As filed with the Securities and Exchange Commission on February 4, 1997
 
 
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
 
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
 
 
                           DELTA AND PINE LAND COMPANY
             (Exact name of registrant as specified in its charter)
      
 Delaware                                              62-1040440
(State of Incorporation)                   (I.R.S. Employer Identification No.)
                                 One Cotton Row
                            Scott, Mississippi 38772
                    (Address of principal executive offices)
 
                      DELTA AND PINE LAND  COMPANY 1995
                         LONG-TERM   INCENTIVE  PLAN  
                       (Full Title of the Plan)
 
                              W. THOMAS JAGODINSKI
                            Vice President - Finance
                           Delta and Pine Land Company
                                 One Cotton Row
                            Scott, Mississippi 38772
                                 (601) 742-4000
             (Name, address and telephone number of agent for service)
 
                                (with copies to:)
                             SAMUEL D. CHAFETZ, Esq.
                                 Waring Cox, PLC
                               50 N. Front Street
                                   Suite 1300
                            Memphis, Tennessee 38103
 
<TABLE>
                        CALCULATION OF REGISTRATION FEE
<CAPTION>
<S>                    <C>                <C>                 <C>                 <C>   
                                          Proposed maximum    Proposed maximum
Title of securities    Amount to be       offering price per  aggregate offering  Amount of
to be registered       registered(1)         share(2)              price         registration fee               
Options, and Shares,
Common Stock,          1,440,000 shares    $ 38.375           $55,260,000         $16,746
$0.10 par value
<FN>
(1) Shares to be registered reflect effect of 3 for 2 stock split declared after
the adoption of the Delta and Pine Land Company 1995 Long-Term Incentive Plan.
 
(2)  Estimated  solely  for the  purpose  of  calculating  the  registration  in
accordance  with Rule 457(c) under the  Securities  Act of 1933,  based upon the
average of the high and low prices for the  Company's  Common Stock as quoted on
the New York Stock Exchange on January 28, 1997.
</FN>
</TABLE>
 
<PAGE>
 
 
 
 
 
 
                                     PART II
 
Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
 
         The  following   documents  filed  with  the  Securities  and  Exchange
Commission are incorporated herein by reference:
 
         1. The  Registrant's  latest  annual  report  on Form 10-K for the year
ended August 31, 1996 and filed with the Commission on November 27, 1996.
 
         2. All reports  filed by the  Registrant  pursuant to Section  13(a) or
15(d) of the  Securities  Exchange Act of 1934 (the "1934 Act") since the end of
the fiscal year ended August 31, 1996.
 
         3. The  description of the  Registrant's  Common Stock contained in its
Registration Statement on Form 8-A filed with the Commission on May 18, 1993 and
amended by Amendment No. 1 to the Registration  Statement on Form 8-A filed with
the Commission on June 24, 1993.
 
         All documents subsequently filed by the registrant pursuant to Sections
13(a),  13(c),  14  and  15(d)  of the  1934  Act,  prior  to  the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference herein and to be a part thereof from the date of
filing of such documents.
 
Item 4.  DESCRIPTION OF SECURITIES
 
         No response is required to this item.
 
Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
 
         No response is required to this item.
 
Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
         Section  145 of the  Delaware  General  Corporation  law  provides  for
indemnification  of  a  corporation's   officers  and  directors  under  certain
circumstances. Section 145 of the Delaware General Corporation Law also provides
that a corporation has the power to purchase and maintain insurance on behalf of
its officers and directors  against any liability  asserted  against such person
and incurred by him or her in such capacity, or arising out of his or her status
as such, whether or not the corporation would have the power to indemnify him or
her against such  liability  under the provisions of Section 145 of the Delaware
General  Corporation Law. Section 6.7 of the Bylaws of the Company and the Ninth
Article of the Company's Restated  Certificate of Incorporation also provide for
indemnification of officers and directors, as authorized by Section 145.
 
         Section  102(b)(7) of the Delaware  General  Corporation  Law enables a
corporation in its certificate of incorporation to limit the personal  liability
of members of its board of directors for  violations  of a director's  fiduciary
duty of care. The Section does not,  however,  limit the liability of a director
for breaching his or her duty of loyalty, failing to act in good faith, engaging
in intentional  misconduct or knowingly violating a law, or from any transaction
in which the director  derived an improper  personal  benefit.  The Section also
will have no effect on claims  arising under the federal  securities  laws.  The
Certificate  of  Incorporation  of  the  Company  limits  the  liability  of its
directors as authorized by Section 102(b)(7).
 
The Ninth Article of Restated Certificate of Incorporation of the Company
provides:
 
         A. A director of the Corporation  shall not be personally liable to the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a director,  except for liability  (i) for any breach of the  director's
duty of  loyalty  to the  Corporation  or its  stockholders,  (ii)  for  acts or
omissions  not in good  faith  or which  involved  intentional  misconduct  or a
knowing  violation  of law,  (iii) for any  transaction  from which the director
derived an improper personal  benefit,  or (iv) under Section 174 of the General
Corporation Law of the State of Delaware.  If the General Corporation Law of the
State of Delaware is amended to authorize  corporate action further  eliminating
or limiting  the  personal  liability  of  directors,  then the  liability  of a
director of the Corporation shall be eliminated or limited to the fullest extent
permitted  by the  General  Corporation  Law of the  State  of  Delaware,  as so
amended. Any repeal or modification of this Section A by the stockholders of the
Corporation  shall not adversely affect any right or protection of a director of
the Corporation existing at the time of such repeal or modification.
 
         B. (1) Each  person who was or is made a party or is  threatened  to be
made a party to or is involved  in any  action,  suit,  or  proceeding,  whether
civil, criminal, administrative or investigative (hereinafter a "proceeding", by
reason  of the fact  that he or she or a person  of whom he or she is the  legal
representative  is or was a director,  officer or employee of the Corporation or
is or was serving at the  request of the  Corporation  as a  director,  officer,
employee,  agent  or in  any  other  capacity  of  another  corporation  or of a
partnership,  joint venture,  trust or other enterprise,  including service with
respect to  employee  benefit  plans,  whether the basis of such  proceeding  is
alleged action in an official capacity as a director, officer, employee or agent
or in any other  capacity  while  serving as a  director,  officer,  employee or
agent,  shall be indemnified and held harmless by the Corporation to the fullest
extent authorized by the General Corporation Law of the State of Delaware as the
same exists or may hereafter he amended (but, in the case of any such amendment,
only to the  extent  that such  amendment  permits  the  Corporation  to provide
broader indemnification rights
 
than said law permitted  the  Corporation  to provide prior to such  amendment),
against all expense,  liability and loss (including  attorney's fees, judgments,
fines,  ERISA  excise  taxes  or  penalties  and  amounts  paid or to be paid in
settlement)  reasonably  incurred  or  suffered  by such  person  in  connection
therewith  if such  person  acted  in good  faith  and in a manner  such  person
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable cause to believe his conduct was unlawful,  and such  indemnification
shall continue as to a person who has ceased to be a director, officer, employee
or agent and shall  inure to the  benefit  of his or her  heirs,  executors  and
administrators;  provided,  further, that except as provided in paragraph (2) of
this  Section  B with  respect  to  proceedings  seeking  to  enforce  rights to
indemnification,  the  Corporation  shall  indemnify  any  such  person  seeking
indemnification  in connection with a proceeding (or part thereof)  initiated by
such person only if such  proceeding  (or part  thereof) was  authorized  by the
Board of  Directors  of the  Corporation  by a majority  vote of a quorum of the
directors who were not parties to such action,  suit or  proceeding,  or if such
quorum is not  obtainable,  by the  stockholders.  The right to  indemnification
conferred  in this  Section B shall be a contract  right and shall  include  the
right to be paid by the Corporation  and the expenses  incurred in defending any
such proceeding in advance of its final disposition;  provided, however, that if
the General  Corporation Law of the State of Delaware  requires,  the payment of
such  expenses  incurred  by a director  or officer in his or her  capacity as a
director or officer  (and not in any other  capacity in which  service was or is
rendered  by such  person  while  a  director  or  officer,  including,  without
limitation,  service  to an  employee  benefit  plan) in  advance  of the  final
disposition of a proceeding, shall be made only upon delivery to the Corporation
of an  undertaking  by or on behalf of such  director or  officer,  to repay all
amounts so advanced if it shall  ultimately be determined  that such director or
officer is not entitled to be indemnified under this Section B or otherwise.
 
(2) If a claim under  paragraph (1) of this Section B is not paid in full by the
corporation  within  thirty days after a written  claim has been received by the
Corporation,  the  claimant  may at any time  thereafter  bring suit against the
Corporation  to recover  the unpaid  amount of the claim and, if  successful  in
whole or in part,  the claimant shall be entitled to be paid also the expense of
prosecuting  such claim. It shall be a defense to any such action (other than an
action  brought  to  enforce a claim for  expenses  incurred  in  defending  any
proceeding in advance of its final disposition  where the required  undertaking,
if any is required,  has been tendered to the Corporation) that the claimant has
not met the  standards of conduct  which make it  permissible  under the General
Corporation  Law of the State of Delaware for the  Corporation  to indemnify the
claimant for the amount claimed, but the burden of proving such defense shall be
on the Corporation.  Neither the failure of the Corporation (including its Board
of  Directors,  independent  legal  counsel  or  stockholders)  to  have  made a
determination  prior to the commencement of such action that  indemnification of
the  claimant  is  proper  in the  circumstances  because  he or she has met the
applicable  standard of conduct set forth in the General  Corporation Law of the
State of Delaware, nor an actual determination by the Corporation (including its
Board of Directors, independent legal counsel or stockholders) that the claimant
has not met such applicable standard of conduct shall be a defense to the action
or create a presumption that the claimant has not met the applicable standard of
conduct.
 
  (3) The right to  indemnification  and the  payment of  expenses  incurred  in
defending a  proceeding  in advance of its final  disposition  conferred in this
Section B shall not be exclusive of any other right which any person may have or
hereafter   acquire  under  any  statute,   provision  of  the   certificate  or
incorporation,   By-Law,   agreement,  vote  of  stockholders  or  disinterested
directors or otherwise.
 
  (4) The Corporation may maintain insurance,  at its expense, to protect itself
and any  director,  officer,  employee  or agent of the  Corporation  or another
corporation,  partnership,  joint venture, trust or other enterprise against any
expense,  liability or loss, whether or not the Corporation would have the power
to  indemnify  such person  against  such  expense,  liability or loss under the
General Corporation Law of the State of Delaware.
 
  (5) The  Corporation  may, to the extent  authorized  from time to time by the
Board of Directors,  grant rights to  indemnification,  and rights to be paid by
the Corporation the expenses  incurred in defending any proceeding in advance of
its final disposition,  to any agent of the Corporation to the fullest extent of
the  provisions  of this  Section  B with  respect  to the  indemnification  and
advancement   of  expenses  of  directors,   officers,   and  employees  of  the
Corporation.
 
         The Company has a liability  insurance  policy in effect  which covers
certain  claims  against  any  officer or  director  of the Company by reason of
certain breaches of duty, neglect,  errors or omissions committed by such person
in his or her capacity as an officer or director.
 
 
 
Item 7.  EXEMPTION FROM REGISTRATION CLAIMED
 
         No response is required to this item.
 
Item 8.  EXHIBITS
 
         Exhibit Number   Description
 
         5                Opinion and Consent of Waring Cox
 
         10.28            Delta and Pine Land Company 1995 Long-Term Incentive 
                          Plan
        
         23.1             Consent of Waring Cox (contained in Exhibit 5)
 
         23.2             Consent of Arthur Andersen LLP
 
         5                Power of Attorney (included on the Signature pages)
 
Item 9.  UNDERTAKINGS
 
         (a)      The undersigned registrant hereby undertakes:
 
         (1) To file, during any period in which offers or sales are being made,
a  post-effective  amendment  to this  registration  statement  to  include  any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information in the registration statement.
 
         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities  Act of 1933 (the "1933  Act"),  each such  post-effective  amendment
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.
 
         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.
 
         (b) The undersigned registrant hereby undertakes that, for the purposes
of determining any liability under the 1933 Act, each filing of the registrant's
annual  report  pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Act) that is  incorporated  by reference in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
 
         (c) Insofar as indemnification  for liabilities  arising under the 1933
Act may be  permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against public policy as expressed in the 1933 Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy  as  expressed  in the  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.
 
 
 
<PAGE>
 
 
                                   SIGNATURES
 
         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of  Scott,  State  of  Mississippi,  on the 3rd day of
February, 1997.
 
                                                     DELTA AND PINE LAND COMPANY
 
         
                                               By:   /s/ W. Thomas Jagodinski
                                                     W. Thomas Jagodinski
                                                     Vice President-Finance
 
 
 
 
<PAGE>
 
 
                                POWER OF ATTORNEY
 
         KNOW  ALL MEN BY  THESE  PRESENTS  that the  undersigned  Officers  and
Directors  of Delta  and Pine  Land  Company,  a  Delaware  corporation,  hereby
constitute  and appoint  Roger D. Malkin and W.  Thomas  Jagodinski  and each of
them, the true and lawful agents and  attorneys-in-fact,  and in any one or more
of them, to sign for the undersigned,  in their respective names as Officers and
Directors of the Corporation,  one or more  Registration  Statements on Form S-8
(or  other  appropriate  form) to be  filed  with the  Securities  and  Exchange
Commission,  Washington, D.C., under the Securities Act of 1933, as amended, and
any amendment or supplement to such Registration Statement, relating to the 1995
Long-Term Incentive Plan: hereby ratifying and confirming all acts taken by such
agents and attorneys-in-fact, or any one or more of them, as herein authorized.
 
         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the date indicated.
 
Signature                        Title                      Date
 
 /s/ Roger D.               Chairman of the Board         January 31, 1997
Roger D. Malkin           and Chief Executive Officer
                           (Principal Executive Officer)
 
/s/ W. Thomas Jagodinski    Vice President - Finance      January 31, 1997
W. Thomas Jagodinski        (Principal Financial and
                             Accounting Officer)
 
/s/ Nam-Hai Chua              Director                    January 31, 1997
Nam-Hai Chua
 
/s/ Jon E.M. Jacoby           Director                    February 3, 1997
Jon E. M. Jacoby
 
/s/ Joseph M. Murphy          Director                    February 1, 1997
Joseph M. Murphy
 
                              Director
---------------------
Stanley P. Roth
 
/s/ Rudi E. Scheidt           Director                    January 31, 1997
Rudi E. Scheidt
 
 
 
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "D&PL 1995 LONG-TERM INCENTIVE PLAN", "secsgml_size_bytes": 20599}]
{"company-data": {"conformed-name": "DELTA & PINE LAND CO", "cik": "0000902277", "assigned-sic": "0100", "irs-number": "621040440", "state-of-incorporation": "DE", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-21049", "film-number": "97517316"}, "business-address": {"street1": "ONE COTTON ROW", "city": "SCOTT", "state": "MI", "zip": "38772", "phone": "6017423351"}, "mail-address": {"street1": "ONE COTTON ROW", "city": "SCOTT", "state": "MS", "zip": "38772"}}
As filed with the Securities and Exchange Commission on February 4, 1997
 
 
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
 
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
 
 
                           DELTA AND PINE LAND COMPANY
             (Exact name of registrant as specified in its charter)
      
 Delaware                                              62-1040440
(State of Incorporation)                   (I.R.S. Employer Identification No.)
                                 One Cotton Row
                            Scott, Mississippi 38772
                    (Address of principal executive offices)
 
                      DELTA AND PINE LAND  COMPANY 1995
                         LONG-TERM   INCENTIVE  PLAN  
                       (Full Title of the Plan)
 
                              W. THOMAS JAGODINSKI
                            Vice President - Finance
                           Delta and Pine Land Company
                                 One Cotton Row
                            Scott, Mississippi 38772
                                 (601) 742-4000
             (Name, address and telephone number of agent for service)
 
                                (with copies to:)
                             SAMUEL D. CHAFETZ, Esq.
                                 Waring Cox, PLC
                               50 N. Front Street
                                   Suite 1300
                            Memphis, Tennessee 38103
 

                        CALCULATION OF REGISTRATION FEE
Proposed maximum    Proposed maximum
Title of securities    Amount to be       offering price per  aggregate offering  Amount of
to be registered       registered(1)         share(2)              price         registration fee               
Options, and Shares,
Common Stock,          1,440,000 shares    $ 38.375           $55,260,000         $16,746
$0.10 par value
(1) Shares to be registered reflect effect of 3 for 2 stock split declared after
the adoption of the Delta and Pine Land Company 1995 Long-Term Incentive Plan.
 
(2)  Estimated  solely  for the  purpose  of  calculating  the  registration  in
accordance  with Rule 457(c) under the  Securities  Act of 1933,  based upon the
average of the high and low prices for the  Company's  Common Stock as quoted on
the New York Stock Exchange on January 28, 1997.
PART II
 
Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
 
         The  following   documents  filed  with  the  Securities  and  Exchange
Commission are incorporated herein by reference:
 
         1. The  Registrant's  latest  annual  report  on Form 10-K for the year
ended August 31, 1996 and filed with the Commission on November 27, 1996.
 
         2. All reports  filed by the  Registrant  pursuant to Section  13(a) or
15(d) of the  Securities  Exchange Act of 1934 (the "1934 Act") since the end of
the fiscal year ended August 31, 1996.
 
         3. The  description of the  Registrant's  Common Stock contained in its
Registration Statement on Form 8-A filed with the Commission on May 18, 1993 and
amended by Amendment No. 1 to the Registration  Statement on Form 8-A filed with
the Commission on June 24, 1993.
 
         All documents subsequently filed by the registrant pursuant to Sections
13(a),  13(c),  14  and  15(d)  of the  1934  Act,  prior  to  the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference herein and to be a part thereof from the date of
filing of such documents.
 
Item 4.  DESCRIPTION OF SECURITIES
 
         No response is required to this item.
 
Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
 
         No response is required to this item.
 
Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
         Section  145 of the  Delaware  General  Corporation  law  provides  for
indemnification  of  a  corporation's   officers  and  directors  under  certain
circumstances. Section 145 of the Delaware General Corporation Law also provides
that a corporation has the power to purchase and maintain insurance on behalf of
its officers and directors  against any liability  asserted  against such person
and incurred by him or her in such capacity, or arising out of his or her status
as such, whether or not the corporation would have the power to indemnify him or
her against such  liability  under the provisions of Section 145 of the Delaware
General  Corporation Law. Section 6.7 of the Bylaws of the Company and the Ninth
Article of the Company's Restated  Certificate of Incorporation also provide for
indemnification of officers and directors, as authorized by Section 145.
 
         Section  102(b)(7) of the Delaware  General  Corporation  Law enables a
corporation in its certificate of incorporation to limit the personal  liability
of members of its board of directors for  violations  of a director's  fiduciary
duty of care. The Section does not,  however,  limit the liability of a director
for breaching his or her duty of loyalty, failing to act in good faith, engaging
in intentional  misconduct or knowingly violating a law, or from any transaction
in which the director  derived an improper  personal  benefit.  The Section also
will have no effect on claims  arising under the federal  securities  laws.  The
Certificate  of  Incorporation  of  the  Company  limits  the  liability  of its
directors as authorized by Section 102(b)(7).
 
The Ninth Article of Restated Certificate of Incorporation of the Company
provides:
 
         A. A director of the Corporation  shall not be personally liable to the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a director,  except for liability  (i) for any breach of the  director's
duty of  loyalty  to the  Corporation  or its  stockholders,  (ii)  for  acts or
omissions  not in good  faith  or which  involved  intentional  misconduct  or a
knowing  violation  of law,  (iii) for any  transaction  from which the director
derived an improper personal  benefit,  or (iv) under Section 174 of the General
Corporation Law of the State of Delaware.  If the General Corporation Law of the
State of Delaware is amended to authorize  corporate action further  eliminating
or limiting  the  personal  liability  of  directors,  then the  liability  of a
director of the Corporation shall be eliminated or limited to the fullest extent
permitted  by the  General  Corporation  Law of the  State  of  Delaware,  as so
amended. Any repeal or modification of this Section A by the stockholders of the
Corporation  shall not adversely affect any right or protection of a director of
the Corporation existing at the time of such repeal or modification.
 
         B. (1) Each  person who was or is made a party or is  threatened  to be
made a party to or is involved  in any  action,  suit,  or  proceeding,  whether
civil, criminal, administrative or investigative (hereinafter a "proceeding", by
reason  of the fact  that he or she or a person  of whom he or she is the  legal
representative  is or was a director,  officer or employee of the Corporation or
is or was serving at the  request of the  Corporation  as a  director,  officer,
employee,  agent  or in  any  other  capacity  of  another  corporation  or of a
partnership,  joint venture,  trust or other enterprise,  including service with
respect to  employee  benefit  plans,  whether the basis of such  proceeding  is
alleged action in an official capacity as a director, officer, employee or agent
or in any other  capacity  while  serving as a  director,  officer,  employee or
agent,  shall be indemnified and held harmless by the Corporation to the fullest
extent authorized by the General Corporation Law of the State of Delaware as the
same exists or may hereafter he amended (but, in the case of any such amendment,
only to the  extent  that such  amendment  permits  the  Corporation  to provide
broader indemnification rights
 
than said law permitted  the  Corporation  to provide prior to such  amendment),
against all expense,  liability and loss (including  attorney's fees, judgments,
fines,  ERISA  excise  taxes  or  penalties  and  amounts  paid or to be paid in
settlement)  reasonably  incurred  or  suffered  by such  person  in  connection
therewith  if such  person  acted  in good  faith  and in a manner  such  person
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable cause to believe his conduct was unlawful,  and such  indemnification
shall continue as to a person who has ceased to be a director, officer, employee
or agent and shall  inure to the  benefit  of his or her  heirs,  executors  and
administrators;  provided,  further, that except as provided in paragraph (2) of
this  Section  B with  respect  to  proceedings  seeking  to  enforce  rights to
indemnification,  the  Corporation  shall  indemnify  any  such  person  seeking
indemnification  in connection with a proceeding (or part thereof)  initiated by
such person only if such  proceeding  (or part  thereof) was  authorized  by the
Board of  Directors  of the  Corporation  by a majority  vote of a quorum of the
directors who were not parties to such action,  suit or  proceeding,  or if such
quorum is not  obtainable,  by the  stockholders.  The right to  indemnification
conferred  in this  Section B shall be a contract  right and shall  include  the
right to be paid by the Corporation  and the expenses  incurred in defending any
such proceeding in advance of its final disposition;  provided, however, that if
the General  Corporation Law of the State of Delaware  requires,  the payment of
such  expenses  incurred  by a director  or officer in his or her  capacity as a
director or officer  (and not in any other  capacity in which  service was or is
rendered  by such  person  while  a  director  or  officer,  including,  without
limitation,  service  to an  employee  benefit  plan) in  advance  of the  final
disposition of a proceeding, shall be made only upon delivery to the Corporation
of an  undertaking  by or on behalf of such  director or  officer,  to repay all
amounts so advanced if it shall  ultimately be determined  that such director or
officer is not entitled to be indemnified under this Section B or otherwise.
 
(2) If a claim under  paragraph (1) of this Section B is not paid in full by the
corporation  within  thirty days after a written  claim has been received by the
Corporation,  the  claimant  may at any time  thereafter  bring suit against the
Corporation  to recover  the unpaid  amount of the claim and, if  successful  in
whole or in part,  the claimant shall be entitled to be paid also the expense of
prosecuting  such claim. It shall be a defense to any such action (other than an
action  brought  to  enforce a claim for  expenses  incurred  in  defending  any
proceeding in advance of its final disposition  where the required  undertaking,
if any is required,  has been tendered to the Corporation) that the claimant has
not met the  standards of conduct  which make it  permissible  under the General
Corporation  Law of the State of Delaware for the  Corporation  to indemnify the
claimant for the amount claimed, but the burden of proving such defense shall be
on the Corporation.  Neither the failure of the Corporation (including its Board
of  Directors,  independent  legal  counsel  or  stockholders)  to  have  made a
determination  prior to the commencement of such action that  indemnification of
the  claimant  is  proper  in the  circumstances  because  he or she has met the
applicable  standard of conduct set forth in the General  Corporation Law of the
State of Delaware, nor an actual determination by the Corporation (including its
Board of Directors, independent legal counsel or stockholders) that the claimant
has not met such applicable standard of conduct shall be a defense to the action
or create a presumption that the claimant has not met the applicable standard of
conduct.
 
  (3) The right to  indemnification  and the  payment of  expenses  incurred  in
defending a  proceeding  in advance of its final  disposition  conferred in this
Section B shall not be exclusive of any other right which any person may have or
hereafter   acquire  under  any  statute,   provision  of  the   certificate  or
incorporation,   By-Law,   agreement,  vote  of  stockholders  or  disinterested
directors or otherwise.
 
  (4) The Corporation may maintain insurance,  at its expense, to protect itself
and any  director,  officer,  employee  or agent of the  Corporation  or another
corporation,  partnership,  joint venture, trust or other enterprise against any
expense,  liability or loss, whether or not the Corporation would have the power
to  indemnify  such person  against  such  expense,  liability or loss under the
General Corporation Law of the State of Delaware.
 
  (5) The  Corporation  may, to the extent  authorized  from time to time by the
Board of Directors,  grant rights to  indemnification,  and rights to be paid by
the Corporation the expenses  incurred in defending any proceeding in advance of
its final disposition,  to any agent of the Corporation to the fullest extent of
the  provisions  of this  Section  B with  respect  to the  indemnification  and
advancement   of  expenses  of  directors,   officers,   and  employees  of  the
Corporation.
 
         The Company has a liability  insurance  policy in effect  which covers
certain  claims  against  any  officer or  director  of the Company by reason of
certain breaches of duty, neglect,  errors or omissions committed by such person
in his or her capacity as an officer or director.
 
 
 
Item 7.  EXEMPTION FROM REGISTRATION CLAIMED
 
         No response is required to this item.
 
Item 8.  EXHIBITS
 
         Exhibit Number   Description
 
         5                Opinion and Consent of Waring Cox
 
         10.28            Delta and Pine Land Company 1995 Long-Term Incentive 
                          Plan
        
         23.1             Consent of Waring Cox (contained in Exhibit 5)
 
         23.2             Consent of Arthur Andersen LLP
 
         5                Power of Attorney (included on the Signature pages)
 
Item 9.  UNDERTAKINGS
 
         (a)      The undersigned registrant hereby undertakes:
 
         (1) To file, during any period in which offers or sales are being made,
a  post-effective  amendment  to this  registration  statement  to  include  any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information in the registration statement.
 
         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities  Act of 1933 (the "1933  Act"),  each such  post-effective  amendment
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.
 
         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.
 
         (b) The undersigned registrant hereby undertakes that, for the purposes
of determining any liability under the 1933 Act, each filing of the registrant's
annual  report  pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Act) that is  incorporated  by reference in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
 
         (c) Insofar as indemnification  for liabilities  arising under the 1933
Act may be  permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against public policy as expressed in the 1933 Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy  as  expressed  in the  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.
SIGNATURES
 
         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of  Scott,  State  of  Mississippi,  on the 3rd day of
February, 1997.
 
                                                     DELTA AND PINE LAND COMPANY
 
         
                                               By:   /s/ W. Thomas Jagodinski
                                                     W. Thomas Jagodinski
                                                     Vice President-Finance
POWER OF ATTORNEY
 
         KNOW  ALL MEN BY  THESE  PRESENTS  that the  undersigned  Officers  and
Directors  of Delta  and Pine  Land  Company,  a  Delaware  corporation,  hereby
constitute  and appoint  Roger D. Malkin and W.  Thomas  Jagodinski  and each of
them, the true and lawful agents and  attorneys-in-fact,  and in any one or more
of them, to sign for the undersigned,  in their respective names as Officers and
Directors of the Corporation,  one or more  Registration  Statements on Form S-8
(or  other  appropriate  form) to be  filed  with the  Securities  and  Exchange
Commission,  Washington, D.C., under the Securities Act of 1933, as amended, and
any amendment or supplement to such Registration Statement, relating to the 1995
Long-Term Incentive Plan: hereby ratifying and confirming all acts taken by such
agents and attorneys-in-fact, or any one or more of them, as herein authorized.
 
         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the date indicated.
 
Signature                        Title                      Date
 
 /s/ Roger D.               Chairman of the Board         January 31, 1997
Roger D. Malkin           and Chief Executive Officer
                           (Principal Executive Officer)
 
/s/ W. Thomas Jagodinski    Vice President - Finance      January 31, 1997
W. Thomas Jagodinski        (Principal Financial and
                             Accounting Officer)
 
/s/ Nam-Hai Chua              Director                    January 31, 1997
Nam-Hai Chua
 
/s/ Jon E.M. Jacoby           Director                    February 3, 1997
Jon E. M. Jacoby
 
/s/ Joseph M. Murphy          Director                    February 1, 1997
Joseph M. Murphy
 
                              Director
---------------------
Stanley P. Roth
 
/s/ Rudi E. Scheidt           Director                    January 31, 1997
Rudi E. Scheidt