UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-Q


(x)  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 For the quarterly period ended May 31, 2006 or

( )  Transition Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934 For the transition period from _____to ______

                        Commission File Number: 000-21788

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

                        State of Incorporation: Delaware
                I.R.S. Employer Identification Number: 62-1040440

          Address of Principal Executive Offices (including zip code):
                    One Cotton Row, Scott, Mississippi 38772

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

Indicate by check mark whether 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 whether the registrant is a large  accelerated  filer, an
accelerated  filer or a  non-accelerated  filer.  See definition of "accelerated
filer and large  accelerated  filer" in Rule 12b-2 of the Exchange  Act.  (Check
One)
Large Accelerated Filer ( ) Accelerated Filer (x) Non-Accelerated Filer ( )

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
YES ( ) NO (x)


                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Common Stock, $0.10 Par Value, 35,888,054 shares outstanding as of June 30,
2006.





                  DELTA AND PINE LAND COMPANY AND SUBSIDIARIES


                                                                                                          
                                      INDEX

                                                                                                              Page No.
PART I.  FINANCIAL INFORMATION

   Item 1.  Consolidated Financial Statements

    Consolidated Balance Sheets - May 31, 2006,
            August 31, 2005, and May 31, 2005                                                                     3

    Consolidated Statements of Operations - Three Months
            Ended May 31, 2006 and May 31, 2005                                                                   4

    Consolidated Statements of Operations - Nine Months
            Ended May 31, 2006 and May 31, 2005                                                                   5

    Consolidated Statements of Cash Flows - Nine Months
            Ended May 31, 2006 and May 31, 2005                                                                   6

    Notes to Consolidated Financial Statements                                                                    7

   Item 2.  Management's Discussion and Analysis of Financial
            Condition and Results of Operations                                                                  17

   Item 3.  Quantitative and Qualitative Disclosures About Market Risk                                           21

   Item 4.  Controls and Procedures                                                                              22

PART II.  OTHER INFORMATION
   Item 1.  Legal Proceedings                                                                                    22
   Item 1A. Risk Factors                                                                                         23
   Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds                                          25
   Item 3.  Defaults Upon Senior Securities                                                                      25
   Item 4.  Submission of Matters to a Vote of Security Holders                                                  25
   Item 5.  Other Information                                                                                    25
   Item 6.  Exhibits                                                                                             25
            Signatures                                                                                           26












PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements

                  DELTA AND PINE LAND COMPANY AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
               (in thousands, except share and per share amounts)
                                   (Unaudited)

                                                                                                                  
                                                                              May 31,            August 31,            May 31,
                                                                               2006                 2005                 2005
                                                                         ------------------   -----------------    -----------------

ASSETS
CURRENT ASSETS:
Cash and cash equivalents                                                $        141,018     $         93,075     $        111,287
Receivables, net                                                                  315,254              228,800              258,087
Inventories                                                                        32,784               26,625               29,099
Prepaid expenses                                                                      816                1,874                1,024
Deferred income taxes                                                              10,792                6,305                5,230
                                                                         ------------------   -----------------    -----------------
    Total current assets                                                          500,664              356,679              404,727

PROPERTY, PLANT AND EQUIPMENT, NET                                                 59,778               60,158               61,255
EXCESS OF COST OVER NET ASSETS OF
      BUSINESSES ACQUIRED                                                           4,183                4,183                4,183
INTANGIBLES, NET                                                                    8,170                5,960                5,797
OTHER ASSETS                                                                        1,268                1,446                1,492
DEFERRED INCOME TAXES                                                              10,574               10,758                7,603
                                                                         ------------------   -----------------    -----------------
TOTAL ASSETS                                                             $        584,637     $        439,184     $        485,057
                                                                         ==================   =================    =================

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES :
Notes payable and current maturities of long-term debt                   $          8,064     $         10,078     $         11,491
Accounts payable                                                                    9,194               18,218               11,820
Accrued expenses                                                                  329,114              221,824              242,960
Income taxes payable                                                               31,168               12,893               19,995
                                                                         ------------------   -----------------    -----------------
     Total current liabilities                                                    377,540              263,013              286,266
                                                                         ------------------   -----------------    -----------------
LONG-TERM DEBT                                                                      3,578                7,271               11,217
                                                                         ------------------   -----------------    -----------------
MINORITY INTEREST IN SUBSIDIARIES                                                   5,271                4,877                5,219
                                                                         ------------------   -----------------    -----------------
COMMITMENTS AND CONTINGENCIES (Note 10 )

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;
    501,989, 456,989, and 456,989 shares authorized;  no shares issued or
    outstanding;                                                                        -                    -                    -
  Series M Convertible Non-Voting Preferred, par value $0.l0 per share;               107                  107                  107
    1,066,667 shares authorized, issued and outstanding
Common  stock, par value $0.10 per share; 100,000,000 shares authorized;
    41,521,498, 40,928,929 and 40,857,834 shares issued;
    35,970,798, 36,099,823 and 36,138,728 shares outstanding                        4,152                4,093                4,086
Capital in excess of par value                                                     97,041               81,640               79,941
Retained earnings                                                                 236,055              199,742              213,891
Accumulated other comprehensive loss                                               (4,520)              (4,305)              (1,390)
Treasury stock, at cost;  5,550,700, 4,829,106 and 4,719,106 shares              (134,587)            (117,254)            (114,280)
                                                                         ------------------   -----------------    -----------------
TOTAL STOCKHOLDERS' EQUITY                                                        198,248              164,023              182,355
                                                                         ------------------   -----------------    -----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                               $        584,637     $        439,184     $        485,057
                                                                         ==================   =================    =================

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






                  DELTA AND PINE LAND COMPANY AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                           FOR THE THREE MONTHS ENDED
                    (in thousands, except per share amounts)
                                   (Unaudited)


                                                                                                         
                                                                                      May 31,              May 31,
                                                                                        2006                2005
                                                                                  -----------------   ------------------

NET SALES AND LICENSING FEES                                                      $        286,618    $        203,320
COST OF SALES                                                                              184,696             129,747
                                                                                  -----------------   ------------------
GROSS PROFIT                                                                               101,922              73,573
                                                                                  -----------------   ------------------

OPERATING EXPENSES:
   Research and development                                                                  6,631               5,781
   Selling                                                                                   3,793               3,706
   General and administrative                                                                9,163               6,143
   In-process research and development and related transactional costs                       7,042                   -
                                                                                  -----------------   ------------------
              Total operating expenses                                                      26,629              15,630
                                                                                  -----------------   ------------------

OPERATING  INCOME                                                                           75,293              57,943

INTEREST (EXPENSE) INCOME, NET                                                                (341)                336
OTHER EXPENSE, NET                                                                          (1,336)               (851)
EQUITY IN NET LOSS OF AFFILIATE                                                               (821)               (781)
MINORITY INTEREST IN LOSS OF SUBSIDIARIES                                                      307                 394
                                                                                  -----------------   ------------------

INCOME BEFORE INCOME TAXES                                                                  73,102              57,041
INCOME TAX EXPENSE                                                                          25,424              20,757
                                                                                  -----------------   ------------------

NET INCOME                                                                                  47,678              36,284
DIVIDENDS ON PREFERRED STOCK                                                                  (160)               (128)
                                                                                  -----------------   ------------------
NET INCOME APPLICABLE TO COMMON SHARES                                            $         47,518    $         36,156
                                                                                  =================   ==================

BASIC EARNINGS PER SHARE                                                          $           1.33    $           0.94
                                                                                  =================   ==================

NUMBER OF SHARES USED IN BASIC EARNINGS PER SHARE
     CALCULATIONS                                                                           35,734              38,416
                                                                                  =================   ==================

DILUTED EARNINGS PER SHARE                                                        $           1.28    $           0.91
                                                                                  =================   ==================

NUMBER OF SHARES USED IN DILUTED EARNINGS PER SHARE
     CALCULATIONS                                                                           37,123              39,839
                                                                                  =================   ==================

DIVIDENDS PER COMMON SHARE                                                        $           0.15    $           0.12
                                                                                  =================   ==================

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






                  DELTA AND PINE LAND COMPANY AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                            FOR THE NINE MONTHS ENDED
                    (in thousands, except per share amounts)
                                   (Unaudited)


                                                                                                         
                                                                                      May 31,              May 31,
                                                                                        2006                2005
                                                                                  -----------------   ------------------

NET SALES AND LICENSING FEES                                                      $        411,422    $        340,633
COST OF SALES                                                                              265,505             213,343
                                                                                  -----------------   ------------------
GROSS PROFIT                                                                               145,917             127,290
                                                                                  -----------------   ------------------

OPERATING EXPENSES:
   Research and development                                                                 18,416              15,857
   Selling                                                                                  11,110              10,258
   General and administrative                                                               22,616              15,587
   In-process research and development and related transactional costs                       7,042                   -
                                                                                  -----------------   ------------------
              Total operating expenses                                                      59,184              41,702
                                                                                  -----------------   ------------------

OPERATING  INCOME                                                                           86,733              85,588

INTEREST INCOME, NET                                                                           864               1,435
OTHER EXPENSE, NET                                                                          (3,270)             (3,331)
EQUITY IN NET LOSS OF AFFILIATE                                                             (2,415)             (2,167)
MINORITY INTEREST IN EARNINGS OF SUBSIDIARIES                                                 (394)             (1,951)
                                                                                  -----------------   ------------------

INCOME BEFORE INCOME TAXES                                                                  81,518              79,574
INCOME TAX  EXPENSE                                                                         28,616              28,447
                                                                                  -----------------   ------------------

NET INCOME                                                                                  52,902              51,127
DIVIDENDS ON PREFERRED STOCK                                                                  (480)               (384)
                                                                                  -----------------   ------------------
NET INCOME APPLICABLE TO COMMON SHARES                                            $         52,422    $         50,743
                                                                                  =================   ==================

BASIC EARNINGS PER SHARE                                                          $           1.46    $           1.32
                                                                                  =================   ==================
NUMBER OF SHARES USED IN BASIC EARNINGS PER SHARE
     CALCULATIONS                                                                           35,832              38,573
                                                                                  =================   ==================

DILUTED EARNINGS PER SHARE                                                        $           1.43    $           1.28
                                                                                  =================   ==================

NUMBER OF SHARES USED IN DILUTED EARNINGS PER SHARE
     CALCULATIONS                                                                           37,093              39,928
                                                                                  =================   ==================

DIVIDENDS PER COMMON SHARE                                                        $           0.45    $           0.36
                                                                                  =================   ==================


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






                  DELTA AND PINE LAND COMPANY AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            FOR THE NINE MONTHS ENDED
                                 (in thousands)
                                   (Unaudited)

                                                                                                
                                                                              May 31,             May 31,
                                                                               2006                 2005
                                                                         ------------------   -----------------

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                            $         52,902     $         51,127
   Adjustments to reconcile net income to net cash provided by operating
      activities:
       Depreciation and amortization                                                7,027                6,461
       Loss (gain) on sale of assets                                                   54                 (309)
       In-process research and development and related charges                      7,042                    -
       Excess tax benefits from stock-based compensation arrangements              (1,285)                   -
       Equity in net loss of affiliate                                              2,415                2,167
       Foreign exchange loss (gain)                                                   374                  (95)
       Accretion of debt discount                                                     340                  583
       Minority interest in earnings of subsidiaries                                  394                1,951
       Stock-based compensation expense                                             2,493                   67
       Change in deferred income taxes                                             (4,301)               4,574
       Changes in assets and liabilities:
              Receivables                                                         (86,467)             (72,774)
              Inventories                                                          (5,978)               1,595
              Prepaid expenses                                                      1,020                  897
              Intangibles and other assets                                             50                 (382)
              Accounts payable                                                     (9,424)             (12,351)
              Accrued expenses                                                    107,056               54,853
              Income taxes payable                                                 19,644               13,494
                                                                         ------------------   -----------------
              Net cash provided by operating activities                            93,356               51,858
                                                                         ------------------   -----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment                                              (6,246)              (5,129)
  Sale of investments and property                                                     72                  433
  Acquisition of business and in-process research and development and
    related charges                                                                (9,662)                   -
  Investment in affiliate                                                          (2,325)              (2,230)
                                                                         ------------------   -----------------
              Net cash used in investing activities                               (18,161)              (6,926)
                                                                         ------------------   -----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments of short-term debt                                                     (51,049)                   -
  Dividends paid                                                                  (16,589)             (14,044)
  Proceeds from short-term debt                                                    45,000                    -
  Minority interest in dividends paid by subsidiary                                     -               (1,318)
  Payments to acquire treasury stock                                              (17,333)             (82,561)
  Proceeds from exercise of stock options                                          11,572               13,176
  Excess tax benefits from stock-based compensation arrangements                    1,285                    -
                                                                         ------------------   -----------------
              Net cash used in financing activities                               (27,114)             (84,747)
                                                                         ------------------   -----------------

EFFECTS OF FOREIGN CURRENCY EXCHANGE RATES                                           (138)               1,515

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                               47,943              (38,300)
CASH AND CASH EQUIVALENTS, August 31                                               93,075              149,587
                                                                         ------------------   -----------------
CASH AND CASH EQUIVALENTS, May 31                                        $        141,018     $        111,287
                                                                         ==================   =================

SUPPLEMENTAL CASH FLOW INFORMATION:
   Cash paid during the nine months for:
      Interest, net of capitalized interest                              $            238     $              -
      Income taxes paid                                                  $         12,381     $          9,261

   Noncash financing activities:
      Tax benefit of equity awards                                       $          2,067     $          2,518


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




                  DELTA AND PINE LAND COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

The accompanying  unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
(GAAP) for  interim  financial  information  and Article 10 of  Regulation  S-X.
Accordingly,  they do not include all of the information and footnotes  required
by GAAP for complete  financial  statements.  In the opinion of management,  all
adjustments  (consisting of normal recurring accruals)  considered necessary for
the  fair  presentation  of the  consolidated  financial  statements  have  been
included.  The  business  of Delta and Pine Land  Company  and its  subsidiaries
("D&PL";  or the  "Company")  is  seasonal  in  nature;  thus,  the  results  of
operations for the three and nine month periods ended May 31, 2006 and 2005, are
not  necessarily  indicative  of the results to be  expected  for the full year.
D&PL's investment in its 50%-owned  affiliate  DeltaMax Cotton, LLC ("DeltaMax")
is accounted for using the equity  method.  For further  information,  reference
should be made to the consolidated  financial  statements and footnotes  thereto
included in D&PL's Annual Report to Stockholders on Form 10-K for the year ended
August 31, 2005.

New Accounting Pronouncements

In February 2006, the FASB issued SFAS No. 155,  "Accounting  for Certain Hybrid
Financial  Instruments,  an  amendment  of SFAS No. 133 and SFAS No. 140." Among
other  changes,  SFAS No. 155 further  defines what  constitutes a derivative as
defined by SFAS No. 133, and  addresses  certain  measurement  issues  regarding
hybrid  financial  instruments.  SFAS No.  155 is  effective  for all  financial
instruments  acquired  or issued  after the  beginning  of the fiscal  year that
begins after  September  15,  2006.  The Company does not expect the adoption of
this  statement  to have a  material  impact  on D&PL's  consolidated  financial
statements.

In May  2005,  the FASB  issued  SFAS No.  154,  "Accounting  Changes  and Error
Corrections,  a  replacement  of APB Opinion No. 20 and SFAS No. 3". Among other
changes,  SFAS No. 154 requires that a voluntary change in accounting  principle
be applied  retrospectively with all prior period financial statements presented
based on the new accounting principle, unless it is impracticable to do so. SFAS
No. 154 provides  that (1) a change in method of  depreciating  or  amortizing a
long-lived  nonfinancial  asset  be  accounted  for  as  a  change  in  estimate
(prospectively) that was effected by a change in accounting  principle,  and (2)
correction of errors in previously issued financial  statements should be termed
a "restatement." SFAS No. 154 is effective for accounting changes and correction
of errors made in fiscal years  beginning  after  December 15, 2005. The Company
does not expect the  adoption  of this  statement  to have a material  impact on
D&PL's consolidated financial statements.

2. COMPREHENSIVE INCOME

Total comprehensive income for the three and nine months ended May 31, 2006 and
2005, was (in thousands):


                                                                                    
                                                            Three Months Ended                      Nine Months Ended
                                                   -------------------------------------  --------------------------------------
                                                         May 31,            May 31,             May 31,             May 31,
                                                          2006               2005                2006                2005
                                                   -----------------  ------------------  ------------------  ------------------

       Net income                                  $         47,678   $         36,284    $         52,902    $         51,127

       Other comprehensive (loss) income:
         Foreign currency translation
           (losses) gains                                      (995)               314                 (46)              2,832
         Net realized and unrealized
           (losses) gains on  hedging instruments               (85)               367                (169)                352
         Income tax benefit related to other
           comprehensive income                                 376               (182)                 76                (838)
                                                   -----------------  ------------------  ------------------  ------------------

       Other comprehensive (loss) income,
           net of tax                                          (704)               499                (139)              2,346
                                                   -----------------  ------------------  ------------------  ------------------
       Total comprehensive income                  $         46,974   $         36,783    $         52,763    $         53,473
                                                   =================  ==================  ==================  ==================


3. SEGMENT DISCLOSURES

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

D&PL's chief operating decision maker utilizes revenue  information in assessing
performance  and making overall  operating  decisions and resource  allocations.
Profit and loss  information  is  reported  by  segment  to the chief  operating
decision  maker and D&PL's Board of Directors.  The  accounting  policies of the
segments  are  substantially  the  same as those  described  in the  summary  of
significant  accounting policies in D&PL's Annual Report to Stockholders on Form
10-K filed for the year ended August 31, 2005.

Information about D&PL's segments for the three and nine month periods ended May
31, 2006 and 2005, is as follows (in thousands):


                                                                                     
                                                           Three Months Ended                      Nine Months Ended
                                                   ------------------------------------  --------------------------------------
                                                         May 31,            May 31,            May 31,             May 31,
                                                          2006               2005               2006                2005
                                                   -----------------  -----------------  ------------------  ------------------

       Net sales and licensing fees (by segment)
              Domestic                             $        276,055   $        194,042   $        385,665    $        302,702
              International                                  10,563              9,278             25,757              37,931
                                                   -----------------  -----------------  ------------------  ------------------
                                                   $        286,618   $        203,320   $        411,422    $        340,633
                                                   =================  =================  ==================  ==================

       Net sales and licensing fees
              Cottonseed                           $        272,002   $        188,386   $        391,104    $        319,493
              Soybean seed                                   14,432             14,390             18,810              19,216
              Other                                             184                544              1,508               1,924
                                                   -----------------  -----------------  ------------------  ------------------
                                                   $        286,618   $        203,320   $        411,422    $        340,633
                                                   =================  =================  ==================  ==================

       Operating income
              Domestic                             $         73,525   $         55,770   $         85,634    $         75,225
              International                                   1,768              2,173              1,099              10,363
                                                   -----------------  -----------------  ------------------  ------------------
                                                   $         75,293   $         57,943   $         86,733    $         85,588
                                                   =================  =================  ==================  ==================


4. STOCK-BASED COMPENSATION PLANS

Share-Based Payments.  Effective September 1, 2005, the Company adopted SFAS No.
123R utilizing the modified prospective approach. Under the modified prospective
approach,  SFAS  No.  123R  applies  to new  awards  and  to  awards  that  were
outstanding  on September 1, 2005 and are  subsequently  modified or  cancelled.
Additionally,  compensation  cost  for the  portion  of  awards  for  which  the
requisite  service  had not been  rendered  as of  September  1,  2005,  will be
recognized  over the  remaining  service  period  using  the  compensation  cost
calculated  for pro forma  disclosure  purposes  previously  under SFAS No. 123,
"Accounting  for Stock-Based  Compensation."  Prior periods were not restated to
reflect the impact of adopting  SFAS No.  123R.  The Company  elected to use the
alternative  (shortcut)  method to  determine  the amount of excess tax benefits
that would have been  recognized in additional  paid-in  capital had the Company
previously adopted SFAS No. 123 for recognition purposes.

Prior to the adoption of SFAS No. 123R, the Company accounted for employee stock
options and other  equity-based  compensation  awards using the intrinsic  value
method of accounting  prescribed by APB Opinion 25, "Accounting for Stock Issued
to Employees." No compensation expense was previously  recognized related to the
Company's stock options because the number of shares was fixed at the grant date
and each  option's  exercise  price was set at or above the stock's  fair market
value on the date the  option was  granted.  Under SFAS No.  123R,  the  Company
charged to income $852,000 of compensation expense for stock options, Restricted
Stock and Restricted  Stock Units in the third quarter of 2006 and $2.50 million
for the nine-month period ended May 31, 2006.

The 1995 Long-Term  Incentive  Plan, as amended and restated in March 2000, (the
"LTIP") allows for the awarding of stock options to officers,  key employees and
directors. Under the LTIP, options to purchase 5,120,000 shares (after effect of
stock splits) of common stock of D&PL were  available for grant.  Shares subject
to options and awards  which expire  unexercised  are  available  for new option
grants and awards  under the LTIP.  The  Compensation  Committee of the Board of
Directors   administers  the  Plan  and  has  sole   discretion   regarding  the
exercisability of the option grants.

The 2005 Omnibus Stock Plan ("2005 Stock Plan"), approved by the shareholders in
January 2005,  provides for the grant of (a) incentive  stock options as defined
in the  Internal  Revenue  Code of 1986,  as amended,  (b)  non-qualified  stock
options,  (c)  restricted  stock,  and (d)  restricted  stock  units  to  D&PL's
employees, independent contractors and members of the Board of Directors for the
purpose of  encouraging  share  ownership of D&PL.  Up to  4,500,000  shares are
available  for grants of awards  under the Plan.  The  maximum  number of shares
which may be issued for awards of restricted stock and restricted stock units is
2,100,000  shares and the  maximum for options is  2,400,000.  The  Compensation
Committee of the Board of Directors administers the Plan and has sole discretion
regarding the exercisability of the option grants. Any lapsed awards shall again
be available under this plan.

Options.  The Company determines the fair value of stock option awards using the
Black-Scholes  option-pricing  model.  Expected  volatilities  are  based on the
historical volatility of the Company's common stock. The Company uses historical
data to estimate share option exercise and employee  departure  behavior used in
the  Black-Scholes  option-pricing  model.  The expected  term of share  options
granted is derived from the output of the option  pricing  model and  represents
the period of time that share  options  granted are expected to be  outstanding.
The risk-free rate is based on yields of U.S.  Treasury  securities with similar
terms  as the  expected  life of the  options.  The  following  weighted-average
assumptions  were used to value D&PL's stock option  awards in the third quarter
of 2006: 6 year expected life;  expected  volatility of 24.3%; risk free rate of
4.79% and annual  dividends of $0.60 per share  during the expected  term of the
options. The weighted-average fair value of options awarded in the third quarter
of 2006 was $7.07.

The  Company  recognized  gross  compensation  cost  associated  with all of its
outstanding stock option awards of $425,000, prior to a tax benefit of $149,000,
in the third  quarter of 2006,  versus $0 in the prior year  period.  At May 31,
2006, there was  approximately  $2.2 million of unrecognized  compensation  cost
related to stock option awards,  net of an anticipated  tax benefit of $781,000,
which is expected to be recognized over the remaining employees' service periods
over a weighted-average period of two years.

All  outstanding  options have a  contractual  term of 7 to 10 years.  All stock
option  awards  made prior to May 18,  2005 became  exercisable  ratably  over a
five-year  service  period.  Stock  option  awards  made on May 18,  2005 become
exercisable 45 days after  issuance.  Stock option awards made subsequent to May
18, 2005 become exercisable ratably over a five-year service period.  Under both
the  LTIP  and the  2005  Stock  Plan,  all  outstanding  stock  options  become
exercisable  immediately  upon a change in  control of the  Company.  There were
approximately 2.3 million stock options available for grant at May 31, 2006.

The following table  represents  stock option activity for the quarter ended May
31, 2006:


                                                                            
                                        Number of                                        Intrinsic
                                         Shares                 Price Range                Value
                                      --------------     --------------------------    --------------
Outstanding at February 28, 2006          3,709,040          $ 15.61        $47.31
Granted                                      33,325            22.51         29.75
Exercised                                  (490,049)           15.61         27.56
Lapsed or canceled                           (1,000)           17.85         17.85
                                      --------------     ------------    ----------
Outstanding at May 31, 2006               3,251,316          $ 16.91        $47.31      $ 16,639,000
                                      ==============     ============    ==========    ==============
Exercisable at May 31, 2006               2,891,879          $ 16.91        $47.31      $ 14,418,000
                                      ==============                                   ==============


The  following  table  summarizes  certain  information  about  outstanding  and
exercisable stock options at May 31, 2006:


                                                                            
                                       Options Outstanding                             Options Exercisable
                          ----------------------------------------------------    ---------------------------------
                                            Weighted Average        Weighted                           Weighted
                                               Remaining             Average                            Average
   Exercise Price                           Contractual Life        Exercise                           Exercise
       Range                  Number            in Years              Price            Number            Price
---------------------     -------------    -------------------    -------------    --------------    -------------
  $16.91 - $19.99            1,429,399            4.3                 $  19.03         1,274,372         $  19.10
  $20.00 - $29.99            1,552,576            4.8                 $  26.18         1,348,166         $  26.35
  $30.00 - $39.99              267,341            5.3                 $  31.51           267,341         $  31.51
  $40.00 - $47.31                2,000            2.2                 $  47.31             2,000         $  47.31
                          -------------                                            --------------
                             3,251,316            4.7                 $  23.29         2,891,879         $  23.55
                          =============                                            ==============

Restricted Stock and Restricted Stock Units. In the third quarter of 2006, 3,668
shares of Restricted  Stock or Restricted  Stock Units were granted to employees
(3,530 shares of Restricted  Stock) or directors (138 Restricted Stock Units for
dividends on previously issued Restricted Stock Units),  with total compensation
cost of  approximately  $101,000  determined  based on the  market  price of the
Company's   common  stock  at  the  time  of  award  and  considering   dividend
restrictions and expected  forfeitures.  Compensation cost will be recognized as
expense ratably over the three-year vesting period.

For  the  three  months  ended  May  31,  2006,  the  Company  recognized  gross
compensation  cost  associated  with all of its Restricted  Stock and Restricted
Stock  Units  awards  of  approximately  $427,000,  prior  to a tax  benefit  of
$149,000,  versus $67,000,  prior to a tax benefit of $24,000, in the prior year
period.  At May 31, 2006,  there was $2.7 million of  unrecognized  compensation
cost related to shares of Restricted  Stock and Restricted  Stock Units which is
expected to be recognized, net of an anticipated tax benefit of $959,000, over a
weighted-average period of two years.



There were  approximately  1.9 million shares available for grants of Restricted
Stock and  Restricted  Stock Units at May 31,  2006.  The  following  represents
Restricted  Stock and Restricted  Stock Units activity for the quarter ended May
31, 2006:


                                                                                           
                                                 Restricted Stock                         Restricted Stock Units
                                        ------------------------------------     -----------------------------------------
                                                            Weighted Avg.                                 Weighted Avg.
                                          Number of        Grant Date Fair       Number of Shares        Grant Date Fair
                                           Shares               Value                                         Value
                                        --------------     -----------------     ------------------     ------------------
Non-vested at February 28, 2006                150,221          $25.06                      24,409              $26.27
Granted                                          3,530           28.48                         138               27.08
Vested                                         (55,938)          25.22                      (9,816)              26.27
Forfeited                                       (2,241)          25.22                           -                  -
                                        --------------                           ------------------
Non-vested at May 31, 2006                      95,572          $25.35                      14,731              $26.28
                                        ==============                           ==================




The following  table  illustrates for the three and nine month periods ended May
31,  2005 the effect on  operating  results  and per share  information  had the
Company accounted for share-based  compensation in accordance with SFAS No. 123R
(in thousands):


                                                                                  
                                                                 Three Months Ended       Nine Months Ended
                                                               -----------------------  -----------------------
                                                                       May 31,                  May 31,
                                                                        2005                     2005
                                                               -----------------------  -----------------------
       Net Income:
         As reported                                           $         36,284         $         51,127
         Add:  Total stock-based compensation expense
                    included in reported net income, net of
                    related tax effects                                      43                       43

         Less: Total stock-based compensation expense
                    determined under the fair value based
                    method for all awards, net of related tax
                    effects                                              (1,357)                  (2,788)
                                                               -----------------------  -----------------------
       Pro forma                                               $         34,970         $         48,382
                                                               =======================  =======================

       Basic earnings per share:
         As reported                                           $           0.94         $           1.32
                                                               =======================  =======================
         Pro forma                                             $           0.91         $           1.24
                                                               =======================  =======================

       Diluted earnings per share:
         As reported                                           $           0.91         $           1.28
                                                               =======================  =======================
         Pro forma                                             $           0.88         $           1.22
                                                               =======================  =======================


5.  INVENTORIES

Inventories consisted of the following as of (in thousands):


                                                                                                  
                                                             May 31,            August 31,             May 31,
                                                              2006                2005                  2005
                                                        ------------------   -----------------    -----------------

Finished goods                                          $         28,137     $         19,713     $         21,367
Raw materials                                                     18,616               13,156               15,955
Growing crops                                                        959                  818                  749
Supplies                                                             876                1,101                1,124
                                                        ------------------   -----------------    -----------------
                                                                  48,588               34,788               39,195
Less reserves                                                    (15,804)              (8,163)             (10,096)
                                                        ------------------   -----------------    -----------------
                                                        $         32,784     $         26,625     $         29,099
                                                        ==================   =================    =================


Finished  goods and raw  material  inventory  are valued at the lower of average
cost or  market.  Growing  crops  are  recorded  at  cost.  Elements  of cost in
inventories  include  raw  materials,  direct  production  costs,  manufacturing
overhead and immaterial general and administrative expenses.  Inventory reserves
relate to  estimated  damaged,  obsolete  and excess  inventory.  The  provision
recorded for damaged,  obsolete and excess  inventory for the quarters ended May
31, 2006 and 2005 was approximately $7.7 million and $5.9 million, respectively.
The  provision  recorded for  damaged,  obsolete  and excess  inventory  for the
nine-month  periods ended May 31, 2006 and 2005 was approximately  $11.1 million
and  $9.8  million,  respectively.  See  Note  9 for a  description  of  hedging
activities related to inventory.

6. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following as of (in thousands):


                                                                                              
                                                             May 31,             August 31,            May 31,
                                                              2006                 2005                  2005
                                                        ------------------   -----------------    -----------------

Land and improvements                                   $          6,432     $          6,263     $          6,266
Buildings and improvements                                        44,980               43,018               43,607
Machinery and equipment                                           66,726               63,142               63,258
Germplasm                                                          7,500                7,500                7,500
Breeder and foundation seed                                        2,000                2,000                2,000
Construction in progress                                           1,089                2,564                1,764
                                                        ------------------   -----------------    -----------------
                                                                 128,727              124,487              124,395
Less accumulated depreciation                                    (68,949)             (64,329)             (63,140)
                                                        ------------------   -----------------    -----------------
                                                        $         59,778     $         60,158     $         61,255
                                                        ==================   =================    =================


Depreciation  expense  during  the  quarters  ended  May 31,  2006  and 2005 was
approximately $2.4 million and $2.1 million, respectively.  Depreciation expense
during the nine-month periods ended May 31, 2006 and 2005 was approximately $6.6
million and $6.2 million, respectively.

7.  INTANGIBLES

The  components  of  identifiable  intangible  assets  were as follows as of (in
thousands):


                                                                                                   
                              May 31, 2006                         August 31, 2005                           May 31, 2005
                     ----------- --- ---------------      -------------- --- ----------------      ------------- -- ----------------
                       Gross                                 Gross                                    Gross
                      Carrying        Accumulated           Carrying          Accumulated            Carrying        Accumulated
                       Amount         Amortization           Amount           Amortization            Amount         Amortization
                     -----------     ---------------      --------------     ----------------      -------------    ----------------
Trademarks            $   3,182          $  (1,017)           $   3,182          $     (958)           $  3,182         $     (938)
Commercialization
agreements                  400               (142)                 400                (121)                400               (114)
Licenses                  3,229               (275)               1,100                (192)              1,350               (165)
Patents                   2,029               (136)               1,640                (116)              1,104               (108)
Other                     2,112             (1,212)               2,096              (1,071)              2,110             (1,024)
                     -----------     ---------------      --------------     ----------------      -------------    ----------------
                      $  10,952          $  (2,782)           $   8,418          $   (2,458)           $  8,146         $   (2,349)
                     ===========     ===============      ==============     ================      =============    ================


Amortization  expense for  identifiable  intangible  assets  during the quarters
ended  May  31,  2006  and  2005  was   approximately   $110,000  and  $100,000,
respectively. Amortization expense for identifiable intangible assets during the
nine-month  periods ended May 31, 2006 and 2005 was  approximately  $377,000 and
$300,000,  respectively.  Identifiable  intangible asset amortization expense is
estimated to be $100,000 for the remainder of 2006, $320,000 in fiscal year 2007
and $400,000 in each of the fiscal years from 2008 to 2011.

On December 29, 2005,  D&PL  acquired  Vikki's  Agrotech  Pvt.  Ltd.,  an Indian
cottonseed  company,  for cash of  approximately  $2.6  million.  The results of
Vikki's  operations  have been  included in D&PL's  consolidated  statements  of
operations from the date of acquisition.  The initial allocation of the purchase
price  resulted in no goodwill  and  approximately  $2.3  million  allocated  to
licenses.  Pro forma results of operations for the  nine-month  period ended May
31, 2006, if the acquisition had occurred at the beginning of the period,  would
not have been  materially  different  than reported  results for the  nine-month
period.

On May 22, 2006, D&PL announced the acquisition of Syngenta's global cotton seed
assets, comprised of operations and assets in India, Brazil, Europe, and certain
cotton germplasm in the United States.  The primary assets include  conventional
and  transgenic  germplasm  containing  Syngenta's  VipCot(TM)  insect-resistant
cotton  genes.  D&PL  acquired  a  license  to  VipCot  in 2004 and  expects  to
commercialize  varieties  containing  these  traits in 2008 or 2009,  subject to
receiving regulatory approvals. As a result of this transaction, D&PL incurred a
pre-tax  charge of $7.0  million,  or $0.12 per  diluted  share,  related to the
write-off  of  in-process  research  and  development  (IPR&D)  acquired  in the
transaction and related transaction costs during the third quarter.


8. INVESTMENT IN AFFILIATE

D&PL owns a 50% interest in DeltaMax Cotton,  LLC, a limited  liability  company
jointly owned with Verdia,  Inc.  Verdia was acquired by DuPont on July 2, 2004.
Established  in May 2002,  the  DeltaMax  joint  venture  was  formed to create,
develop and commercialize herbicide tolerant and insect resistant traits for the
cottonseed  market.  D&PL has licensed from  DeltaMax the  developed  traits for
commercialization in both the U.S. and other  cotton-producing  countries in the
world.  For the quarters  ended May 31, 2006 and 2005,  D&PL's equity in the net
loss of DeltaMax was approximately $821,000 and $781,000,  respectively. For the
nine-month periods ended May 31, 2006 and 2005, D&PL's equity in the net loss of
DeltaMax was approximately $2.4 million and $2.2 million respectively.

9. DERIVATIVE FINANCIAL INSTRUMENTS

Accumulated  other  comprehensive  loss  includes the  following  related to the
Company's soybean hedging program for the nine-month  periods ended May 31, 2006
and 2005 (in thousands):


                                                                                                       
                                                                                      2006                   2005
                                                                               -------------------    -------------------

       Deferred net gain (loss), as of August 31                               $            224       $           (134)

             Net gains (losses) on hedging instruments arising during the
                nine months                                                                   4                   (177)
             Reclassification adjustment of (gains) losses on hedging
                instruments to earnings                                                    (173)                   436
                                                                               -------------------    -------------------
       Net change in accumulated other comprehensive loss                                  (169)                   259
                                                                               -------------------    -------------------
       Deferred net gain on derivative instruments included in accumulated
             other comprehensive loss at May 31                                $             55       $            125
                                                                               ===================    ===================


The deferred net gain of $55,000  included in  accumulated  other  comprehensive
loss at May 31, 2006 is a net unrealized  gain. The deferred net unrealized gain
will be  recognized  in  earnings  within the next  twelve to  eighteen  months;
however, the actual amount that will be charged to earnings may vary as a result
of changes in market conditions.

For the nine-month  periods ended May 31, 2006 and 2005,  D&PL recorded no gains
or losses in earnings as a result of hedge  ineffectiveness or discontinuance of
cash flow hedges related to soybeans.

10. COMMITMENTS AND CONTINGENCIES

Product Liability Claims

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

Other Legal Matters

On  December  9,  2003,  Bayer  BioScience  N.V.  and  Bayer   CropScience  GmbH
(collectively  "Bayer") filed a suit in the Federal Court of Australia  alleging
that the  importing,  exporting,  selling and other  alleged  uses by  Deltapine
Australia  Pty  Ltd.,  D&PL's  wholly-owned  Australian  subsidiary  ("Deltapine
Australia"),  of Bollgard II(R) cottonseed  infringes Bayer's  Australian patent
that  claims  an  alleged  invention  entitled   "Prevention  of  Bt  Resistance
Development."  The suit seeks an  injunction,  damages and other relief  against
Deltapine Australia. Deltapine Australia disputes the validity, infringement and
enforceability  of  Bayer's  patent.  On April  16,  2004,  Deltapine  Australia
responded to the suit, denying  infringement and asserting  affirmative defenses
and cross claims. The suit is in pretrial proceedings. Due to the status of this
matter,  management is presently unable to determine the impact, if any, of this
matter on the consolidated financial statements.

In July 2003, D&PL received a notice from Monsanto asserting that disputes exist
among Monsanto,  D&PL and D&M Partners, a partnership of D&PL (90%) and Monsanto
(10%),  pertaining to matters under the Bollgard and Roundup Ready  Licenses for
the United  States and matters under  license  agreements  for Argentina and the
Republic of South  Africa.  In August 2003,  D&PL and D&M Partners  responded to
Monsanto's positions on each issue and notified Monsanto of additional disputes,
each concerning  Monsanto's  compliance with its obligations  under the Bollgard
and Roundup Ready Licenses for the United States. In accordance with the dispute
resolution provisions of the subject agreements,  the issues raised in Monsanto,
D&PL and D&M Partners'  notices were  submitted to a panel of senior  executives
(the "Executive Panel"). Monsanto subsequently withdrew from the Executive Panel
the issue involving the license  agreements for the Republic of South Africa and
submitted to the Executive Panel one additional issue of  interpretation  of the
Bollgard and Roundup Ready Licenses for the United  States.  Issues arising from
operations in Argentina and issues  involving  technology fees and interest have
been settled and are no longer in dispute.  On May 20, 2004,  Monsanto submitted
to  arbitration  before  the  American   Arbitration   Association  ("AAA")  two
unresolved issues:  whether D&M Partners has paid Monsanto all royalties due and
whether D&PL has made unauthorized  transfers of materials  containing  Monsanto
technology.  In this arbitration  proceeding,  Monsanto seeks an adjudication of
its alleged  right to  terminate  the Bollgard and Roundup  Ready  Licenses,  to
dissolve D&M Partners,  to obtain an accounting and to receive  monetary damages
and a return or destruction of materials containing Monsanto technologies.  D&PL
denies the claims asserted by Monsanto in the  arbitration  filing and has filed
appropriate  responses to Monsanto's claims and filed three  counterclaims based
on the  issues  submitted  by D&PL to the  Executive  Panel.  The  parties  have
completed  discovery and have filed motions for summary  disposition on specific
issues. The Arbitration Panel has set an August 2006 final hearing date.

On February 17, 2006,  D&PL submitted an issue for resolution  under the dispute
resolution  process  under the 1996 Option  Agreement and the 2002 Bollgard Gene
License.  This dispute involves whether  Monsanto's  implementation  of a farmer
licensing  system for the Bollgard Gene technology in Brazil violates D&PL's and
its local  affiliate's  rights to an exclusive  license to develop,  produce and
sell Bollgard  planting seed in Brazil. In response to D&PL's submission of this
dispute to the alternative  dispute  resolution,  on February 23, 2006, Monsanto
filed a suit for declaratory  judgment in the Circuit Court of St. Louis County,
Missouri,  for the court to determine the issues in dispute.  D&PL believes that
this suit is barred by the binding alternative dispute resolution  provisions in
the subject  contracts and that the issue of submission to Arbitration  has been
resolved by the below described decision of the Delaware Court.

On March 1, 2006,  D&PL filed a suit against  Monsanto in the Chancery  Court of
New Castle County, Delaware,  seeking to enjoin Monsanto's implementation of the
new farmer  licensing  system for Brazil  pending the  resolution  of the issues
submitted to the Executive Panel. D&PL's motion for a preliminary injunction was
denied; however, the Delaware Court granted D&PL's motion to compel arbitration.
On March 27, 2006,  D&PL submitted to arbitration  before the AAA the dispute on
whether  Monsanto's  implementation of a farmer licensing system is in violation
of D&PL's and its affiliate's rights to an exclusive license to develop, produce
and sell Bollgard planting seed in Brazil. As part of this arbitration,  D&PL is
seeking to enjoin  Monsanto's  implementation of its farmer licensing system and
for  damages  incurred  by D&PL and its  affiliate.  The  Arbitration  Panel has
scheduled a hearing on D&PL's request for a preliminary  injunction in July 2006
and a final hearing in November 2006. D&PL is committed to participating in good
faith  resolution of this dispute through  arbitration.  MDM Sementes de Algodao
Limitada,  D&PL's  affiliate in Brazil,  is proceeding  with a planned launch of
sales of cotton seed containing  Bollgard technology in Brazil in the 2006 sales
season.

On March 31, 2005 and May 4, 2006, D&PL submitted the disputes  involving D&PL's
right to  exclusive  licenses to Bollgard  technology  in two Ex-U.S.  countries
under the 1996 Option  Agreement  between Monsanto and D&PL for resolution by an
Executive Panel.

On  February  20,  2006,  D&PL  submitted  two  additional  issues  for  dispute
resolution before an Executive Panel; one dispute under the most favored license
provisions  of the U.S.  Bollgard  License and the other  under  confidentiality
provisions of the U.S.  Bollgard and Roundup Ready  Licenses.  These issues have
not been resolved through the Executive Panel.

On June 16,  2006,  D&PL  submitted  to  arbitration  before  the AAA the issues
involving  D&PL's rights to exclusive  rights to Bollgard  technology in the two
Ex-U.S.  countries and D&PL's rights to more  favorable  license terms under its
U.S. Bollgard and Bollgard II licenses.

On February 28, 2006,  D&PL filed suit in the Circuit  Court of Dunklin  County,
Missouri,  seeking  to  recover  Soybean  Seed  Services  Fees in the  amount of
approximately  $2,200,000 which Monsanto has refused to pay D&PL with respect to
soybean seed containing  Monsanto's Roundup Ready technology sold by D&PL during
the 2005 planting season. The suit also seeks a declaratory judgment that D&PL's
royalties under its Roundup Ready Soybean License have been correctly calculated
and paid during the years 2002-2005. This case is in pretrial proceedings.

Due to the status of the various matters  concerning  Monsanto  discussed above,
management   is  unable  to  determine  the  impact  of  these  matters  on  the
consolidated financial statements.


D&PL vs. Monsanto Company and Pharmacia Corporation

On December  20,  1999,  Monsanto  withdrew its  pre-merger  notification  filed
pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR Act")
effectively  terminating  Monsanto's efforts to gain government  approval of the
merger of Monsanto with D&PL under the May 8, 1998 Merger Agreement. On December
30,  1999,  D&PL filed suit in the First  Judicial  District of Bolivar  County,
Mississippi,  seeking,  among  other  things,  the  payment  of the $81  million
termination fee due pursuant to the Merger Agreement,  compensatory  damages and
punitive  damages.  On January 2, 2000,  D&PL and Monsanto  reached an agreement
whereby D&PL would  withdraw  the suit,  without  prejudice,  for the purpose of
negotiating a settlement of D&PL's claims,  and Monsanto would  immediately  pay
the $81 million.  On January 3, 2000,  Monsanto paid to D&PL the termination fee
of $81 million as required by the Merger  Agreement.  On January 18, 2000, after
unsuccessful  negotiations,  D&PL re-filed its suit.  D&PL seeks in excess of $1
billion in  compensatory  and $1 billion in  punitive  damages for breach of the
Merger Agreement between the parties.

On September 12, 2003, Monsanto amended its answer to include four counterclaims
against D&PL.  Monsanto is seeking  unspecified  damages for its  counterclaims,
including  the $81 million  paid by Monsanto  to D&PL as a  termination  fee and
related expenses.  D&PL answered the counterclaims,  denying all liability,  and
D&PL  intends to  vigorously  defend  itself  against  these  counterclaims.  On
December 21, 2004,  Monsanto  filed a motion to amend its answer to withdraw two
of its four counterclaims.

On  February  17,  2005,  D&PL filed a motion  with the trial court to amend its
complaint to add a claim  against  Monsanto for  fraudulently  inducing  D&PL to
extend the  deadline  to  complete  the merger with  Monsanto.  The  Mississippi
Supreme Court has stayed the  proceedings in this case pending the resolution of
two  interlocutory  appeals filed by D&PL. Oral arguments before the Mississippi
State  Supreme  Court are set for  August  15,  2006.  Due to the status of this
matter,  management  is unable to  determine  the  impact of this  matter on the
consolidated financial statements.

11. EARNINGS PER SHARE

Dilutive  common share  equivalents  consist of both D&PL's Series M Convertible
Non-Voting  Preferred  shares and the  outstanding  options to  purchase  D&PL's
common  stock and  Restricted  Stock and  Restricted  Stock Units that have been
issued under the 1995 Long-Term  Incentive Plan and the 2005 Omnibus Stock Plan.
Approximately 498,000 and 542,000 outstanding stock options were not included in
the computation of diluted earnings per share for the three months ended May 31,
2006 and 2005, respectively, and approximately 1,483,000 and 204,000 outstanding
stock options were not included in the computation of diluted earnings per share
for the nine  months  ended May 31,  2006 and 2005,  respectively,  because  the
exercise price exceeded the average market price of D&PL's common stock for each
respective  reporting date.  These excluded options expire at various dates from
2007 to 2015.






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


                                                                                                     
       (in thousands, except per share amounts)            For the Three Months Ended             For the Nine Months Ended
                                                       -----------------------------------   -------------------------------------
                                                           May 31,            May 31,             May 31,             May 31,
                                                             2006              2005                2006                2005
                                                       -----------------  ----------------   -----------------  ------------------
       Income:
       Net income                                      $         47,678   $         36,284   $         52,902   $         51,127
       Less:  Preferred stock dividends                            (160)              (128)              (480)              (384)
                                                       -----------------  ----------------   -----------------  ------------------
       Net income for basic EPS                        $         47,518   $         36,156   $         52,422   $         50,743
       Effect of Dilutive Securities:
       Convertible preferred stock dividends                        160                128                480                384
                                                       -----------------  ----------------   -----------------  ------------------
       Net income available to common
          stockholders plus assumed conversions - for
          diluted EPS                                  $         47,678   $         36,284   $         52,902   $         51,127
                                                       =================  ================   =================  ==================

       Shares:
       Basic EPS shares                                          35,734             38,416             35,832             38,573
       Effect of Dilutive Securities:
          Options to purchase stock                                 317                356                194                288
          Restricted Stock and Restricted Stock Units                 5                  -                  -                  -
          Convertible preferred stock                             1,067              1,067              1,067              1,067
                                                       -----------------  ----------------   -----------------  ------------------
       Diluted EPS shares                                        37,123             39,839             37,093             39,928
                                                       =================  ================   =================  ==================

       Per Share Amounts:
       Basic                                           $           1.33   $           0.94   $           1.46   $           1.32
                                                       =================  ================   =================  ==================
       Diluted                                         $           1.28   $           0.91   $           1.43   $           1.28
                                                       =================  ================   =================  ==================


12. EMPLOYEE BENEFIT PLANS

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.  D&PL's funding policy is
to make contributions to the Plan that are at least equal to the minimum amounts
required to be funded in accordance with the provisions of ERISA.

Effective  January 1992, D&PL adopted a Supplemental  Executive  Retirement Plan
(the "SERP"),  which will pay supplemental pension benefits to certain employees
whose benefits from the Plan were decreased as a result of certain  changes made
to the Plan. The benefits from the SERP will be paid in addition to any benefits
the  participants  may  receive  under  the Plan and will be paid  from  Company
assets, not Plan assets.  For further  information about D&PL's employee benefit
plans,  reference  should  be  made to  Note  11 to the  consolidated  financial
statements  contained  in D&PL's  Annual  Report on Form 10-K for the year ended
August 31, 2005.

The components of net periodic  pension  expense for D&PL's Plan and SERP follow
as of (in thousands):


                                                                                                             
                                                                 Pension                                     SERP
                                                            Three Months Ended                        Three Months Ended
                                                  ---------------------------------------   ---------------------------------------
                                                       May 31,              May 31,              May 31,              May 31,
                                                        2006                 2005                 2006                 2005
                                                  ------------------   ------------------   ------------------   ------------------

Service cost                                      $            273     $            213     $              -     $              -
Interest cost                                                  287                  274                    8                    9
Expected return on assets                                     (295)                (272)                  (6)                  (6)
Amortization of prior service cost                               4                    1                    -                    -
Recognized net actuarial loss (gain)                           180                  101                   14                   (1)
                                                  ------------------   ------------------   ------------------   ------------------
Net periodic pension expense                      $            449     $            317     $             16     $              2
                                                  ==================   ==================   ==================   ==================



                                                                 Pension                                     SERP
                                                            Nine Months Ended                         Nine Months Ended
                                                  ---------------------------------------   ---------------------------------------
                                                       May 31,              May 31,              May 31,              May 31,
                                                        2006                 2005                 2006                 2005
                                                  ------------------   ------------------   ------------------   ------------------

Service cost                                      $            819     $            639     $              -     $              -
Interest cost                                                  862                  822                   24                   27
Expected return on assets                                     (885)                (816)                 (18)                 (20)
Amortization of prior service cost                              11                    3                    -                    -
Recognized net actuarial loss (gain)                           540                  303                   42                   (3)
                                                  ------------------   ------------------   ------------------   ------------------
Net periodic pension expense                      $          1,347     $            951     $             48     $              4
                                                  ==================   ==================   ==================   ==================



The amount of the minimum  pension  liability that is recorded as a component of
Accrued Expenses at May 31, 2006 was $7.1 million.  As of May 31, 2006, D&PL had
not made any  contributions  to the  Plan;  however,  on June 27,  2006,  a $3.7
million contribution was made to the Plan.

As of May 31, 2006, no contributions  have been made to the SERP. D&PL presently
does not anticipate contributing any amounts to the SERP in 2006.

13. CREDIT FACILITY

On April  15,  2005,  D&PL  and  certain  of its  subsidiaries  entered  into an
unsecured $75 million  credit  agreement (the "Credit  Agreement")  with Bank of
America,  N.A.  (the  "Bank").  The  Credit  Agreement  provides  for  unsecured
revolving  loans up to a maximum  aggregate  amount  outstanding of $75 million,
plus  Letters of Credit  which were  outstanding  prior to the  execution of the
Credit  Agreement  in the  amount  of  approximately  $2  million.  Of the total
commitment,  $50 million represents a seasonal commitment available from October
to July of each year. The Credit  Agreement was originally set to expire on July
31, 2006.  However,  on December 5, 2005,  pursuant to the Company's  request as
provided for in the Credit Agreement,  the Company and the Bank agreed to extend
the Credit Agreement until July 31, 2007, at which time all outstanding  amounts
under the Credit  Agreement  will be due and payable,  subject to the  Company's
right to request an additional  one-year  extension and the Bank's acceptance of
that request.

In  general,  borrowings  under the Credit  Agreement  bear  interest  at a rate
calculated  according to a Eurodollar  rate,  plus .55%. The Eurodollar  rate is
generally  the 30-day,  60-day or 90-day LIBOR rate.  The Company is required to
pay an annual fee of 0.125% of the daily-unused portion of the Credit Agreement.
The primary financial covenant requires the Company's funded  indebtedness under
the Credit Agreement to not exceed 50% of certain current and long-term  assets,
defined  in the  Credit  Agreement  and  determined  as of the  last day of each
quarter.

During the quarter ended May 31, 2006, the Company  borrowed  approximately  $45
million,  which was fully repaid by May 31, 2006. As of May 31, 2006, there were
zero borrowings outstanding under the Credit Agreement,  except for the existing
Letters of Credit discussed above.

14. SUBSEQUENT EVENTS

Effective June 30, 2006, D&PL acquired  several  licenses from DuPont (NYSE: DD)
subsidiary Pioneer Hi-Bred  International,  Inc.,  including its OptimumTM GATTM
herbicide  tolerance  technology  for cotton  globally and soybeans in the U.S.,
enabling the Company to enhance its product portfolio. Additionally, the Company
has acquired  licenses for other  products  developed by DuPont's  biotechnology
research program and certain enabling  technologies for use in cotton,  soybeans
and other crops.

The OptimumTM GATTM trait developed by DuPont will provide farmers with expanded
weed control  options and is expected to help  optimize  yield.  This  herbicide
tolerance   technology   makes  plants  tolerant  to  both  glyphosate  and  ALS
herbicides,  including  sulfonylureas.  Previously,  DuPont  announced  plans to
commercialize  OptimumTM  GATTM in  Pioneer(R)  brand corn and soybeans and also
secured significant global outlicense  agreements.  D&PL and DuPont, through its
subsidiary Pioneer Hi-Bred International, Inc., are partners in a joint venture,
DeltaMax  Cotton LLC,  which was initially  formed to develop and  commercialize
glyphosate  tolerance  technology in cotton.  The Company also announced that it
has reached an agreement to license  select  soybean lines suitable for planting
in the Southern  soybean  market through the  involvement of GreenLeaf  Genetics
LLC.

D&PL paid  DuPont  $20.5  million  pursuant  to the  transaction  and expects to
account  for this  transaction  in the  fourth  quarter  as an IPR&D  write-off.
Technology  fee  sharing  for the  OptimumTM  GATTM  technology  for  cotton  is
essentially  consistent  with the existing  terms in the DeltaMax  Collaboration
agreement.


Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations

OVERVIEW/OUTLOOK

Our revenues for the third  quarter of 2006  represent the highest of any single
quarter in the Company's  history.  Net income for the quarter is second only to
the second  quarter of 2000,  the  quarter in which we  received  an $81 million
termination  payment  from  Monsanto  related to a failed  merger.  These record
results are driven by an  increase in planted  acreage and an increase in market
share in the key  markets  east of Texas,  resulting  in an increase in domestic
cottonseed  units sold over the prior  year.  Additionally,  our  revenues  were
positively impacted by higher technology fees per unit and a sales mix change to
more   premium-priced,   stacked-trait   units.  Seed  treatment  revenues  were
positively  impacted by the  introduction  of the  AVICTA(TM)  Complete Pak from
Syngenta and  increased  sales of  Gaucho(TM)  from Bayer and other premium seed
treatments.  The  increase  in  domestic  units  sold in the third  quarter  was
partially  driven by a shift in sales from the second quarter,  as our customers
finalized their planting decisions on treatment options. However, domestic units
sold in the  year-to-date  nine month  period  also  exceeded  those of the same
period in the prior year, and we anticipate  that full year results will show an
overall increase in unit sales over 2005.

On June 30, 2006, the USDA released its planted acreage report,  which reflected
15.3 million acres of overall  cotton  plantings in the U.S., a 7% increase,  or
1.1 million acres,  over the 2005 crop year.  This report  indicated an increase
over the USDA's March 31, 2006 Prospective  Plantings report which had estimated
the U.S.  cotton  acres to be 14.6  million.  The June 30th report  reflected an
increase in the higher value  Mid-South and  Southeast  regions of 580,000 acres
over  2005 and an  increase  of  245,000  over the March  31,  2006  Prospective
Plantings  report.  The report  indicated that the Southwest region (TX, OK, NM)
increased  500,000 acres over 2005  plantings  which  represented an increase of
400,000 acres over the March intentions.  Western plantings of extra-long staple
Pima  cottons are expected to be up over 2005 by 66,000 acres and up 2,000 acres
over the March 2006 report.

Our view of the impact on our business of the 2006 acreage  changes  compared to
2005 is that along with the increase in acreage in the  Mid-South  and Southeast
regions of the U.S.,  D&PL also increased  market share three to five percentage
points in those regions. Much of the increase in acreage in the Southwest region
occurred on dryland  acreage.  These acres were  planted  with lower cost "brown
bag" seed. Due to the ongoing  drought in that area this acreage will likely not
produce harvestable yields.

Internationally,  units shipped during the current-year quarter were higher than
for the same  period  in the  prior  year due to a shift in  shipments  from the
second quarter.  For the year-to-date  period,  revenues from our  international
segment  are down from the same  prior-year  period  due to lower  shipments  in
certain of our international markets. Sales were down in the following countries
for the following  reasons:  Australia (due to lower volumes);  Brazil (due to a
reduction in planted  cotton  acreage  caused by weak  commodity  prices and the
strengthening  of the  Brazilian  currency);  China (as a result of new  product
registration  difficulties with Chinese regulatory  agencies);  Greece (due to a
large carryover  inventory of seed from the prior year by our distributor);  and
Mexico (due to issues surrounding the revision of laws governing the planting of
transgenic crops in Mexico that delayed our ability to import certain transgenic
varieties).

On May 22, 2006, we announced that we had acquired Syngenta's global cotton seed
assets, comprised of operations and assets in India, Brazil, Europe, and certain
cotton  germplasm in the United States.  The primary assets acquired  consist of
conventional  and  transgenic   germplasm   containing   Syngenta's   VipCot(TM)
insect-resistant  cotton  genes.  We  acquired  a license  to VipCot in 2004 and
expect  to  commercialize  varieties  containing  these  traits in 2008 or 2009,
subject to receiving regulatory approvals.  As a result of this transaction,  we
incurred a pre-tax charge of $7.0 million,  or $0.12 per diluted share,  related
to the IPR&D charge and related transaction costs during the third-quarter.  For
more  information,  see the section  titled  "Acquired  In-Process  Research and
Development"  later in this  Management's  Discussion  and Analysis of Financial
Condition and Results of Operations.

On June 30,  2006,  D&PL  acquired  several  licenses  from  DuPont  (NYSE:  DD)
subsidiary Pioneer Hi-Bred  International,  Inc.,  including its OptimumTM GATTM
herbicide  tolerance  technology  for cotton  globally and soybeans in the U.S.,
enabling the Company to enhance its product portfolio. Additionally, the Company
has acquired  licenses for other  products  developed by DuPont's  biotechnology
research program and certain enabling  technologies for use in cotton,  soybeans
and other crops.

The OptimumTM GATTM trait developed by DuPont will provide farmers with expanded
weed control  options and is expected to help  optimize  yield.  This  herbicide
tolerance   technology   makes  plants  tolerant  to  both  glyphosate  and  ALS
herbicides,  including  sulfonylureas.  Previously,  DuPont  announced  plans to
commercialize  OptimumTM  GATTM in  Pioneer(R)  brand corn and soybeans and also
secured significant global outlicense  agreements.  D&PL and DuPont, through its
subsidiary Pioneer Hi-Bred International, Inc., are partners in a joint venture,
DeltaMax  Cotton LLC,  which was initially  formed to develop and  commercialize
glyphosate  tolerance  technology in cotton.  The Company also announced that it
has reached an agreement to license  select  soybean lines suitable for planting
in the Southern  soybean  market through the  involvement of GreenLeaf  Genetics
LLC.

D&PL paid DuPont  $20.5  million for the  licenses  to these  technologies  from
available cash and expects to account for this transaction in the fourth quarter
as an IPR&D write-off. Technology fee sharing for the OptimumTM GATTM technology
for cotton is  essentially  consistent  with the existing  terms in the DeltaMax
Collaboration agreement.

2006 Earnings Guidance

On July 6,  2006,  we  announced  that  our  earnings  guidance  that  had  been
previously  announced  for the 2006  fiscal  year will be  impacted by the IPR&D
charge taken during the third  quarter of $.12 per diluted  share related to the
Syngenta  transaction  and the  anticipated  IPR&D  charge of $0.34 to $0.36 per
share related to the  DuPont/Pioneer  transaction,  which was effective June 30,
2006,  offset  partially by lower than  previously  expected  expenses  from the
lawsuit against Pharmacia and Monsanto.  The previous guidance of $1.15 to $1.25
per diluted share,  after expected charges of $0.10 per diluted share related to
our lawsuit against Pharmacia and Monsanto, has been revised to $.70 to $.83 per
diluted  share,  after  charges of $0.46 to $0.48 per diluted  share  related to
IPR&D  charges  and $0.06 to $0.08 per  diluted  share  related  to our  lawsuit
against Pharmacia and Monsanto.

While our core business earnings guidance is unchanged,  achieving those results
is still dependent on certain factors being met during the fourth quarter of our
year,  primarily  the absence of  unexpected  domestic seed returns or a weather
event that would  increase  our  exposure to claims from crop loss  programs for
seed and technology fees.

RESULTS OF OPERATIONS

Due to the seasonal  nature of our  business,  we typically  incur losses in our
first and fourth quarters because the majority of our domestic sales are made in
our  second  and third  quarters.  Sales in the first and  fourth  quarters  are
generally limited to those made to export markets and those made by our non-U.S.
joint ventures and subsidiaries located primarily in the Southern hemisphere.

The following sets forth selected operating data of D&PL (in thousands):


                                                                                                
                                                          For the Three Months Ended                For the Nine Months Ended
                                                     --------------------------------------    ------------------------------------
                                                          May 31,              May 31,             May 31,             May 31,
                                                           2006                 2005                2006                2005
                                                     ------------------   -----------------    ----------------    ----------------
Operating results-
Net sales and licensing fees                         $        286,618     $        203,320     $        411,422    $        340,633
Gross profit                                                  101,922               73,573              145,917             127,290
Operating expenses                                             26,629               15,630               59,184              41,702
Operating income                                               75,293               57,943               86,733              85,588
Income before income taxes                                     73,102               57,041               81,518              79,574
Net income applicable to common shares                         47,518               36,156               52,422              50,743


The following sets forth selected balance sheet data of D&PL at the following
dates (in thousands):


                                                                                                 
                                                             May 31,            August 31,            May 31,
                                                              2006                2005                 2005
                                                        ------------------   -----------------    -----------------
Balance sheet summary-
Current assets                                         $         500,664     $        356,679     $        404,727
Current liabilities                                              377,540              263,013              286,266
Working capital                                                  123,124               93,666              118,461
Property, plant and equipment, net                                59,778               60,158               61,255
Total assets                                                     584,637              439,184              485,057
Outstanding borrowings                                            11,642               17,349               22,708
Stockholders' equity                                             198,248              164,023              182,355


Three months ended May 31, 2006, compared to three months ended May 31, 2005:

For the quarter  ended May 31, 2006,  we reported  net income of $47.7  million,
compared to net income of $36.3 million in the  comparable  prior-year  quarter.
This increase was primarily due to an increase in domestic  sales in the current
year quarter versus the prior year, offset by an increase in operating expenses,
which  included an IPR&D  pre-tax  charge of $7.0  million  (see  discussion  in
"Acquired In-Process Research and Development" below).

Net sales and licensing  fees  increased  approximately  $83.3 million to $286.6
million  and  gross  profit  increased  approximately  $28.3  million  to $101.9
million. Domestic revenues increased over the prior year due to increased cotton
acreage  and  increased  market  share in our key  markets  east of Texas  which
resulted in an increase in units sold. In addition,  higher  technology fees per
unit, a shift in our sales mix to more premium-priced,  stacked-trait  products,
and treatment  revenues,  partially offset by an increase in incentive  payments
made to our distributor customers,  contributed to this increase.  Historically,
we have earned a fee on sales of third-party  cottonseed  treatments,  which was
recorded as a component of Net Sales and Licensing Fees.  However,  beginning in
2006, we are invoicing our customers for those treatments  (which is recorded as
revenue),  and  remitting a portion of that revenue to the  manufacturer  of the
seed  treatments  (which is recorded as cost of goods  sold).  The gross  profit
margin  percentage  that we earn on those seed  treatments is lower than what we
have traditionally  earned on cottonseed sales, which has slightly depressed our
overall gross margin stated as a percentage of revenues.  International revenues
were slightly  higher than the  prior-year  quarter due to a shift of sales into
the third quarter in Mexico and Spain, and higher unit sales in Turkey.

Operating expenses increased approximately $11.0 million to $26.6 million in the
third  quarter of 2006.  This  increase  primarily  related to the IPR&D  charge
discussed above, increased spending on research and development activities,  and
higher General and Administrative expenses.  General and Administrative expenses
were higher due to an approximate  $1.7 million  increase in  professional  fees
primarily related to various  arbitration  proceedings with Monsanto (other than
the Pharmacia/Monsanto  suit), and an increase of approximately $800,000 related
to compensation costs (e.g. equity-based compensation, pension, etc.).

We reported  net other  expense of  approximately  $1.3  million for the quarter
ended May 31,  2006,  compared to $0.9  million for the same period in the prior
year.   The   increase   is   attributable   to  legal   fees   related  to  the
Pharmacia/Monsanto  litigation.  In the  three  months  ended May 31,  2006,  we
incurred   $1.0   million,   or  $0.02  per  diluted   share,   related  to  the
Pharmacia/Monsanto  litigation expenses,  compared to $0.7 million, or $0.01 per
diluted share, in the three months ended May 31, 2005.

Nine months ended May 31, 2006, compared to nine months ended May 31, 2005:

For the  nine-month  period ended May 31, 2006,  we reported net income of $52.9
million,  compared to net income of $51.1  million  reported  in the  comparable
prior year period.  This  increase was  primarily due to an increase in domestic
revenues,  offset by a reduction in international  net sales and licensing fees,
and an increase in operating expenses,  including the previously referenced $7.0
million IPR&D charge related to the Syngenta transaction.

Net sales and licensing  fees  increased  approximately  $70.8 million to $411.4
million  and  gross  profit  increased  approximately  $18.6  million  to $145.9
million.  As the majority of our domestic sales occur in the third quarter,  the
reasons for the  increase in domestic  revenues are the same as discussed in the
three-month  discussion  above.  International  revenues were lower primarily in
South  America,  Australia,  and  Mexico.  Sales in  South  America  were  lower
primarily due to a reduction in the cotton acreage in Brazil and the decrease in
sales in Australia  relates to lower volumes.  Sales to Mexico were lower due to
issues  surrounding  the revision of laws  governing  the planting of transgenic
crops in Mexico that delayed our ability to import certain transgenic varieties.

Operating expenses increased approximately $17.5 million to $59.2 million in the
nine months ended May 31, 2006.  This increase is primarily  related to the $7.0
million IPR&D pre-tax  charge,  increased  spending on research and  development
activities,   and  higher  General  and  Administrative  expenses.  General  and
Administrative expenses were impacted by an approximate $4.5 million increase in
professional   services   fees   related   to   arbitration   (other   than  the
Pharmacia/Monsanto  suit), and an increase of approximately $1.8 million related
to compensation costs (e.g., equity-based compensation, pension, etc.).

We reported net other expense of  approximately  $3.3 million for the nine-month
period ended May 31,  2006,  compared to $3.3 million for the same period in the
prior  year.  The amount  reported  relates to lower  legal fees  related to the
Pharmacia/Monsanto  litigation,  offset by a decrease  in other  income due to a
gain that was recognized from the sale of property in the prior-year  period. In
the nine months  ended May 31,  2006,  we  incurred  $2.9  million,  or $.05 per
diluted share, related to  Pharmacia/Monsanto  litigation expenses,  compared to
$3.8 million, or $0.06 per diluted share, in the nine months ended May 31, 2005.

OFF-BALANCE SHEET ARRANGEMENTS

We do not currently utilize off-balance sheet arrangements.

CONTRACTUAL OBLIGATIONS

As of May 31, 2006, we owed  approximately $2.3 million for a portion of our raw
materials that had been received from the 2005  production  season.  This amount
represents  the amount due on seed  production  delivered  that had not yet been
paid. It does not include  other amounts that may become due from  contingencies
contained  in seed  production  contracts.  The amount  owed of $2.3  million is
included in Current  Liabilities  in our  Consolidated  Balance Sheet at May 31,
2006.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in accordance with accounting principles
generally accepted in the United States requires  management to adopt accounting
policies  and make  significant  judgments  and  estimates  to  develop  amounts
reflected and disclosed in the financial  statements.  In many cases,  there are
alternative policies or estimation  techniques that could be used. We maintain a
thorough  process to review the  application of our  accounting  policies and to
evaluate the  appropriateness of the many estimates that are required to prepare
our financial statements.  However, even under optimal circumstances,  estimates
routinely require adjustment based on changing  circumstances and the receipt of
new or better information.

Information  regarding our "Critical  Accounting  Policies and Estimates" can be
found in our  Annual  Report to  Stockholders  on Form  10-K for the year  ended
August 31,  2005.  The four  critical  accounting  policies  that we believe are
either  the  most  judgmental,  or  involve  the  selection  or  application  of
alternative  accounting  policies,  and are material to our financial statements
are those  relating to revenue  recognition,  including  accounting  for various
incentive  programs  (crop loss and replant  programs),  provision  for damaged,
obsolete and excess inventory, deferred income taxes and contingent liabilities.
Management  has  discussed  the  development  and  selection  of these  critical
accounting  policies  and  estimates  with the Audit  Committee  of our Board of
Directors and with our independent registered public accounting firm.

ACQUIRED IN-PROCESS RESEARCH AND DEVELOPMENT

The previously  discussed  acquisition  of Syngenta's  global cotton seed assets
resulted in  capitalizing  and  immediately  expensing  $7.0 million  related to
acquired in-process research and development that has no alternative future use.
The primary assets  acquired  consist of conventional  and transgenic  germplasm
containing Syngenta's VipCot  insect-resistant  cotton genes. Certain regulatory
approvals   are  required   before  any  of  the   germplasm   acquired  can  be
commercialized.  As this transaction  occurred at the end of the quarter, we are
still finalizing  estimates of costs to complete these projects and will provide
those  estimates in our Annual Report on Form 10-K for the year ended August 31,
2006. There is no assurance that these  technologies will result in commercially
viable products or that regulatory approval will be obtained for the products.

LIQUIDITY AND CAPITAL RESOURCES

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

In the U.S., we record revenue and accounts receivable for technology  licensing
fees on  transgenic  seed sales upon  shipment,  usually in our second and third
quarters.  Receivables from seed sales generally become due in May and June. The
licensing fees are due in September,  at which time we receive payment.  We then
pay  Monsanto its royalty for the Bollgard  and Roundup  Ready  licensing  fees,
which is recorded as a component of cost of sales.  As a result of the timing of
these events,  licensing fees receivable and royalties  payable peak at our year
end, August 31.

The seasonal nature of our business  significantly impacts cash flow and working
capital requirements.  Historically,  we have maintained credit facilities,  and
used cash  generated from  operations  and other  available cash to meet working
capital needs.  We continue to evaluate  potential uses of our cash for purposes
other than for working  capital needs.  Potential uses of our cash in the future
may be the acquisition of, or funding of, alternative  technologies (such as, or
in addition to, DeltaMax and Syngenta) that could be used to enhance our product
portfolio and ultimately our long-term  earnings  potential and/or an investment
in new markets outside the U.S.  Another  potential use is the repurchase of our
shares pursuant to our recently announced $50 million share repurchase  program.
We are  currently  considering  other  potential  uses  of our  cash,  including
increasing  the dividend rate or  repurchasing  additional  shares  depending on
market considerations and other factors. As a part of this analysis, we continue
to evaluate the Company's liquidity needs and its capital structure.

On April 15, 2005,  we entered into an unsecured  $75 million  credit  agreement
(the "Credit  Agreement")  with Bank of America,  N.A. (the "Bank").  The Credit
Agreement  provides  for  unsecured  revolving  loans up to a maximum  aggregate
amount outstanding of $75 million, plus Letters of Credit which were outstanding
prior to the execution of the Credit Agreement in the amount of approximately $2
million.  Of the total commitment,  $50 million represents a seasonal commitment
available from October to July of each year. The Credit Agreement was originally
set to expire on July 31, 2006.  However,  on December 5, 2005,  pursuant to the
Company's request as provided for in the Credit  Agreement,  the Company and the
Bank  extended  the  Credit  Agreement  to July  31,  2007,  at  which  time all
outstanding amounts under the Credit Agreement will be due and payable,  subject
to the  Company's  right to request an  additional  one-year  extension  and the
Bank's acceptance of that request.

In  general,  borrowings  under the Credit  Agreement  bear  interest  at a rate
calculated  according to a Eurodollar  rate, plus 0.55%.  The Eurodollar rate is
generally  the 30-day,  60-day or 90-day LIBOR rate. We are also required to pay
unused fees of 0.125%  annually  calculated on the  daily-unused  portion of the
Credit Agreement.  The primary financial  covenant requires the Company's funded
indebtedness under the Credit Agreement to not exceed 50% of certain current and
long-term assets,  defined in the Credit Agreement and determined as of the last
day of each quarter.

During the quarter ended May 31, 2006, the Company  borrowed  approximately  $45
million,  which was fully repaid by May 31, 2006. As of May 31, 2006, there were
no amounts  outstanding  under the  Credit  Agreement,  other than the  existing
Letters of Credit as discussed  above. All borrowings under the Credit Agreement
have been repaid as of May 31, 2006.

Capital expenditures were $6.2 million and $5.1 million in the nine months ended
May 31, 2006 and 2005,  respectively.  We anticipate  that capital  expenditures
will approximate $7.0 million to $10.0 million in 2006.

For the nine months ended May 31,  2006,  aggregate  dividends of $16.6  million
have  been  paid  on  common  and  preferred  shares.  The  Board  of  Directors
anticipates that quarterly dividends of $0.15 per share will continue to be paid
in the future;  however,  the Board of Directors  reviews this policy quarterly.
Based on a quarterly  dividend of $0.15 per share in 2006,  aggregate  preferred
and common stock dividends should approximate $22.0 million in 2006.

Cash Used for Share Repurchases

From September 1, 2005 through June 30, 2006, we  repurchased  808,494 shares at
an aggregate  purchase price of  approximately  $19.7 million under the June 30,
2005, share repurchase  program.  We expect to repurchase shares under this plan
over time and through a variety of methods,  which  generally  will include open
market  purchases.  The timing and amount of repurchases under this program will
depend on market conditions, legal restrictions and other factors.

The  following  table  presents the number of shares  purchased  monthly for the
three-month period ended May 31, 2006:


                                                                                                      
                                                                                                              Approximate Dollar
                                                 Total                          Total Number of Shares       Value of Shares that
                                               Number of        Average          Purchased as Part of        May Yet Be Purchased
                                                Shares        Price Paid       Publicly Announced Plan        Under the June 2005
                 Period                        Purchased       per Share                                             Plan
-----------------------------------------     ------------    ------------    --------------------------    -----------------------

March
(March 1, 2006 to March 31, 2006)                   8,400         $ 27.20                         8,400            $    31,882,020
April
(April 1, 2006 to April 30, 2006)                   5,000         $ 29.02                         5,000            $    31,736,920
May
(May 1, 2006 to May 31, 2006)                      67,194         $ 27.93                        67,194            $    29,860,192
                                              ------------                    --------------------------
Total                                              80,594                                        80,594            $    29,860,192
                                              ============                    ==========================


Cash provided from  operations,  cash on hand, early payments from customers and
borrowings  under the  credit  facility  should be  sufficient  to meet our 2006
working capital needs.

Availability of Information on Our Website

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

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

We have exposure  relative to  fluctuations in the price of soybean raw material
inventory,  foreign currency  fluctuations  and interest rate changes.  For more
information  about market risk and how we manage  specific risk  exposures,  see
Notes 1 and 15 to our consolidated  financial statements contained in our Annual
Report on Form 10-K for the year ended August 31,  2005.  Also see Note 9 of the
Notes to Consolidated Financial Statements in Item 1 of this Quarterly Report on
Form 10-Q for further details about our exposure to market risk.

The fair value of derivative  commodity  instruments  outstanding  as of May 31,
2006, was $57,000. A 10% adverse change in the underlying  commodity prices upon
which  these  contracts  are based  would  result in a  $374,000  loss in future
earnings (not including the gain on the underlying commodities).

Our earnings are also affected by  fluctuations  in the value of the U.S. dollar
compared to foreign  currencies as a result of transactions in foreign  markets.
We conduct  non-U.S.  operations  through  subsidiaries  and joint  ventures in,
primarily,  Argentina, Australia, Brazil, China, South Africa and Turkey. At May
31, 2006, the result of a uniform 10% change in the value of the dollar relative
to the currencies in which our  transactions  are denominated  would not cause a
material impact on net earnings.

For the three months  ended May 31,  2006, a 10% adverse  change in the interest
rate that we earned on our cash that we  invested  would not have  resulted in a
material change to our net interest income or cash flow.




Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures.

D&PL's chief executive  officer and chief  financial  officer have evaluated the
effectiveness  of the design and  operation  of D&PL's  disclosure  controls and
procedures (as defined in Exchange Act Rule 13a-15(e)) as of May 31, 2006. Based
on that evaluation, the chief executive officer and chief financial officer have
concluded that D&PL's disclosure controls and procedures are effective to ensure
that material information relating to D&PL and D&PL's consolidated  subsidiaries
is made known to such officers by others within these entities in order to allow
timely decisions regarding required disclosure.

(b) Changes in Internal Controls.

There  have not been any  changes  in D&PL's  internal  control  over  financial
reporting or in other factors that have materially  affected,  or are reasonably
likely to materially affect, D&PL's internal control over financial reporting.

PART II.   OTHER INFORMATION

Item 1.  Legal Proceedings

A complete  discussion of all known pending litigation in which D&PL is named as
a defendant  and a  description  of other legal  matters can be found in Part I,
Item 3, of D&PL's Annual Report on Form 10-K for the year ended August 31, 2005.
The following discussion only relates to changes in the status of items reported
in that Annual Report on Form 10-K, or new items that have come to the Company's
attention since that time.

Regarding the interlocutory  appeal before the Mississippi  Supreme Court in the
March  14,  2002,  Holmes  County,  Mississippi  lawsuit,  oral  arguments  were
presented to the  Mississippi  Supreme  Court on February 16, 2006. On April 20,
2006,  the Supreme Court denied D&PL's  Interlocutory  Appeal and returned these
cases to the trial court for further  proceedings.  It is  anticipated  that the
trial court will sever the  individual  claims of the  involved  growers in that
litigation.

Regarding the December 2002 suit filed by D&PL against  Nationwide  Agribusiness
and  other   insurance   companies  in  the  Circuit  Court  of  Holmes  County,
Mississippi,  Motions for Summary  Judgment  filed  separately by Nationwide and
D&PL were orally argued on March 15, 2006 and March 20, 2006. On March 21, 2006,
the Court  entered a minute  docket entry taking the case under  advisement.  On
March 31, 2006,  the District  Judge  entered an Order  Denying  D&PL's  Summary
Judgment Motion and Granting  Nationwide's Summary Judgment Motion. On April 26,
2006,  D&PL filed a Notice of Appeal of the  District  Court's  decision  to the
United States District Court of Appeals for the 5th Circuit.

On February 17, 2006,  D&PL submitted an issue for resolution  under the dispute
resolution  process  under the 1996 Option  Agreement and the 2002 Bollgard Gene
License.  This dispute involves whether  Monsanto's  implementation  of a farmer
licensing  system for the Bollgard Gene technology in Brazil violates D&PL's and
its local  affiliate's  rights to an exclusive  license to develop,  produce and
sell Bollgard  planting seed in Brazil. In response to D&PL's submission of this
dispute to the alternative  dispute  resolution  process,  on February 23, 2006,
Monsanto filed a suit for declaratory judgment in the Circuit Court of St. Louis
County,  Missouri,  for the  court to  determine  the  issues in  dispute.  D&PL
believes that this suit is barred by the binding  alternative dispute resolution
provisions  in the  subject  contracts  and that  the  issue  of  submission  to
arbitration  has been resolved by the below  described  decision of the Delaware
Court.

On March 1, 2006,  D&PL filed a suit against  Monsanto in the Chancery  Court of
New Castle County, Delaware,  seeking to enjoin Monsanto's implementation of the
new farmer  licensing  system pending the resolution of the issues  submitted to
the Executive  Panel.  D&PL's motion for a  preliminary  injunction  was denied;
however,  the Delaware  Court granted  D&PL's motion to compel  arbitration.  On
March 27, 2006,  D&PL submitted to arbitration  before the American  Arbitration
Association ("AAA") the dispute on whether Monsanto's implementation of a farmer
licensing  system is in  violation  of D&PL's  and its  affiliate's rights to an
exclusive license to develop, produce and sell Bollgard planting seed in Brazil.
As part of this arbitration, D&PL is seeking to enjoin Monsanto's implementation
of its  farmer  licensing  system  and for  damages  incurred  by  D&PL  and its
affiliate. The Arbitration Panel has scheduled a hearing on D&PL's request for a
preliminary  injunction in July 2006 and a final hearing in November 2006.  D&PL
is committed to  participating  in good faith resolution of this dispute through
arbitration.  MDM Sementes de Algodao  Limitada,  D&PL's  affiliate in Brazil is
proceeding  with a planned  launch of sales of cotton seed  containing  Bollgard
technology in Brazil in the 2006 sales season.

On March 31, 2005 and May 4, 2006,  D&PL  submitted  disputes  involving  D&PL's
right to  exclusive  licenses to Bollgard  Technology  in two Ex-U.S.  countries
under the 1996 Option  Agreement  between Monsanto and D&PL for resolution by an
Executive Panel.

On  February  20,  2006,  D&PL  submitted  two  additional  issues  for  dispute
resolution before an Executive Panel; one dispute under the most favored license
provisions  of the U.S.  Bollgard  License and the other  under  confidentiality
provisions of the U.S.  Bollgard and Roundup Ready  Licenses.  These issues have
not been resolved through the Executive Panel.

On June 16,  2006  D&PL  submitted  to  arbitration  before  the AAA the  issues
involving  D&PL's rights to exclusive  rights to Bollgard  technology in the two
Ex-U.S.  countries and D&PL's rights to more  favorable  license terms under its
U.S. Bollgard and Bollgard II Licenses.

On February 28, 2006, D&PL filed suit in the Circuit Court of Dunklin County,
Missouri, seeking to recover Soybean Seed Services Fees in the amount of
approximately $2,200,000 which Monsanto Company has wrongly refused to pay D&PL
with respect to soybean seed containing Monsanto's Roundup Ready technology sold
by D&PL during the 2005 planting season. The suit also seeks a declaratory
judgment that D&PL's payments of Royalties under its Roundup Ready Soybean
License have been correctly calculated and paid during the years 2002-2005. This
case is in pre-trial proceedings.

Item 1A.  Risk Factors

Various  statements  included  herein  constitute  "forward-looking  statements"
within the  meaning of the  Private  Securities  Litigation  Reform Act of 1995.
Forward-looking  statements are based on current  expectations and are indicated
by words or  phrases  such as  "anticipate,"  "estimate,"  "expect,"  "project,"
"believe," "is or remains optimistic,"  "currently  envisions" and similar words
or phrases and involve known and unknown risks,  uncertainties and other factors
which may cause actual  results,  performance or  achievements  to be materially
different  from any future  results,  performance or  achievements  expressed or
implied by such forward-looking  statements.  Forward-looking statements include
statements  relating  to  such  matters  as  anticipated  financial  performance
(including when earnings estimates are discussed),  existing products, technical
developments,   new  products,   new  technologies,   research  and  development
activities,  and similar  matters.  These  forward-looking  statements are based
largely  on  our  expectations  and  are  subject  to  a  number  of  risks  and
uncertainties, many of which are beyond our control. Actual results could differ
materially from these  forward-looking  statements as a result of, among others,
changes  in the  competitive  marketplace,  including  the  introduction  of new
products or pricing changes by our competitors, changes in the economy and other
similar  events.  We undertake no  obligation  to publicly  update or revise any
forward-looking  statements,  whether  as a result  of new  information,  future
events or otherwise. In light of these risks and uncertainties, we cannot assure
you  that  the  forward-looking   information  contained  herein  will  in  fact
transpire.   The  risks  and  uncertainties  that  may  affect  the  operations,
performance,  development  and  results  of our  business  include  those  noted
elsewhere herein and the following:

     Demand for and supply of planting seed

     Demand for our seed will be affected by  government  programs  and policies
     and by weather in all countries where we sell products and operate.  Demand
     for seed is also  influenced  by commodity  prices,  the cost of other crop
     inputs, and the demand for a crop's end-uses such as textiles, animal feed,
     cottonseed oil, food and raw materials for industrial use.  Weather impacts
     crop yields,  commodity prices and the planting decisions that farmers make
     regarding  both  original   planting   commitments   and,  when  necessary,
     replanting   levels.   These  factors  all  also  influence  the  cost  and
     availability of seed for subsequent seasons.

     Competition

     The  planting  seed market is highly  competitive,  and our  products  face
     competition  from a number of seed companies,  diversified  crop protection
     product  companies,   agricultural  biotechnology  companies,  governmental
     agencies and academic and scientific institutions.  In addition, several of
     our  distributors/customers  have also  entered  the cotton  planting  seed
     business.  These  competitors will launch in 2006 varieties  containing the
     Bollgard II and Roundup Ready Flex  technologies at the same time we expect
     to launch those technologies in our varieties.  A number of crop protection
     product  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,  Bollgard  II and
     Roundup Ready gene technologies of Monsanto, our principal licensor of such
     technology.  Our seed  products  and  technologies  contained  therein  may
     encounter substantial  competition from technological advances by others or
     products  from new market  entrants.  Many of our  competitors  are, or are
     affiliated  with,  large  diversified  companies  that  have  substantially
     greater resources than we have.

     Litigation and other legal matters

     We currently are engaged in a dispute  resolution and  arbitration  process
     with  Monsanto,  the  principal  licensor  of  our  cotton  technology  and
     competitor  of  ours  in  the  cotton   planting  seed  business.   In  the
     arbitration,  Monsanto is seeking a determination by the arbitrators of its
     right to terminate certain agreements between our companies,  including the
     Bollgard and Roundup Ready licenses.  In addition, we are currently engaged
     in litigation with Monsanto  concerning the failed merger of the companies.
     In addition,  we have brought two other  disputes with  Monsanto  before an
     arbitration  panel.  The  result  of this  litigation/arbitration  (and the
     process of litigating)  may materially  affect the results of our business.
     (See  Part I,  Item 3, of  D&PL's  Annual  Report on Form 10-K for the year
     ended August 31, 2005.)

     New technologies

     There is no assurance that new  technologies  such as the DeltaMax,  DuPont
     and Syngenta  technologies  will result in commercially  viable products or
     that  such  technologies  will be  developed  in the time  frame or for the
     amounts estimated to complete development. Also, there is no assurance that
     regulatory approval will be obtained for the products.

     Governmental policies

     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
     and shipping disruptions. Particular policies which may affect our domestic
     and  international  operations  include  the use of and the  acceptance  of
     products  that  were  produced  from  plants  that  have  been  genetically
     modified,  the testing,  quarantine and other restrictions  relating to the
     import and export of plants and seed  products,  and the  availability  (or
     lack thereof) of proprietary  protection for plant products. The absence or
     lack of enforcement of  intellectual  property laws may lead to counterfeit
     and  farmer-saved  seed which  negatively  impacts our sales.  In addition,
     United States  government  policies,  particularly  those affecting foreign
     trade and investment, may impact our international operations.

     Regulatory matters

     The  publicity  related  to  genetically  modified  organisms  ("GMOs")  or
     products made from plants that contain GMOs may have an effect on our sales
     in the future.  In 2005,  approximately 95% of our cottonseed that was sold
     in the  United  States  contained  either or both of  Monsanto's  Bollgard,
     Bollgard II and  Roundup  Ready gene  technologies,  and 96% of our soybean
     seed sales  contained  the Roundup  Ready gene  technology.  Although  many
     farmers  have  rapidly  adopted  these  technologies,  the  concern of some
     customers and  governmental  entities  over finished  products that contain
     GMOs could impact demand for crops (and  ultimately  seed) raised from seed
     containing such traits.  In addition,  regulatory  approvals for Monsanto's
     Bollgard  and  Bollgard II  technologies  expire in 2006.  On July 7, 2006,
     Monsanto announced that the United States Environment Protection Agency had
     extended  the  registration  of the  Bollgard  technology  through the 2009
     growing season. An announcement  regarding the registration of the Bollgard
     II technology  is expected  later in 2006.  However,  there is no assurance
     that such registration  will be extended,  or what the terms and conditions
     of any  re-registration  will be. Monsanto is responsible for obtaining and
     maintaining regulatory approvals for the technologies we license from them.

     International operating risks

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

     Subsidies and trade agreements

     Our farmer  customers in many  markets,  including  the U.S.,  benefit from
     government subsidy programs.  The Farm Security and Rural Investment Act of
     2002 expires on January 1, 2007 (although the bill includes the 2007 cotton
     planting  season),  and future U.S.  farm subsidy  programs are  uncertain.
     Various  other  countries,  including  Brazil,  have  challenged,  and  may
     continue to challenge,  the  appropriateness of U.S. farm subsidies through
     the World Trade  Organization  ("WTO") or other forums. In particular,  the
     WTO has  ruled  in  Brazil's  favor  in its  challenge  that  certain  U.S.
     subsidies  violate the  provisions of the WTO. It is not clear if, when, or
     to what extent, U.S. subsidies will be modified as a result of this ruling.
     However,  in the event changes to subsidies are made,  they may  negatively
     impact  U.S.  farmers  which  could  result in a decline in planted  cotton
     acreage.  Also, in WTO discussions in Hong Kong in late December 2005, U.S.
     negotiators  committed  to reduce  cotton  export  subsidies  (the "Step 2"
     program) in 2007, and to reduce overall  agricultural  export  subsidies by
     2013. U.S. farm programs,  including government subsidies,  and WTO rulings
     impacting such programs may materially  affect the results of our business.
     In  addition,  the  U.S.  Congress,  in  an  attempt  to  reduce  the  U.S.
     government's  budget  deficit,  may also  revise the farm  subsidy  program
     and/or its agricultural policy.

     Other

     Overall  profitability  will depend on the factors noted above,  as well as
     worldwide   commodity   prices,   our  ability  to  successfully  open  new
     international  markets,  the technology  partners' ability to obtain timely
     government  approval  (and  maintain  such  approval)  for existing and for
     additional  biotechnology  products on which they and D&PL are working, the
     terms of such government  approvals,  our technology  partners'  ability to
     successfully defend challenges to proprietary  technologies  licensed to us
     and our ability to produce sufficient commercial quantities of high quality
     planting seed of these products.  Any delay in or inability to successfully
     complete  these  projects  may affect  future  profitability.  In addition,
     earnings  forecasts do not  consider the impact of potential  transactions,
     their related accounting and other factors, that may be under consideration
     by the Company,  but have not yet been completed or their effect determined
     at the date of a particular filing.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The disclosure  required under this Part II, Item 2 of this Quarterly  Report on
Form 10-Q is contained in Part I, Item 2 hereof under the heading "Cash Used for
Share Repurchases" and is incorporated herein by reference.

Item 3. Defaults Upon Senior Securities

None

Item 4. Submission of Matters to a Vote of Security Holders

None

Item 5. Other Information

None

Item 6. Exhibits.

Exhibits.

31.1  Certification of Chief Executive  Officer Pursuant to Rule 13a-14(a) Under
      the Securities Exchange Act of 1934.

31.2  Certification of Chief Financial  Officer Pursuant to Rule 13a-14(a) Under
      the Securities  Exchange Act of 1934.

32.00 Certification  of Chief  Executive  Officer and Chief  Financial  Officer
      Pursuant to Rule 13a-14(b) Under the Securities Exchange Act of 1934 and
      Section 1350 of Chapter 63 of Title 18 of the United States Code.




                                   SIGNATURES


Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                           DELTA AND PINE LAND COMPANY


Date:     July 10, 2006        /s/ W. Thomas Jagodinski
                               ------------------------
                               W. Thomas Jagodinski
                               President, Chief Executive Officer and Director
                               (Principal Executive Officer)


Date:     July 10, 2006        /s/ Kenneth M. Avery
                               --------------------
                               Kenneth M. Avery
                               Vice President - Finance, Treasurer and
                               Assistant Secretary
                               (Principal Financial and Accounting Officer)