Delta and Pine Land Company (NYSE: DLP) announced today that it is commencing a modified “Dutch auction” tender offer for 1,739,130 shares of its common stock at a price per share of between $25.00 to $28.75. The Company believes that the tender offer is a prudent use of its financial resources, given its strong cash position and expected future cash flows, business profile, assets and the current market price of its common stock.  The tender offer represents an opportunity for the Company to return cash to stockholders who elect to tender their shares while at the same time increasing non-tendering stockholders’ proportionate interest in the Company.

Under the tender offer, stockholders will have the opportunity to tender some or all of their shares at a price within the $25.00 to $28.75 per share price range.  Based on the number of shares tendered and the prices specified by the tendering stockholders, the Company will determine the lowest per share price within the range that will enable it to buy 1,739,130 shares, or such lesser number of shares that are properly tendered.  If stockholders of more than 1,739,130 shares properly tender their shares at or below the determined price per share, the Company will purchase shares tendered by such stockholders, at the determined price per share, on a pro rata basis.  Additionally, if more than 1,739,130 shares are properly tendered, the number of shares to be repurchased by the Company pursuant to the tender offer may, at the discretion of the Company, be increased by up to 2% of the Company’s outstanding shares.

Stockholders whose shares are purchased in the offer will be paid the determined purchase price per share net in cash, without interest, after the expiration of the offer period.  The offer is not contingent upon any minimum number of shares being tendered.  The offer is subject to a number of other terms and conditions specified in the Offer to Purchase that is being distributed to stockholders.  The offer will expire at 12:00 Midnight, New York City time, on Tuesday, May 17, 2005, unless extended by the Company.

The information agent for the offer is Georgeson Shareholder Communications Inc.  None of the Company, its board of directors or the information agent is making any recommendation to stockholders as to whether to tender or refrain from tendering their shares into the tender offer.  Stockholders must decide how many shares they will tender, if any, and the price within the stated range at which they will offer their shares for purchase by the Company.

Delta and Pine Land Company is a leading commercial breeder, producer and marketer of cotton planting seed. Headquartered in Scott, Mississippi, with multiple offices in eight states and facilities in several foreign countries, D&PL also breeds, produces and markets soybean planting seed in the U.S.