SC 13D/A

SCHEDULE 13D
Under the Securities Exchange Act of 1934


Delta & Pine Land Co.
(Name of Issuer)

Common Stock, $.10 Par Value
(Title of Class of Securities)

247357106
(CUSIP Number)

Kenneth R. Cotner
Sterling Capital Management LLC
4064 Colony Road, Suite 300
Charlotte, NC  28211
704-372-8670
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

March 24, 2004
(Date of Event which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of 240.13d-1(e),
240.13d-l(f) or 240.13d-1(g), check the following box.

	X

Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See 240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.

The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).





Persons who respond to the collection of information contained
in this form are not required to respond unless the form
displays a currently valid OMB control number.

SEC 1746 (11-03)
CUSIP No.  247357106

1.	Names of Reporting Persons.
I.R.S.	Identification Nos. of above persons (entities only).

Sterling Capital Management LLC		ID 56-2226389


2.	Check the Appropriate Box if a Member of a Group (See
Instructions)
Not Applicable

3.	SEC Use Only

4.	Source of Funds (See Instructions)
OO:  Funds of investment advisory clients

5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
Not Applicable


6.	Citizenship or Place of Organization
North Carolina

Number of			7.      sole Voting Power
Shares Beneficially			0 shares
owned by each
Reporting Person With		8.      Shared Voting Power
					3,621,055 shares


				9.      Sole Dispositive Power
					0 shares


				10.	Shared Dispositive Power
					3,621,055 shares

11.	Aggregate Amount Beneficially Owned by Each Reporting Person
3,621,055 shares


12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
Not Applicable


13.	Percent of Class Represented by Amount in Row (11)
9.5%


14.	Type of Reporting Person (See Instructions)
IA
CUSIP No.  247357106

1.	Names of Reporting Persons.
I.R.S.	Identification Nos. of above persons (entities only).

Sterling MGT, Inc.		ID 56-2226391

2.	Check the Appropriate Box if a Member of a Group (See
Instructions)
Not Applicable

3.	SEC Use Only

4.	Source of Funds (See Instructions)
OO:  Funds of investment advisory clients

5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
Not Applicable

6.	Citizenship or Place of Organization
North Carolina


Number of			7.      Sole Voting Power
Shares Beneficially			0 shares
owned by each
Reporting Person With		8.      Shared Voting Power
					3,621,055 shares


				9.      Sole Dispositive Power
					0 shares


				10.	Shared Dispositive Power
					3,621,055 shares

11.	Aggregate Amount Beneficially Owned by Each Reporting Person
3,621,055 shares

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
Not Applicable

13.	Percent of Class Represented by Amount in Row (11)
9.5%

14.	Type of Reporting Person (See Instructions)
CO




CUSIP No.  247357106

1.	Names of Reporting Persons.
I.R.S.	Identification Nos. of above persons (entities only).

Eduardo A. Brea

2.	Check the Appropriate Box if a Member of a Group (See
Instructions)
Not Applicable

3.	SEC Use Only

4.	Source of Funds (See Instructions)
OO:  Funds of investment advisory clients

5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
Not Applicable

6.	Citizenship or Place of Organization
United States

Number of			7.      Sole Voting Power
Shares Beneficially			0 shares
owned by each
Reporting Person With		8.      Shared Voting Power
					3,621,055 shares


				9.      Sole Dispositive Power
					0 shares


				10.	Shared Dispositive Power
					3,621,055 shares

11.	Aggregate Amount Beneficially Owned by Each Reporting Person
3,621,055 shares

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
Not Applicable

13.	Percent of Class Represented by Amount in Row (11)
9.5%

14.	Type of Reporting Person (See Instructions)
IN




CUSIP No.  247357106

1.	Names of Reporting Persons.
I.R.S.	Identification Nos. of above persons (entities only).

Alexander W. McAlister
2.	Check the Appropriate Box if a Member of a Group (See
Instructions)
Not Applicable

3.	SEC Use Only

4.	Source of Funds (See Instructions)
OO:  Funds of investment advisory clients

5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
Not Applicable


6.	Citizenship or Place of Organization
United States


Number of			7.      Sole Voting Power
Shares Beneficially			0 shares
owned by each
Reporting Person With		8.      Shared Voting Power
					3,621,055 shares


				9.      Sole Dispositive Power
					0 shares


				10.	Shared Dispositive Power
					3,621,055 shares

11.	Aggregate Amount Beneficially Owned by Each Reporting Person
3,621,055 shares

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
Not Applicable

13.	Percent of Class Represented by Amount in Row (11)
9.5%

14.	Type of Reporting Person (See Instructions)
IN




CUSIP No.  247357106

1.	Names of Reporting Persons.
I.R.S.	Identification Nos. of above persons (entities only).

David M. Ralston

2.	Check the Appropriate Box if a Member of a Group (See
Instructions)
Not Applicable

3.	SEC Use Only

4.	Source of Funds (See Instructions)
OO:  Funds of investment advisory clients

5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
Not Applicable


6.	Citizenship or Place of Organization
United States


Number of			7.      Sole Voting Power
Shares Beneficially			0 shares
owned by each
Reporting Person With		8.      Shared Voting Power
					3,621,055 shares


				9.      Sole Dispositive Power
					0 shares


				10.	Shared Dispositive Power
					3,621,055 shares

11.	Aggregate Amount Beneficially Owned by Each Reporting Person
3,621,055 shares

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
Not Applicable

13.	Percent of Class Represented by Amount in Row (11)
9.5%

14.	Type of Reporting Person (See Instructions)
IN




CUSIP No.  247357106

1.	Names of Reporting Persons.
I.R.S.	Identification Nos. of above persons (entities only).

Brian R. Walton

2.	Check the Appropriate Box if a Member of a Group (See
Instructions)
Not Applicable

3.	SEC Use Only ............................


4.	Source of Funds (See Instructions)
OO:  Funds of investment advisory clients

5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
Not Applicable


6.	Citizenship or Place of Organization
United States


Number of			7.      Sole Voting Power
Shares Beneficially			0 shares
owned by each
Reporting Person With		8.      Shared Voting Power
					3,621,055 shares


				9.	Sole Dispositive Power
					0 shares


				10.	Shared Dispositive Power
					3,621,055 shares

11.	Aggregate Amount Beneficially Owned by Each Reporting Person
3,621,055 shares

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
Not Applicable

13.	Percent of Class Represented by Amount in Row (11)
9.5%


14.	Type of Reporting Person (See Instructions)
IN




CUSIP No.  247357106

1.	Names of Reporting Persons.
I.R.S.	Identification Nos. of above persons (entities only).

Mark W. Whalen

2.	Check the Appropriate Box if a Member of a Group (See
Instructions)
Not Applicable

3.	SEC Use Only ..


4.	Source of Funds (See Instructions)
OO:  Funds of investment advisory clients

5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
Not Applicable

6.	Citizenship or Place of Organization
United States


Number of			7.      Sole Voting Power
Shares Beneficially			0 shares
owned by each
Reporting Person With		8.      Shared Voting Power
					3,621,055 shares


				9.	Sole Dispositive Power
					0 shares


				10.	Shared Dispositive Power
					3,621,055 shares

11.	Aggregate Amount Beneficially Owned by Each Reporting Person
3,621,055 shares

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
Not Applicable

13.	Percent of Class Represented by Amount in Row (11)
9.5%

14.	Type of Reporting Person (See Instructions)
IN




ITEM 1.		SECURITY AND ISSUER

This Schedule 13D relates to the common stock, $.10 par value (the
"Securities"), of Delta & Pine Land Co., a Delaware corporation (the
"Issuer").  The principal executive office of the Issuer is located at One
Cotton Row, Scott, Mississippi  38772.

ITEM 2.		IDENTITY AND BACKGROUND

(a), (b), (c) and (f).  This statement is being filed jointly by
Sterling Capital Management LLC ("Sterling"), Sterling MGT, Inc. ("MGT"),
Eduardo A. Brea ("Brea"), Alexander W. McAlister ("McAlister"), David M.
Ralston ("Ralston"), Brian R. Walton ("Walton"), and Mark W. Whalen
("Whalen").

Sterling is an investment adviser registered with the Securities &
Exchange Commission under the Investment Advisers Act of 1940.  The address
of its principal office is 4064 Colony Road, Suite 300, Charlotte, NC  28211.
Sterling serves as an investment adviser to individual and institutional
clients.  The Securities of the Issuer reported in Item 5 were acquired on
behalf of the investment advisory clients of Sterling, under discretionary
authority granted to Sterling.

MGT is the Managing Member of Sterling and has the same address as
Sterling.  Brea, McAlister, Ralston, Walton, and Whalen are controlling
shareholders of MGT and such activities constitute their primary occupations,
each are United States citizens and each has the same business address as
Sterling and MGT.  MGT, Brea, McAlister, Ralston, Walton, and Whalen are
control persons under 17 C.F.R. 240.l3d-1(b)(1)(ii)(G).

(d) and (e).  None of the entities or persons identified in this Item 2
has during the past five years been convicted in any criminal proceeding, nor
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.

ITEM 3.		SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

The respective investment advisory clients of Sterling used
approximately $81,538,586 in the aggregate to purchase the Securities
reported in this filing.  All assets used to purchase Securities were assets
of these respective clients and none were assets of Sterling.  In addition,
none of the proceeds used to purchase the Securities were provided through
borrowings of any nature.

ITEM 4.		PURPOSE OF TRANSACTION

	On January 9, 2004 and January 23, 2004, Sterling sent letters to the
members of the board of directors of Delta & Pine Land Company encouraging
the board to consider recapitalizing the company.  In late January 2004, we
also discussed a specific proposal for recapitalization and on March 24 we
sent another letter encouraging management to address our concerns on the
conference call following their 2Q earnings release.  Sterling believes that
Delta & Pine has retained significantly more capital than is necessary to
operate its business.  By acting on our recommendation, we believe that Delta
& Pine can lower its cost of capital and materially improve the company's
valuation in the public securities markets.  We have attached copies of our
recent correspondence with Delta & Pine.

The Securities reported in this filing have been acquired for
investment purposes on behalf of client accounts over which Sterling has
discretionary investment authority.

In pursuing such investment purposes, Sterling may further purchase,
hold, vote, trade, dispose or otherwise deal in the Securities at times, and
in such manner, as they deem advisable to benefit from changes in market
prices of such Securities, changes in the Issuer's operations, business
strategy or prospects, or from sale or merger of the Issuer.  To evaluate
such alternatives, Sterling will routinely monitor the Issuer's operations,
prospects, business development, management, competitive and strategic
matters, capital structure, and prevailing market conditions, as well as
alternative investment opportunities and other investment considerations.
Consistent with its investment research methods and evaluation criteria,
Sterling may discuss such matters with management or directors of the Issuer,
other shareholders, industry analysts, existing or potential strategic
partners or competitors, investment and financing professionals, sources of
credit and other investors.  Such factors and discussions may materially
affect, and result in, Sterling modifying its clients' ownership of the
Securities, exchanging information with the Issuer pursuant to appropriate
confidentiality or similar agreements, proposing changes in the Issuer's
operations, governance or capitalization, or in proposing one or more of the
other actions described in subsections (a) through (j) of Item 4 of Schedule
13D.

Sterling reserves the right to formulate other plans and/or make other
proposals, and take such actions with respect to their investment in the
Issuer, including any or all of the actions set forth in paragraphs (a)
through (j) of Item 4 of Schedule 13D.

ITEM 5.		INTEREST IN SECURITIES OF THE ISSUER

(a) and (b).  The aggregate number and percentage of Securities to
which this Schedule 13D relates is 3,621,055 shares of the common stock of
the Issuer, constituting approximately 9.5% of the 38,078,917 shares
outstanding.  Securities reported as beneficially owned by Sterling are also
reported as beneficially owned by each of MGT, Brea, McAlister, Ralston,
Walton, and Whalen as control persons.  By reason of such relationships, each
of the above entities and individuals are reported as having shared power to
vote or to direct the vote, and shared power to dispose or direct the
disposition of, such Securities.

(c).  The following transactions in the Issuer's Securities were
effected by Sterling during the sixty days preceding the date of this report.
On certain days, multiple transactions may have been executed at different
times.  The data below include the total shares and average price for all buy
or sell transactions effected for each day.  All such transactions represent
open market transactions.




Transaction	Trade Date	 Shares 	Average Price
buy		1/26/2004	   6,300 	 $     26.30
buy		1/27/2004	 127,100 	 $     26.52
buy		1/29/2004	  64,300 	 $     26.47
buy		1/30/2004	 290,800 	 $     25.93
buy		2/2/2004	  11,275 	 $     26.03
buy		2/9/2004	  57,400 	 $     26.01
buy		2/12/2004	  17,175 	 $     26.29
buy		2/18/2004	  25,175 	 $     25.44
buy		2/19/2004	  23,600 	 $     25.38
buy		2/20/2004	     225 	 $     25.16
buy		2/23/2004	     450 	 $     25.04
buy		2/24/2004	  11,850 	 $     24.88
buy		3/3/2004	   4,725 	 $     25.01
buy		3/8/2004	   6,075 	 $     24.79
buy		3/9/2004	   2,400 	 $     24.81
buy		3/10/2004	   2,575 	 $     25.02
buy		3/22/2004	  57,700 	 $     24.18
buy		3/23/2004	  61,575 	 $     24.42
buy		3/24/2004	  17,350 	 $     24.23


sale		2/11/2004	  10,500 	 $     26.37
sale		2/12/2004	   7,000 	 $     26.23
sale		2/19/2004	   4,100 	 $     25.32
sale		2/24/2004	   3,825 	 $     24.78
sale		2/25/2004	   4,000 	 $     24.64
sale		3/1/2004	   1,000 	 $     25.74
sale		3/2/2004	   2,950 	 $     25.43
sale		3/3/2004	   5,200 	 $     24.85
sale		3/4/2004	   5,500 	 $     24.88
sale		3/5/2004	   4,800 	 $     25.08
sale		3/8/2004	   5,175 	 $     24.85
sale		3/9/2004	   5,300 	 $     24.61
sale		3/17/2004	   2,400 	 $     25.00
sale		3/23/2004	  19,600 	 $     24.30





(d).  The investment advisory clients of Sterling have the sole right
to receive and, subject to notice, to withdraw the proceeds from the sale of
the Securities.  Such clients may also terminate the investment advisory
agreements without penalty upon appropriate notice.

(e).  Not applicable.


ITEM 6.		CONTRACTS, ARRANGEMENTS UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER

The powers of disposition with respect to Securities owned by
discretionary accounts of Sterling are established in written investment
advisory agreements between clients and Sterling, which are entered into in
the normal and usual course of the business of Sterling as a registered
investment adviser and which are generally applicable to all securities
purchased for the benefit of each such discretionary account.  There are no
special or different agreements relating to the Securities of the Issuer.

The written investment advisory agreements with clients do not contain
provisions relating to borrowing of funds to finance the acquisition of the
Securities, acquisition of control, transfer of securities, joint ventures,
or any of the other transactions listed in the instructions to Item 7 of
Schedule 13D other than voting of proxies.  In connection with voting,
Sterling may be allowed or directed to vote the proxies received by
discretionary accounts.


SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.

Dated:  March 24, 2004

STERLING CAPITAL MANAGEMENT LLC

By /s/  Kenneth R. Cotner
______________________________________

Kenneth R. Cotner
Director and Chief Operating Officer

EX-99

January 9, 2004



Mr. W. Thomas Jagodinski
Delta & Pine Land Company
One Cotton Row
Scott, Mississippi 38772

Mr. Jagodinski:

As you know, Sterling Capital Management controls
approximately 2 million shares of Delta & Pine common stock
- - over 5% of the total shares outstanding - making us your
largest shareholder.  We've been owners of the company
since the Summer of 2001.  Over the last few years, we have
been generally pleased with the progress of the company on
several fronts, including the development of new seed
varieties, the progress of the Monsanto lawsuit and the
prospects for DeltaMax and expansion into foreign markets.
We remain enthusiastic about the company's future.

With regard to the company's capital structure, however, we
believe that the time has come for change.  A substantial
cash cushion is no longer needed - if indeed it ever was.
Future funding requirements for technology initiatives such
as DeltaMax and TPS are now well defined.  The maturation
of the U.S. transgenic cotton-seed market has made
forecasting an adequate level of seed inventories much
easier. The impending commercialization agreement with
either Dow or Syngenta will reduce the company's reliance
upon Monsanto.

Building a business without regard to the amount of capital
consumed in the process damages shareholders.  Despite
growing revenues, the dramatic market share gains made by
transgenic technology and improving operating margins,
Delta & Pine's return on capital has steadily declined in
recent years.  This declining return on capital has in turn
led to poor share price performance and an overall public
market valuation well below its potential fair value.

Accordingly, we recommend that management recapitalize the
company by making a tender offer for Delta & Pine shares.
Given the company's current positioning and prospects, we
believe that $250 million should be committed to this end.
Such action would substantially improve the company's
return on capital without either limiting its growth
prospects or impairing its financial flexibility.
Specifically, we estimate that interest coverage would
still exceed 5x while the company's intrinsic value would
increase by more than 20%.







Mr. W. Thomas Jagodinski
January 9, 2004
Page 2



Jag, there are no longer any good excuses to delay a
recapitalization of the company.  Funding the company with
all equity, no long-term debt and a substantial cash
balance is unnecessarily expensive.  Management has a duty
to maximize the company's return on capital, consistent
with achieving reasonable growth and maintaining financial
integrity.  Our proposal would accomplish these objectives
and deserves your serious consideration.  We will call you
within the next week to discuss this proposal at greater
length.

Regards,

STERLING CAPITAL MANAGEMENT LLC



Patrick Rau
Director & Principal

Cc:	Dr. Nam-Hai Chua
Mr. Jon E. M. Jacoby
Mr. Joseph M. Murphy
	Mr. F. Murray Robinson
	Mr. Stanley P. Roth
	Mr. Rudi E. Scheidt

EX-99

January 9, 2004



Ms. Dorothy Andrus
Delta & Pine Land Company
One Cotton Row
Scott, Mississippi 38772

Ms. Andrus,

I have enclosed a copy of a letter sent to the attention of
Mr. Jagodinski.  Please distribute copies of this letter to
the other members of your Board of Directors.

Regards,

STERLING CAPITAL MANAGEMENT LLC



Patrick Rau
Director & Principal

EX-99

January 23, 2004



Mr. W. Thomas Jagodinski
Delta & Pine Land Company
One Cotton Row
Scott, Mississippi  38772

Mr. Jagodinski:

Thank you for taking the time last Friday to talk to Brian
and myself.  It seems like the company is continuing to
make good progress operationally and we remain very pleased
with your efforts.

Regarding the recapitalization proposal we discussed, we'd
like to emphasize a few observations from our perspective
as a significant long term investor in the company.  First,
we believe that a share repurchase is the best means of
recapitalizing the company.  It represents a large
investment in an undervalued security - Delta & Pine Land
common stock - and it could be financed very cheaply, given
the current interest rate environment.  Specifically, we
calculate that a $250 million repurchase program would
increase the value of the company by roughly 30%.  Those
shareholders who tender their shares would benefit, but
those who retain their shares would benefit much more as
the market revalues the company higher.  Both our
experience and our valuation models support this
conclusion.

Second, we encourage you to be exceedingly hesitant to
pursue any acquisitions designed to diversify the company
beyond its roots in breeding cotton seeds.  We have
collectively witnessed hundreds of such transactions over
the years from our perspective as investment managers.
Though always well intentioned, these deals usually end
badly for shareholders.  More often than not, the acquirer
unwittingly pays too high a price for a business which it
does not understand (and cannot manage) as well as its own.
We have enclosed a study by Sanford Bernstein, an
independent research firm, which traces the performance of
companies following such transactions.  It's a sobering
read.

Jag, we believe that Delta & Pine has an opportunity to
substantially improve shareholder value given the fortunate
convergence of historically low interest rates, an
undervalued share price and the company's excess capital.
We encourage you to seize this opportunity while it remains
available.


Yours,

STERLING CAPITAL MANAGEMENT LLC



Patrick W. Rau, CFA
Director & Principal

cc:	Mr. Joseph M. Murphy
	Mr. Rudi E. Scheidt
	Mr. Jon E. M. Jacoby
	Mr. F. Murray Robinson
	Dr. Nam-Hai Chua
	Mr. Stanley P. Roth

EX-99

March 24, 2004



Mr. W. Thomas Jagodinski
Delta & Pine Land Company
One Cotton Row
Scott, Mississippi  38772

Mr. Jagodinski:

We are writing to encourage you to address options for
recapitalizing the company next Thursday (during the
conference call following your second quarter earnings
release).  We continue to believe that the reasons for
pursuing a significant recapitalization are compelling:

- -	Interest rates are near historic lows.
- -	The company's common stock, in our opinion, remains
undervalued.
- -	The company maintains significant excess capital.
- -	Global cotton inventories have declined materially versus
recent years.
- -	Company fundamentals are strong and poised to improve
with the introduction of new cotton seed technologies
developed by Syngenta and Dow AgroSciences.

We look forward to your comments next week.

Regards,

STERLING CAPITAL MANAGEMENT LLC



Patrick W. Rau, CFA
Director & Principal

EX-99

Overview

I.   Rationale for Recapitalization


II.  Our Proposal


III. Summary





Rationale for Recapitalization


O Lower Cost of Capital

" A company's capital base should be structured so as to minimize the cost of
capital, consistent with its opportunities for growth and needs for financial
stability."

O Revenues and Operating Margins Have Made Good Progress

O Return on capital has steadily declined in recent years

O An appropriate capital base will help to reverse the slide in the company's
return on capital




A Tender Offer is the Best Approach to Recapitalization

O Acquisitions

- - Given current initiatives and the company's competitive positioning, there
do not appear to be any large, practical acquisition candidates available.

O Cash Dividend

- - Although improved, cash dividends remain less tax advantaged. Further, value
enhancement is limited due to lack of share arbitrage.


O Share Tender

- - Achieves desired objective. Preferred to a cash dividend because
the company's shares still appear undervalued, regardless of the outcome of the
Monsanto lawsuit.



How Much?

O $250 MM is appropriate

     A.	No large cash outlays are looming

     B.	EBITDA should exceed $60 MM in 2004 (after litigation expense)

     C.	Cash flows should remain relatively stable over the next several
        years

     D.	Peak seasonal borrowing needs funded via remaining cash and
        bank facility



Balance Sheet Remains Strong


	Cash at Year End:	($120 MM)
	New Long Term Debt:	$150 MM
	Cash Tender Offer:	$250 MM

	Net Long Term Debt Post Tender Offer:	$130 MM
	Remaining Cash:	$20 MM

	Projected 2004 EBITDA Interest Coverage:	5.6X
	2004 FCF Interest Coverage:	2.5X
	2004 Net Debt/EBITDA	2.1X




Significant Value Creation


O A $250 MM share repurchase would increase intrinsic value by 28% to 50%

O Current capital structure

     Weighted average cost of capital:	9.5%
     2004 return on average capital:	9.7%
     Intrinsic value	$30.70/share

O Capital structure with $250 MM share repurchase (assuming transaction
as of 1/1/04 at price of $28.50/share)

     Weighted average cost of capital:	8.9%
     2004 return on average capital:	18.4%
     Intrinsic value	$39.40/share

O Assuming a favorable settlement of the Monsanto lawsuit, the transaction
is even more compelling

     $300 MM settlement - current capital structure
          Intrinsic Value: $35.80/share
     With $250 MM share repurchase
          Intrinsic Value: $46.00/share

Summary

" A $250 MM tender offer would meaningfully improve Delta & Pine Land's cost
of capital, improve return on capital and improve valuation of the common
stock."