employees.  Employees  are  expected  to  cooperate  in  internal
investigations of misconduct.

14. Compliance Procedures

We must all work to ensure prompt and consistent  action  against  violations of
this Code. However, in some situations it is difficult to know right from wrong.
Since we cannot anticipate every situation that will arise, it is important that
we have a way to approach a new question or problem. These are the steps to keep
in mind:

o    Make sure you have all the facts. In order to reach the right  solutions,
     we must be as fully informed as possible.

o    Ask yourself: What specifically am I being asked to do? Does it seem
     unethical or improper? This will enable you to focus on the specific
     question you are faced with, and the alternatives you have. Use your
     judgment and common sense; if something seems unethical or improper, it
     probably is.

o    Clarify your responsibility and role. In most situations, there is
     shared responsibility. Are your colleagues informed? It may help to get
     others involved and discuss the problem.

o    Discuss the problem with your supervisor. This is the basic guidance
     for all situations. In many cases, your supervisor will be more
     knowledgeable about the question, and will appreciate being brought
     into the decision-making process. Remember that it is your supervisor's
     responsibility to help solve problems.

o    Seek help from Company resources. In the rare case where it may not be
     appropriate to discuss an issue with your supervisor, or where you do
     not feel comfortable approaching your supervisor with your question,
     discuss it locally with your manager or the human resources manager. If
     that also is not appropriate, call a corporate officer at (800)
     321-8989. If you prefer to write, address your concerns to: Ann
     Shackelford or Tom Jagodinski at the company's headquarters (PO Box
     157, Scott, MS 38772).

o    You may report ethical violations in confidence and without fear of
     retaliation. If your situation requires that your identity be kept
     secret, your anonymity will be protected. The Company does not permit
     retaliation of any kind against employees for good faith reports of
     ethical violations.

o    Always ask first, act later: If you are unsure of what to do in any
     situation, seek guidance before you act.