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, 1999

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

Commission File Number: 000-21788


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

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

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

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

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

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




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

                                      None

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

                                 Yes X       No
                                    ----        ----

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

The  aggregate  market  value of  Common  Stock  held by  non-affiliates  of the
Registrant, based upon the closing sale price of the Common Stock on October 31,
1999 as reported on the New York Stock Exchange, was approximately $651,438,000.
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, 1999,  Registrant had outstanding  38,685,482 shares of Common
Stock.




<PAGE>


                                     PART I

ITEM 1.   BUSINESS

Domestic

On May 8,  1998,  Delta and Pine Land  Company  ("DPLC")  entered  into a Merger
Agreement with Monsanto  Company  ("Monsanto"),  pursuant to which DPLC would be
merged  with and into  Monsanto.  This  agreement  has been  approved  by DPLC's
stockholders  but is subject to the  expiration of the waiting  period under the
Hart-Scott-Rodino  Antitrust  Improvements  Act  of  1976.  Under  terms  of the
agreement,  DPLC's  stockholders  will be entitled to receive  0.8625  shares of
Monsanto's common stock in exchange for each share of DPLC stock they hold. At a
Special  Shareholders  Meeting  held on  November  30,  1998,  the  shareholders
approved  the  Merger  Agreement  and  Plan  of  Merger.  The  Merger  Agreement
originally had an expiration date of June 30, 1999.  However,  DPLC could extend
the period of time in which to complete  the merger  until  December 31, 1999 or
under certain circumstances to June 30, 2000. On May 21, 1999, DPLC and Monsanto
agreed to extend the time for  completing  the merger  from June 30,  1999 until
December 31, 1999,  with an option for DPLC to extend this  deadline to June 30,
2000.

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

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

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

International

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

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

Joint Ventures

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

In December 1997,  D&M  International,  LLC,  formed a joint venture with Ciagro
S.R.L.  ("Ciagro"), a distributor of agricultural inputs in the Argentine cotton
region,  for the  production and sale of genetically  improved  cottonseed.  CDM
Mandiyu S.R.L., is owned 60% by D&M  International,  LLC, and 40% by Ciagro. The
cotton  region,  primarily  comprised of the  Provinces  of Chaco,  Santiago del
Estero,  Salta and Jujuy,  presently has 1.8 million  acres of cotton  requiring
15,000  tons of cotton  planting  seed per year.  CDM  Mandiyu  S.R.L.  has been
licensed to sell D&PL  cotton  varieties  containing  Monsanto's  Bollgard  gene
technology.  Sales of such varieties commenced in 1999. Future plans include the
production and sale of Roundup Ready  cottonseed  varieties  pending  government
approval.

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

In November 1998, D&M International LLC and Maeda  Administracao e Participacoes
Ltda, an affiliate of Agropem - Agro Pecuria Maeda S.A.,  formed a joint venture
in Minas Gerais,  Brazil. The new company,  MDM Maeda Deltapine Monsanto Algodao
Ltda., will produce,  condition and sell  acid-delinted D&PL varieties of cotton
planting  seed.  The new company  produced and  delinted  enough  cottonseed  of
conventional  varieties in 1999 to plant up to 900,000  acres.  The newly formed
company  will  introduce  transgenic  cottonseed  varieties,  both  Bollgard and
Roundup  Ready,  to the  Brazilian  market  as  soon  government  approvals  are
obtained.

Subsidiaries

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

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

Employees

As of October 31, 1999, the Company  employed a total of 555 full time employees
worldwide.  Due to the nature of the  business,  the Company  utilizes  seasonal
employees in its delinting plants and its research and foundation seed programs.
The maximum number of seasonal  employees  approximates 300 and typically occurs
in October  and  November  of each year.  The  Company  considers  its  employee
relations to be good.

Acquisitions

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

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

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

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

Biotechnology

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

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 and
Monsanto, in order to purchase seed containing the Bollgard gene technology. The
distributor/dealers  who  coordinate  the  farmer  licensing  process  receive a
service payment not to exceed 20% of the technology  sublicensing fee. After the
dealers and distributors  are compensated,  D&M Partners pays Monsanto a royalty
equal  to 71% of the net  sublicense  fee  (technology  sublicensing  fees  less
distributor/dealer  payments) and D&PL retains 29% for its services. The license
agreement  continues  until the later of the  expiration of all patent rights or
October 2008. D&M Partners  contracts the billing and collection  activities for
Bollgard and Roundup  Ready  licensing  fees to Monsanto,  and  therefore may be
affected by Monsanto's  year 2000  compliance  issues.  See "Year 2000 Readiness
Disclosure" and "Outlook" sections contained in Item 1.

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

D&PL has also  developed  transgenic  cotton  varieties  that  are  tolerant  to
Roundup,  a glyphosate-based  herbicide sold by Monsanto.  In 1996, such Roundup
Ready plants were approved by the Food and Drug  Administration,  the USDA,  and
the EPA. In February 1996,  the Company and Monsanto  executed the Roundup Ready
Gene License and Seed Services  Agreement (the "Roundup Ready  Agreement") which
provides for the  commercialization  of Roundup  Ready  cottonseed.  The Roundup
Ready Agreement grants a license to D&PL and certain of its affiliates the right
in the  United  States to sell  cottonseed  of  D&PL's  varieties  that  contain
Monsanto's  Roundup  Ready gene.  The  Roundup  Ready gene makes  cotton  plants
tolerant to contact with Roundup herbicide.  Similar to the Bollgard  Agreement,
farmers  must  execute  limited  use  sublicenses  in  order  to  purchase  seed
containing the Roundup Ready Gene. The  distributors/dealers  who coordinate the
farmer licensing  process receive a portion of the technology  sublicensing fee.
D&PL's  portion of the Roundup  Ready  technology  fee varies  depending  on the
technology fee per acre established by Monsanto.  In 1998 and 1999, D&M Partners
paid Monsanto  approximately  70% of the Roundup Ready  technology fees and D&PL
retained the remaining 30%.

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

In 1999,  the Company  offered for sale 18 cotton  planting seed  varieties that
contained the Bollgard gene  technology,  16 cotton planting seed varieties that
contain the Roundup  Ready gene  technology,  16  varieties  that  contain  both
technologies, and 54 conventional varieties.

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

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

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

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


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

The Company has license, research and development,  confidentiality and material
transfer  agreements with providers of technology that the Company is evaluating
for potential  commercial  applications  and/or  introduction.  The Company also
contracts  with third parties to perform  research on the  Company's  behalf for
enabling  and  other  technologies  that the  Company  believes  have  potential
commercial  applications  in  varietal  crops  around the world.  The  Company's
aggregate  research and development costs were $13.7 million,  $16.7 million and
$18.7 million during 1997, 1998 and 1999, respectively.

Commercial Seed

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

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

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

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

Revenues from domestic seed sales are generally recognized when seed is shipped.
Revenues from Bollgard and Roundup Ready licensing fees are recognized  based on
the  number  of acres  expected  to be  planted  with such seed when the seed is
shipped.  Prior to 1998,  licensing  fees were based on the estimated  number of
acres that farmers represented would be planted with the seed purchased. In 1998
and 1999,  the  licensing  fee charged to farmers  was based on  pre-established
planting  rates for seven  geographic  regions and the estimated  number of seed
contained  in each bag  which may vary by  variety,  location  grown,  and other
factors.  Revenue is recognized based on the established technology fee per unit
shipped to each geographic region. Domestically, the Company promotes its cotton
and soybean seed directly to farmers and sells its seed through distributors and
dealers.  All of the Company's  domestic seed products  (including  Bollgard and
Roundup  Ready  technologies)  are subject to return or credit,  which vary from
year to year.  The  annual  level of  returns  and,  ultimately,  net  sales are
influenced  by  various  factors,   principally  commodity  prices  and  weather
conditions  occurring in the spring  planting  season during the Company's third
and fourth quarters.  The Company provides for estimated returns as sales occur.
To the extent actual returns differ from estimates, adjustments to the Company's
operating results are recorded when such differences become known,  typically in
the Company's fourth quarter. All significant returns occur or are accounted for
by fiscal year end.  International  export seed  revenues are  recognized on the
date seed is shipped or the date  letters of credit are  cleared,  whichever  is
later. Generally, international export sales are not subject to return.

Euro Currency Conversion

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

Year 2000 Readiness Disclosure

Beginning in 1996,  D&PL  initiated  its Global Year 2000 program to ensure that
its infrastructure and information systems comply with the systems  requirements
for the year 2000.  The  program  includes  the  following  phases:  identifying
systems  that need to be  replaced  or fixed;  assessing  the extent of the work
required;  prioritizing  the work;  and  successfully  completing the associated
action  plans.  D&PL has  essentially  completed  the first three  phases of the
program and is now  primarily in the  implementation  phase.  Based on available
knowledge, the majority of systems,  including critical business systems, comply
with year 2000  requirements,  due in large part to the  installation  in fiscal
1997 of a third party software system that is year 2000 compliant,  at a cost in
excess of $3.0 million. Contingency plans were developed for all critical vendor
products and services. These plans identify critical functions, acceptable delay
times and business resumption strategies. The major task remaining is completion
of the implementation of the Desktop Redeployment Plan. The Company continues to
evaluate the estimated costs  associated with the year 2000 compliance  based on
actual  experience.  While the year 2000 efforts involve  additional costs, D&PL
believes,  based on  available  information,  that it will be able to manage its
in-house year 2000 transition  issues without any material adverse effect on its
business operations or financial position.  Total cost incurred to date for year
2000 considerations  (excluding third party software)  approximate  $600,000 and
the Company estimates an additional  $250,000 will be spent to complete the year
2000 compliance process.

D&PL also has  contacted  its major  suppliers  and  customers  to assess  their
preparations  for the year 2000.  These  actions are taken to help  mitigate the
possible  external  impact of year 2000  issues.  Even so,  presently  it is not
feasible to fully assess the  potential  consequences  if service  interruptions
occur  from   suppliers   or  in  such   infrastructure   areas  as   utilities,
communications,  transportation,  banking and government. In addition, it is not
feasible to fully assess the potential  consequences if D&PL's customers are not
compliant.  D&PL has developed business  continuity plans to minimize the impact
of such external events.  D&M Partners (a partnership of which D&PL owns 90% and
Monsanto owns 10%)  contracts  with Monsanto to 1)  administer  sublicensing  to
farmers the right to use the Bollgard and Roundup  Ready  technologies,  2) bill
for such  technologies  and 3)  collect  the  sublicensing  revenues  for  using
technology.  In its 1998 Annual  Report,  Monsanto  disclosed that all year 2000
remediation  work for its  internal  systems  would be  completed  by the  third
calendar quarter of 1999. Monsanto also plans to have contingency plans in place
by the third quarter of 1999 in areas deemed high risk.  The Company is not able
to predict at the present  time the impact,  if any, on its business if Monsanto
is unable to resolve its year 2000 issues successfully.

D&PL's  discussion  of the year 2000  computer  issue  contains  forward-looking
information.  D&PL  believes  that its  critical  computer  systems will be year
2000-compliant  and that the costs to  achieve  compliance  will not  materially
affect its financial condition,  operating results, or cash flows. Nevertheless,
factors  that  could  cause  actual   results  to  differ  from  the   Company's
expectations  include the successful  implementation of year 2000 initiatives by
its customers and suppliers,  changes in the  availability and cost of resources
to implement year 2000 changes, and D&PL's ability to successfully  identify and
correct all systems affected by the year 2000 issue.

Outlook

From time to time, the Company may make  forward-looking  statements relating to
such matters as anticipated financial performance,  existing products, technical
developments,  new  products,  research and  development  activities,  year 2000
issues and similar matters. The Private Securities Litigation Reform Act of 1995
provides a safe harbor for forward-looking  statements.  In order to comply with
the terms of the safe harbor,  the Company notes that a variety of factors could
cause the Company's actual results and experience to differ  materially from the
anticipated   results  or  other   expectations   expressed  in  the   Company's
forward-looking  statements.  The risks and  uncertainties  that may  affect the
operations,  performance,  development  and  results of the  Company's  business
include those noted elsewhere in this Item and the following:

     DPLC's  contemplated  merger  with  Monsanto  is subject to approval by the
     United  States  Department  of Justice,  Antitrust  Division  (USDOJ).  The
     inability  to  complete  this  merger  may have a  material  effect  on the
     Company. However, such effect is not known at this time.

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

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

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

     The recent publicity related to genetically modified organisms ("GMO's") or
     products  made from  plants  that  contain  GMO's may have an effect on the
     Company's sales in the future. In 1999,  approximately 80% of the Company's
     cotton seed that was sold contained either the Bollgard,  Roundup Ready, or
     both  gene  technologies  and  64%  of the  Company's  soybean  seed  sales
     contained  the Roundup  Ready gene  technology.  Although many farmers have
     rapidly  adopted  these  technologies,  the alleged  concern over  finished
     products  that contain GMO's could impact demand for crops raised from seed
     containing such traits.

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

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



<PAGE>



See "Risks and Uncertainties" in Item 7.


ITEM 2.   PROPERTIES

D&PL maintains facilities primarily used for research, delinting,  conditioning,
storage  and  distribution.  The  Company's  headquarters  is  located in Scott,
Mississippi.  This location is used for corporate  offices,  quality  assurance,
research and  development,  sales and  marketing,  seed  production,  and cotton
planting seed delinting, conditioning and storage.

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

The Company's  delinting  and  conditioning  facilities  in Scott,  Mississippi,
Centre,  Alabama,  and  Tunica,  Mississippi  were idled in  conjunction  with a
production  and cost  optimization  program  in  1997.  The  Scott,  Mississippi
facility was used for  delinting  and  conditioning  during 1999.  In 1999,  the
Company sold its  cottonseed  delinting,  conditioning,  storage  facilities and
soybean  processing  plant in  Centre,  Alabama  and its  warehouse  at  Shelby,
Mississippi.  The Company  leased an office  building  and certain  seed storage
facilities in Centre from the purchasers of that site.

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

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

World Headquarters                        Operations Facilities
------------------                        ---------------------
Scott, Mississippi, USA                   Scott, Mississippi, USA
                                          Hollandale, Mississippi, USA
Research Centers                          Tunica, Mississippi, USA
----------------                          Chandler, Arizona, USA
Scott, Mississippi, USA                   Eloy, Arizona, USA
Leland, Mississippi, USA                  Harrisburg, Arkansas, USA
Casa Grande, Arizona, USA                 Aiken, Texas, USA
Maricopa, Arizona, USA                    Lubbock, Texas, USA
Stuttgart, Arkansas, USA                  Catamarca, Argentina
Hartsville, South Carolina, USA           Saenz Pena, Chaco, Argentina
                                          Uberlandia, Minas Gerais, Brazil
Hale Center, Texas, USA                   Narromine, New South Wales, Australia
Lubbock, Texas, USA                       Hefei City, Anhui, People's Republic
Goondiwindi, Queensland, Australia            of China
Uberlandia, Minas Gerais, Brazil          Shijiazhuang, Hebei, People's Republic
Larissa, Greece                               of China
                                          San Jose, Costa Rica
                                          Groblersdal, South Africa


                                          Foreign Offices
                                          ---------------
                                          Narrabri, New South Wales, Australia
                                          Beijing, People's Republic of China
                                          Thessaloniki, Greece
                                          Mexicali, Mexico
                                          Mexico City, Mexico
                                          Zoetermeer, The Netherlands
                                          Asuncion, Paraguay
                                          Seville, Spain
                                          Izmir, Turkey

<PAGE>

ITEM 3.   LEGAL PROCEEDINGS

On October 14, 1999, the Company,  Monsanto and UAP/GA Ag. Chem. Inc. were named
as defendants in two lawsuits  filed by two cotton  farmers in the United States
District  Court for the Western  District of North  Carolina.  The suits allege,
among other things,  that certain varieties sold by the Company that contain the
Roundup Ready gene, performed poorly,  specifically  including lack of tolerance
to Roundup and poor germination.  The Company and Monsanto have investigated the
claims to determine the cause or causes of the alleged problems. Pursuant to the
terms  of the  Roundup  Ready  Agreement  between  D&PL and  Monsanto,  D&PL has
tendered  the  defense of these  claims to  Monsanto  and  requested  indemnify.
Pursuant to the Roundup Ready Agreement,  Monsanto is contractually obligated to
defend and indemnity the Company  against all claims  arising out of the failure
of the  Roundup  glyphosate  tolerance  gene.  D&PL  will  not  have a right  to
indemnification  from  Monsanto,  however,  for any  claim  involving  defective
varietal  characteristics  separate  from or in  addition  to the failure of the
herbicide tolerance gene, and such claims are contained in these complaints.

On June 11, 1999, D&PL, Monsanto, Asgrow Seed Company, SF Services, Terral Seed,
Inc.,  Valley Farmers Co-Op, Red River Co-Op, and Central  Louisiana Grain Co-Op
were named as  defendants in a lawsuit  filed in the Fourth  Judicial  District,
Parish of  Natchitoches,  State of  Louisiana.  The suit  alleges,  among  other
things,  that certain soybean seeds which contain the Roundup  Ready(R) gene did
not perform as advertised and did not produce promised yields. The plaintiffs in
this case are  seeking  certification  of a class of all  purchasers  of Roundup
Ready  soybeans  during the years of 1997 and 1998. The Company and Monsanto are
presently  investigating the claim; however, they believe it to be without merit
and their plan is to vigorously  defend this  lawsuit.  Pursuant to the terms of
the Roundup Ready Soybean Agreement between D&PL and Monsanto, D&PL has tendered
the defense of this claim to  Monsanto.  Pursuant to the Roundup  Ready  Soybean
Agreement,  Monsanto is contractually  obligated to defend and indemnify any and
all claims arising out of the failure of glyphosate gene tolerance,  and certain
other types of claims. D&PL will have no right to indemnification from Monsanto,
however,   for  any  claim   involving   defects  in  seed  and/or   promotional
representations made solely by D&PL without Monsanto's approval.
Such claims appear to be contained within this complaint.

The Company and Monsanto are named as defendants in four pending  lawsuits filed
in the State of Texas. Two lawsuits were filed in Lamb County, Texas on April 5,
1999;  one lawsuit was filed in Lamb County,  Texas on April 14,  1999;  and one
lawsuit was filed in Hockley County,  Texas,  on April 21, 1999.  These lawsuits
were  removed  to the  United  States  District  Court,  Lubbock  Division,  but
subsequently  were  remanded  back to the state court where they were filed.  In
each case the plaintiff  alleges,  among other things,  that certain  cottonseed
acquired from Paymaster  which  contained the Roundup Ready gene did not perform
as the farmers had  anticipated.  These  lawsuits also include  varietal  claims
aimed solely at the Company.  This  litigation is identical to seed  arbitration
claims  previously  filed in the  State of Texas  which  were  concluded  in the
Company's  favor.  The  Company and  Monsanto  have  investigated  the claims to
determine the cause or causes of the alleged problems.  Pursuant to the terms of
the Roundup Ready  Agreement  between D&PL and  Monsanto,  D&PL has tendered the
defense of these claims to Monsanto  and  requested  indemnity.  Pursuant to the
Roundup  Ready  Agreement,  Monsanto is  contractually  obligated  to defend and
indemnify  the  Company  against  all claims  arising  out of the failure of the
Roundup glyphosate tolerance gene. D&PL will not have a right to indemnification
from   Monsanto,   however,   for  any  claim   involving   defective   varietal
characteristics  separate  from or in addition  to the failure of the  herbicide
tolerance gene, and such claims are contained in these complaints.

The Company,  Monsanto and other  parties were named as  defendants in a lawsuit
filed in the Superior Court of Calhoun County,  Georgia on April 19, 1999, which
has been removed to the United States  District Court of the Middle  District of
Georgia,  Albany Division. The Company and Monsanto are presently  investigating
the claim to  determine  the cause or causes,  if any, of the alleged  problems.
Pursuant to the terms of the Roundup Ready Agreement  between D&PL and Monsanto,
D&PL has tendered the defense of this claim to Monsanto and requested indemnity,
as Monsanto  is  contractually  obligated  to defend and  indemnify  the Company
against  all  claims  arising  out of the  failure  of  the  Roundup  glyphosate
tolerance  gene.  D&PL will not have a right to  indemnification  from Monsanto,
however, for any claim involving defects in seed separate from or in addition to
the failure of the herbicide  tolerance  gene,  and such claims are contained in
these complaints.  This case was the subject of a seed arbitration case filed in
Georgia during 1997 which was concluded in the Company's favor.

The Company and  Monsanto  were named as  defendants  in a lawsuit  filed in the
Circuit  Court of the State of  Missouri,  County of Dunklin,  on April 2, 1999.
This case was  subsequently  removed to the United States District Court for the
Eastern  District of  Missouri,  but remanded  back to the Circuit  Court of the
State of Missouri,  County of Dunklin.  This suit alleges that certain varieties
of  cotton  offered  for sale by D&PL  were  unmerchantable  as a result  of the
alleged  susceptibility  to a malady  referred to as bronze wilt.  Although this
litigation  involves  a  transgenic  variety,  there  is no  allegation  in  the
complaint  sufficient  to  trigger  any  contractual  obligation  to  defend  or
indemnify under the terms of the Roundup Ready  Agreement.  A settlement of this
claim has been agreed to (but not yet consummated).

On March  30,  1999,  the  Company,  Asgrow  Seed  Company,  L.L.C.,  and  Terra
International were named as defendants in a lawsuit filed in the Fourth Judicial
District  Court,  Parish of Morehouse,  State of  Louisiana,  which has now been
removed  to the  United  States  District  Court  for the  Western  District  of
Louisiana. The suit alleges, among other things, that certain soybean seed which
contained the Roundup Ready gene did not properly  germinate and did not perform
as the farmer had  anticipated  and, in particular,  did not fully protect their
crops from damage following the application of Roundup. The Company and Monsanto
are presently  investigating the claim to determine the cause or causes, if any,
of the alleged  problem.  Pursuant to the terms of the Roundup  Ready  Agreement
between  D&PL and  Monsanto,  D&PL has  tendered  the  defense  of this claim to
Monsanto.  Pursuant to the Roundup Ready  Agreement,  Monsanto is  contractually
obligated to defend and indemnify any and all claims  arising out of the failure
of the glyphosate gene tolerance.

In 1999 and 1998,  45  farmers in  Mississippi  filed  seed  arbitration  claims
against the Company and Monsanto with the Mississippi  Department of Agriculture
arising from the 1998 cotton crop.  The  Mississippi  Department of  Agriculture
dismissed all but 19 of those claims due to the failure of the farmer to provide
adequate  information.  Those  farmers,  however,  still  have a right to pursue
litigation should they so choose. The remaining arbitration claims were heard in
March of 1999. The Company was  exonerated  from liability in 16 of those cases.
Three cases resulted in the suggestion of nominal damages. Each of those farmers
has, likewise, the right to pursue litigation should they so choose. Five of the
16 unsuccessful claimants from the 1998 crop year filed suit on May 21, 1999, in
the  Circuit  Court of Bolivar  County,  Mississippi,  against  the  Company and
Monsanto.  The Company and  Monsanto  are  presently  investigating  the claims.
Pursuant to the terms of the Roundup Ready Agreement  between D&PL and Monsanto,
D&PL has  tendered  the  defense  of these  claims  to  Monsanto  and  requested
indemnity,  as Monsanto is  contractually  obligated to defend and indemnify the
Company against all claims arising out of the failure of the Roundup  glyphosate
tolerance  gene.  D&PL will not have a right to  indemnification  from Monsanto,
however, for any claim involving defects in seed separate from or in addition to
the failure of the herbicide  tolerance  gene,  and such claims are contained in
these  complaints.  Additionally,  one  farmer in  Mississippi  has filed a seed
arbitration  claim  against  the  Company  with the  Mississippi  Department  of
Agriculture  arising from the 1999 cotton crop.  The  Mississippi  Department of
Agriculture has not yet scheduled a hearing on this claim.

In 1999 and 1998,  approximately  210 cotton  farmers in Georgia  had filed seed
arbitration claims arising from the 1998 cotton crop against the Company, and in
some cases,  Monsanto.  Approximately  180 of those cases have now been settled.
Those  settlements  were achieved  without any material  impact on the Company's
consolidated financial statements. The remaining claimants who had filed for the
1998 crop year still have the right to pursue litigation if they so choose.  The
Company  believes that these claims can be resolved  without any material impact
on the Company's consolidated financial statements.

In 1999,  approximately 31 cotton farmers in Georgia have filed seed arbitration
claims against the Company and, in some cases,  Monsanto,  alleging  damages for
their 1999 crop.  Six of these claims have been  scheduled for hearing,  four on
January 11, 2000,  and two on January 20, 2000.  The Company and Monsanto are in
the process of investigating  these claims to determine the cause or causes,  if
any,  of the  alleged  problems.  Pursuant  to the  terms of the  Roundup  Ready
Agreement between D&PL and Monsanto, D&PL has tendered the defense of these seed
arbitration  claims to Monsanto  and has  requested  indemnity.  Pursuant to the
Roundup  Ready  Agreement,  Monsanto is  contractually  obligated  to defend and
indemnify  the  Company  against  all claims  arising  out of the failure of the
Roundup   glyphosate   tolerance   gene.   D&PL   will   not  have  a  right  to
indemnification,  however, for any claim involving defects in the seed, separate
from or in addition to the failure of the  herbicide  tolerance  gene,  and such
claims are contained in some of the seed arbitration claims filed.

In 1998,  one claim was filed with the  Arkansas  Seed  Arbitration  Council.  A
Motion to Dismiss has been filed.  This case alleges that certain  Roundup Ready
cottonseed  marketed  by the  Company in 1997  failed to perform as farmers  had
anticipated and caused the farmers to suffer crop loss.  Pursuant to the Roundup
Ready Agreement between D&PL and Monsanto, D&PL has tendered the defense of this
claim  to  Monsanto.  Pursuant  to the  Roundup  Ready  Agreement,  Monsanto  is
contractually  obligated to defend and indemnify any and all claims  arising out
of the failure of the glyphosate gene tolerance.

In 1999 and 1998,  three  farmers in the State of Florida had filed  arbitration
claims  against  the  Company.  Two of those  claims have now been  resolved.  A
hearing was conducted on the remaining  claim on October 12, 1999;  however,  no
ruling has yet been received.

The  Company,  certain  subsidiaries  of  Monsanto  and  others  were  named  as
defendants in a lawsuit filed in the Civil District  Court,  Williamson  County,
Texas,  277th Judicial  District,  in April 1997. The plaintiffs  allege,  among
other things, that certain cottonseed acquired from Monsanto in the Hartz Cotton
acquisition  and  subsequently  sold  by  the  Company,  failed  to  perform  as
represented  allegedly  resulting  in lost yield.  Pursuant to the Hartz  Cotton
acquisition agreement,  the Company is entitled to indemnification from Monsanto
for damages resulting from the sale of bagged seed inventories  acquired by D&PL
in that acquisition. Some or all of the seed involved in this case may meet this
criteria and D&PL will  therefore be entitled to  indemnification  from Monsanto
for any  losses  resulting  from  such  seed.  In  October  1999,  this case was
dismissed  and the  parties  to  this  litigation,  including  the  Company  and
Monsanto,  agreed to mediate the claims which were the subject of this  lawsuit.
Should   mediation   fail,  the  parties  have  agreed  to  enter  into  binding
arbitration.

The  Company,  Monsanto  and other third  parties  were named as  defendants  in
lawsuits filed (i) in the District Court of Falls County,  Texas, in August 1996
and (ii) in the District Court of Robertson  County,  Texas,  in March 1998. The
plaintiffs allege, among other things, that D&PL's cottonseed  varieties,  which
contain Monsanto's  Bollgard gene, did not perform as the farmer had anticipated
and, in  particular,  did not fully  protect  their  cotton  crops from  certain
lepidopteran  insects.  On or about  October 8, 1999, a settlement  of the Falls
County case was agreed upon, but it has not yet been consummated.

In  May  1998,  five  individual  alleged  shareholders  brought  suits  against
Monsanto,  the Company and its Board of Directors  ("Directors") in the Court of
Chancery  in New  Castle  County,  Delaware.  The  complaints  alleged  that the
consideration  to be paid in the proposed merger of the Company with Monsanto is
inadequate and that the Company's  Directors  breached their fiduciary duties to
the  Company's  stockholders  by voting to  approve  the  Agreement  and Plan of
Merger,  and that  Monsanto  aided and abetted the alleged  breach of  fiduciary
duty.  The  complaints  were  consolidated  into  one  action,  which  sought  a
declaration that the action was maintainable as a class action,  that the merger
be  enjoined,  or  alternatively,  rescinded,  and/or  an award  of  unspecified
compensatory  damages if the merger was consummated.  A settlement agreement was
reached with the named  plaintiffs in November 1998. The parties intend to apply
to the Court for a date for a hearing on approval of the  settlement  which,  if
approved,  will  not  have  a  material  effect  on the  Company's  consolidated
financial statements.

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

A corporation  owned by the son of the Company's former  Guatemalan  distributor
sued in 1989  asserting  that  the  Company  violated  an  agreement  with it by
granting  to another  entity an  exclusive  license in certain  areas of Central
America and southern  Mexico.  The suit seeks  damages of  5,300,000  Guatemalan
quetzales  (approximately  $700,000 at current exchange rates) and an injunction
preventing the Company from distributing seed through any other licensee in that
region.  The  Guatemalan  court,  where  this  action is  proceeding,  has twice
declined  to  approve  the  injunction  sought.  Management  believes  that  the
resolution  of the  matter  will not have a  material  impact  on the  Company's
consolidated financial statements.  The Company continues to offer seed for sale
in Guatemala.

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

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


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

No matters  were  submitted  to the vote of security  holders  during the fourth
quarter of 1999.

                                     PART II

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

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

<TABLE>
<CAPTION>

Common Stock Data*                      1st Qtr      2nd Qtr      3rd Qt     4th Qtr
------------------                      -------      -------      ------     -------
<S>                                       <C>          <C>         <C>         <C>
1998
Market Price Range  - Low              $  23.69    $  24.50    $  42.19    $  41.25
                    - High                32.56       39.19       53.75       49.94

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

*   Amounts  have been adjusted for a stock split.

In October  1997,  the Board of  Directors  authorized a 4 for 3 stock split for
common and preferred shares outstanding effected in the form of a dividend, with
no change in the par value per share,  distributed  on November  20, 1997 to the
stockholders of record on November 10, 1997. The stock split described above has
been reflected in the  accompanying  financial  statements and elsewhere in this
Annual Report.

Annual  dividends  of $0.12 per share  were paid in 1998 and 1999.  The Board of
Directors  maintained  the quarterly  dividend rate of $0.03 per share after the
above stock split which in effect increased the dividend paid. It is anticipated
that  quarterly  dividends  of $0.03 per share will  continue  to be paid in the
future. The Board of Directors reviews this policy quarterly,  however, pursuant
to the  Merger  Agreement,  D&PL  cannot  increase  the  dividend  rate  without
Monsanto's  consent.  See Footnote 13 to the Consolidated  Financial  Statements
contained in Item 8 to this Part II. Aggregate  dividends paid in 1999 were $4.8
million and should approximate $5.0 million in 2000.

On  October  31,  1999,  there  were  approximately  9,000  shareholders  of the
Company's 38,685,482 outstanding shares.


<PAGE>



ITEM 6.   SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>

FINANCIAL HIGHLIGHTS                                            (In thousands, except per share amounts)

YEAR ENDED AUGUST 31,                                         1995       1996       1997       1998       1999
                                                              ----       ----       ----       ----       ----
<S>                                                           <C>        <C>        <C>        <C>         <C>
Operating Results :
Net sales and licensing fees                              $ 98,950   $153,271   $183,249   $192,339   $260,465
Special charges, charges
    related to acquisitions and inventory
    write downs (1)                                           --        1,418     20,700     22,662     29,884
Net income applicable to common shares                      10,935     15,237      6,850      1,783      7,477
Balance Sheet Summary:
Current assets                                            $ 36,296   $111,940   $145,449   $174,502   $217,543
Current liabilities                                         24,695     75,966    112,524    116,136    172,040
Working capital                                             11,601     35,974     32,925     58,366     45,503
Total assets                                                87,542    179,660    220,656    251,791    295,758
Long-term debt                                              12,814     31,465     30,572     47,070     17,000
Stockholders' equity                                        47,860     69,341     72,531     80,651     89,404
Per Share Data:
Net income applicable to common shares -Basic(2)            $ 0.29   $   0.41   $   0.18   $   0.05   $   0.19
Book value(2)                                                 1.29       1.86       1.93       2.12       2.33
Cash dividends                                               0.045      0.062      0.078       0.12       0.12
Weighted average number of shares
  used in per share calculations - Basic(2)                 37,077     37,292     37,579     38,011     38,438
--------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  In 1997, the Company announced a production and cost  optimization  program
     which  resulted in the  Company  taking a special  charge of $19.0  million
     along with $1.7 million for  nonrecurring  charges related to acquisitions.
     In 1998,  the  Company  reported  (a) a $17.5  million  special  charge for
     inventory  write offs due to a  reduction  in cotton  acreage in 1998,  the
     realignment of the Company's product line to seed with new technologies and
     the recall of certain products that did not meet quality  standards and (b)
     $5.1 million in costs  associated with the Company's  evaluation of various
     strategic  alternatives  and the  Monsanto  merger.  In 1999,  the  Company
     reported  a) special  charges for  inventory  write-offs  of $15.2  million
     resulting from the Company's  decision to bring in additional  seed in 1999
     to ensure that ample seed of both  transgenic  and  conventional  varieties
     were  available  and since actual  soybean sales were  one-third  less than
     expected,  b) special charges of approximately  $9.0 million related to the
     acquisition  by Monsanto c)  nonrecurring  charges  for  severance  pay and
     relocation  expenses of $2.0  million  related to a  reorganization  of the
     sales and marketing and technical services divisions and d) the loss on the
     disposal of fixed assets and other nonrecurring charges of $3.7 million.
(2)  Adjusted for the effects of applying SFAS No. 128, "Earnings Per Share".


<PAGE>


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

Overview

Increased  sales of the Company's  transgenic  cotton  varieties  containing the
Bollgard  and Roundup  Ready gene  technologies,  or both,  to 80% of total unit
sales coupled with increased  sales in Australia and China are the major reasons
that D&PL  reported  record  sales of $260.5  million up from $192.3  million in
1998. The Company sold in the U.S. sufficient  quantities of seed containing the
transgenic  traits  to plant  approximately  6.7  million  acres in 1999  versus
approximately  3.8  million  acres  in  1998.  Domestic  upland  cotton  acreage
increased  to 14.2 million  acres in 1999 from 13.1  million  acres in 1998 even
though cotton prices were at recent record lows.  Since the prices of crops that
compete for the cotton acreage in D&PL's primary  territory  (corn and soybeans)
were also lower, cotton acreage was favorably affected.

Soybean unit sales,  although 16% greater than 1998 levels,  were  significantly
(one-third)  lower than forecast.  Since soybeans do not carry over from year to
year, the inventory  purchased to meet the demand that did not  materialize  was
written down to net realizable value at year end.

Cottonseed  sales by the Company's joint venture in China nearly doubled in 1999
over 1998 levels.  The venture  sold enough seed to plant over 300,000  acres up
from 180,000 acres in 1998. In addition,  the Company's Australian  subsidiary's
sales doubled due to the sale of transgenic products and, as a result,  reported
its first ever operating profit which reduced the pretax operating loss from all
international operations to $2.1 million in 1999 from $3.0 million in 1998.

Due to the  uncertainty  by the  Company  of  planted  acres  in  1999,  and the
Company's  uncertainty  of the rate at which  farmers  would  continue  to plant
transgenic  products  compared to conventional  products,  the Company purchased
additional  quantities of seed to ensure that it had an adequate  supply of seed
of both  conventional  and  transgenic  varieties  to meet  demand by its farmer
customers.  The  accelerated  shift  to  transgenic  cottonseed  products  which
complicates   inventory  management  and  product  line  design,   coupled  with
significantly  less  than  expected  soybean  sales,  resulted  in  the  Company
recording inventory write-offs of $15.2 million in excess of normal levels. Such
excess portion is separately stated as a component of cost of sales.

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

In 1998,  the  Company  recorded  special  and  nonrecurring  pretax  charges of
$22,662,000  that  relate to  additional  inventory  reserves  and,  to a lesser
degree, costs related to the evaluation of various strategic  alternatives which
ultimately  resulted  in the Company  entering  into the Merger  Agreement  with
Monsanto.  The unprecedented  level of inventory  reserves and write-offs were a
result of excess inventory  quantities  resulting from a 7% reduction in acreage
and the realignment of the Company's  product line.  Furthermore,  the Company's
domestic  market share  declined  which the Company  believes  resulted from the
second quarter recall of certain  varieties that did not meet quality  standards
that  contained  both the  Bollgard  and Roundup  Ready gene  technologies.  The
accelerated shift to transgenic  products  significantly  complicates  inventory
management and product line design and will require continued  dedicated efforts
to effectively  manage the Company's changing product line. The costs related to
the merger are  primarily  fees for legal advice,  investment  bankers and other
professionals.

In 1997,  D&PL  announced a program to optimize  production  cost and  operating
efficiencies which included the idling of three of its less efficient  delinting
plants,  the write down of assets  whose value has been  impaired as a result of
implementing the plan, plant consolidation costs relating to implementation of a
new process  manufacturing  system and costs to phase out certain products.  The
Company  reduced  its  existing  domestic  work  force as a result  of the plant
closings and by offering an early  retirement  program to all  employees who met
certain criteria.

<PAGE>

Net Sales and Licensing Fees

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

In 1998,  D&PL's  consolidated  net sales and licensing  fees  increased 5.0% to
$192.3 million from 1997 sales of $183.2 million.  The increase is primarily the
result of (a)  increased  sales of  stripper  cottonseed  containing  Monsanto's
Roundup Ready gene (b) increased sales of picker cottonseed  containing both the
Bollgard and Roundup Ready genes, and (c) the commercial introduction of soybean
seed containing  Monsanto's  Roundup Ready gene.  These increases were partially
offset by lower sales of picker  cottonseed  varieties  resulting from inclement
weather during the planting season and commodity prices. The USDA estimated that
the planted cotton acreage approximated 12.8 million acres in 1998 (subsequently
revised to 13.1  million)  which is a decrease from 1997 cotton acres planted of
13.8  million.  Soybean  unit sales  increased  8.7% over 1997 due to  increased
planted  soybean  acres and market share gains by the  Company's  varieties.  In
1998, the Company and Monsanto changed the method used to calculate the acres to
be  used  for  billing   purposes  for  the  Bollgard  and  Roundup  Ready  gene
technologies.  In prior  years,  the farmers  were billed  based on their stated
planting rates, which, if within a prescribed range for a particular  geographic
territory,  were used for purposes of  calculating  the number of licensed acres
and therefore  billable acres. In 1998,  assumed planting rates were established
by D&PL and Monsanto for seven specific  territories and farmers were billed for
the number of acres that could be planted  for each bag of seed sold,  using the
predetermined   territorial  formula.  In  1998,  total  transgenic  seed  sales
comprised approximately 65% of total domestic unit sales of cottonseed, compared
to 36% in 1997.  Roundup Ready soybean units comprised 44.0% of total units sold
in 1998 versus less than 1% in 1997.  International  sales  (including  exports)
increased  46.3% in 1998 to $21.8 million from $14.9 million in 1997,  primarily
from the  initial  sales  derived  from  Hebei  Jai Dai,  the joint  venture  in
Shiujiazhuang, Hebei, People's Republic of China.

Gross Profit

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

D&PL's  consolidated  gross profit after  special and  nonrecurring  charges was
$53.6 million in 1998 compared to $55.5 million in 1997.  Special pretax charges
of  approximately  $17.5  million  were  recorded  in 1998  that  relate  to (a)
additional  inventory  reserves  established  to provide  for  excess  inventory
resulting  from a 7% reduction  in planted  cotton acres in 1998 and the further
realignment of the Company's product line to seed with new technologies, and (b)
a recall of certain products that did not meet the Company's quality  standards.
Gross margin (expressed as a percentage of sales) before the special charges was
consistent between 1998 and 1997 at 36%.

Operating Expenses

Operating  expenses  before special  charges  increased to $46.4 million in 1999
from  $42.2  million  in  1998  due in  part to  international  joint  ventures.
Recurring operating expenses are expected to remain consistent in 2000 with 1999
levels.  Special  charges  related to severance pay and benefits of $2.0 million
resulting  from the  elimination  of the  divisional  sales  and  marketing  and
divisional  technical services staffs, and costs associated with the merger with
Monsanto which  approximated $9.0 million,  are included as operating  expenses.
These  charges are in addition to the inventory  write-offs  noted earlier which
are recorded as cost of sales. In 1998, the Company's  total operating  expenses
increased,  as planned,  to $42.2 million  before  special  charges,  from $34.8
million before special charges in 1997.

Research and Development Expenses

Research and development  expenses increased 12.3% to $18.7 million in 1999 from
$16.7  million in 1998.  The increase was  primarily  attributable  to increased
transgenic  seed  development  activities,  additional  variety  trials and seed
testing and  increased  cotton  research  activities  in  Argentina,  Australia,
Brazil,  China,  Greece,  and Spain.  The Company expects  further  increases in
research  and  development  expenses  in 2000  since it  plans to start  two new
domestic cotton breeding programs.

Research and development  expenses increased 22.0% to $16.7 million in 1998 from
$13.7  million in 1997.  The increase  was  primarily  the result of  additional
transgenic costs associated with development and evaluation of new technologies,
transformation  of the  Company's  product line and  collaboration  with outside
research providers.

Selling Expenses

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

Selling  expenses  increased  35.8% in 1998 to $15.0 million from $11.1 in 1997.
The increase was  primarily  due to an aggressive  advertising  and  promotional
program and expansion of international sales and marketing in China.

General and Administrative Expenses

General and  administrative  expenses  increased  10.7% to $11.6 million in 1999
from  $10.5  million  in 1998.  The  increase  relates  to  expenses  related to
operations  in Argentina  and Brazil and higher legal fees  associated  with non
U.S. patents,  trademark and variety  registrations.  General and administrative
expenses were essentially flat between 1998 and 1997.

Special Charges and Unusual Charges Related to Acquisitions

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

In connection with the evaluation and pursuit of various strategic  alternatives
and  ultimately  the  planned  merger  with  Monsanto  (see Item 1), the Company
incurred, in 1998,  approximately $5.1 million associated with legal, investment
banker and other professional fees.

In  connection  with the 1997  production  and cost  optimization  program,  the
Company  recorded or special  charge of $19.0 million of which $11.5 million was
included in cost of sales and $7.5 million was  included in operating  expenses.
These  charges  include  costs  associated  with the plan to optimize  operating
efficiencies,  plant  consolidation  costs, costs to phase out certain products,
the write down of assets  whose value has been  impaired as a result of the plan
and, to a lesser extent, severance costs.

In connection with the merger with the Sure Grow Companies, the Company recorded
approximately  $1.7 million  during fiscal 1997 for costs  associated  with this
transaction  including  legal  costs  incurred  in  connection  with  the U.  S.
Department of Justice's review of that transaction.

Interest Expense

Interest  expense net of interest income  increased 8.1% to $3.5 million in 1999
from $3.2 million in 1998 which was  attributable  to higher bank fees and lower
capitalized interest.

Interest  expense  increased  47.0% to $3.2 million in 1998 from $2.2 million in
1997. The increase was primarily due to higher outstanding borrowings throughout
the year used to finance international ventures and higher inventory levels, the
effects of which were partially offset by lower interest rates.

Other Income/Expense

In 1999,  the Company  recorded  losses on the  disposition  of fixed assets and
other   non-recurring   charges  of  $3.7  million.  In  1997  and  1998,  other
income/expense  included  primarily  gains on sales of fixed assets and accounts
payable discounts received for early payments.

Net Income and Earnings Per Share

Net income  applicable to common  shares  increased to $7.5 million in 1999 from
$1.8  million in 1998 and $6.9 million in 1997.  Net income per share  (diluted)
after special and nonrecurring  charges was $0.18, $0.04 and $0.17 in 1999, 1998
and 1997,  respectively.  Net  income per share  (diluted)  before  special  and
nonrecurring  charges  was  $0.66,  $0.37  and  $0.54  in 1999,  1998 and  1997,
respectively.  The number of shares deemed  outstanding  was 40.9 million,  40.8
million and 40.1 million in 1999, 1998 and 1997, respectively.

LIQUIDITY AND CAPITAL RESOURCES

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

In the United States, D&PL purchases seed from contract growers in its first and
second fiscal quarters. Seed conditioning,  treating and packaging commence late
in the first  fiscal  quarter and  continue  through the third  fiscal  quarter.
Seasonal  borrowings  normally  commence in the first fiscal quarter and peak in
the third fiscal quarter.  Loan  repayments  normally begin in the middle of the
third fiscal quarter and are typically  completed by the first fiscal quarter of
the following  year.  D&PL also offers  customers  financial  incentives to make
early  payments.  In fiscal 1999, D&PL received  approximately  $10.2 million in
early payments. To the extent D&PL attracts early payments from customers,  bank
borrowings under the credit facility are reduced.

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

In April 1998, the Company  entered into a syndicated  credit  facility with its
existing  lender  and  two  other  financial  institutions  which  provides  for
aggregate borrowings of $110 million.  This agreement provides a base commitment
of $55 million and a seasonal commitment of $55 million.  The base commitment is
a long-term loan that may be borrowed upon at any time and is due April 1, 2001.
The seasonal  commitment  is a working  capital loan that may be drawn upon from
September 1 through June 30 of each fiscal year and expires April 1, 2001.  Each
commitment  offers  variable  and fixed  interest  rate options and requires the
Company to pay facility or commitment fees and to comply with certain  financial
covenants.  At August 31,  1999,  the Company had $38.0  million  available  for
borrowing under the base commitment.  In addition the lead lender has approved a
$25.0  million  credit line that can be activated  by the Company as needed.  On
April 15, 1999,  the Company  activated the  previously  approved  $25.0 million
additional seasonal credit facility.  Such facility was available from April 15,
1999 to  September  1, 1999 and  incurred  interest at rates  comparable  to the
existing facility.

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

Capital  expenditures  were $8.1  million,  $10.2  million and $16.5  million in
fiscal 1999, 1998 and 1997, respectively.  The Company anticipates that domestic
capital  expenditures will approximate $8.0 million in 2000,  excluding expected
capital  expenditures  for foreign joint  ventures  which will be funded by cash
from  operations,  borrowings or  investments  from joint venture  partners,  as
necessary.  Capital expenditures in 2000 for international ventures are expected
to range from $1.0 million to $2.0  million  depending on the timing and outcome
of such projects.

Cash provided from  operations,  early  payments from  customers and  borrowings
under the loan agreement should be sufficient to meet the Company's 2000 working
capital needs.

RISKS AND UNCERTAINTIES

From time to time, the Company may publish  forward-looking  statements relating
to  such  matters  as  anticipated  financial  performance,  existing  products,
technical  developments,  new  products,  research and  development  activities,
preparation for year 2000 issues,  and similar matters.  The Private  Securities
Litigation  Reform  Act of  1995  provides  a safe  harbor  for  forward-looking
statements.  In order to comply with the terms of the safe  harbor,  the Company
notes that a variety of factors  could cause the  Company's  actual  results and
experience  to  differ   materially  from  the  anticipated   results  or  other
expectations expressed in the Company's  forward-looking  statements.  The risks
and uncertainties that may affect the operations,  performance,  development and
results of the Company's business include those noted elsewhere in this Item and
filing and the following:

     D&PL's  contemplated  merger  with  Monsanto  is subject to approval by the
     United States  Department of Justice Antitrust  Division.  The inability to
     complete  this merger may have a material  effect on the Company.  However,
     such effect is not known at this time.

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

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

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

     The recent publicity related to genetically modified organisms ("GMO's") or
     products  made from  plants  that  contain  GMO's may have an effect on the
     Company's sales in the future. In 1999,  approximately 80% of the Company's
     cottonseed that was sold contained  either the Bollgard,  Roundup Ready, or
     both  gene  technologies  and  64%  of the  Company's  soybean  seed  sales
     contained  the Roundup  Ready gene  technology.  Although many farmers have
     rapidly  adopted  these  technologies,  the alleged  concern over  finished
     products  that contain GMO's could impact demand for crops raised from seed
     containing such traits.

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

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




IMPLEMENTATION OF FINANCIAL ACCOUNTING STANDARDS

SFAS No. 130, "Reporting  Comprehensive  Income,"  establishes new standards for
reporting comprehensive income and its components (revenues, expenses, gains and
losses) in financial  statements.  This  statement is effective for fiscal years
beginning   after  December  15,  1997.  The  Company   adopted  the  disclosure
requirements of SFAS No. 130 in fiscal 1999.

SFAS  No.  131,  "Disclosures  about  Segments  of  an  Enterprise  and  Related
Information," establishes standards for the way that public business enterprises
report information about operating  segments in annual financial  statements and
requires that those  enterprises  report  selected  information  about operating
segments in interim financial reports issued to shareholders.  This statement is
effective for financial  statements  for periods  beginning  after  December 15,
1997. The Company  adopted the year end disclosure  requirements of SFAS No. 131
in fiscal 1999.

SFAS No. 132,  "Employers'  Disclosures about Pensions and Other  Postretirement
Benefits," revises employers' disclosures about pension and other postretirement
benefit plans. It does not change the measurement or recognition of those plans.
This statement is effective for fiscal years  beginning after December 15, 1997.
The Company adopted the year end disclosure requirements of SFAS No.
132 in fiscal 1999.

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

In April 1998,  the  Accounting  Standards  Executive  Committee of the American
Institute of Certified  Public  Accountants  released  SOP 98-5  requiring  that
start-up  activities  be expensed as incurred.  SOP 98-5 is effective for fiscal
years  beginning  after  December  31,  1998.  The  Company  will adopt this SOP
beginning  fiscal  year  2000.  At  August  31,  1999,  D&PL  had  pretax  costs
aggregating approximately $1,000,000 recorded as startup costs related primarily
to its international joint ventures.


<PAGE>


ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                                      INDEX

Financial Statements                                                     Page(s)

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

     Report of Independent Public Accountants.................................30

     Consolidated  Statements  of  Income - for each of the  three  years in the
          period ended August 31, 1999........................................31

     Consolidated Balance Sheets - August 31, 1998 and 1999...................32

     Consolidated  Statements of Cash Flows - for each of the three years in the
          period ended August 31, 1999........................................33

     Consolidated  Statements  of  Stockholders'  Equity - for each of the three
          years in the period ended August 31, 1999...........................34

     Notes to Consolidated Financial Statements...............................35




<PAGE>



                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


TO DELTA AND PINE LAND COMPANY:

We have audited the accompanying  consolidated  balance sheets of DELTA AND PINE
LAND COMPANY (a Delaware corporation) and subsidiaries as of August 31, 1998 and
1999,  and the  related  consolidated  statements  of  income,  cash  flows  and
stockholders'  equity for each of the three years in the period ended August 31,
1999.  These  financial  statements  are  the  responsibility  of the  Company's
management.
Our responsibility is to express an opinion on these financial  statements based
on our audits.

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

In our opinion, the 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, 1998 and 1999, and the results of its
operations  and its cash flows for each of the three  years in the period  ended
August 31, 1999, in conformity with generally accepted accounting principles.



Arthur Andersen LLP

Memphis, Tennessee,
November 15, 1999.



<PAGE>


MANAGEMENT'S REPORT:

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

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

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

                  DELTA AND PINE LAND COMPANY AND SUBSIDIARIES
                        CONSOLIDATE STATEMENTS OF INCOME
                    (In thousands, except per share amounts)

FOR THE YEARS ENDED AUGUST 31,                                              1997         1998         1999
                                                                            ----         ----         ----
<S>                                                                          <C>          <C>          <C>
NET SALES AND LICENSING FEES                                           $ 183,249    $ 192,339    $ 260,465
COST OF SALES                                                           (116,289)    (121,246)    (170,127)
SPECIAL CHARGES                                                          (11,500)     (17,527)     (15,187)
                                                                         -------      -------      -------
GROSS PROFIT                                                              55,460       53,566       75,151
OPERATING EXPENSES:
   Research and development                                               13,651       16,656       18,702
   Selling                                                                11,053       15,006       16,054
   General and administrative                                             10,136       10,501       11,624
   Special charges and unusual charges related to acquisitions             9,200        5,135       10,997
                                                                           -----        -----       ------
                                                                          44,040       47,298       57,377
                                                                          ------       ------       ------
OPERATING INCOME                                                          11,420        6,268       17,774
INTEREST EXPENSE, net                                                     (2,204)      (3,241)      (3,502)
OTHER                                                                        463          159       (3,272)
                                                                             ---          ---       ------
INCOME BEFORE INCOME TAXES                                                 9,679        3,186       11,000
PROVISION FOR INCOME TAXES                                                (2,766)      (1,307)      (3,427)
                                                                          ------       ------       ------
NET INCOME                                                                 6,913        1,879        7,573
DIVIDENDS ON PREFERRED STOCK                                                 (63)         (96)         (96)
                                                                             ---          ---          ---
NET INCOME APPLICABLE TO COMMON SHARES                                 $   6,850    $   1,783    $   7,477
                                                                       =========    =========    =========
BASIC EARNINGS PER SHARE                                               $    0.18    $    0.05    $    0.19
                                                                       =========    =========    =========
WEIGHTED AVERAGE NUMBER OF SHARES
   USED IN PER SHARE CALCULATIONS - BASIC                                 37,579       38,011       38,438
                                                                          ======       ======       ======
DILUTED EARNINGS PER SHARE                                             $    0.17    $    0.04    $    0.18
                                                                       =========    =========    =========
WEIGHTED AVERAGE NUMBER OF SHARES
   USED IN PER SHARE CALCULATIONS - DILUTED                               40,129       40,839       40,973
                                                                          ======       ======       ======
</TABLE>
The accompanying notes are an integral part of these consolidated statements.

<PAGE>

<TABLE>
<CAPTION>


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




ASSETS                                                                                 1998             1999
------                                                                                 ----             ----
<S>                                                                                     <C>              <C>
CURRENT ASSETS:
  Cash and cash equivalents                                                   $       8,062    $       7,552
  Receivables, net of allowance of $369 and $475                                    104,779          147,926
  Inventories                                                                        50,497           47,727
  Prepaid expenses                                                                    1,194            1,473
  Income taxes receivable                                                             5,562                -
  Deferred income taxes                                                               4,408           12,865
                                                                                      -----           ------
      Total current assets                                                          174,502          217,543
                                                                                    -------          -------
PROPERTY, PLANT AND EQUIPMENT, net                                                   66,840           65,166
EXCESS OF COST OVER NET ASSETS OF
    BUSINESSES ACQUIRED, net of accumulated amortization of $369 and $491             4,583            4,458
INTANGIBLES, net of accumulated amortization of $543 and $650                         3,488            4,365
OTHER ASSETS                                                                          2,378            4,226
                                                                                      -----            -----
TOTAL ASSETS                                                                  $     251,791    $     295,758
                                                                              =============    =============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Notes payable                                                               $       1,263    $       3,819
  Accounts payable                                                                   23,310           19,990
  Accrued expenses                                                                   91,563          140,149
  Income taxes payable                                                                    -            8,082
                                                                                      -----            -----
        Total current liabilities                                                   116,136          172,040
                                                                                    -------          -------
LONG-TERM DEBT                                                                       47,070           17,000
                                                                                     ------           ------
DEFERRED INCOME TAXES                                                                 5,020            5,773
                                                                                      -----            -----
COMMITMENTS AND CONTINGENCIES (Notes 7 and 12)
MINORITY INTEREST IN SUBSIDIARIES                                                     2,914           11,541
                                                                                      -----           ------
STOCKHOLDERS' EQUITY:
  Preferred  stock,  par value  $0.10 per share; 2,000,000 shares authorized:
      Series A Junior Participating Preferred, par value $0.10 per share;
      429,319 shares authorized; no shares issued or outstanding                         -                 -
      Series M Convertible Non-Voting Preferred, par value $0.10 per share;
      1,066,667 shares authorized, issued and outstanding                               107              107
  Common  stock,  par value  $0.10 per  share; 100,000,000 shares authorized;
      38,469,617 and 38,664,565 shares issued;
      38,355,350 and 38,550,299 shares outstanding                                    3,847            3,866
  Capital in excess of par value                                                     35,840           41,179
  Retained earnings                                                                  46,109           48,970
  Accumulated other comprehensive income                                             (3,079)          (2,545)
  Treasury stock at cost (114,266 shares in 1998 and 1999)                           (2,173)          (2,173)
                                                                                     ------           ------
       Total stockholders' equity                                                    80,651           89,404
                                                                                     ------           ------
       Total liabilities and stockholders' equity                             $     251,791    $     295,758
                                                                              =============    =============
</TABLE>

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


<PAGE>

<TABLE>
<CAPTION>

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

                                                                                      1997        1998        1999
                                                                                      ----        ----        ----
<S>                                                                                    <C>         <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                                     $  6,913    $  1,879    $  7,573
   Adjustments to reconcile net income to net
     cash provided by (used in) operating activities:
        Depreciation and amortization                                                5,060       6,654       6,882
        Noncash items associated with special charges and disposition of assets     12,242       9,865       8,902
        Minority interest in subsidiaries                                              991       1,923       8,627
        Change in deferred income taxes                                                (12)       (357)     (7,704)
        Changes in current assets and liabilities:
         Receivables                                                               (28,787)     (9,342)    (42,822)
         Inventories                                                                (5,255)    (17,476)     (4,416)
         Prepaid expenses                                                             (804)        973        (279)
         Accounts payable                                                            4,159       3,718      (3,320)
         Accrued expenses                                                           31,195         846      48,559
         Income taxes                                                               (1,382)     (7,518)     13,644
         Decrease (increase) in intangibles and other assets                           416         157      (2,769)
                                                                                       ---         ---      ------
         Net cash provided by (used in) operating activities                        24,736      (8,678)     32,877
                                                                                    ------      ------      ------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment                                              (16,454)    (10,242)     (8,093)
  Sale of investments and property                                                       -       1,350         100
                                                                                     -----       -----         ---
         Net cash used in investing activities                                     (16,454)     (8,892)     (7,993)
                                                                                   -------      ------      ------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Payments of short-term debt                                                     (31,226)    (35,190)    (53,889)
   Payments of long-term debt                                                      (20,893)     (7,930)    (38,185)
   Dividends paid                                                                   (3,023)     (4,664)     (4,712)
   Proceeds from long-term debt                                                     20,000      24,428       9,000
   Proceeds from short-term debt                                                    28,890      36,193      56,500
   Purchase of common stock                                                         (2,173)          -           -
   Proceeds from exercise of stock options
     and tax benefit of stock option exercises                                       2,135      13,077       5,358
                                                                                     -----      ------       -----
         Net cash (used in) provided by financing activities                        (6,290)     25,914     (25,928)
                                                                                    ------      ------     -------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                 1,992       8,344      (1,044)
Effects of foreign currency translation (losses) GAINs                                (662)     (2,172)        534
CASH AND CASH EQUIVALENTS, beginning of year                                           560       1,890       8,062
                                                                                       ---       -----       -----
CASH AND CASH EQUIVALENTS, end of year                                            $  1,890    $  8,062    $  7,552
                                                                                  ========    ========    ========
SUPPLEMENTAL CASH FLOW INFORMATION:
   Interest paid, net of capitalized interest                                     $  2,000    $  3,500    $  3,600
   Income taxes paid                                                              $  4,600    $  2,600    $    600

</TABLE>

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


<PAGE>
<TABLE>
<CAPTION>


                           DELTA AND PINE LAND COMPANY
    CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
               FOR THE YEARS ENDED AUGUST 31, 1997, 1998 AND 1999
                      (In thousands, except per share data)


                                                                Capital in                                               Total
                                      Preferred      Common      Excess of     Retained   Comprehensive   Treasury    Stockholders'
                                        Stock        Stock       Par Value     Earnings      Income        Stock        Equity
                                        -----        -----       ---------     --------      ------        -----        ------
<S>                                       <C>          <C>            <C>          <C>          <C>         <C>           <C>
Balance at August 31, 1996           $    107     $  3,756        $ 20,719     $ 45,004    $   (245)      $    -     $  69,341
Net income                                  -            -               -        6,913           -            -         6,913
Foreign currency translation                -            -               -            -        (662)           -          (662)
     Total comprehensive income                                                                                          6,251
                                                                                                                         -----
Exercise of stock options and tax
   of stock option exercises                -           16           2,119            -           -            -         2,135
Cash dividends, $0.078 per share            -            -               -       (3,023)          -            -        (3,023)
Purchase of common stock                    -            -               -            -           -       (2,173)       (2,173)
                                     --------        -----          ------       ------        ----       ------        ------
Balance at August 31, 1997           $    107        3,772          22,838       48,894        (907)      (2,173)       72,531
Net income                                  -            -               -        1,879           -            -         1,879
Foreign currency translation                -            -               -            -      (2,172)           -        (2,172)
     Total comprehensive (loss)                                                                                           (293)
Exercise of stock options and tax
     benefit of stock option exercises      -           75          13,002            -           -            -        13,077
Cash dividends, $0.12 per share             -            -               -       (4,664)          -            -        (4,664)
                                     --------        -----          ------       ------        ----       ------        ------
Balance at August 31, 1998           $    107        3,847          35,840       46,109      (3,079)      (2,173)       80,651
Net income                                  -            -               -        7,573           -            -         7,573
Foreign currency translation                -            -               -            -         534            -           534
                                                                                                                        ------
     Total comprehensive income                                                                                          8,107
Exercise of stock options and
     tax benefit of stock option            -           19           5,339            -           -            -         5,358
Cash dividends, $0.12 per share             -            -               -       (4,712)          -            -        (4,712)
                                     --------        -----          ------       ------        ----       ------        ------
Balance at August 31, 1999           $    107     $  3,866        $ 41,179     $ 48,970    $ (2,545)    $ (2,173)     $ 89,404
                                     ========     ========        ========     ========    ========     ========      ========
</TABLE>

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



<PAGE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Merger with Monsanto Company

On May 8,  1998,  Delta and Pine Land  Company  ("DPLC")  entered  into a Merger
Agreement with Monsanto  Company  ("Monsanto"),  pursuant to which DPLC would be
merged  with and into  Monsanto.  This  agreement  has been  approved  by DPLC's
stockholders, but is still subject to the expiration of the waiting period under
the  Hart-Scott-Rodino  Antitrust  Improvements  Act of 1976. Under terms of the
agreement,  upon consummation of the merger DPLC's stockholders will be entitled
to receive  0.8625 shares of Monsanto's  Common Stock in exchange for each share
of Delta  and Pine Land  Company  stock  they  hold.  At a Special  Shareholders
Meeting  held on  November  30,  1998,  the  shareholders  approved  the  Merger
Agreement and Plan of Merger. The Merger Agreement  originally had an expiration
date of June 30, 1999. However, DPLC could extend the period of time in which to
complete the merger until  December 31, 1999 or under certain  circumstances  to
June 30, 2000. On May 21, 1999,  DPLC and Monsanto agreed to extend the time for
completing the merger from June 30, 1999 until December 31, 1999, with an option
for DPLC to extend this deadline to June 30, 2000.

In connection with the evaluation of various  strategic  alternatives  including
the contemplated merger,  DLPC, in 1998, incurred legal fees,  investment banker
fees and other professional fees approximating $5.1 million,  which are included
in "Special Charges and Unusual Charges Related to  Acquisitions." In 1999, DPLC
incurred  approximately  $9.0 million in legal fees, other professional fees and
other costs related to the contemplated merger.

Nature of Operations

Delta and Pine Land Company and  subsidiaries  (the  "Company" or "D&PL") breed,
produce,  condition and market cotton and soybean  planting  seed. In connection
with its seed operations,  the Company farms approximately 2,600 acres,  largely
for the production of cotton and soybean foundation seed.

The Company  has annual  agreements  with  various  growers to produce  seed for
cotton and  soybeans.  The  growers  plant seed  purchased  from the Company and
follow quality assurance procedures required for seed production.  If the grower
adheres to  established  Company  quality  assurance  standards  throughout  the
growing season and if the seed meets Company quality standards upon harvest, the
Company may be obligated to purchase  specified  minimum  quantities  of seed at
prices equal to the commodity  market price of the seed,  plus a grower premium.
The Company then conditions the seed for sale as planting seed.


Basis of Presentation

The  accompanying  financial  statements  include the accounts of Delta and Pine
Land  Company  and its  subsidiaries.  Significant  inter-company  accounts  and
transactions have been eliminated in consolidation.

Special Charges

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

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

In 1997,  D&PL  announced a production  and cost  optimization  program aimed to
improve  plant  operating  efficiencies.  The Company  recorded a $19.0  million
charge in its fourth quarter for the estimated costs  associated with this plan,
of which $11.5  million was  recorded as a component of "Cost of Sales" and $7.5
million  was  included  in  "Special  Charges  and  Unusual  Charges  Related to
Acquisitions".  This special charge included costs associated with the idling of
three plants,  the write down of fixed  assets,  plant  consolidation  costs and
costs associated with the phase out of certain products.

In  1996,  the  Company  commenced  commercial  sale  of  cottonseed  containing
Monsanto's  Bollgard  gene  and  in  1997,  the  Company  commenced   commercial
cottonseed  sales  containing  Monsanto's  Roundup  Ready  gene.  As a result of
inserting  these genes into the Company's  existing  product line, the number of
stock keeping units increased significantly. In June 1997, the Company commenced
a review and  evaluation of the Company's  product line and of the efficiency of
its  cottonseed  delinting  facilities to determine what steps could be taken to
reduce overhead and production costs by reorganizing  and/or  consolidating  the
Company's seed processing into a fewer number of plants.  Management  determined
that a reduction  in the number of  existing  varieties  and a reduction  of the
expected growth rate of those under  development  for planned future  commercial
launch would be necessary so the number of processing  plants could similarly be
reduced.  Therefore,  management  elected to (i)  discontinue  offering  certain
products  that were  previously  expected  to be  offered  for sale for the next
several years, (ii) accelerate the planned  discontinuance of other products and
(iii)  reduce the  number and rate of  introduction  of certain  new  varieties.
Separately,  in connection  with the Sure Grow Seed  acquisition in 1996,  three
additional  delinting  facilities  were  added to the  overall  capacity  of the
Company.  The  decision  to reduce  the  overall  stock  keeping  units  further
decreased the volume of  production at the three plants being closed;  decreased
their  efficiency;  and  increased  the  cost of  inventory  produced  at  these
facilities.  In June of 1997,  management  and the Board of Directors  adopted a
formal plan of  reorganization,  and determined  that certain  products would be
phased  out over an  anticipated  period  of three  years  and  three  delinting
facilities  would be closed  immediately.  Based on estimated  future  inventory
levels needed by the Company, management established reserves for certain excess
and obsolete varieties, reduced certain varieties to net realizable value due to
inefficient  operations and excess capacity discussed above,  bought out certain
grower  contracts for varieties being phased out, wrote down the value of excess
facilities  in  accordance  with SFAS 121 and  recorded a charge  for  employees
affected by the closing of the excess facilities.

For the year ended August 31, 1997,  the  components of the  production and cost
optimization   program   consisted  of  the  following  items  and  amounts  (in
thousands):
<TABLE>
<CAPTION>

                                                                      Cost of Sales         Operating Expenses
                                                                      -------------         ------------------
<S>                                                                          <C>                        <C>
Write-down of delinting facilities                                           $ -                        $4,500
Plant consolidation costs, including severance                                 -                         2,500
Idling of Scott, Mississippi, Tunica, Mississippi and
        Centre, Alabama Plants                                                 -                           500
Contract cancellation costs due to reduction of varieties                  3,000                             -
Write down existing inventory to net realizable value                      4,500                             -
Reserve for expected discontinuance of varieties                           4,000                             -
                                                                         -------                       -------
                                                                         $11,500                        $7,500
                                                                         =======                       =======
</TABLE>

In connection  with the 1996  acquisitions  of the Sure Grow Companies and Hartz
Cotton,  Inc., the Company  recorded  charges  anticipated to be nonrecurring of
approximately  $1.7 million for transaction costs in 1997 all of which were paid
prior to August 31,  1997.  These  costs  primarily  include  professional  fees
(including  costs related to the U.S.  Department of Justice  review of the Sure
Grow  acquisition)  and are  included  in "Special  Charges and Unusual  Charges
Related to Acquisitions" in the accompanying Consolidated Statements of Income.

At August 31,  1999,  no  liabilities  related to the above items  remain on the
balance sheet.



Cash Equivalents

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

Property, Plant and Equipment

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

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

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

Intangible Assets and Deferred Charges

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

Foreign Currency Translation

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

Income Taxes

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

Fair Value of Financial Instruments

The fair  value of the  Company's  financial  instruments  at  August  31,  1999
approximates their carrying value.

Revenue Recognition

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

Research and Development

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

Derivative Financial Instruments

The Company uses futures and option contracts for its soybean hedging program to
effectively  fix the  cost  of a  significant  portion  of its  soybeans.  These
contracts are accounted for on a settlement  basis, with the net amounts paid or
received  under such  contracts  included in the cost of soybeans.  Open futures
contracts and the underlying soybean inventory are marked to market. The Company
does not typically terminate contracts prior to their expiration.  The amount of
deferred  losses  associated with the soybean hedging program at August 31, 1999
was not material. The Company does not speculate in derivatives.

Impairment of Assets

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

Use of  Estimates

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

Reclassifications

Certain  prior year  amounts  have been  reclassified  to conform  with the 1999
presentation.

Implementation of Financial Accounting Standards

The Company adopted  Statement of Financial  Accounting  Standards  ("SFAS") No.
130,  "Reporting  Comprehensive  Income," during the first quarter of 1999. This
statement  requires  that  foreign  currency  translation  be  included in other
comprehensive  income and that the  accumulated  balance of other  comprehensive
income be  separately  presented.  Prior year  information  has been restated to
conform to the requirements of the statement.

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

In April 1998,  the  Accounting  Standards  Executive  Committee of the American
Institute of Certified  Public  Accountants  released  SOP 98-5  requiring  that
start-up  activities  be expensed as incurred.  SOP 98-5 is effective for fiscal
years  beginning  after  December  31,  1998.  The  Company  will adopt this SOP
beginning  fiscal  year 2000.  At August 31,  1999,  D&PL had costs  aggregating
approximately  $1,000,000  recorded as startup or  organizational  costs related
primarily to its foreign joint ventures.



<PAGE>


2.   INVENTORIES

Inventories at August 31, consisted of the following:

                                                1998                       1999
                                                ----                       ----
         Finished goods                $  45,121,000            $    43,528,000
         Raw materials                    14,036,000                 15,774,000
         Growing crops                       586,000                  1,564,000
         Supplies                            676,000                    969,000
                                             -------                    -------
                                          60,419,000                 61,835,000
         Less reserves                    (9,922,000)               (14,108,000)
                                          ----------                -----------
                                        $ 50,497,000             $   47,727,000
                                        ============             ==============


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

3.   PROPERTY, PLANT AND EQUIPMENT

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

                                                           1998            1999
                                                           ----            ----
           Land and improvements                    $ 4,437,000     $ 4,113,000
           Buildings and improvements                35,849,000      35,251,000
           Machinery and equipment                   38,530,000      43,291,000
           Germplasm                                  7,500,000       7,500,000
           Breeder and foundation seed                2,000,000       2,000,000
           Construction in progress                   5,650,000       4,789,000
                                                     93,966,000      96,944,000
           Less accumulated depreciation            (27,126,000)    (31,778,000)
                                                    -----------      -----------
                                                    $66,840,000     $65,166,000
                                                    ===========     ===========


4.     NOTES PAYABLE AND LONG-TERM DEBT

The Company has a syndicated  credit facility with three financial  institutions
which provides for aggregate unsecured borrowings of $110 million comprised of a
base  commitment of $55 million and a seasonal  commitment  of $55 million.  The
base commitment is a long-term loan that may be borrowed upon at any time and is
due April 1, 2001. The seasonal commitment is a working capital loan that may be
drawn upon from  September  1 through  June 30 of each  fiscal  year and expires
April 1, 2001. Each  commitment  offers variable and fixed interest rate options
and requires the Company to pay facility or  commitment  fees and to comply with
certain financial  covenants.  At August 31, 1999, the Company had $38.0 million
available for borrowing under the base commitment.  In addition, the lead lender
has approved a $25.0 million credit line that can be activated by the Company as
needed. On April 15, 1999, the Company  activated the previously  approved $25.0
million  additional  seasonal credit facility.  Such facility was available from
April 15, 1999 to September 1, 1999 and incurred interest at rates comparable to
the existing facility.

The  interest  rate  charged for each loan is based on LIBOR plus 35 to 55 basis
points depending on the achievement of certain  financial  ratios.  The combined
average interest rate was 6.0% and 5.6% during 1998 and 1999, respectively.

The  financial  covenants  require the Company to: (a) maintain a ratio of total
liabilities to tangible net worth at August 31, of less than or equal to 2.25 to
1 (4.0 to 1.0 at the Company's  fiscal quarter ends) (b) maintain a fixed charge
ratio  at the end of each  quarter  greater  than or equal to 2.0 to 1.0 and (c)
maintain  at all  times  tangible  net worth of not less than the sum of (i) $40
million , plus (ii) 50% of net income (but not losses) determined as of the last
day of each fiscal year,  commencing  with August 31, 1998.  At August 31, 1999,
the Company's  ratio of total  liabilities to tangible net worth was 2.6 to 1.0,
which exceeds the  permitted  ratio.  The lenders  waived  compliance  with this
covenant.

<PAGE>

5.   ACCRUED EXPENSES

Accrued expenses at August 31, consisted of the following:

                                                        1998                1999
                                                        ----                ----
         Sales returns and allowances          $   8,996,000      $    8,627,000
         Payroll                                   2,067,000           2,883,000
         Bollgard and Roundup Ready
            royalties and related expenses
            due Monsanto                          68,754,000         115,260,000
         Other accrued expenses                   11,746,000          13,379,000
                                                  ----------          ----------
                                                $ 91,563,000       $ 140,149,000
                                                ============       =============



6.   INCOME TAXES

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

                               1997                   1998                 1999
                               ----                   ----                 ----
         Current-
           Federal       $2,622,000            $   970,000         $  9,628,000
           State             65,000                 39,000              858,000
         Deferred            79,000                298,000           (7,059,000)
                             ------                -------           ----------
                         $2,766,000             $1,307,000          $  3,427,000
                         ==========             ==========          ============





<PAGE>


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


<TABLE>
<CAPTION>

                                                                            1997            1998           1999
                                                                            ----            ----           ----
      <S>                                                                    <C>             <C>            <C>
      Statutory rate                                                        35.0%           35.0%          35.0%
      Increases (decreases) in tax resulting from:
         State taxes, net of Federal tax benefit                             2.0             2.2            2.3
         Research and development tax credits                               (3.4)          (19.3)          (8.6)
         Tax effects resulting from non deductible costs
            and foreign activities                                          (2.2)           20.3           (1.2)
         Other                                                              (2.8)            2.8            3.7
                                                                            ----             ---            ---
      Effective rate                                                        28.6%           41.0%          31.2%
                                                                            ====            ====           ====
</TABLE>

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

        Deferred tax assets:
                                                          1998             1999
                                                          ----             ----
                Inventory                         $  4,259,000     $  9,226,000
                Charitable contributions               270,000          368,000
                Intangibles                            312,000          192,000
                Other                                  149,000        4,083,000
                                                       -------        ---------
                                                     4,990,000       13,869,000
                                                     =========       ==========

        Deferred tax liabilities:

                Deferred charges                      (532,000)        (908,000)
                Property                            (4,735,000)      (5,228,000)
                Other                                 (335,000)        (641,000)
                                                      --------         --------
                                                    (5,602,000)      (6,777,000)
                                                    ----------       ----------
                Net deferred income taxes          $  (612,000)    $  7,092,000
                                                   ===========     ============


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



<PAGE>


7.   LEASES

The  Company  leases  real  estate  and  machinery  and  equipment  used  in its
operations.  Substantially  all rent  expense is recorded as cost of sales.  The
Company has no capital  leases.  Future minimum rental payments after 1999 under
operating leases with initial or remaining noncancellable terms in excess of one
year are as follows:

                                  2000 $192,000
                                  2001 $135,000
                                  2002 $ 67,000
                                  2003 $ 31,000
                                  2004 $ -

Rent and lease expense including land rent approximated  $2,265,000,  $3,101,000
and $3,182,000 in 1997, 1998 and 1999, respectively.

8. EMPLOYEE BENEFIT PLANS

Defined Benefit Plan -

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

Effective  January  15,  1992,  the  Company  adopted a  Supplemental  Executive
Retirement Plan (the "SERP"),  which will pay  supplemental  pension benefits to
certain  employees  whose  benefits from the Plan were  decreased as a result of
certain  changes made to the Plan.  The  benefits  from the SERP will be paid in
addition to any benefits the participants may receive under the Plan and will be
paid from Company assets, not Plan assets.

The Company has adopted SFAS No. 132, "Employers' Disclosures About Pensions and
Other  Postretirement  Benefits,"  which changes the presentation of information
about pension and other  postretirement  benefit  plans.  Disclosures  for prior
years  have  been  restated.  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,  1999,  and a
statement of the funded status as of August 31, 1998 and 1999.


<PAGE>
<TABLE>
<CAPTION>

                                                                                  Plan                            SERP
                                                                          --------------------            --------------------

                                                                          1998            1999            1998            1999
                                                                          ----            ----            ----            ----
<S>                                                                        <C>             <C>             <C>             <C>
CHANGE IN BENEFIT OBLIGATION
Benefit obligation at beginning of  year                          $  6,741,000    $  9,489,000    $    516,000    $    588,000
     Service cost                                                      444,000         481,000          47,000          39,000
     Interest cost                                                     584,000         687,000          38,000          43,000
     Actuarial  loss                                                 2,411,000         395,000          18,000          10,000
     Curtailments, settlements,                                       (171,000)           --              --              --
     Benefits paid                                                    (520,000)       (665,000)        (31,000)        (37,000)
                                                                      --------        --------         -------         -------
     Benefit obligation at end of year                            $  9,489,000    $ 10,387,000    $    588,000    $    643,000
                                                                  ============    ============    ============    ============

                                                                                  Plan                            SERP
                                                                          --------------------            --------------------
CHANGE IN PLAN ASSETS
Fair value of plan assets at beginning of                         $  8,102,000    $  9,646,000    $    239,000    $    500,000
     Actual return on plan assets                                    2,135,000       1,614,000          18,000          98,000
     Company contributions                                                --           700,000         275,000          85,000
     Benefits paid                                                    (520,000)       (665,000)        (31,000)        (36,000)
     Expenses                                                          (71,000)        (82,000)         (1,000)         (6,000)
                                                                       -------         -------          ------          ------
Fair value of plan assets at end of year                          $  9,646,000    $ 11,213,000    $    500,000    $    641,000
                                                                  ============    ============    ============    ============

FUNDED STATUS
Funded status beginning of year                                   $    157,000    $    827,000    $    (88,000)   $     (3,000)
                                                                            --              --              --              --
                                                                       -------         -------          ------           -----
Contribution after measurement date                               $    157,000    $    827,000    $    (88,000)   $     (3,000)
Funded status end of year                                         ============    ============    ============    ============

</TABLE>

<TABLE>
<CAPTION>

                                                           Plan                                        SERP
                                            ----------------------------------           -----------------------------------
                                            1997           1998           1999           1997           1998            1999
                                            ----           ----           ----           ----           ----            ----
<S>                                      <C>            <C>            <C>             <C>            <C>            <C>
Service cost                             337,000        444,000        481,000         44,000         47,000         39,000
Interest cost on projected benefit       424,000        584,000        687,000         34,000         38,000         43,000
Actual return on                      (1,458,000)    (2,135,000)    (1,613,000)       (13,000)       (18,000)       (98,000)
Amortization of transitional             119,000        118,000        119,000           --               --             --
Net unrecognized loss and                827,000      1,334,000        712,000         (5,000)         2,000         75,000
                                         -------      ---------        -------         ------          -----         ------
Net periodic pension expense             249,000        345,000        386,000         60,000         69,000         59,000
                                         =======        =======        =======         ======         ======         ======
Company contributions                  $      -       $       -      $ 700,000       $      -    $   275,000     $   85,000
                                        =======        ========       ========        =======    ===========     ==========
</TABLE>



The actuarial present value of the projected benefit  obligation of the Plan and
the SERP was  determined  using a discount  rate of 7.5% in 1998 and 1999,  with
assumed salary increases of 4% in 1998 and 1999. The expected  long-term rate of
return on assets was 9% in 1998 and 1999.  Prior service cost is amortized  over
15 years.

Defined Contribution Plan -

D&PL sponsors a defined  contribution  plan under Section 401(k) of the Internal
Revenue Code which covers  substantially all full-time employees of the Company.
The Company,  at its option,  may elect to make  matching  contributions  to the
Plan. No matching contributions were made in 1997, 1998 or 1999.

9. MAJOR CUSTOMERS

In fiscal 1997,  1998,  and 1999 seed sales to each of three  customers  and the
related  licensing fees ultimately  billed to the farmers by these customers for
transgenic  products  comprised more than 10% of total sales and licensing fees.
The approximate amount of annual sales including  technology fees to each of the
customers were as follows:


    Customer                        1997                1998            1999
    --------                        ----                ----            ----
       A                        $27,100,000         $23,800,000      $34,615,000
       B                         26,200,000          27,388,000       50,767,000
       C                         31,800,000          44,054,000       74,710,000


10. BUSINESS SEGMENT INFORMATION

The Company adopted SFAS No. 131,  "Disclosures  about Segments of an Enterprise
and Related  Information,"  effective August 31, 1999. The Statement establishes
standards  for  reporting   information  about  operating  segments.   Operating
segments,  as defined,  are  components  of an enterprise  about which  separate
financial  information  is available  that is  evaluated  regularly by the chief
operating decision-maker in allocating resources and assessing performance.  The
Company is in a single line of business and  operates in two business  segments,
domestic and  international.  The Company's  reportable  segments  offer similar
products;  however,  the  business  units  are  managed  separately  due  to the
geographic dispersion of their operations.  D&PL breeds,  produces,  delints and
conditions,  and markets  proprietary  varieties of cotton  planting seed in the
United States.  D&PL also breeds,  produces,  conditions and distributes soybean
planting seed in the United  States.  The  international  segment offers similar
cottonseed in several foreign  countries.  The Company  develops its proprietary
seed products  through  research and development  efforts  throughout the United
States and certain foreign  countries.  Additionally,  the Company  utilizes the
same methods for the production  and  distribution  of domestic  cotton seed for
stripper and picker  varieties.  The Company's  chief  operating  decision maker
utilizes  revenue  information  in  assessing  performance  and  making  overall
operating  decisions and resource  allocations.  Profit and loss  information is
reported  by segment to the chief  operating  decision  maker and the  Company's
Board of  Directors.  The  accounting  policies of the  segments are the same as
those described in the summary of significant accounting policies.

Domestic sales  approximated  $233,949,000,  $170,569,000,  and  $168,349,000 in
1999, 1998 and 1997, respectively. International sales approximated $26,516,000,
$21,770,000 and $14,900,000 in 1999, 1998 and 1997, respectively.  International
sales includes  shipments that either  originate in or are destined to locations
outside the United States.  Operating  income/(losses)  in 1999,  1998 and 1997,
respectively were approximately $19,856,000, $9,228,000, and $13,459,000 for the
domestic  segment  and  ($2,082,000),  ($2,960,000)  and  ($2,039,000)  for  the
international segment.

Domestic long-lived assets approximated  $67,565,000 and $62,187,000 in 1998 and
1999, respectively.  International long-lived assets approximated $9,724,000 and
$16,028,000 in 1998 and 1999, respectively.  Long-lived assets include property,
plant and equipment,  goodwill and other long-term assets.  Capital expenditures
in 1999,  1998 and 1997,  respectively,  were  $3,824,000,  and  $5,305,000  and
$15,427,000 for the domestic  segment and $4,269,000,  $4,937,000 and $1,027,000
for the international segment.

11.  RELATED PARTY TRANSACTIONS

A partner of a law firm that  represents  the Company is also a stockholder  and
serves as  corporate  secretary.  The  Company  paid  legal fees to that firm of
approximately   $645,000,   $715,000  and  $740,000  in  1997,  1998  and  1999,
respectively.

During 1997, 1998 and 1999 the Institute of Molecular Agrobiology ("IMA"), which
is owned by the National  University of Singapore  and the National  Science and
Technology Board of Singapore,  conducted  contract  research upon the Company's
instruction  related to the  development  of certain  technologies  for varietal
crops such as cotton and  soybeans.  The Company  paid  approximately  $350,000,
$260,000 and $340,000 in 1997,  1998 and 1999,  respectively,  for such research
projects.

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


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



12. COMMITMENTS AND CONTINGENCIES

On October 14, 1999, the Company,  Monsanto and UAP/GA Ag. Chem. Inc. were named
as defendants in two lawsuits  filed by two cotton  farmers in the United States
District  Court for the Western  District of North  Carolina.  The suits allege,
among other things,  that certain varieties sold by the Company that contain the
Roundup Ready gene, performed poorly,  specifically  including lack of tolerance
to Roundup and poor germination.  The Company and Monsanto have investigated the
claims to determine the cause or causes of the alleged problems. Pursuant to the
terms  of the  Roundup  Ready  Agreement  between  D&PL and  Monsanto,  D&PL has
tendered  the  defense of these  claims to  Monsanto  and  requested  indemnify.
Pursuant to the Roundup Ready Agreement,  Monsanto is contractually obligated to
defend and indemnity the Company  against all claims  arising out of the failure
of the  Roundup  glyphosate  tolerance  gene.  D&PL  will  not  have a right  to
indemnification  from  Monsanto,  however,  for any  claim  involving  defective
varietal  characteristics  separate  from or in  addition  to the failure of the
herbicide  tolerance  gene,  and such claims are contained in these  complaints.
D&PL believes these claims will be resolved  without any material  impact on the
Company's consolidated financial statements.

On June 11, 1999, D&PL, Monsanto, Asgrow Seed Company, SF Services, Terral Seed,
Inc.,  Valley Farmers Co-Op, Red River Co-Op, and Central  Louisiana Grain Co-Op
were named as  defendants in a lawsuit  filed in the Fourth  Judicial  District,
Parish of  Natchitoches,  State of  Louisiana.  The suit  alleges,  among  other
things,  that certain soybean seeds which contain the Roundup  Ready(R) gene did
not perform as advertised and did not produce promised yields. The plaintiffs in
this case are  seeking  certification  of a class of all  purchasers  of Roundup
Ready  soybeans  during the years of 1997 and 1998. The Company and Monsanto are
presently  investigating the claim; however, they believe it to be without merit
and their plan is to vigorously  defend this  lawsuit.  Pursuant to the terms of
the Roundup Ready Soybean Agreement between D&PL and Monsanto, D&PL has tendered
the defense of this claim to  Monsanto.  Pursuant to the Roundup  Ready  Soybean
Agreement,  Monsanto is contractually  obligated to defend and indemnify any and
all claims arising out of the failure of glyphosate gene tolerance,  and certain
other types of claims. D&PL will have no right to indemnification from Monsanto,
however,   for  any  claim   involving   defects  in  seed  and/or   promotional
representations  made solely by D&PL without  Monsanto's  approval.  Such claims
appear to be contained  within this complaint.  D&PL believes this claim will be
resolved  without any material  impact on the Company's  consolidated  financial
statements.

The Company and Monsanto are named as defendants in four pending  lawsuits filed
in the State of Texas. Two lawsuits were filed in Lamb County, Texas on April 5,
1999;  one lawsuit was filed in Lamb County,  Texas on April 14,  1999;  and one
lawsuit was filed in Hockley County,  Texas,  on April 21, 1999.  These lawsuits
were  removed  to the  United  States  District  Court,  Lubbock  Division,  but
subsequently  were  remanded  back to the state court where they were filed.  In
each case the plaintiff  alleges,  among other things,  that certain  cottonseed
acquired from Paymaster  which  contained the Roundup Ready gene did not perform
as the farmers had  anticipated.  These  lawsuits also include  varietal  claims
aimed solely at the Company.  This  litigation is identical to seed  arbitration
claims  previously  filed in the  State of Texas  which  were  concluded  in the
Company's  favor.  The  Company and  Monsanto  have  investigated  the claims to
determine the cause or causes of the alleged problems.  Pursuant to the terms of
the Roundup Ready  Agreement  between D&PL and  Monsanto,  D&PL has tendered the
defense of these claims to Monsanto  and  requested  indemnity.  Pursuant to the
Roundup  Ready  Agreement,  Monsanto is  contractually  obligated  to defend and
indemnify  the  Company  against  all claims  arising  out of the failure of the
Roundup glyphosate tolerance gene. D&PL will not have a right to indemnification
from   Monsanto,   however,   for  any  claim   involving   defective   varietal
characteristics  separate  from or in addition  to the failure of the  herbicide
tolerance gene, and such claims are contained in these complaints. D&PL believes
these  claims will be  resolved  without any  material  impact on the  Company's
consolidated financial statements.

The Company,  Monsanto and other  parties were named as  defendants in a lawsuit
filed in the Superior Court of Calhoun County,  Georgia on April 19, 1999, which
has been removed to the United States  District Court of the Middle  District of
Georgia,  Albany Division. The Company and Monsanto are presently  investigating
the claim to  determine  the cause or causes,  if any, of the alleged  problems.
Pursuant to the terms of the Roundup Ready Agreement  between D&PL and Monsanto,
D&PL has tendered the defense of this claim to Monsanto and requested indemnity,
as Monsanto  is  contractually  obligated  to defend and  indemnify  the Company
against  all  claims  arising  out of the  failure  of  the  Roundup  glyphosate
tolerance  gene.  D&PL will not have a right to  indemnification  from Monsanto,
however, for any claim involving defects in seed separate from or in addition to
the failure of the herbicide  tolerance  gene,  and such claims are contained in
these complaints.  This case was the subject of a seed arbitration case filed in
Georgia  during 1997 which was concluded in the Company's  favor.

The Company and  Monsanto  were named as  defendants  in a lawsuit  filed in the
Circuit  Court of the State of  Missouri,  County of Dunklin,  on April 2, 1999.
This case was  subsequently  removed to the United States District Court for the
Eastern  District of  Missouri,  but remanded  back to the Circuit  Court of the
State of Missouri,  County of Dunklin.  This suit alleges that certain varieties
of  cotton  offered  for sale by D&PL  were  unmerchantable  as a result  of the
alleged  susceptibility  to a malady  referred to as bronze wilt.  Although this
litigation  involves  a  transgenic  variety,  there  is no  allegation  in  the
complaint  sufficient  to  trigger  any  contractual  obligation  to  defend  or
indemnify under the terms of the Roundup Ready  Agreement.  A settlement of this
claim has been agreed to (but not yet consummated). This settlement is reflected
in the Company's consolidated financial statements at August 31, 1999.

On March  30,  1999,  the  Company,  Asgrow  Seed  Company,  L.L.C.,  and  Terra
International were named as defendants in a lawsuit filed in the Fourth Judicial
District  Court,  Parish of Morehouse,  State of  Louisiana,  which has now been
removed  to the  United  States  District  Court  for the  Western  District  of
Louisiana. The suit alleges, among other things, that certain soybean seed which
contained the Roundup Ready gene did not properly  germinate and did not perform
as the farmer had  anticipated  and, in particular,  did not fully protect their
crops from damage following the application of Roundup. The Company and Monsanto
are presently  investigating the claim to determine the cause or causes, if any,
of the alleged  problem.  Pursuant to the terms of the Roundup  Ready  Agreement
between  D&PL and  Monsanto,  D&PL has  tendered  the  defense  of this claim to
Monsanto.  Pursuant to the Roundup Ready  Agreement,  Monsanto is  contractually
obligated to defend and indemnify any and all claims  arising out of the failure
of the  glyphosate  gene  tolerance.  D&PL  believes  this case can be  resolved
without any material impact on the Company's consolidated financial statements.

In 1999 and 1998 45 farmers in Mississippi filed seed arbitration claims against
the Company and Monsanto with the Mississippi  Department of Agriculture arising
from the 1998 cotton crop. The Mississippi  Department of Agriculture  dismissed
all but 19 of those claims due to the failure of the farmer to provide  adequate
information.  Those farmers,  however,  still have a right to pursue  litigation
should they so choose.  The remaining  arbitration claims were heard in March of
1999.  The Company was  exonerated  from  liability in 16 of those cases.  Three
cases resulted in the suggestion of nominal damages.  Each of those farmers has,
likewise,  the right to pursue litigation should they so choose.  Five of the 16
unsuccessful  claimants  from the 1998 crop year filed suit on May 21, 1999,  in
the  Circuit  Court of Bolivar  County,  Mississippi,  against  the  Company and
Monsanto.  The Company and  Monsanto  are  presently  investigating  the claims.
Pursuant to the terms of the Roundup Ready Agreement  between D&PL and Monsanto,
D&PL has  tendered  the  defense  of these  claims  to  Monsanto  and  requested
indemnity,  as Monsanto is  contractually  obligated to defend and indemnify the
Company against all claims arising out of the failure of the Roundup  glyphosate
tolerance  gene.  D&PL will not have a right to  indemnification  from Monsanto,
however, for any claim involving defects in seed separate from or in addition to
the failure of the herbicide  tolerance  gene,  and such claims are contained in
these  complaints.  D&PL  believes  this  lawsuit  will be resolved  without any
material   impact   on  the   Company's   consolidated   financial   statements.
Additionally,  one  farmer in  Mississippi  has filed a seed  arbitration  claim
against the Company with the Mississippi  Department of Agriculture arising from
the 1999 cotton crop.  The  Mississippi  Department of  Agriculture  has not yet
scheduled  a hearing on this  claim.  D&PL  believes  this claim can be resolved
without any material impact on the Company's consolidated financial statements .

In 1999 and 1998  approximately  210 cotton  farmers  in Georgia  had filed seed
arbitration claims arising from the 1998 cotton crop against the Company, and in
some cases,  Monsanto.  Approximately  180 of those cases have now been settled.
Those  settlements  were achieved  without any material  impact on the Company's
consolidated financial statements. The remaining claimants who had filed for the
1998 crop year still have the right to pursue litigation if they so choose.  The
Company  believes that these claims can be resolved  without any material impact
on the Company's consolidated financial statements.

In 1999,  approximately 31 cotton farmers in Georgia have filed seed arbitration
claims against the Company and, in some cases,  Monsanto,  alleging  damages for
their 1999 crop.  Six of these claims have been  scheduled for hearing,  four on
January 11, 2000,  and two on January 20, 2000.  The Company and Monsanto are in
the process of investigating  these claims to determine the cause or causes,  if
any,  of the  alleged  problems.  Pursuant  to the  terms of the  Roundup  Ready
Agreement between D&PL and Monsanto, D&PL has tendered the defense of these seed
arbitration  claims to Monsanto  and has  requested  indemnity.  Pursuant to the
Roundup  Ready  Agreement,  Monsanto is  contractually  obligated  to defend and
indemnify  the  Company  against  all claims  arising  out of the failure of the
Roundup   glyphosate   tolerance   gene.   D&PL   will   not  have  a  right  to
indemnification,  however, for any claim involving defects in the seed, separate
from or in addition to the failure of the  herbicide  tolerance  gene,  and such
claims are contained in some of the seed  arbitration  claims filed.  Based upon
information received to date, D&PL believes these claims can be resolved without
any material impact on the Company's consolidated financial statements.

In 1998,  one claim was filed with the  Arkansas  Seed  Arbitration  Council.  A
Motion to Dismiss has been filed.  This case alleges that certain  Roundup Ready
cottonseed  marketed  by the  Company in 1997  failed to perform as farmers  had
anticipated and caused the farmers to suffer crop loss.  Pursuant to the Roundup
Ready Agreement between D&PL and Monsanto, D&PL has tendered the defense of this
claim  to  Monsanto.  Pursuant  to the  Roundup  Ready  Agreement,  Monsanto  is
contractually  obligated to defend and indemnify any and all claims  arising out
of the failure of the glyphosate gene tolerance.  D&PL believes this case can be
resolved  without any material  impact on the Company's  consolidated  financial
statements.

In 1999 and 1998,  three  farmers in the State of Florida had filed  arbitration
claims  against  the  Company.  Two of those  claims have now been  resolved.  A
hearing was conducted on the remaining  claim on October 12, 1999;  however,  no
ruling has yet been received.  D&PL believes this claim will be resolved without
any material impact on the Company's consolidated financial statements.

The  Company,  certain  subsidiaries  of  Monsanto  and  others  were  named  as
defendants in a lawsuit filed in the Civil District  Court,  Williamson  County,
Texas,  277th Judicial  District,  in April 1997. The plaintiffs  allege,  among
other things, that certain cottonseed acquired from Monsanto in the Hartz Cotton
acquisition  and  subsequently  sold  by  the  Company,  failed  to  perform  as
represented  allegedly  resulting  in lost yield.  Pursuant to the Hartz  Cotton
acquisition agreement,  the Company is entitled to indemnification from Monsanto
for damages resulting from the sale of bagged seed inventories  acquired by D&PL
in that acquisition. Some or all of the seed involved in this case may meet this
criteria and D&PL will  therefore be entitled to  indemnification  from Monsanto
for any  losses  resulting  from  such  seed.  In  October  1999,  this case was
dismissed  and the  parties  to  this  litigation,  including  the  Company  and
Monsanto,  agreed to mediate the claims which were the subject of this  lawsuit.
Should   mediation   fail,  the  parties  have  agreed  to  enter  into  binding
arbitration. Management believes this case will be resolved without any material
impact on the Company's consolidated financial statements.

The  Company,  Monsanto  and other third  parties  were named as  defendants  in
lawsuits filed (i) in the District Court of Falls County,  Texas, in August 1996
and (ii) in the District Court of Robertson  County,  Texas,  in March 1998. The
plaintiffs allege, among other things, that D&PL's cottonseed  varieties,  which
contain Monsanto's Bollgard gene, did not perform as the farmers had anticipated
and, in  particular,  did not fully  protect  their  cotton  crops from  certain
lepidopteran  insects.  On or about  October 8, 1999, a settlement  of the Falls
County case was agreed upon, but it has not yet been consummated. The settlement
on such terms would not have any material  impact on the Company's  consolidated
financial statements.

In  May  1998,  five  individual  alleged  shareholders  brought  suits  against
Monsanto,  the Company and its Board of Directors  ("Directors") in the Court of
Chancery  in New  Castle  County,  Delaware.  The  complaints  alleged  that the
consideration  to be paid in the proposed merger of the Company with Monsanto is
inadequate and that the Company's  Directors  breached their fiduciary duties to
the  Company's  stockholders  by voting to  approve  the  Agreement  and Plan of
Merger,  and that  Monsanto  aided and abetted the alleged  breach of  fiduciary
duty.  The  complaints  were  consolidated  into  one  action,  which  sought  a
declaration that the action was maintainable as a class action,  that the merger
be  enjoined,  or  alternatively,  rescinded,  and/or  an award  of  unspecified
compensatory  damages if the merger was consummated.  A settlement agreement was
reached with the named  plaintiffs in November 1998. The parties intend to apply
to the Court for a date for a hearing on approval of the  settlement  which,  if
approved,  will  not  have  a  material  effect  on the  Company's  consolidated
financial statements.

In  October  1996,   Mycogen  Plant  Science,   Inc.  and   Agrigenetics,   Inc.
(collectively  "Mycogen")  filed a lawsuit in U.S.  District  Court in  Delaware
naming D&PL,  Monsanto and DeKalb  Genetics as  defendants  alleging that two of
Mycogen's  recently  issued  patents have been  infringed by the  defendants  by
making,  selling,  and licensing seed that contains the Bollgard gene. The suit,
which  went to  trial  in  January  1998,  sought  injunctions  against  alleged
infringement, compensatory damages, treble damages and attorney's fees and court
costs.  A jury found in favor of D&PL and  Monsanto  on issues of  infringement.
Mycogen  subsequently  re-filed a motion  for a new trial and for a judgment  in
favor of Mycogen as a matter of law. The trial court has ruled in these  motions
holding for Mycogen on certain  issues but  sustaining the jury verdict in favor
of D&PL and Monsanto.  Mycogen has appealed to the U.S. Court of Appeals for the
Federal Circuit.  Pursuant to the terms of the Bollgard  Agreement,  Monsanto is
required to defend D&PL against  patent  infringement  claims and indemnify D&PL
against damages from any patent infringement claims and certain other losses and
costs. Due to Monsanto's obligation to indemnify D&PL, the Company believes that
the  resolution of this matter will not have a material  impact on the Company's
consolidated financial statements.

A corporation  owned by the son of the Company's former  Guatemalan  distributor
sued in 1989  asserting  that  the  Company  violated  an  agreement  with it by
granting  to another  entity an  exclusive  license in certain  areas of Central
America and southern  Mexico.  The suit seeks  damages of  5,300,000  Guatemalan
quetzales  (approximately  $700,000 at current exchange rates) and an injunction
preventing the Company from distributing seed through any other licensee in that
region.  The  Guatemalan  court,  where  this  action is  proceeding,  has twice
declined  to  approve  the  injunction  sought.  Management  believes  that  the
resolution  of the  matter  will not have a  material  impact  on the  Company's
consolidated financial statements.  The Company continues to offer seed for sale
in Guatemala.

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

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

13. MERGERS AND ACQUISITIONS

Merger with Monsanto Company

On May 8, 1998, DPLC entered into a merger agreement with Monsanto,  pursuant to
which DPLC  would be merged  with and into  Monsanto.  This  agreement  has been
approved by DPLC's  stockholders,  but is still subject to the expiration of the
waiting period under the Hart-Scott-Rodino  Antitrust  Improvements Act of 1976.
Under  the  terms of the  agreement,  upon  consummation  of the  merger  DPLC's
stockholders  will be entitled to receive  0.8625  shares of  Monsanto's  Common
Stock in exchange for each share of Delta and Pine Land Company stock they hold.
At a Special  Shareholders  Meeting held on November 30, 1998, the  shareholders
approved  the  Merger  Agreement  and  Plan  of  Merger.  The  Merger  Agreement
originally had an expiration date of June 30, 1999.  However,  DPLC could extend
the period of time in which to complete  the merger  until  December 31, 1999 or
under certain circumstances to June 30, 2000. On May 21, 1999, DPLC and Monsanto
agreed to extend the time for  completing  the merger  from June 30,  1999 until
December 31, 1999,  with an option for DPLC to extend this  deadline to June 30,
2000.

The  merger of DPLC with and into  Monsanto  is  subject  to review by the USDOJ
under the Hart-Scott-Rodino  Anti-Trust  Improvements Act of 1976 ("H-S-R Act").
On June 18, 1998,  Monsanto and D&PL announced that they have received  requests
for additional  information and other documentary materials from the USDOJ under
the H-S-R Act concerning  Monsanto's  previously announced  acquisition of DPLC.
This  request  extends the waiting  period  under the H-S-R Act during which the
parties are prohibited from closing the transaction. On August 9, 1999, D&PL and
Monsanto  received  Civil  Investigative  Demands  from the  USDOJ,  seeking  to
determine  whether there have been any  inappropriate  exchanges of  information
between  Monsanto  and D&PL or if any  prior  acquisitions  are  likely  to have
substantially  lessened  competition in the sale or development of cottonseed or
cottonseed  genetic  traits.  D&PL is  complying  with the  USDOJ's  request for
information and documents and with the recent CID.

Pursuant to the Merger  Agreement,  DLPC has agreed that, during the period from
the date of the signing of the Merger Agreement (May 8, 1998) through the merger
closing date (except as otherwise expressly permitted by the terms of the Merger
Agreement),  it will, and it will cause its respective  subsidiaries  to, in all
material  respects,  (i) carry on its business in the ordinary course,  (ii) use
reasonable  best efforts to preserve intact its current  business  organization,
(iii) keep  available the services of its current  officers and  employees,  and
(iv) preserve its relationships with customers, suppliers and others.

In  addition,  DPLC has agreed that  neither  DPLC nor,  where  applicable,  its
subsidiaries, without Monsanto's prior written consent or as otherwise permitted
under the Merger Agreement,  will: (a) amend its certificate of incorporation or
bylaws;  (b) split,  combine or  reclassify  its  outstanding  capital  stock or
declare,  set aside or pay any dividend  payable in cash, stock or property with
respect to the same,  provided  that DPLC may declare and pay regular  quarterly
dividends  of not more  than  $0.03 per  share;  (c) issue or agree to issue any
additional  shares of, or rights to acquire  shares of, capital stock other than
the issuance of shares of capital stock of a subsidiary to DPLC or, with respect
to DLPC shares  issuable upon exercise of  outstanding  options  pursuant to the
D&PL  1993  Stock  Option  Plan  and the  1995  D&PL  Long-Term  Incentive  Plan
(collectively,  the "D&PL Option Plans");  (d) enter into or agree to enter into
any new or amended  contract or agreement with any labor unions;  (e) authorize,
recommend, propose or announce an intention to authorize,  recommend or propose,
or enter into an agreement  in  principle  or an  agreement  with respect to any
merger,  consolidation  or  business  combination  (other  than the merger  with
Monsanto),  or any  acquisition or disposition of a material amount of assets or
securities (other than inventory in the ordinary course of business);  (f) enter
into or amend any  employment,  severance  or  change-in-control  agreement,  or
benefit plan except as required by law or regulations,  or as expressly provided
by the Merger Agreement,  or in the ordinary course of business;  (g) (i) except
in the ordinary course of business,  create, incur or assume any debt other than
under  existing  or  approved  lines of  credit or to fund  out-of-pocket  costs
incurred  in  connection  with  the  transactions  contemplated  by  the  Merger
Agreement,  (ii)  assume,  guarantee,  endorse  or  otherwise  become  liable or
responsible  for the  obligations  of any other  person  except  majority  owned
subsidiaries of DPLC in the ordinary course of business or (iii) make any loans,
advances or capital  contributions,  or  investments  in, any other person other
than a majority-owned  subsidiary;  (h) amend the 1996 DPLC  Shareholder  Rights
Plan ("Rights  Plan") or redeem any of the rights granted under the Rights Plan,
or (i) take any  action  that it is  prohibited  from  taking  under the  Merger
Agreement  or that  would  constitute  or is  likely  to cause a  breach  of any
covenant, agreement, or representation set forth in the Merger Agreement.

Other Transactions

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

14.  STOCKHOLDERS' EQUITY

Preferred Stock

The Board of Directors  of DPLC is  authorized,  subject to certain  limitations
prescribed by law and the Monsanto Merger Agreement, 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 DPLC'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 DPLC is acquired in a
merger or other business  combination  transaction  not approved by the Board of
Directors, each holder of a right shall have the right to receive that number of
shares of common stock of the surviving  company which would have a market value
of two  times the  exercise  price of the  right.  The  Board of  Directors  has
unanimously  approved  the  Monsanto  merger and  modified  the  Rights  Plan to
deactivate it for such merger. Under the Rights Plan, 429,319 shares of Series A
Junior  Participating  Preferred Stock have been reserved.  The rights currently
are not exercisable  and will be exercisable  only if a person or group acquires
beneficial  ownership  of 15% or more of  DPLC's  outstanding  shares  of Common
Stock. The rights, which expire on August 30, 2006, are redeemable in whole, but
not in part, at DPLC's option at any time for a price of $0.01 per right. In May
1998 and July 1998,  the Rights  Plan was  amended to  facilitate  the  Monsanto
merger.

DLPC  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 DPLC,  and no more,  when
and as  declared  by the Board of  Directors.  In the event of any  liquidation,
dissolution or winding up of DPLC, 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 DLPC,  $10.452 per share of Series M Preferred  Stock.  The Series M
Preferred  Stock is convertible  beginning  upon the seventh  anniversary of the
date on which the Series M Preferred Stock was issued or the occurrence of other
specified events, whichever occurs first.

Stock Option Plans

The 1993 Stock Option Plan authorized options to purchase up to 2,560,000 shares
(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 (the "LTIP") allows for the awarding of stock
options,  stock  appreciation  rights,  restricted  shares of  Common  Stock and
performance  units to officers,  key  employees and  directors.  Under the LTIP,
2,560,000  shares (after effect of stock splits through November 1997) of Common
Stock of DPLC were  available  for grant.  Shares  subject to options and awards
which expire unexercised are available for new option grants and awards.  Future
members of the Board of Directors receive automatic grants of 62,222 shares upon
being named to the Board. On February 27, 1997,  stockholders  amended this plan
to provide  additional  annual  grants of 2,666 shares for each of the next five
years  (1997 - 2001) to present  directors  of the  Company.  Such  options  are
exercisable  ratably over five years  commencing after one year from the date of
grant.

<TABLE>
<CAPTION>

Stock Options                                                Number of Shares                   Price Range
-------------                                                ----------------                   -----------
<S>                                                              <C>                      <C>          <C>
Outstanding at August 31, 1996                                   2,277,243                $ 4.67     - $ 15.70
Granted                                                          1,412,217               $ 15.61     - $ 28.90
Exercised                                                        (160,548)                $ 4.67     - $ 15.70
Lapsed or canceled                                                (72,533)                $ 4.67     - $ 22.36
                                                                  -------                 ------       -------
Outstanding at August 31, 1997                                   3,456,379                $ 4.67     - $ 28.90
Granted                                                            722,994               $ 26.82     - $ 49.31
Exercised                                                        (745,749)                $ 4.67     - $ 22.85
Lapsed or canceled                                               (113,157)                $ 4.67     - $ 28.90
                                                                 --------                 ------       -------
Outstanding at August 31, 1998                                   3,320,467                $ 4.67     - $ 49.31
Granted                                                             70,996               $ 32.80     - $ 37.80
Exercised                                                        (194,948)                $ 4.67     - $ 26.82
Lapsed or canceled                                                (53,558)               $ 10.69     - $ 41.97
                                                                  -------                -------       -------
Outstanding at August 31, 1999                                   3,142,957                $ 4.67     - $ 49.31
                                                                 =========                ======       =======
</TABLE>



D&PL adopted SFAS No. 123,  "Accounting  for  Stock-Based  Compensation",  which
requires companies to estimate the fair value of stock options on date of grant.
This  pronouncement  requires D&PL to record the  estimated  fair value of stock
options issued as compensation expense in its income statements over the related
service periods or, alternatively, continue to apply accounting methodologies as
prescribed by Accounting  Principles  Board ("APB") Opinion No. 25,  "Accounting
for Stock  Issued to  Employees,"  and  disclose  the pro forma  effects  of the
estimated  fair value of stock options issued in the  accompanying  footnotes to
its  financial  statements.  In adopting  this  pronouncement,  D&PL  elected to
continue to follow the accounting methodologies as prescribed by APB Opinion No.
25. The  determination  of fair value is only required for stock options  issued
beginning in fiscal 1996. The weighted average fair values of options granted in
fiscal  1997,  1998  and  1999  were  $11.08,   $15.91  and  $19.24  per  share,
respectively.



<PAGE>


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

<TABLE>
<CAPTION>

                                                                                 August 31,
             (Dollars in thousands, except per share data)              1997             1998           1999
             ---------------------------------------------              ----             ----           ----
             <S>                                                      <C>              <C>            <C>
             Net income, as reported                                  $6,850           $1,783         $7,477
             Pro forma net income (loss)                              $4,792          ($1,303)        $3,942
             Basic earnings per share, as reported                     $0.18            $0.05          $0.19
             Pro forma basic earnings (loss) per share                 $0.13           ($0.03)         $0.10
             Diluted earnings (loss) per share, as reported            $0.17            $0.04          $0.19
             Pro forma diluted earnings (loss) per share               $0.12           ($0.03)         $0.10
</TABLE>


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

                                                  1997                      1998                    1999
                                                  ----                      ----                --------
<S>                                                 <C>                       <C>                     <C>
Expected dividend yield                             3%                        3%                      3%
Expected option lives                          5 years                   5 years                 5 years
Expected volatility                     47.0% to 48.7%            48.7% to 54.4%                  64.41%
Risk-free interest rates                 6.15% to 6.9%            5.34% to 5.89%                   6.29%
</TABLE>

The following table summarizes certain  information about stock options granted,
exercised and forfeited for the three year period ended August 31, 1999:

<TABLE>
<CAPTION>

                        Options Granted net           Weighted Average
                         of Exercises and         Remaining Contractual Life       Weighted Average
Exercise Price Range        Forfeitures                   in Years                  Exercise Price
--------------------        -----------                   --------                  --------------
<S>                           <C>                            <C>                          <C>

$15.61 - $18.98               220,953                        7.35                         $ 16.82
$21.21 - $28.90             1,469,240                        7.58                         $ 24.30
$32.80 - $49.31               158,992                        8.73                         $ 43.09
</TABLE>


Common Stock

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

Treasury Stock

In April 1997, the Board of Directors  authorized a stock  repurchase plan of up
to 10% of DPLC's outstanding common stock. At August 31, 1997 and 1998, DPLC had
purchased  114,266 shares with an aggregate  purchase  price of  $2,173,000.  In
connection with the Monsanto merger, the Board of Directors formally  terminated
this plan in May 1998.

<PAGE>

Earnings Per Share
<TABLE>
<CAPTION>

The table below reconciles basic and diluted earnings per share at August 31:
Basic:                                                      1997                  1998                1999
------                                                      ----                  ----                ----
 <S>                                                   <C>                   <C>                  <C>
 Net income                                           $    6,913            $    1,879           $   7,573
 Preferred stock dividends                                   (63)                  (96)                (96)
                                                             ---                   ---                 ---
 Net income applicable to common  stockholders        $    6,850            $    1,783           $   7,477
                                                      ==========            ==========           =========
 Weighted average shares outstanding                      37,579                38,011              38,438
                                                          ======                ======              ======
  Basic earnings per share                            $     0.18            $     0.05           $    0.19
                                                      ==========            ==========           =========
Diluted:
Net income applicable to common stockholders          $    6,850            $    1,783           $   7,477

  Preferred stock dividends                                   63                    96                  96
                                                              --                    --                  --
Net income                                            $    6,913            $    1,879           $   7,573
                                                      ==========            ==========           =========
  Weighted shares outstanding                             37,579                38,011              38,438
  Common stock equivalents                                 1,484                 1,762               1,469
  Weighted average common stock issuable
     upon conversion of Preferred stock                    1,066                 1,066               1,066
                                                           -----                 -----               -----
  Diluted shares outstanding                              40,129                40,839              40,973
                                                          ======                ======              ======
  Diluted earnings per share                          $     0.17            $     0.05           $    0.18
                                                      ==========            ==========           =========
</TABLE>

15.   UNAUDITED QUARTERLY FINANCIAL DATA

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






<PAGE>


Summarized unaudited quarterly financial data is as follows:
<TABLE>
<CAPTION>

                                                                                      (In thousands, except per share data)



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

         <S>                                                        <C>             <C>             <C>            <C>
         Net sales and licensing fees(2)                            $ 6,317         $ 66,425      $ 116,425        $ (5,918)
         Gross profit(3)                                              1,188           25,325         42,721         (13,774)
         Net income (loss) applicable to
              common shares(3)                                       (4,381)           9,299         20,544         (18,612)
         Net income (loss) per share-basic(1 )(3)                     (0.12)            0.24           0.53           (0.50)
         Weighted average number of shares  used
            in quarterly per share calculations -basic               37,573           38,949         38,815          37,573
         Net income (loss) per share-diluted(1)(3)                    (0.12)            0.23           0.51           (0.50)
         Weighted average number of shares used
              in quarterly per share calculations-diluted            37,573           40,094         40,255          37,573
---------------------------------------------------------------------------------------------------------------------------
           Fiscal 1998: Three months ended
                                                                November 30      February 28         May 31       August 31
---------------------------------------------------------------------------------------------------------------------------
         Net sales and licensing fees(2)                            $ 5,340          $77,245       $126,029        $(16,275)
         Gross profit(4)                                              2,067           27,147         40,018         (15,666)
         Net income (loss) applicable to
              common shares(4)                                       (4,665)           9,757         13,941         (17,250)
         Net income (loss) per share-basic(1)(4)                      (0.12)            0.26           0.36           (0.45)
         Weighted average number of shares  used
            in quarterly per share calculations -basic               37,721           37,858         38,133          38,367
         Net income (loss) per share- diluted(1)(4)                   (0.12)            0.24           0.34           (0.45)
         Weighted average number of shares used
              in quarterly per share calculations- diluted           37,721           40,663         41,594          38,367
---------------------------------------------------------------------------------------------------------------------------
              Fiscal 1999: Three months ended
                                                                November 30      February 28         May 31       August 31
------------------------------------------------------------------------------------------------------------------------------

         Net sales and licensing fees                                 7,195          $72,800      $ 158,591        $ 21,879
         Gross profit(5)                                              2,248           23,116         51,378          (1,591)
         Net income (loss) applicable to
             common shares(5)                                        (6,463)           2,382         20,724          (9,166)
         Net income (loss) per share-basic(1)(5)                      (0.17)            0.06           0.54           (0.24)
         Weighted average number of shares  used
            in quarterly per share calculations -basic               38,380           38,422         38,454          38,513
         Net income (loss) per share- diluted(1)(5)                   (0.17)            0.06           0.51           (0.24)
         Weighted average number of shares used
              in quarterly per share calculations- diluted           38,380           41,085         41,017          38,513
</TABLE>

          (1)Thesum of the quarterly net income (loss) per share amounts may not
          equal the annual amount  reported since per share amounts are computed
          independently for each quarter,  whereas annual earnings per share are
          based on the annual weighted average shares deemed  outstanding during
          the year.

          (2)Seed  returns  were higher in the fourth  quarter than the level of
          returns  anticipated at the end of the third quarter.  A change in the
          accounting  estimate  for these  returns  was  recorded  in the fourth
          quarter.  The new provision for returns was greater than the amount of
          sales recorded in the fourth  quarter,  and as a result,  reported net
          sales in the fourth  quarter  were  negative.

          (3)The fourth quarter includes the effect of recording a $19.0 million
          special charge of which $11.5 million is recorded as Cost of Sales and
          $7.5  million  is  recorded  in  operating  expenses  related  to  the
          production  and  cost  optimization  program.

          (4)The fourth quarter includes the effect of recording a $17.5 million
          special charge in cost of sales  associated with inventory write -offs
          and recalled  inventory and $5.1 million in operating  expense for the
          effects of the evaluation of various  strategic  alternatives  and the
          Monsanto  merger.

          (5) The  fourth  quarter  includes  the  effect of  recording  special
          charges of $20.3 million of which $15.2 million is recorded as cost of
          sales and is associated with inventory write-offs due to product phase
          outs and reserves  established for excess  inventory,  $3.1 million in
          operating  expenses  related  to the  merger  and  approximately  $2.0
          million in other income associated with loss on sale of fixed assets.

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

Not applicable.


<PAGE>


                                    PART III

ITEM 10.        DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

OFFICERS OF THE COMPANY
<TABLE>
<CAPTION>

                                                             Offices Held with Company;
Name (Age) (1)                      Position                 Principal Occupation for Past Five Years
--------------               ----------------------  --------------------------------------------------------
<S>                          <C>                     <C>
Roger D. Malkin              Chairman and Chief      Mr.  Malkin  has  served  as  Chairman  and  Chief
(68)                         Executive Officer       Executive Officer  of  D&PL  since  1978.  Also, he
                                                     served as Chairman of Southwide,  Inc.("Southwide"),
                                                     a Delaware corporation, and the former parent of D&PL, from 1971 through its
                                                     liquidation in 1993.

Steven M. Hawkins            President and Chief     Mr. Hawkins has served as President and Chief
(49)                         Operating Officer       Operating  Officer since December  1998.  Before that time, he served
                                                     as Executive Vice  President of D&PL from May 1998 until  December  1998.
                                                     From  September 1996 until May 1998,  he served as Director of  Marketing
                                                     and Vice  President of Sales and  Marketing  for  Deltapine  Seed.
                                                     Prior to joining D&PL, he worked for Asgrow Seed Company from October 1976
                                                     until  September  1996.  His last  assignment  with Asgrow was as Director
                                                     of Marketing,  Logistics  and New  Business.  Prior to that
                                                     he held various marketing, sales and operation positions with the Company.

Charles R. Dismuke, Jr.      Senior Vice President-  Mr. Dismuke has served as Senior Vice
(44)                         Operations, Quality     President of Operations, Quality Assurance and
                             Assurance and           Information Systems since August 1999.  From
                             Information Systems     January 1997 until August 1999, he served as Senior Vice
                                                     President and as President of DeltaPine Seed Division.  From October 1989
                                                     until January  1997, he served as Vice President - Operations.  Mr.
                                                     Dismuke was a General Manager of one of the Company's subsidiaries, Greenfiled
                                                     Seed Company, from 1982 until 1989.  Mr. Dismuke has been
                                                     employed by D&PL or one of its subsidiaries since June 1977.


Thomas O. Luehder            Senior Vice President - Mr. Luehder has served as Senior Vice President
(58)                         International           of International Division since February 1998.  From April 1997 until February
                                                     1998 he  was Senior Vice President in the International Division.  He joined
                                                     D&PL in May 1994 and was the Chief Representative  of D&PL China Pte.  Ltd.
                                                     Prior to joining D&PL, he served as President of Jacques
                                                     Seed Company, Prescott, Wisconsin.


Harry B. Collins             Vice President -        Dr. Collins has served as Vice President-Technology
(58)                         Technology Transfer     since  April, 1998.  Prior to that, Dr. Collins served as the Transfer
                                                     Company's Vice President - Research from 1995 to April 1998.


Earl E. Dykes                Vice President -        Mr. Dykes has served as Vice President - Operations
(46)                         Operations              since February 1997 until present. Prior to that time,
                                                     Mr. Dykes served as the General Manager - Arizona Processing, Inc.
                                                     (which was acquired by the Company in May 1996 as the result of the Sure
                                                     Grow merger).  Mr. Dykes was a shareholder of Arizona Processing, Inc. at the
                                                     time of acquisition.

W.A. Ellis, III              Vice President-         Mr. Ellis has served as Vice President-Sales
(46)                         Sales and Marketing     and  Marketing  since August 1999.  From January 1997 until August 1999, he
                                                     served as Senior Vice  President  and as President - SureGrow  Seed  Division.
                                                     From 1990 until 1996 he served as President - Ellis Brothers   Seed,   Inc.
                                                     and  Sure  Grow Seed,  Inc (which  were  acquired  by the Company in May 1996
                                                     as the result of the Sure  Grow  merger).  Before  that  time Mr.  Ellis  was
                                                     Vice  President  of Ellis Brothers Seed, Inc.

William V. Hugie             Vice President-         Dr. Hugie has served as Vice President - New
(40)                         New  Technologies       Research since September 1996. From August 1994
                             Research                until  September  1996,  he served as a  Project  Leader of the  Transgenic
                                                     Cotton  Breeding  Program,  and from  December  1988 until August 1994,  he
                                                     served  as a Project  Leader  of the  Sorghum  Breeding  Program.  Prior to
                                                     joining the Company, Dr. Hugie was employed by Funk Seed International from
                                                     1986 to 1988.

<PAGE>

W. Thomas Jagodinski         Vice President -        Mr. Jagodinski has served as Vice President -
(43)                         Finance and             Finance and Treasurer since February 1993, and Treasurer and
                             Treasurer and           Chief Financial Officer from May 1992 to February 1993.  From October  1991 to
                             Assistant Secretary     May 1992, Mr. Jagodinski served as Director of Corporate Accounting,  Financial
                                                     Reporting and Income Taxes.  Prior to joining the Company, Mr.
                                                     Jagodinski was employed by Arthur Andersen LLP in various capacities since 1983

Thomas A. Kerby              Vice President -        Dr. Kerby has served as Vice President-Technical
(55)                         Technical Services      Services  since  September  1994,  and  Director-Technical  Services from
                                                     November 1993,  when he joined D&PL,  until 1994.  Prior to joining the
                                                     Company,  Dr. Kerby served the cotton  industry of  California  and the
                                                     University  of  California as Extension Cotton Agronomist from 1981 through
                                                     October 1993.

Donald L. Kimmel             Vice President -        Mr. Kimmel has served as Vice President-Marketing
(61)                         Marketing               of  D&PL since 1986, and from 1985 to 1986, as its Marketing Manager.


Charles V. Michell           Vice President -        Mr. Michell has served as Vice President -
(37)                         Information Systems     Information Systems since October 1998, until
                                                     present and prior to that time, as Corporate Director - Information Systems and
                                                     Telecommunications, since March 1995.  He joined the company in 1987 as Manager
                                                     of Information Systems.  Prior to joining the Company, Mr. Michell was Manager
                                                     of Computer Operations at St. Dominic Jackson Memorial Hospital and he was
                                                     self-employed as an Information Technology Consultant in the hospital,
                                                     banking and custom welding industries.

Alan L. Rubida               Vice President -        Mr. Rubida has served as Vice President  -  Quality
(38)                         Quality Assurance       Assurance since October 1998.  Mr. Rubida joined D&PL in 1994 and served as the
                                                     Company's Western Cottonseed Production Manager until his promotion in 1998.
                                                     Prior to joining D&PL, Mr. Rubida served as manager of the Cottonseed
                                                     Production Department for the Supima Association of America.


Ann J.  Shackelford          Vice President-         Ms. Shackelford has served as Vice President -
(41)                         Corporate Services      Corporate Services since September 1997 and, until that time,  as Director -
                                                     New Business  Product  Development  since January 1997.   From  October  1994
                                                     until  December  1996,  she  served  as  Legal Coordinator. Prior to joining
                                                     the Company, Ms. Shackelford was involved in private business.

James H. Willeke             Vice President-         Mr. Willeke has served as Vice President-Sales and
(55)                         Sales and Marketing     Marketing since August 1999. From January 1997 until August  1999,  he  served
                                                     as  Senior  Vice  President  and as  President  - Paymaster Division. From 1987
                                                     until 1996, he served as President-Hartz Seed in Stuttgart,  Arkansas,  a
                                                     subsidiary  of Monsanto.  From 1982 to 1987, he directed  Lynks in
                                                     Marshalltown,  IA, a subsidiary  of Mycogen  Seeds,  as General Manager.

Jerome C. Hafter             Secretary               Mr. Hafter has served as Secretary of D&PL since
(54)                                                 July 1993, and he served as Assistant Secretary from April 1990 until July
                                                     1993.  Since 1976, Mr. Hafter has  been a  partner  in Lake  Tindall
                                                     LLP, D&PL's general counsel; and he has performed legal services for D&PL since
                                                     1983.
---------------------
</TABLE>
(1)      As of August 31, 1999





<PAGE>


DIRECTORS OF THE COMPANY
<TABLE>
<CAPTION>

                                      Offices Held with Company;
             Name(1)                  Principal Occupation
(Year First Elected a Director)       for Past Five Years
-------------------------------       -------------------
<S>                                   <C>

Roger D. Malkin (1978)                (See the description of Mr. Malkin's offices with the Company and principal  occupation on
                                      Page 60 , under "Officers of the Company".)

Nam-Hai Chua (1993)                   Dr. Chua has acted as a  consultant  to D&PL since  April  1991.  Dr. Chua is the Andrew W.
                                      Mellon  Professor  and  Head of the  Plant  Molecular  Biology  Laboratory  of  Rockefeller
                                      University,  New  York,  New  York,  and has been  with the  University  for over 20 years.
                                      Also,  he is member of the Board of  Directors  of  BioInnovations  of  America,  an entity
                                      owned by the  Government  of  Singapore,  which  invests  in  United  States  biotechnology
                                      companies.  Dr.  Chua  was  also a  member  of the  Board  of  Directors  of DNAP  Holdings
                                      (formerly  DNA Plant  Technology  Corporation),  whose  stock  trades  on  NASDAQ  until he
                                      resigned in 1998.  In  addition,  Dr. Chua serves as the Chairman of the  Management  Board
                                      of Directors of the Institute of Molecular  Agrobiology  ("IMA") and as the Chairman of the
                                      Board of  IMAGEN  Holdings  Pte.  Ltd,  an  affiliate  of IMA.  Dr.  Chua  also  acted as a
                                      scientific  consultant to Monsanto  Company for matters  relating to plant biology  through
                                      1995.  Dr. Chua is 55 years of age.

Jon E.M. Jacoby (1992)                Mr. Jacoby has been employed by Stephens,  Inc. and Stephens  Group,  Inc.,  companies that
                                      engage in  investment  banking  activities  since 1963,  and is  presently  a director  and
                                      officer  for  each  of  these  companies.  Stephens  Inc.  and  Stephens  Group,  Inc.  are
                                      stockholders  of D&PL.  Mr.  Jacoby is a director  of Beverly  Enterprises,  Inc.,  Medicus
                                      Systems Corp. and Power-One,  Inc. He was a director of American  Classic Voyages Co. until
                                      he resigned on June 30, 1997.  Mr. Jacoby is 61 years of age.

Joseph M. Murphy (1992)               Since 1987 and  February  1993,  respectively,  Mr.  Murphy has been the  Chairman of Value
                                      Investors,  Inc.,  a  closely-held  real estate  investment  company,  and the  Chairman of
                                      Country Bank, White Plains, New York.   Mr. Murphy is 64 years of age.

Stanley P. Roth (1988)                Mr. Roth controls and is the Chairman of NACC, a private  merchant  banking  firm,  and has
                                      been its  President  since  1976.  Since  1988,  Mr.  Roth has  served as the  Chairman  of
                                      Royal-Pioneer  Industries,  Inc.,  and a director  of Hollis  Corporation.  Mr. Roth became
                                      the  Vice  Chairman  of  CPG  International,   Inc.  in  1990,  and  the  Chairman  of  GPC
                                      International, Inc., its successor corporation, in 1994.  Mr. Roth is 62 years of age.

Rudi E. Scheidt (1993)                Since  1990,  Mr.  Scheidt  has been a private  investor.  From 1973 to 1989,  he served as
                                      President of Hohenberg Bros. Co., a worldwide  cotton  merchant,  headquartered in Memphis,
                                      Tennessee,  and as its  Chairman  during  1990.  Mr.  Scheidt  is a  Director  Emeritus  of
                                      National  Commerce  Bancorporation,  a bank  holding  company,  headquartered  in  Memphis,
                                      Tennessee.  Mr. Scheidt is 74 years of age.
---------------------
</TABLE>
(1)      As of August 31, 1999

<PAGE>


SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based  solely on  review  of the  copies of  reporting  forms  furnished  to the
Company,  or written  representations  that no forms were required,  the Company
believes that during 1999,  all required  events of its officers,  directors and
10%  stockholders  to the Securities and Exchange  Commission of their ownership
and changes in ownership of Shares (as required pursuant to Section 16(a) of the
Securities  Exchange  Act of 1934) have been filed,  except  that the  following
individuals  filed the  following  number of late  reports  with  respect to the
following  number of transactions:  One Form 4 each for Mssrs.  Hugie and Kimmel
relating to an option  exercise,  one for Mr. Ellis relating to stock gifts, and
one each for Mssrs. Malkin, Chua, Jacoby,  Murphy, Roth, and Scheidt relating to
stock option grants.



<PAGE>


ITEM 11. EXECUTIVE COMPENSATION

                             EXECUTIVE COMPENSATION

Annual Compensation

The following table sets forth certain information  regarding  compensation paid
to, or accrued for, the Company's Chief Executive Officer and the Company's four
other most  highly-compensated  executive officers (the "Named Officers") during
the year ended August 31:

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>

                                                                        Long-Term
Name and                                                             Compensation                All Other
Principal Position                    Annual Compensation                 Awards                Compensation
------------------                    -------------------                 ------                ------------
                                                                       Securities
                                                                       Underlying
                              Year    Salary($)      Bonus($)          Options  (1)
                              ----    ---------      --------      ----------------------
<S>                           <C>       <C>        <C>                     <C>                 <C>
Roger D. Malkin               1999      290,000    487,228(5)              2,666(2)            $ 30,000(4)
  Chief Executive Officer     1998      290,000            -               2,666(2)              35,000(4)
  and Chairman of the         1997      290,000      220,000              62,222(3)              29,000(4)
  Board

Steven M. Hawkins             1999      218,000      150,000                     -                      -
  President and COO           1998      163,000            -               130,000                      -
                              1997      140,000       40,000                53,000                      -

W. Thomas Jagodinski          1999      162,500       75,000                     -                      -
   Vice President - Finance   1998      150,000            -                     -                      -
  and Treasurer               1997      140,000       75,000                79,999                      -

Thomas O. Luehder             1999      165,000       51,000                     -                      -
  Senior Vice President       1998      150,000       25,000                30,000                      -
                              1997      150,000       22,500                 8,889                      -

Charles R. Dismuke, Jr.       1999      170,000       45,000                     -                      -
  Senior Vice President       1998      165,000            -                     -                      -
                              1997      160,000       50,000                24,889                      -
</TABLE>

(1)  All stock options  reflected on a post-split basis.

(2)  Include  options for 2,666 shares  granted by formula to Mr.  Malkin in his
     capacity as a director of the Company,  concurrently  with identical grants
     to all directors of the Company.

(3)  Includes  options for 8,889 shares granted to Mr. Malkin in his capacity as
     a  director  of the  Company,  concurrently  with  identical  grants to all
     directors of the Company. (4) Director's and attendance fees for serving as
     a director of the  Company.  (5) Consists of cash bonus of $250,000 and the
     transfer by the Company to Mr.  Malkin of certain real property with a fair
     market value of $237,000.


Option Grants in Last Fiscal Year

The  only  options   exercisable  into  securities  of  the  Company  are  those
outstanding  under the 1993 Stock  Option Plan  adopted in April 1993 (the "1993
Plan") and the 1995  Long-term  Incentive  Plan (the "LTIP").  The 1993 Plan was
fully exhausted in 1996. The Company granted options for 70,996 Shares under the
LTIP in 1999. All options granted under both plans vest 20% per annum commencing
on the first day of the second and each succeeding year following each grant and
expire ten years from the date of grant. Pursuant to the terms of both plans all
options  granted  and  approved  for grant  before May 8, 1998,  the date of the
Monsanto  merger  agreement,  and  outstanding  at the merger  closing date will
become  fully  vested  due to the  acceleration  thereof  because of a change in
control.

<PAGE>

The following  table sets forth  certain  information  concerning  stock options
granted during 1999:

                          OPTION GRANTS IN FISCAL 1999



<TABLE>
<CAPTION>

                                   Individual Grants
                                   -------------------------------------------------------------------
                                      Percentage of                                         Potential Realized Value at
                       Number of      Total Options                                         Assumed Annual Rates of Stock
                       Securities     Granted to                                            Price Appreciation
                       Underlying     Employees in        Exercise          Expiration      for Option Term (1)
Name(2)                Options        Fiscal Year         Price              Date             0%             5%            10%
-------                -------        -----------         -----              ----             --             --            ---
<S>                     <C>             <C>               <C>               <C>              <C>            <C>         <C>
Roger D. Malkin         2,666           3.76%             32.80             2/25/09           -            55,000      139,000
-----------------------------
</TABLE>

(1)  The dollar amount under these columns are the result of  calculations at 5%
     and 10% rates  arbitrarily  set by the Securities and Exchange  Commission,
     and therefore,  are not intended to forecast possible future  appreciation,
     if any,  of the  Company's  stock  price.  Any actual  gain on  exercise of
     options is dependent on the future performance of the Company's stock.

(2)  No other Named Officers were granted options in 1999.

Options Exercised in Last Fiscal Year

The  following  table sets forth  certain  information  concerning  stock option
exercises  during 1999 and  unexercised  options  held as of August 31, 1999 for
each of the Named Officers:

                 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                       AND FISCAL YEAR -END OPTION VALUES
<TABLE>
<CAPTION>

                                                       Number of Securities Underlying              Value of Unexercised
                                                            Unexercised Options                        In-The-Money
                        Shares         Gain                       FY-End                            Options FY-End  (1)
                        Acquired on    Realized on     #                #                   $                  $
                        Exercise       Exercise        Exercisable      Unexercisable   Exercisable     Unexercisable
                        --------       --------        -----------      -------------   -----------     -------------
<S>                         <C>           <C>              <C>                 <C>        <C>                 <C>
Roger D. Malkin(2)(3)        -             -               130,310             42,132     2,843,982           228,359
Steven M. Hawkins(3)         -             -                47,333            136,000       288,893           493,040
W. Thomas Jagodinski         -             -                56,534             55,111       722,494           229,593
Thomas O. Luehder(3)         -             -                30,889             29,333       519,344            31,747
Charles R. Dismuke,Jr.       -             -                73,956             22,045     1,508,167           214,207
------------------
</TABLE>
(1)  Based on $28.3125 per share, the August 31, 1999 closing value as quoted by
     the New York Stock Exchange.

(2)  According to the terms of Mr. Malkin's options, all of his options would be
     fully  exercisable upon his retirement  because he is over 65 years of age.

(3)  Computation  excludes  5,332 shares for Mr.  Malkin,  50,000 shares for Mr.
     Hawkins, and 30,000 shares for Mr. Luehder, that are "out-of-the-money."


Employment Contracts and Change-In-Control Arrangements

Mr.  Jagodinski  is  employed  pursuant  to an  employment  agreement  effective
September 1, 1997 which  provided for an annual base salary of $150,000  subject
to upward adjustment plus bonus, the amount of which is determined in accordance
with the bonus  program  described  herein,  plus  insurance  and  other  fringe
benefits.  The agreement is automatically extended each day so that at any given
date, the time  remaining  under the contract will be for an additional two year
period.  The  contract  may be  terminated,  except  as a result  of a change in
control or in  anticipation  of a change in control,  upon three months  written
notice.  The  employment  agreement  includes  provisions  pursuant to which Mr.
Jagodinski  will receive,  in the event of the termination of his employment due
to a change in control or in anticipation of a change in control, an amount that
in effect is equal to two times his highest  salary and bonus paid during any of
the previous  five  calendar  years;  plus a  continuation  for 24 months of his
insurance and fringe benefits. Mr. Jagodinski's agreement provides him the right
to surrender his stock options to the Company and receive cash in lieu of stock,
plus provides for certain tax  protection  payments on a portion of amounts paid
to him under this plan. In addition,  Mr.  Jagodinski  was granted an option for
53,333 shares of common stock at $28.04 per share excercisable ratably or upon a
change in control. Pursuant to the terms of this agreement, Mr. Jagodinski shall
not compete with the Company for one year upon his termination in the event of a
change in control.

                         COMPENSATION PURSUANT TO PLANS

Pension Plan

The Company  maintains a  noncontributory  defined  benefit  plan (the  "Pension
Plan") that covers  substantially all full-time  employees,  including the Named
Officers. All employees of the Company and its domestic  subsidiaries,  who have
both attained age 21 and completed one year of eligibility service, are eligible
to  participate  in the  Pension  Plan.  The  Pension  Plan  provides  a  normal
retirement  benefit (if  employment  terminates on or after age 65) equal to the
sum of: (i) 22.75% of the average compensation (the average of the participant's
five highest  consecutive  calendar  years of earnings,  including  overtime but
excluding bonuses) reduced by 1/25th for each year of credited service less than
25 at normal retirement;  and (ii) 22.75% of average compensation  exceeding the
greater of one-half of average social security covered compensation and $10,000,
reduced  by 1/35th  for each  year of  credited  service  less than 35 at normal
retirement.

The  following  table  shows the  estimated  benefits  payable  in the form of a
single-life annuity upon retirement in specified average  compensation and years
of credited service classifications:
<TABLE>
<CAPTION>

                                              PENSION PLAN TABLE

                                                       Years of Credited Service
                                                       -------------------------
Compensation              15                  20                   25                  30                   35
------------              --                  --                   --                  --                   --
  <S>               <C>                <C>                   <C>                <C>                   <C>
  $   25,000       $   4,238           $   5,651            $   7,064           $   7,339            $   7,614
      50,000          10,088              13,451               16,841              17,902               18,989
      75,000          15,938              21,251               26,564              28,464               30,364
     100,000          21,788              29,051               36,341              39,027               41,739
     150,000          33,488              44,651               55,841              60,152               64,489
     200,000          34,424              45,899               57,374              61,842               66,309
     250,000          34,424              45,899               57,374              61,842               66,309
     300,000          34,424              45,899               57,374              61,842               66,309
     400,000          34,424              45,899               57,374              61,842               66,309
</TABLE>

The above  estimated  annual  benefits  were  calculated  by the actuary for the
Pension Plan.  Benefit amounts shown are the annual pension  benefits payable in
the form of a single-life  annuity for an individual  attaining the age of 65 in
1999. In addition, such amounts reflect the 1999 maximum compensation limitation
under the Internal Revenue Code of 1986, as amended,  and are not subject to any
deduction for social security or other amounts.

The estimated years of credited  service and eligible  average  compensation for
each of the Named  Officers as of January 1, 1999,  the most recent Pension Plan
valuation date, are as follows:

                                                Years of            Average Plan
Name                                        Credited Service        Compensation
----                                        ----------------        ------------
Roger D. Malkin.................................    29                  $154,000
Steven M. Hawkins...............................     1                   153,750
W. Thomas  Jagodinski...........................     7                   128,282
Thomas O. Luehder...............................     5                   152,500
Charles R. Dismuke..............................    22                   140,643



<PAGE>


Supplemental Executive Retirement Plan

The Company adopted a Supplemental  Executive  Retirement  Plan ("SERP"),  which
became  effective  January 1, 1992,  and covers  certain  management  personnel,
including  certain of the Named  Officers.  The SERP  provides  for  payments to
participants in the form of a single-life  annuity,  or as otherwise provided by
the SERP commencing at age 65 or the  participant's  postponed  retirement date.
The following table sets forth the scheduled  estimated annual benefits expected
to be  paid  pursuant  to the  SERP to the  Named  Officers  who  are  currently
participants:

     Name(1)                                   Annual Cash Benefit

      Roger D. Malkin.............................      $12,000

(1)  Estimated  annual benefits in the amount of $29,000 are also expected to be
     paid pursuant to the SERP to F. Murray  Robinson,  a former  officer of the
     Company who retired April 15, 1999.

The SERP also provides that on the death of an active employee, the Company will
pay a death benefit to the participant's surviving spouse equal to the actuarial
equivalent  of the  participant's  accrued  benefit,  which  is  based  upon the
participant's  years of service  with the  Company  and the years of service the
participant  would  have  had at age  65,  if  employment  had  continued.  If a
participant's  employment  with the  Company is  terminated  prior to age 65 for
reasons other than death, then the participant shall be paid a vested percentage
of his accrued  benefit  equal to the  participant's  annual cash benefit  above
multiplied by a fraction  (not greater than one),  the numerator of which is the
participant's  years of service as of the date of  termination of employment and
the denominator of which is the  participant's  projected years of service as of
age 65, if employment had not terminated.

Each participant's vested percentage in the SERP is determined as follows:

     Number of Years of Service                      Vested Percentage

     1 but less than 2....................................   20%
     2 but less than 3....................................   40%
     3 but less than 4....................................   60%
     4 but less than 5....................................   80%
     5 or more............................................  100%


Under the terms of the SERP, the Company may discontinue  additional eligibility
and planned  payments  under the SERP at any time.  The  officer  noted above is
fully vested in the SERP.

Defined Contribution Plan

Effective  April 1, 1994, the Company  established a defined  contribution  plan
pursuant to Internal Revenue Code Section 401(k) (the "401(k) Plan"). The 401(k)
Plan covers  substantially all full-time  employees.  Eligible  employees of the
Company  and its  domestic  subsidiaries,  who  have  both  attained  age 21 and
completed one year of service, may participate in the 401(k) Plan. A participant
may elect to contribute up to 18% of their eligible earnings to the 401(k) Plan.
The 401(k) Plan allows the Company to match a maximum of six percent of eligible
employee  contributions.  As of August 31, 1999,  the Company has elected not to
match such contributions.

Incentive Plans

The Company  maintains two  incentive  plans that  compensate  key employees and
directors  through the grant of options to buy shares of Common  Stock.  In July
1993, the Company  adopted the 1993 Stock Option Plan (the "1993 Plan") of which
the  Compensation  Committee of the Board of Directors  have granted the maximum
number of shares permitted (2,560,000). On October 17, 1995, the Company's Board
of Directors  adopted the 1995  Long-term  Incentive Plan (the "LTIP") which the
shareholders  ratified at the 1996  Annual  Meeting.  Pursuant to the LTIP,  the
Board  of  Directors  may  award  stock  options,   stock  appreciation  rights,
restricted  shares  of Common  Stock  and  performance  units to  officers,  key
employees and directors. Under the LTIP, 2,560,000 common shares were authorized
for grant.
As of August 31, 1999,  options for 2,423,984 shares have been granted under the
LTIP.

Under both plans, all options for stock granted vest 20% per annum commencing on
the first day of the second and each  succeeding  year  following each grant and
expire ten years from the date of grant.  Shares  subject to options  and awards
under the LTIP which expire  unexercised are available for new option grants and
awards.  The  number of  shares  available  for  grant  under the 1993 Plan upon
forfeitures of options  outstanding  thereunder  will be reduced to zero and the
granting of options thereunder has ceased.

Director's Compensation

Each Director receives an annual fee of $25,000 and participation fees of $1,000
for each meeting the Board of Directors  attended.  Directors are reimbursed for
actual  expenses  incurred  in  connection  with  attending  Board or  Committee
meetings.  In  addition,  under the 1993 Stock  Option  Plan,  as amended,  each
present  director was granted in June 1994, an option to purchase  53,333 shares
at the fair  market  price  at the  date of  grant.  Under  the  1995  Long-Term
Incentive  Plan, as amended,  the initial option granted to each new director of
the Company was increased to 62,222 shares,  and each new (and present) director
will be granted  options for an  additional  2,666  shares in each of the second
through sixth years each  director  serves as such (which began in February 1997
for present directors).

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Share Ownership by Principal Stockholders and Management

To the best  knowledge  of the  Company  based  on  information  filed  with the
Securities  and  Exchange  Commission  and  the  Company's  stock  records,  the
following table sets forth as of October 31, 1999, shares  beneficially owned by
each director, each nominee for director, certain executive officers, any person
owning more than 5% of the Shares individually and by all officers and directors
as a group.

<TABLE>
<CAPTION>
                                                             Shares Beneficially Owned
                                                             -------------------------
                                                              Amount of
                                                              Beneficial    Percentage of
Name and Address of Beneficial Owner or Management            Ownership         Class
--------------------------------------------------            ---------         -----
<S>                                                          <C>                 <C>
G Industries Corporation (1)                                 $5,632,002          14.6
John Hancock Mutual Life Insurance Company (2)                4,128,764          10.7
Stephens Group, Inc. (3)                                      2,589,137           6.7
Monsanto Company (4)(11)                                      1,777,776           4.6
Roger D. Malkin (5)(12)                                       1,165,614           3.0
Steven M. Hawkins (5)                                              --               *
Joseph M. Murphy(6)                                              78,898             *
W. Thomas Jagodinski(5)(13)                                      70,211             *
Jon E.M. Jacoby (7)                                              47,825             *
Thomas O. Luehder (5)                                             5,000             *
Rudi E. Scheidt (8)                                              22,112             *
Charles R. Dismuke, Jr. (5)                                      82,666             *
Nam-Hai Chua (9)                                                 45,505             *
Stanley P. Roth (10)                                             27,500             *
All Directors and Executive Officers as a Group              $2,286,419           5.9
   [20 persons] (14)(15)
-----------------------
</TABLE>
* Less than one percent

(1)  The mailing  address  for G  Industries,  Corp.  is: 300  Delaware  Avenue,
     Wilmington, Delaware 19801.
(2)  The  mailing  address  for  John  Hancock  Mutual  Life  Insurance  Company
     ("Hancock")  is: John  Hancock  Place,  57th Floor,  Boston,  Massachusetts
     02117.
(3)  Mr.  Jacoby,  a director  of  Stephens  Group,  Inc.,  and its  subsidiary,
     Stephens,  Inc. owns 147,825 Shares.  See Note 7 below. The mailing address
     for Stephens Group, Inc. and affiliates is: 111 Center Street, Little Rock,
     Arkansas 72201.
(4)  The mailing address for Monsanto Company is: 800 North Lindbergh Blvd., St.
     Louis, Missouri 63167.
(5)  The mailing address for Messrs. Malkin,  Hawkins,  Luehder,  Jagodinski and
     Dismuke is: One Cotton Row, Scott, Mississippi 38772.
(6)  The Shares  indicated are owned by Mr. Murphy's wife. Mr. Murphy  disclaims
     beneficial  ownership of the 78,898  Shares owned by his wife.  The mailing
     address for Mr. Murphy is: 2687 North Ocean Boulevard,  Boca Raton, Florida
     33431.
(7)  Includes: 113,637 Shares owned by Jacoby Enterprises, Inc., as to which Mr.
     Jacoby has sole power to vote and sole power of disposition;  21,713 Shares
     owned by Coral  Partners in which Mr.  Jacoby is a general  partner,  as to
     which Mr. Jacoby has shared power to vote and shared power of  disposition,
     and 12,475 Shares owned beneficially by Mr. Jacoby. Does not include Shares
     owned by Stephens Group,  Inc., or other of its  affiliates,  except Jacoby
     Enterprises,  Inc.,  and  Coral  Partners.  See Note 3 above.  The  mailing
     address for Coral Partners,  Jacoby  Enterprises,  Inc., and Mr. Jacoby is:
     111 Center Street, Little Rock, Arkansas 72201.
(8)  The mailing  address  for Mr.  Scheidt  is: 54 South  White  Station  Road,
     Memphis, Tennessee 38117.
(9)  Includes:  10,666  Shares owned by Dr.  Chua's wife and 34,839  Shares held
     jointly by Dr.  Chua's wife and  daughter.  Dr. Chua  disclaims  beneficial
     ownership  of these  Shares.  The  mailing  address  for Dr.  Chua is:  c/o
     Laboratory of Plant Molecular Biology,  Rockefeller  University,  1230 York
     Avenue, New York, New York 10021-6399.
(10) Consists  of 27,500  Shares  owned by North  American  Capital  Corporation
     ("NACC")  as to which  Mr.  Roth has sole  power to vote and sole  power of
     disposition.  The mailing  address for Mr. Roth is: 510 Broad  Hollow Road,
     Suite 206, Melville, New York 11747.
(11) Excludes  shares  obtained by conversion of Series M Convertible  Preferred
     Stock. If Monsanto  converts  pursuant to the terms of the Preferred Stock,
     it would  receive  1,066,667  Shares of Common  Stock  which would make its
     amount of beneficial ownership 2,844,443 Shares, or 7.2 percent.
(12) The  shares  indicated  include  340,371  Shares  held by a family  limited
     partnership  of which Mr.  Malkin is the  general  partner and to which Mr.
     Malkin disclaims beneficial ownership.
(13) The shares indicated include 3,555 Shares owned by Mr.  Jagodinski's  wife.
     Mr. Jagodinski  disclaims  beneficial  ownership of the shares owned by his
     wife.
(14) Includes:  78,898  Shares  owned by the wife of Joseph M.  Murphy and 3,555
     Shares owned by the wife of W. Thomas Jagodinski.
(15) As a group,  the amount  shown  excludes  vested and  unvested  options for
     538,296  Shares  pursuant  to the 1993  Delta and Pine Land  Company  Stock
     Option Plan ("1993  Plan") and options for 752,986  Shares  pursuant to the
     1995 Long-Term  Incentive Plan ("LTIP").  For each individual listed above,
     the amounts shown exclude  exercisable options granted pursuant to the 1993
     and LTIP  Plan with  respect  to the  following:  Roger D.  Malkin,  11,199
     Shares; Steve M. Hawkins, 74,000 Shares; Joseph M. Murphy, 2,311 Shares; W.
     Thomas Jagodinski,  65,422 Shares; Jon E. M. Jacoby,  57,422 Shares; Thomas
     O. Luehder,  32,666  Shares;  Rudi E. Scheidt,  57,422  Shares;  Charles R.
     Dismuke,  82,489 Shares;  Nam-Hai Chua, 57,422 Shares; and Stanley P. Roth,
     57,422 Shares.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

                              CERTAIN TRANSACTIONS

Consulting Agreement

The Company paid Nam-Hai  Chua, a member of the  Company's  Board of  Directors,
approximately  $4,000 for consulting  fees in 1998 associated with the Company's
effort to enter into joint  ventures  with parties in the  People's  Republic of
China. No such payments were made in 1999.

Dr. Chua is the Chairman of the Management Board of Directors of IMA and is also
Chairman of the Board of an  affiliate of IMA,  IMAGEN.  IMAGEN,  together  with
Singapore  Bio-Innovations  Pte.  Ltd.,  STIC  Investments  Pte.  Ltd., and OCBC
Wearnes and Walden  Investments  Pte.  Ltd.,  own 20% of the stock of D&PL China
Pte. Ltd.

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


Registration Rights

Hancock has a one-time right to register,  under the Act,  shares owned by it on
June 28,  1993,  less the  number of shares  sold by  Hancock  in the  Company's
initial public offering.  All of the expenses of such  registration,  except for
the  cost of  printing  and  Hancock's  counsel,  will  be paid by the  Company.
Hancock's  registration  rights are conditioned on Hancock providing the Company
with a legal opinion that its shares may not otherwise be publicly sold.

The holder of the  convertible  Series M Non-Voting  Preferred Stock has certain
registration  rights  associated  with the Common Stock into which the Preferred
Stock is  convertible.  The  Preferred  Stock is  convertible  into Common Stock
beginning  upon the  seventh  anniversary  of the  date on  which it was  issued
(February 1996) or the occurrence of certain specified events,  whichever occurs
first.

Transactions with Affiliates and Advances

The  Company  requires  that  transactions  between  the  Company and persons or
entities affiliated with officers,  directors,  employees or stockholders of the
Company be on terms no less  favorable  to the Company than could be obtained in
an arm's-length  transaction with an unaffiliated  party.  Such transactions are
subjected  to  approval  by a  majority  of the  non-employee  directors  of the
Company.  The Board of Directors has adopted  resolutions  prohibiting  advances
without  its  approval,  except for  ordinary  business  and travel  advances in
accordance with the Company's policy.



                                     PART IV

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

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

          Report of Independent Public Accountants

               Consolidated  Statements  of Income - for each of the three years
                    in the period ended August 31, 1999

               Consolidated Balance Sheets - August 31, 1998 and 1999

               Consolidated  Statements  of Cash  Flows - for each of the  three
                    years in the period ended August 31, 1999

               Consolidated Statements of Stockholders' Equity - for each of the
                    three years in the period ended August 31, 1999

               Notes to Consolidated Financial Statements

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

          Report of Independent Public Accountants............................73

          Schedule II - Consolidated Valuation and Qualifying Accounts........74

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

     (a)  3. Exhibits

The  exhibits  to the  Annual  Report of the Delta and Pine Land  Company  filed
herewith are listed on Page 62.

     (b)  4. Reports on Form 8-K

          No reports on Form 8-K were filed during the quarter  ended August 31,
          1999.

<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 November19, 1999.

DELTA AND PINE LAND COMPANY
(Registrant)

/s/ Roger D. Malkin                                            November 19, 1999
-----------------------------------------------
By:  Roger D. Malkin, Chairman of the Board and
       Chief Executive Officer

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

    Signature                          Title                                Date
    ---------                          -----                                ----
 /s/ Roger D. Malkin           Chairman of the Board           November 19, 1999
--------------------           and Chief Executive Officer
Roger D. Malkin               (Principal Executive Officer)

 /s/ W. Thomas Jagodinski      Vice President-Finance and      November 19, 1999
-------------------------      Treasurer (Principal Financial
W. Thomas Jagodinski           and Accounting Officer)

 /s/ Nam-Hai Chua              Director                        November 19, 1999
--------------------
Nam-Hai Chua

 /s/Jon E.M. Jacoby            Director                        November 19, 1999
--------------------
Jon E.M. Jacoby

 /s/ Joseph M. Murphy          Director                        November 19, 1999
---------------------
Joseph M. Murphy

 /s/ Stanley P. Roth           Director                        November 19, 1999
--------------------
Stanley P. Roth

 /s/ Rudi E. Scheidt           Director                        November 19, 1999
--------------------
Rudi E. Scheidt


<PAGE>





                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


TO DELTA AND PINE LAND COMPANY:

We have audited in accordance with generally  accepted auditing  standards,  the
financial  statements of Delta and Pine Land Company included in this Form 10-K.
Our  audits  were  made for the  purpose  of  forming  an  opinion  on the basic
financial  statements taken as a whole. The 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,
November 15, 1999.

<PAGE>




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


<TABLE>
<CAPTION>

                                                                                                          (In thousands)

Column A                              Column B                           Column C        Column D               Column E

Description                           Balance at       Charged           Charged to                           Balance at
                                      Beginning        Costs and         Other                                    End of
                                      of Period        Expenses          Accounts        Deductions               Period
------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>              <C>                <C>             <C>                       <C>
Fiscal year ended August 31, 1997
Allowance for doubtful accounts      $        379     $    -            $     -         $       (98)(a)             281
Inventory valuation reserve          $      1,934     $     3,829(b)          -         $    (3,238)(c)           2,525
Fiscal  year ended August 31, 1998
Allowance for doubtful accounts      $        281     $       200       $     -         $      (113)(a)             368
Inventory valuation reserve          $      2,525     $    17,527(d)          -         $   (10,130)(c)           9,922
Fiscal year ended August 31, 1999
Allowance for doubtful accounts      $        368     $       118       $     -         $       (11)(a)             475
Inventory valuation reserve          $      9,922     $    15,365(e)          -         $   (11,179)(c)          14,108
</TABLE>

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

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

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

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

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



<PAGE>



                                      INDEX
                     EXHIBITS TO ANNUAL REPORT ON FORM 10-K
                           YEAR ENDED AUGUST 31, 1999
                           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  Certificate of  Designations of the rights and privileges of the shares of
junior  participating  preferred  stock  created on August 13, 1996, to be filed
pursuant to Section 151 of the Delaware General Corporation Law. (4)

10.01  Lease  dated  March 25,  1995,  between  Registrant,  as Lessee,  and The
Prudential  Insurance  Company of  America,  as Lessor  regarding  approximately
2,500-acre farm,  certain grain bins, and a certain research  facility in Scott,
Mississippi. (5)

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

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

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

10.05 Incentive Bonus Program.(1)(6)

10.06 Retirement Plan of the Company,  dated January 2, 1992, Amendment No. 1 to
the Plan dated April 30, 1992,  Amendment  No. 2 to the Plan dated  December 20,
1992, and Amendment No. 3 to the Plan dated October 6, 1994. (1)(5)

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

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

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

10.10 1993 Stock Option Plan of Registrant, as adopted on June 11, 1993. (1)(6)

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

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

10.13 1994 Saving Plan of Registrant, as adopted on April 1, 1994, Amendment No.
1 dated May 1, 1994. (5)(6)

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

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

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

10.17  Registration  Rights  Agreement  between the Company and  Monsanto  dated
February 2, 1996. (3)

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

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

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

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

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

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

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

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

10.26 Option  Agreement dated February 2, 1996 between Monsanto and the Company.
(3)(6)

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

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

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

21.01 Subsidiaries of the Registrant. (11)

23.01 Consent of Independent Public Accountants (11)

27.1 Financial Data Schedule. (11)

-------------------------
(1)  All incorporated by reference from Registration Statement on form S-1, File
     No. 33-61568, filed June 29, 1993 except as otherwise noted herein.

(2)  Incorporated by reference from Form 8-K filed May 14, 1998 (3) Incorporated
     by  reference  from Form 8-K filed  February 19, 1996 (4)  Incorporated  by
     reference  from  Form 8-A  filed  September  3,  1996 (5)  Incorporated  by
     reference from Form 10-K filed November 22, 1995 (6) Represents  management
     contract or compensatory  plan (7) Incorporated by reference from Form 10-Q
     filed July 14, 1995 (8)  Incorporated  by reference from Form 8-K filed May
     16, 1994 (9)  Incorporated  by  reference  from Form 8-K filed June 4, 1996
     (10)  Incorporated by reference from Form 10-K filed November 27, 1996 (11)
     Filed herewith


<PAGE>


EXHIBIT 11.01

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

                                              FOR THE TWELVE MONTHS ENDED

                                      August 31,      August 31,      August 31,
                                        1997             1998            1999
                                      ------------------------------------------
BASIC EARNINGS PER SHARE:
WEIGHTED AVERAGE NUMBER OF SHARES OF
   COMMON STOCK OUTSTANDING           ------------------------------------------
   DURING THE PERIOD                      37,579         38,011           38,438
                                      ==========================================
NET INCOME APPLICABLE TO COMMON SHARES   $ 6,850        $ 1,783          $ 7,477
                                      ==========================================
   BASIC EARNINGS PER SHARE              $  0.18        $  0.05          $  0.19
                                      ==========================================
DILUTED EARNINGS PER SHARE:
WEIGHTED AVERAGE NUMBER OF SHARES
   OF COMMON STOCK OUTSTANDING
   DURING THE PERIOD                      37,579         38,011           38,438
WEIGHTED AVERAGE NUMBER OF SHARES
   ATTRIBUTED TO CONVERTIBLE
   PREFERRED STOCK                         1,066          1,066            1,066
WEIGHTED AVERAGE NUMBER OF SHARES
   ATTRIBUTED TO OPTIONS                   1,484          1,762            1,469
WEIGHTED AVERAGE NUMBER OF SHARES
   OF COMMON STOCK OUTSTANDING
   DURING THE PERIOD FOR COMPUTATION  ------------------------------------------
   OF DILUTED EARNINGS PER SHARE          40,129         40,839           40,973
                                      ==========================================
   NET INCOME                            $ 6,913        $ 1,879          $ 7,573
                                      ==========================================
   DILUTED EARNINGS PER SHARE            $  0.17        $  0.04          $  0.18
                                      ==========================================

<PAGE>


                                  EXHIBIT 21.01
                           SUBSIDIARIES OF REGISTRANT

 SUBSIDIARY                                              PLACE OF INCORPORATION
--------------------------------------------------------------------------------
ATLED CORPORATION                                                 USA
D&M INTERNATIONAL LLC                                             USA
D&M PARTNERS                                                      USA
D&PL ARGENTINA, INC.                                              USA
D&PL CHINA, INC.                                                  USA
D&PL CHINA PTE, LTD.                                           SINGAPORE
D&PL INVESTING CORP.                                              USA
D&PL INVESTMENTS, INC.                                            USA
D&PL MEXICO, INC.                                                 USA
DELTAPINE PARAGUAY, INC.                                          USA
D&PL SOUTH AFRICA, INC.                                           USA
D&PL INTERNATIONAL TECHNOLOGY CORP.                               USA
DELTA AND PINE LAND INTERNATIONAL, LTD.                      VIRGIN ISLANDS
DELTA PINE DE MEXICO, S.A. de C.V.                               MEXICO
DELTAPINE AUSTRALIA PTY. LIMITED                               AUSTRALIA
GREENFIELD SEED COMPANY                                           USA
HEBEI JI DAI COTTONSEED TECHNOLOGY COMPANY, LTD.                 CHINA
PAYMASTER TECHNOLOGY CORP.                                        USA
TURK DELTAPINE, INC.                                              USA
SURE GROW SEED, INC.                                              USA
ELLIS BROTHERS SEED, INC.                                         USA
ARIZONA PROCESSING, INC.                                          USA
MISSISSIPPI SEED, INC.                                            USA
D&PL Semillas Limitada                                        Costa Rica
CDM Mandyu S.R.L.                                              Argentina
Delta & Pine Land Hellas Monoprosopi e.P.E.                      Greece
D&PL BraSil, Ltda                                                Brazil
Anhui An Dai Cottonseed Technology Company, Ltd.                 China
S.G. Seed, Inc. (name changed November 17, 1998 to                USA
   D&PL Technology Holding Corp.)
D&M  Brasil, Ltda                                                Brazil
MDM Maeda DeltaPine Monsanto Algodao Ltda                        Brazil




<PAGE>




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

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


As independent public accountants, we hereby consent to the incorporation of our
report,  dated October 15, 1999, included in this Form 10-K, into Delta and Pine
Land's previously filed Registration Statement File No. 333-21049.



Arthur Andersen LLP


Memphis, Tennessee,
November 24, 1999.