UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934 (FEE REQUIRED)

For the fiscal year ended August 31, 1995
---------------

- --- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the transition period from to
----------

Commission File Number : 0-7908

PIONEER HI-BRED INTERNATIONAL, INC
----------------------------------
(Exact name of registrant as specified in its charter)

Iowa 42-0470520
-------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

700 Capital Square, 400 Locust, Des Moines, Iowa 50309
-------------------------------------------------------
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (515) 248-4800
---------------

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

Name of each exchange
Title of each class on which registered
-------------------- -------------------
Common Stock ($1.00 par value) New York Stock Exchange

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

Title of class
-----------------------------
NONE

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

Yes X No
--- ---

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

The aggregate market value of voting stock held by non-affiliates of the
Registrant as of October 6, 1995, was $3,759,201,000. As of October 6, 1995,
83,486,829 shares of the Registrant's Common Stock, $1.00 par value, were
outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

1. Registrant incorporates by reference portions of the Pioneer Hi-Bred
International, Inc. Annual Shareholders' Report for the year ended August 31,
1995. (Items 1 and 2 of Part I, Items 5, 6, 7 and 8 of Part II.)

2. Registrant incorporates by reference portions of the Pioneer Hi-Bred
International, Inc. Proxy Statement for the annual meeting of shareholders on
February 27, 1996. (Items 10, 11, 12 and 13 of Part III).

PART I

ITEM 1. BUSINESS

The description of business contained in the Annual Report to Shareholders
for the year ended August 31, 1995 is incorporated herein by reference.

ITEM 2. PROPERTIES

The description of properties contained in the Annual Report to Shareholders
for the year ended August 31, 1995 is incorporated herein by reference.

ITEM 3. LEGAL PROCEEDINGS

No material legal proceedings

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

None

PART II

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

Market information for the Registrant's Common Stock contained in the Annual
Report to Shareholders for the year ended August 31, 1995 is incorporated herein
by reference.

ITEM 6. SELECTED FINANCIAL DATA

Selected financial data contained in the Annual Report to Shareholders for
the year ended August 31, 1995 is incorporated herein by reference.

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

Management's discussion and analysis of financial condition and results of
operations contained in the Annual Report to Shareholders for the year ended
August 31, 1995 is incorporated herein by reference.

ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements of the Registrant, together with the
report thereon of KPMG Peat Marwick LLP contained in the Annual Report to
Shareholders for the year ended August 31, 1995 are incorporated herein by
reference.

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

None

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Reference is made to registrant's definitive proxy statement to be filed with
the Commission pursuant to Regulation 14(a) not later than December 29, 1995;
and the information responsive to the item is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

PART IV

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

(a) 1. Financial Statements

The consolidated financial statements of Pioneer Hi-Bred
International, Inc. and subsidiaries filed are listed on page 4.

(a) 2. Financial Statement Schedules

The financial statement schedules of Pioneer Hi-Bred
International, Inc. and subsidiaries filed are listed on page 4.

(a) 3. Exhibits

The exhibits to the Annual Report of Pioneer Hi-Bred
International, Inc. filed are listed on page 7.

(b) Reports on Form 8-K

No report on Form 8-K was filed during the fourth quarter of the year
ended August 31, 1995.

FINANCIAL STATEMENTS
AND
FINANCIAL STATEMENT SCHEDULES
OF
PIONEER HI-BRED INTERNATIONAL, INC.
FOR THE FISCAL YEAR ENDED AUGUST 31, 1995

INDEX

Financial Statements

The following consolidated financial statements of Pioneer Hi-Bred
International, Inc. and subsidiaries are incorporated by reference in Part II,
Item 8:

Independent Auditors' Report
Consolidated Balance Sheets - August 31, 1995 and 1994
Consolidated Statements of Income - years ended August 31, 1995, 1994 and 1993
Consolidated Statements of Shareholders' Equity - years ended August 31, 1995,
1994 and 1993
Consolidated Statements of Cash Flows - years ended August 31, 1995, 1994 and
1993
Notes to Consolidated Financial Statements

Page

Financial Statement Schedules

The following financial statement schedules of Pioneer Hi-Bred International,
Inc. and subsidiaries are submitted in response to Part IV, Item 14:

Independent Auditors' Report 5

Schedule II - Valuation and Qualifying Accounts 6

Exhibits to the Annual Report 7

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

Independent Auditors' Report

TO THE SHAREHOLDERS
PIONEER HI-BRED INTERNATIONAL, INC.
DES MOINES, IOWA

Under date of October 13, 1995, we reported on the consolidated balance sheets
of Pioneer Hi-Bred International, Inc. and subsidiaries as of August 31, 1995
and 1994, and the related consolidated statements of income, shareholders'
equity, and cash flows for each of the years in the three-year period ended
August 31, 1995, as contained in the 1995 annual report to stockholders. These
consolidated financial statements and our report thereon are incorporated by
reference in the annual report on Form 10-K for the year 1995. In connection
with our audits of the aforementioned consolidated financial statements, we also
have audited the related 1995, 1994 and 1993 financial statement schedule II.
This financial statement schedule is the responsibility of the Company's
management. Our responsibility is to express an opinion on this financial
statement schedule based on our audits.

In our opinion, such financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, present fairly,
in all material respects, the information set forth therein.

KPMG Peat Marwick LLP

Des Moines, Iowa
October 13, 1995

PIONEER HI-BRED INTERNATIONAL, INC.

SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS
(In millions)

Column A Column B Column C Column D Column E
-------- -------- -------- -------- --------

Additions
Balance At Charged To Balance
Beginning Costs And Deductions At End
Description Of Period Expenses (Recoveries)* Of Period

Allowance for Doubtful Accounts:

Year ended August 31, 1995 $ 21 $ 2 $ 4 $ 19
------ ------ ------ ------

Year ended August 31, 1994 $ 19 $ 5 $ 3 $ 21
------ ------ ------ ------

Year ended August 31, 1993 $ 25 $ 8 $ 14 $ 19
------ ------ ------ ------

<FN>

*Represents accounts charged off as uncollectible, net of recoveries of bad
debts.
</FN>

INDEX

Exhibits to Annual Report on Form 10-K
Year Ended August 31, 1995
PIONEER HI-BRED INTERNATIONAL, INC.

Page

Exhibit 3--Articles of incorporation and by-laws 8-29

Exhibit 4--Rights Agreement, incorporated herein by
reference to Exhibit 1 of the Company's Form 8-A/A-1
filed March 14, 1995

Exhibit 10--Material Contracts
Supplemental Executive Retirement Plan, incorporated
herein by reference to Exhibit 10 of the Company's
1986 Annual Report on Form 10-K (file #0-7908)
Restricted Stock Plan*
Deferred Compensation Plan*
Annual Deferred Compensation Plan*
Consulting Agreement with a Director 30

Exhibit 11--Statement re: Computation of earnings per share 31

Exhibit 13--Annual Report to Shareholders for the fiscal year
ended August 31, 1995

Description of the Company's business incorporated by
reference 32-34

Consolidated net sales and operating income (loss) by product
statement incorporated by reference 35

Research and product development incorporated by reference 36

Description of properties incorporated by reference 37-38

Market for the Registrant's common stock incorporated by
reference 39

Selected financial data incorporated by reference 40

Management's discussion and analysis of financial condition
and results of operations incorporated by reference 41-52

Consolidated financial statements of the Registrant,
together with the report thereon incorporated by reference 53-70

Exhibit 21--Subsidiaries of Registrant 71-74

Exhibit 27--Financial data schedule 78

* Incorporated herein by reference to Exhibit 10 of the Company's
1993 Annual Report on Form 10-K

EXHIBIT 3

SECOND RESTATED AND AMENDED
ARTICLES OF INCORPORATION OF
PIONEER HI-BRED INTERNATIONAL, INC.

TO THE SECRETARY OF STATE OF THE STATE OF IOWA:

Pursuant to the provisions of Section 490.1007 of the Iowa Business
Corporation Act, Chapter 490, Code of Iowa, the undersigned Corporation adopts
the following Second Restated and Amended Articles of Incorporation

ARTICLE I

The name of the corporation shall be PIONEER HI-BRED INTERNATIONAL, INC.,
and its principal place of business shall be in the City of Des Moines, Polk
County, Iowa.

ARTICLE II

The duration of the Corporation's existence hereunder is perpetual.

ARTICLE III

The purpose or purposes for which the Corporation is organized are: This
Corporation shall have unlimited power to engage in and to do any lawful act
concerning any or all lawful businesses for which corporations may be organized
under Chapter 490 of the Code of Iowa.

ARTICLE IV

A. The aggregate amount of authorized capital stock of this Corporation
shall be $l50,000,000 divided into (i) 150,000,000 shares, consisting of one
class designated as common and having a par value of One Dollar ($1.00) per
share, and (ii) 10,000,000 shares, consisting of one class designated as serial
preferred without par value.

B. 1. Each outstanding share of common stock shall entitle the holder
thereof to five votes on each matter properly submitted to the holders of shares
of common stock for their vote, consent, waiver, release or other action; except
that no holder shall be entitled to exercise more than one vote on any such
matter in respect of any share of common stock with respect to which there has
been a change in beneficial ownership during the thirty-six (36) months
immediately preceding the date on which a determination is made of the
shareholders who are entitled to take any such action.

2. A change in beneficial ownership of an outstanding share of common
stock shall be deemed to have occurred whenever a change occurs in any person or
group of persons who, directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise has or shares (i) voting power, which
includes the power to vote, or to direct the voting of such share; (ii)
investment power, which includes the power to direct the sale or other
disposition of such share; (iii) the right to receive or retain the proceeds of
any sale or other disposition of such share; or (iv) the right to receive any
distributions, including cash dividends, in respect of such share.

a. In the absence of proof to the contrary provided in accordance
with the procedures referred to in subparagraph (4) of this paragraph B, a
change in beneficial ownership shall be deemed to have occurred whenever a share
of common stock is transferred of record into the name of any other person.

b. In the case of a share of common stock held of record in the name
of a corporation, general partnership, limited partnership, voting trustee,
bank, trust company, broker, nominee or clearing agency, or in any other name
except a natural person, if it has not been established pursuant to such
procedures that there has been no change in the person or persons who direct the
exercise of the rights referred to in clauses 2(i) through 2(iv) of this
paragraph with respect to such share of common stock during the period of
thirty-six months immediately preceding the date on which a determination is
made of the shareholders who are entitled to take any action (or since November
14, 1985 for any period ending on or before November 14, 1988), then a change in
beneficial ownership shall be deemed to have occurred during such period.

c. In the case of a share of common stock held of record in the name
of any person as trustee, agent, guardian or custodian under the Uniform Gifts
to Minors Act as in effect in any state, a change in beneficial ownership shall
be deemed to have occurred whenever there is a change in the beneficiary of such
trust, the principal of such agent, the ward of such guardian or the minor for
whom such custodian is acting or in such trustee, agent, guardian or custodian.

3. Notwithstanding anything in this paragraph B to the contrary, no
change in beneficial ownership shall be deemed to have occurred solely as a
result of:

a. any event that occurred prior to November 14, 1985 or pursuant to
the terms of any contract (other than a contract for the purchase and sale of
shares of common stock contemplating prompt settlement), including contracts
providing for options, rights of first refusal and similar arrangements in
existence on such date to which any holder of shares of common stock is a party;

b. any transfer of any interest in shares of common stock pursuant to
a bequest or inheritance, by operation of law upon the death of any individual,
or by any other transfer without valuable consideration, including a gift that
is made in good faith and not for the purpose of circumventing this Article IV;

c. any change in the beneficiary of any trust, or any distribution of
a share of common stock from trust, by reason of the birth, death, marriage or
divorce of any natural person, the adoption of any natural person prior to age
18 or the passage of a given period of time or the attainment by any natural
person of a specific age, or the creation or termination of any guardianship or
custodial arrangement;

d. any appointment of a successor trustee, agent, guardian or
custodian with respect to a share of common stock if neither such successor has
nor its predecessor had the power to vote or to dispose of such share of common
stock without further instructions from others, whose identities remain
unchanged;

e. any change in the person to whom dividends or other
distributions in respect to a share of common stock are to be paid
pursuant to the issuance or modification of a revocable dividend payment
order; or

f. except as provided in subparagraph (5) of this paragraph B, any
issuance of a share of common stock by the Corporation or any transfer by the
Corporation of a share of common stock held in treasury, (i.e., the person
acquiring the share shall be deemed on the date of issuance or transfer by the
Corporation to have continuously beneficially owned such share for thirty-six
(36) months), unless otherwise determined by the Board of Directors at the time
of authorizing such issuance or transfer.

4. For purposes of this paragraph B, all determinations concerning
changes in beneficial ownership, or the absence of any such change, shall be
made by the Corporation. Written procedures designed to facilitate such
determinations shall be established by the Corporation and refined from time to
time. Such procedures shall provide, among other things, the manner of proof of
facts that will be accepted and the frequency with which such proof may be
required to be renewed. The Corporation and any transfer agent shall be entitled
to rely on all information concerning beneficial ownership of the common stock
coming to their attention from any source and in any manner reasonably deemed by
them to be reliable, but neither the Corporation nor any transfer agent shall be
charged with any other knowledge concerning the beneficial ownership of the
common stock.

5. In the event of any stock split or stock dividend with respect to
the common stock, each share of common stock acquired by reason of such split or
dividend shall be deemed to have been beneficially owned by the same person
continuously from the same date as that on which beneficial ownership of the
share of common stock, with respect to which such share of common stock was
distributed, was acquired.

6. Each share of common stock, whether at any particular time the
holder thereof is entitled to exercise five votes for one, shall be identical to
all other shares of common stock in all other respects, and together all of the
common shares shall constitute a single class of shares of the Corporation.

7. Notwithstanding any provision in this paragraph B to the contrary,
if at any time the common stock will be ineligible for inclusion on the National
Market System of the National Association of Securities Dealers, Inc. Automated
Quotation System (or such other similar automated quotation system as may exist
at the time) so long as some but not all shares of common stock have five votes
per share, then, upon a determination by the Board of Directors that the
provisions of this paragraph B no longer are in the best interests of the
shareholders, and without any shareholder action, each outstanding share of
common stock shall entitle the holder thereof to one vote on each matter
properly submitted thereafter to the holders of common stock for their vote,
consent, waiver, release or other action.

C. The preferences, voting rights, if any, limitations and relative
rights of the serial preferred stock are as follows:

1. The holders of the preferred stock shall be entitled to receive
dividends when and as declared by the Board of Directors at such rate as shall
be fixed by resolution of the Board of Directors as hereafter provided, which
dividends shall be cumulative, before any dividends shall be paid or set apart
for payment on the common stock. The holders of the preferred stock shall have
no rights to share in any dividend or distribution of profits or assets of the
Corporation, whether in the form of cash, stock dividend or otherwise, except to
the extent specifically provided herein or in said resolutions of the Board of
Directors.

2. In the event of any liquidation, dissolution or winding up of the
Corporation, the holders of the preferred stock shall be entitled to be paid
such amounts as shall be fixed by resolution of the Board of Directors, as
hereafter provided, before any amount shall be paid on the common stock. After
the payment to the holders of the preferred stock of all such amounts to which
they are entitled pursuant to said resolutions of the Board of Directors, the
remaining assets and funds of the Corporation shall be divided and paid to the
holders of common stock. Neither the consolidation nor the merger of the
Corporation with or into any other corporation or corporations, nor a
reorganization of the Corporation alone, nor the sale or transfer by the
Corporation of all or any part of its assets, shall be deemed to be a
liquidation, dissolution or winding up of the Corporation for the purpose of
this subparagraph (2).

3. The preferred stock shall be subject to redemption in whole or in
part at such price and at such time and place and in such manner as the Board of
Directors shall determine.

4. Each share of preferred stock shall be entitled to such privileges
of conversion, if any, as are provided and declared by the Board of Directors at
such time as the issue of which it is a part is established by the Board of
Directors.

The preferred stock may be issued from time to time in series. Authority is
hereby expressly granted to the Board of Directors to authorize one or more
series of preferred stock and to fix the number of shares to constitute such
series and distinctive designations thereof and, with respect to each series of
preferred stock, to fix by resolution or resolutions providing for the issuance
of such series such variations in respect thereof as may be determined by the
Board of Directors. All shares of every series of preferred stock shall be alike
in every particular, and all series of preferred stock hereafter created shall
rank equally and be identical in all respects, except as to the following rights
and preferences which may constitute variations as between different series of
preferred stock:

a. The rate of the dividend on the shares of such series;

b. The price at, and the terms and conditions upon which shares may be
redeemed;

c. The amount payable upon shares in the event of involuntary liquidation;

d. The amount payable upon shares in the event of voluntary liquidation;

e. Sinking fund provisions for the redemption or purchase of shares;

f. The terms and conditions on which shares may be converted, if the
shares of any series are issued with the privilege of conversion; and

g. Voting rights, if any.

D. The holder of any share of such common or serial preferred stock shal
have no preemptive rights to acquire any additional shares of the Corporation
or to acquire any treasury stock of the Corporation.

ARTICLE V

The address of the registered office of the Corporation is 700 Capital
Square, 400 Locust St., Des Moines, Polk County, Iowa, and the name of its
registered agent at such address is John D. Hintze.

ARTICLE VI

A. The number of directors of the Corporation shall be not less than twelve
(12) and not greater than sixteen (16), and, effective as of the annual meeting
of shareholders in 1982, the Board of Directors shall be divided into three
classes, designated Class I, Class II and Class III. Such classes shall be as
nearly equal in number as possible. The term of directors of one class shall
extend to each annual meeting of shareholders and in all cases as to each
director, until his successor shall be elected and shall qualify, or until his
earlier resignation, removal from office, death or incapacity. Additional
directorships resulting from an increase in number of directors shall be
apportioned among the classes as equally as possible. The initial term of office
of directors of Class I shall extend to the annual meeting of shareholders in
1983, that of Class II shall extend to the annual meeting in 1984, and that of
Class III shall extend to the annual meeting in 1985, and in all cases as to
each director until his successor shall be elected and shall qualify or until
his earlier resignation, removal from office, death or incapacity. At each
annual meeting of shareholders, the number of directors equal to the number of
directors of the class whose term extends to the time of such meeting shall be
elected to hold office until the third succeeding annual meeting of shareholders
after their election. The Board of Directors may, upon a majority vote of its
members, increase or decrease the number of directors within the limits set
forth above. Vacancies in the Board of Directors or new directorships created by
an increase in the number of directors shall be filled by majority vote of the
remaining members of the Board and the person filling such vacancy or
newly-created directorship shall serve out the remainder of the term for the
vacated directorship or, in the case of a new directorship, the term designated
for the class of directors of which that directorship is a part.

B. The shareholders may at any time at a meeting expressly called for that
purpose remove any or all of the directors, for cause, by a vote of two-thirds
of the shares then entitled to vote at an election of directors. For purposes of
this Article, removal "for cause" shall mean that the director to be removed has
been convicted of a felony by a court of competent jurisdiction and such
conviction is no longer subject to direct appeal, or that the director to be
removed has been adjudged to be liable for negligence or misconduct in the
performance of his duty to the Corporation by a court of competent jurisdiction
and such adjudication is no longer subject to direct appeal.

C. This Article VI may not be amended, altered or repealed without the
approval of two-thirds of the shares entitled to vote at the time such
amendment, alteration or repeal is proposed.

ARTICLE VII

Each director and officer and each former director and officer of this
Corporation and each person who may serve at its request as a director or
officer of another corporation in which this Corporation or a subsidiary of this
Corporation owns shares of capital stock, or of which it is a creditor, shall be
indemnified by this Corporation against all costs and expenses reasonably
incurred by him in connection with any action, suit or proceeding in which he is
or may be involved by reason of his being, or having been, a director or officer
of this Corporation or of such other corporation (whether or not he is a
director or officer at the time of incurring such costs and expenses), except
with respect to matters as to which he shall be adjudged in any such action,
suit or proceeding to be liable by reason of his negligence, fraud or other
civil or criminal misconduct in the performance of his duties. In the case of
the settlement of any such action, suit or proceeding, he shall be indemnified
by this Corporation against the costs and expenses (including any amount paid in
settlement to this Corporation or to such other corporation or otherwise)
reasonably incurred by him in connection with such action, suit or proceeding
(whether or not he is a director or officer at the time of incurring such costs
and expenses) if, and only if, the holders of a majority of capital stock of the
Corporation represented at any annual meeting or special meeting of such
shareholders shall vote to approve such settlement and the reimbursement of such
director or officer of such costs or expenses.

The foregoing rights of indemnification shall apply to the heirs, executors
and administrators of any such director or officer, or former director or
officer or person and shall not be exclusive of other rights to which any such
director or officer or former director or officer or persons (or his heirs,
executors or administrators) may be entitled as a matter of law.

ARTICLE VIII

The Board of Directors of this Corporation shall have the power to adopt a
corporate seal which shall be the corporate seal of this Corporation.

ARTICLE IX

The private property of the shareholders of this Corporation shall at all
times be exempt from liability of corporate debts of any kind and this Article
shall not be amended or repealed.

ARTICLE X

In the event that any shareholder shall become indebted to the Corporation,
the Corporation shall have a lien upon any shares of stock in this Corporation
owned by such shareholder for the full amount of such indebtedness.

ARTICLE XI

Stock in this Corporation shall be transferred only by assignment upon the
books of the Corporation, subject to and in accordance with such restrictions as
may be provided in the by-laws of this Corporation.

ARTICLE XII

To the fullest extent permitted by the Iowa Business Corporation Act as the
same now exists or may hereafter be amended, a director of the Corporation shall
not be liable to the Corporation or its stock-holders for monetary damages for
breach of fiduciary duty as a director. Any repeal or modification of this
ARTICLE XII by the stockholders of the Corporation only shall be applied
prospectively, to the extent that such repeal or modification would, if applied
retrospectively, adversely affect any limitation on the personal liability of a
director of the Corporation existing immediately prior to such repeal or
modification.

The above Second Restated and Amended Articles of Incorporation do not
contain an amendment requiring the approval of the Corporation's shareholders,
and were unanimously adopted by the Corporation's Board of Directors on December
11, 1990.

Dated December 11, 1990

PIONEER HI-BRED INTERNATIONAL, INC.

By: /s/ Jerry L. Chicoine
Jerry L. Chicoine
Title: Senior Vice President, CFO
and Secretary

STATE OF IOWA)
ss:
COUNTY OF POLK)

On this 11th day of December, 1990, before me, a notary public in and for
the State of Iowa, personally appeared Jerry L. Chicoine, to me personally
known, who being by me duly sworn do say that he is the Senior Vice President,
CFO and Secretary, respectively of said corporation, that the corporate seal has
been affixed to this document and that said Second Restated and Amended Articles
of Incorporation were signed on behalf of said corporation by authority of its
Board of Directors and the said Jerry L. Chicoine acknowledges the execution of
said instrument to be the voluntary act and deed of said corporation by it
voluntarily executed.

By: /s/ Jane B. Forbes
Jane B. Forbes
Notary Public in and for the State of
Iowa

September 12, 1995

RESTATED AND AMENDED BYLAWS

PIONEER HI-BRED INTERNATIONAL, INC.

ARTICLE I.

PRINCIPAL OFFICE

The principal office of the Corporation shall be located at 700 Capital
Square, 400 Locust Street in the City of Des Moines, in the County of Polk,
State of Iowa.

ARTICLE II.

MEETINGS OF SHAREHOLDERS

SECTION 1. Annual Meeting. The annual meeting of the shareholders shall be
held on the fourth Tuesday of February of each year, beginning with the year
1988 at the hour of 2:00 P.M. for the purpose of electing directors and for the
transaction of such other business as may come before the meeting; PROVIDED,
HOWEVER, that the President may in any year designate an earlier date as the day
of the annual meeting that year. If the day fixed for the annual meeting as
herein provided shall be a legal holiday, and a different day is not designated
by the President, such meeting shall be held on the next succeeding business
day. If the election of directors shall not be held on the day designated herein
for any annual meeting or any adjournment thereof, the Board of Directors shall
cause the election to be held at a meeting of the shareholders as soon
thereafter as conveniently may be held.

SECTION 2. Special Meetings. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the Articles
of Incorporation, may be called by the President and shall be called by the
President or Secretary at the request in writing of a majority of the Board of
Directors, or at the request in writing of shareholders owning not less than
one-tenth in amount of the entire capital stock of the Corporation issued and
outstanding and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting. Business transacted at any special meeting of
the shareholders shall be limited to the purposes stated in the notice.

SECTION 3. Place of Meeting. The Board of Directors or the President may
designate any place, either within or without the State of Iowa, as the place of
meeting for any annual meeting or for any special meeting called by the Board of
Directors. A waiver of notice signed by all shareholders may designate any
place, either within or without the State of Iowa, as the place for the holding
of such meeting. If no designation is made, or if a special meeting be otherwise
called, the place of meeting shall be the registered office of the Corporation
in the State of Iowa.

SECTION 4. Notice of Meetings. Written or printed notice stating the place,
day and hour of the meeting, and in the case of a special meeting, the purpose
or purposes for which the meeting is called, shall be delivered not less than
ten (10) or more than sixty (60) days before the date of the meeting, either
personally or by mail, by or at the direction of the President, or the
Secretary, or the officer or persons calling the meeting, to each shareholder of
record entitled to vote at such meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail, addressed to the
shareholder at his address as it appears on the records of the Corporation, with
postage thereon prepaid.

SECTION 5. Closing of Transfer Books or Fixing of Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
proper purpose, the Board of Directors of the Corporation may provide that the
stock transfer books shall be closed for a stated period, but not to exceed, in
any case, seventy (70) days. If the stock transfer books shall be closed for the
purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least ten (10) days
immediately preceding such meeting. In lieu of closing the stock transfer books,
the Board of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than seventy
(70) days and, for a meeting of shareholders, not less than ten (10) days, prior
to the date on which the particular action, requiring such determination of
shareholders, is to be taken. If the transfer books are not closed and no record
date is fixed for the determination of shareholders entitled to notice of or to
vote at a meeting of shareholders, or shareholders entitled to receive payment
of a dividend, the date on which notice of the meeting is mailed or the date on
which the resolution of the Board of Directors declaring such dividend is
adopted, as the case may be, shall be the record date for such determination of
shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.

SECTION 6. Voting Lists. The officer or agent having charge of the transfer
books for shares of the Corporation shall make, at least ten (10) days before
each meeting of shareholders, a complete list of the shareholders entitled to
vote at such meeting, arranged in alphabetical order, with the address of and
the number of shares held by each, which list, for a period of ten (10) days
prior to such meeting, shall be subject to inspection by any shareholder at any
time during usual business hours. Such list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the inspection of
any shareholder during the whole time of the meeting. The original share ledger
or transfer book, or a duplicate thereof kept in this State, shall be prima
facie evidence as to who are the shareholders entitled to examine such list or
share ledger or transfer book or to vote at any meeting of shareholders.

SECTION 7. Quorum. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the shareholders for the
transaction of business as otherwise provided by statute or by the Articles of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the shareholders, a majority of the shareholders entitled to vote
thereat, present in person or represented by proxy, shall have power to adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting, at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed. When a quorum is present at any meeting, the vote of the holders of a
majority of the stock having voting power present in person or represented by
proxy shall decide any question brought before such meeting, unless the question
is one upon which by express provision of the statutes or of the Articles of
Incorporation a different vote is required, in which case, such express
provision shall govern and control the decision of such question.

SECTION 8. Proxies. Each shareholder shall at every meeting of the
shareholders be entitled to that number of votes as is determined by the
Corporation in accordance with Article IV of the Articles of Incorporation of
the Corporation, as presently in effect or as may be amended hereafter, upon
each matter submitted to vote of the shareholders to be voted in person or by
proxy executed in writing by said shareholder or by his duly authorized
attorney-in-fact, for each share of the capital stock having voting power held
by such shareholder. Such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meeting. No proxy shall be valid after
eleven (11) months from the date of its execution, unless otherwise provided in
the proxy.

SECTION 9. Voting of Shares by Certain Holders. Shares standing in the name
of another Corporation, domestic or foreign, may be voted by such officer,
agent, or proxy as the Bylaws of such Corporation may prescribe, or, in the
absence of such provision, as the Board of Directors of such Corporation may
determine.

Shares standing in the name of a deceased person, a minor, ward or an
incompetent person, may be voted by his administrator, executor, court appointed
guardian or conservator, either in person or by proxy without a transfer of such
shares into the name of such administrator, executor, court appointed guardian
or conservator. Shares standing in the name of a trustee may be voted by him
either in person or by proxy.

Shares standing in the name of the receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority to do so be
contained in an appropriate order of the court by which such receiver was
appointed.

A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

Shares of its own stock belonging to this Corporation shall not be voted,
directly or indirectly, at any meeting and shall not be counted in determining
the total number of outstanding shares at any time, but shares of its own stock
held by it in a fiduciary capacity may be voted and shall be counted in
determining the total number of outstanding shares at any given time.

SECTION 10. Inspectors. At any meeting of shareholders, the chairman of the
meeting may, or upon the request of any shareholder, shall appoint one or more
persons as inspectors for such meeting. Such inspectors shall ascertain and
report the number of shares represented at the meeting, based upon their
determination of the validity and effect of proxies; count all votes and report
the results; and do such other acts as are proper to conduct the election and
voting with impartiality and fairness to all the shareholders. Each report of an
inspector shall be in writing and signed by him or by a majority of them if
there be more than one inspector acting at such meeting. If there is more than
one inspector, the report of the majority shall be the report of the inspectors.
The report of the inspector or inspectors on the number of shares represented at
the meeting and the results of the voting shall be prima facie evidence thereof.

SECTION 11. Informal Action by Shareholders. Any action required to be
taken at a meeting of the shareholders, or any other action which may be taken
at a meeting of the shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all the
shareholders entitled to vote with respect to the subject matter thereof.

SECTION 12. Voting by Ballot. Voting on any question or in any election may
be viva voce unless the presiding officer shall order or any shareholder shall
demand that voting be by ballot.

SECTION 13. Shareholder Business Proposals. At any annual meeting of the
Corporation's shareholders, only such business shall be conducted as shall have
been properly brought before the meeting. To be properly brought before an
annual meeting, business must be (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors, (b)
otherwise properly brought before the meeting by or at the direction of the
Board of Directors, or (c) otherwise properly brought before the meeting by a
shareholder. Business may be properly brought before an annual meeting by a
shareholder only if written notice of the shareholder's intent to propose such
business has been given, either by personal delivery or by United States mail,
first class postage prepaid, to the Secretary of the Corporation no later than
ninety days in advance of such annual meeting, provided that in the event that
less than ninety days' notice or prior public disclosure of the date of such
annual meeting is given or made to shareholders, the shareholder's submission
shall be timely if received by the Secretary of the Corporation not later than
the close of business on the tenth day following the day on which such notice of
the date of the meeting was mailed or such public disclosure was made (whichever
first occurs). Each notice of new business must set forth: (i) the name and
address of the shareholder who intends to raise the new business;

(ii) the business desired to be brought forth at the meeting and the reasons for
conducting such business at the meeting; (iii) a representation that the
shareholder is a holder of record of stock of the Corporation entitled to vote
with respect to such business and intends to appear in person or by proxy at the
meeting to move the consideration of such business; (iv) such shareholder's
beneficial ownership of the Corporation's voting stock; and (v) such
shareholder's interest in such business. The chairman of the meeting may refuse
to acknowledge a motion to consider any business that he determines was not made
in compliance with the foregoing procedures.

An adjourned meeting, if notice of the adjourned meeting is not required to
be given to shareholders, shall be regarded as a continuation of the original
meeting, and any notice of new business must meet the foregoing requirements
based upon the date on which notice or public disclosure of the date of the
original meeting was given or made. In the event of an adjourned meeting where
notice of the adjourned meeting is required to be given to shareholders, any
notice of new business made by a shareholder with respect to the adjourned
meeting must meet the foregoing requirements based upon the date on which notice
or public disclosure of the date of the adjourned meeting was given or made.

No action may be taken by the Board of Directors (whether through amendment
of the Bylaws or otherwise) to amend, alter, change or repeal, directly or
indirectly, the provisions of this Article II, Section 13 of the Bylaws, unless
two-thirds of the directors (based on the number of directors then authorized,
regardless of whether there are any vacancies) shall concur in such action.

ARTICLE III.

BOARD OF DIRECTORS

SECTION 1. General Powers. The business and affairs of the Corporation
shall be managed by its Board of Directors which may exercise all such powers of
the Corporation and do all such lawful acts and things as are not by statute or
by the Articles of Incorporation or by these Bylaws directed or required to be
exercised or done by the shareholders.

SECTION 2. Number, Tenure and Qualifications. The number of directors which
shall constitute the whole Board shall be such number, not less than twelve (12)
nor more than sixteen (16), as may be determined from time to time by vote of a
majority of the entire Board of Directors. The directors shall be divided into
three (3) classes each of which shall be as nearly equal in number as possible
except as provided in Section 3 of this Article. The directors shall be elected
at an annual meeting of the shareholders, and shall hold an office for a term of
the lesser of (a) three (3) years or (b) until the end of the term for the Class
of Directors to which such Director has been elected and until his successor is
elected and qualified. A Director need not be a shareholder of this Corporation.

SECTION 3. Vacancies. Any vacancy occurring in the Board of Directors and
any directorship to be filled by reason of an increase in the number of
directors, may be filled by the affirmative vote of a majority of the remaining
directors though less than a quorum of the Board of Directors. Any director
elected to fill a vacancy created other than by reason of an increase in the
number of directors shall be elected for the unexpired term of his or her
predecessor in office. Any director elected to fill a vacancy by reason of an
increase in the number of directors may continue in office only until the next
election of directors by the shareholders.

No action may be taken by the Board of Directors (whether through amendment
of the Bylaws or otherwise) to amend, alter, change or repeal, directly or
indirectly, the provisions of this Article III, Section 3 of the Bylaws, unless
two-thirds of the directors (based on the number of directors then authorized,
regardless of whether there are any vacancies) shall concur in such action.

SECTION 4. Regular Meetings. A regular meeting of the Board of Directors
shall be held without other notice than this Bylaw, immediately after, and at
the same place as, the annual meeting of shareholders. The Board of Directors
may provide, by resolution, the time and place, either within or without the
State of Iowa, for the holding of additional regular meetings without other
notice than such resolution.

SECTION 5. Special Meetings. Special Meetings of the Board of Directors may
be called by or at the request of the President or any two directors. The person
or persons authorized to call special meetings of the Board of Directors may fix
any place, either within or without the State of Iowa, as the place for the
holding of such meeting.

SECTION 6. Notice. Notice shall be given at least 24 hours in advance of
the time set for such meeting and may be given by telephone or telegram. If
notice be given by telegram, such notice shall deem to be delivered when
delivered to the telegraph company. Any director may waive notice of a meeting
by written waiver, executed either before or after the time stated in the
notice. Attendance at a meeting shall constitute a waiver of notice of such
meeting, except where a director attends such meeting for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully
called or convened.

SECTION 7. Quorum. A majority of the number of directors currently in
office shall constitute a quorum for transaction of business at any meeting of
the Board of Directors, provided, that if less than a majority of such number of
directors are present at said meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice.

SECTION 8. Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors, except as may be otherwise specifically provided by statute, the
Articles of Incorporation or these Bylaws. Members of the Board of Directors or
any committee designated by such board, may participate in a meeting of such
board or committee by conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this provision shall constitute
presence in person at such meeting.

SECTION 9. Informal Action. Unless specifically prohibited by statute, the
Articles of Incorporation or these Bylaws, any action required to be taken at a
meeting of the Board of Directors, or any other action which may be taken at a
meeting of the Board of Directors or of any committee thereof, may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all the directors entitled to vote with respect to the
subject matter thereof, or by all the members of such committee and filed with
the minutes of proceedings of the Board or committee as the case may be. Any
such consent signed by all the Directors or all the members of such committee
shall have the same effect as a unanimous vote, and may be stated as such in any
document filed with the Secretary of State, or issued for any other reason.

SECTION 10. Compensation. The Directors may be paid for their expenses, if
any, of attendance at such meeting of the Board of Directors, and may be paid a
fixed sum for attendance at each meeting of the Board of Directors, or a stated
salary or fee as such director. No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be allowed like
compensation for attending committee meetings.

SECTION 11. Presumption of Assent. A Director of the Corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his dissent shall be entered in the minutes of the meeting or unless he shall
file his written dissent to such action with the person acting as the Secretary
of the meeting before the adjournment thereof or shall forward such dissent by
registered mail to the Secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to directors
who voted in favor of such action.

SECTION 12. Removal of Directors. The shareholders may at any time at a
meeting expressly called for that purpose remove any or all of the directors,
for cause, by a vote of two-thirds of the shares then entitled to vote at an
election of directors. For the purposes of this Section 12, removal "for cause"
shall mean that the director to be removed has been convicted of a felony by a
court of competent jurisdiction and such conviction is no longer subject to
direct appeal, or that the director to be removed has been adjudged to be liable
for negligence or misconduct in the performance of his duty to the Corporation
by a court of competent jurisdiction and such adjudication is no longer subject
to direct appeal. Any vacancy in the Board of Directors resulting from the
removal of a director shall be filled by majority vote of the remaining members
of the Board of Directors.

SECTION 13. Committees of Directors. The Board of Directors may, by
resolution passed by a majority of the whole board, designate an executive
committee and/or one or more other committees, each committee to consist of two
or more of the Directors of the Corporation, which, to the extent provided in
the resolution, shall have and may exercise the powers of the Board of Directors
in the management of the business and affairs of the Corporation and may
authorize the seal of the Corporation to be affixed to all papers which may
require it. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the Board of Directors.

The Compensation Committee shall consist of no less than three and no more
than eight directors who are not at the time of their election employees of the
Corporation or otherwise entitled to participate in any compensation or
incentive plan administered by the Committee, except to the extent otherwise
determined by a majority of the directors who are not members of the
Compensation Committee. The Compensation Committee shall be responsible for all
executive compensation programs of the Corporation, including, without
limitation, stock incentive plans and shall evaluate and recommend to the Board
of Directors compensation for executive officers. It shall review summaries of
current compensation paid all other officers, and shall periodically report
changes in the compensation plans for all officers and employees to the Board of
Directors. It shall receive and review such reports of compensation and benefit
plan administration from the Corporation's management as it may require. The
Compensation Committee shall also review, and make recommendations concerning,
management structure and succession planning, management retirement policy, and
officer supervision and training to assure the full development of management
potential and an orderly succession of management.

The Nominating Committee shall consist of not less than three nor more than
nine directors and shall be responsible for establishing criteria for the
election of directors, reviewing management's evaluation of any officers
proposed for nomination to the Board of Directors, and reviewing the
qualifications of, and when appropriate interviewing, candidates who may be
proposed for nomination to the Board of Directors, including those nominees
recommended by shareholders. The Committee shall be responsible for recommending
to the Board of Directors, not less than 120 days prior to each annual meeting
of the shareholders, a slate of directors to be elected for the following year.
The Committee shall also perform such other duties in connection with the search
for qualified directors and the selection, election, or termination of directors
as the Board of Directors may request.

The Audit Committee shall consist of not less than three nor more than nine
directors, a majority of whom shall be independent directors. The Committee
shall have general oversight responsibility with respect to the Corporation's
financial reporting. In performing its oversight responsibility, the Committee
shall make recommendations to the Board of Directors as to the selection,
retention, or change in the independent accountants of the Corporation, review
with the independent accountants the scope of their examination and other
matters (relating to both audit and non-audit activities), and review generally
the internal auditing procedures of the Corporation. In addition, the Committee
shall review corporate policies relating to compliance with laws and
regulations, ethics, and conflicts, and (consistent with the NASDAQ listing
requirement) it shall conduct a review of all material related party
transactions on an ongoing basis. In undertaking the foregoing responsibilities,
the Audit Committee shall have unrestricted access, if necessary, to company
personnel and documents and shall be provided with the resources and assistance
necessary to discharge its responsibilities, including periodic reports from
management assessing the impact of regulation, accounting, and reporting or
other significant matters that may affect the Corporation. The Committee shall
have authority to appoint and dismiss the Corporation's director of internal
audit. The duties and responsibilities of the Audit Committee shall be set forth
in further detail in a charter developed by the Committee, provided that the
duties and responsibilities set forth therein shall be consistent with this
Section 13 and any resolution passed by a majority of the Directors relating to
the responsibilities of the Committee.

In addition, the Board of Directors may, by resolution passed by a majority
of the Directors, designate an executive committee and/or one or more other
committees, each committee to consist of two or more of the Directors of the
Corporation, which, to the extent provided in the resolution, shall have and may
exercise the powers of the Board of Directors in the management of the business
and affairs of the Corporation. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the Board of Directors.

SECTION 14. Committee Minutes. Each committee shall keep regular
minutes of its meetings and report the same to the Board of Directors when
required.

SECTION 15. Shareholder Nomination of Director Candidates. Subject to the
rights of holders of any class or series of stock having a preference over the
Common Stock as to dividends or upon liquidation, nominations for the election
of directors may be made by the Board of Directors or a committee appointed by
the Board of Directors or by any shareholder entitled to vote in the election of
directors generally. However, any shareholder entitled to vote in the election
of directors generally may nominate one or more persons for election as
directors at a meeting only if written notice of such shareholder's intent to
make such nomination or nominations has been given, either by personal delivery
or by United States mail, postage prepaid, to the Secretary of the Corporation
not later than (i) with respect to an election to be held at an annual meeting
of shareholders, ninety days prior to the anniversary date of the records date
set for the immediately preceding annual meeting of shareholders, and (ii) with
respect to an election to be held at a special meeting of shareholders for the
election of directors, the close of business on the tenth day following the date
on which notice of such meeting is first given to shareholders. Each such notice
shall set forth: (a) the name and address of the shareholder who intends to make
the nomination and of the person or persons to be nominated; (b) a
representation that the shareholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified in the
notice; (c) a description of all arrangements or understandings between the
shareholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
the shareholder; (d) such other information regarding each nominee proposed by
such shareholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission, had the
nominee been nominated, or intended to be nominated, by the Board of Directors;
and (e) the consent of each nominee to serve as a director of the Corporation if
so elected. The presiding officer at the meeting may refuse to acknowledge the
nomination of any person not made in compliance with the foregoing procedures.

No action may be taken by the Board of Directors (whether through amendment
of the Bylaws or otherwise) to amend, alter, change or repeal, directly or
indirectly, the provisions of this Article III, Section 15 of the Bylaws, unless
two-thirds of the directors (based on the number of directors then authorized,
regardless of whether there are any vacancies) shall concur in such action.

ARTICLE IV.

OFFICERS

SECTION 1. Number. The officers of the Corporation shall be a President,
Vice President, Secretary and a Treasurer. The Board of Directors may also
choose additional Vice Presidents and one or more Assistant Secretaries and
Assistant Treasurers. Any two or more offices may be held by the same person,
except that the offices of President and Secretary shall not be held by the same
person.

SECTION 2. Election and Term of Office. The officers of the Corporation
shall be elected annually by the Board of Directors at the first meeting of the
Board of Directors held after each annual meeting of shareholders. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as conveniently may be. Each officer shall hold office
until his successor shall have been duly elected or until his death or until he
shall resign or shall have been removed in the manner herein provided. Election
or appointment of an officer or agent shall not of itself create contract
rights.

SECTION 3. Other Officers. The Board of Directors may appoint such other
officers and agents, as it shall deem necessary, who shall hold their offices
for such terms and shall exercise such powers and perform such duties as shall
be determined from time to time by the Board.

SECTION 4. Removal. Any officer or agent elected or appointed by the Board
of Directors may be removed from office by the affirmative vote of a majority of
the Board of Directors at any meeting whenever in its judgment the best
interests of the Corporation would be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed.

SECTION 5. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, and new offices may be
filled by the Board of Directors, at any meeting thereof for the unexpired
portion of the term.

SECTION 6. President. The President shall be the principal executive
officer of the Corporation and shall, in general, supervise and control all of
the business and affairs of the Corporation. Unless otherwise provided by the
Board, he shall preside at all meetings of the shareholders and the Board of
Directors. He may sign, with the Secretary or any other proper officer of the
Corporation thereunto authorized by the Board of Directors, certificates for
shares of the Corporation, any deeds, mortgages, bonds, contracts, or other
instruments which the Board of Directors has authorized to be executed, except
in cases where the signing and execution thereof shall be expressly delegated by
the Board of Directors or by these Bylaws to some other officer or agent of the
Corporation, or shall be required by law to be otherwise signed or executed; and
in general shall perform all duties incident to the office of President and such
other duties as may be prescribed by the Board of Directors from time to time.

SECTION 7. Vice President. In the absence of the President, or in the event
of his inability or refusal to act, the Vice President, or if there shall be
more than one, the Vice Presidents, in the order determined by the Board of
Directors, shall perform the duties of the President, and when so acting, shall
have all powers of and be subject to all restrictions upon the President. Any
Vice President may sign, with the Secretary or an Assistant Secretary,
certificates for shares of the Corporation; and shall perform such other duties
as from time to time may be assigned to him by the President or by the Board of
Directors.

SECTION 8. Secretary. The Secretary shall: (1) attend all meetings of the
Board of Directors and all meetings of the shareholders and record all the
proceedings of the meetings of the Corporation and of the Board of Directors in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required; (2) see that all notices are duly given in
accordance with the provisions of these Bylaws or as required by law; (3) keep a
register of the post office address of each shareholder which shall be furnished
to the Secretary by such holder; (4) have general charge of the stock transfer
books of the Corporation; (5) perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the President or by the Board of Directors; and (6) have custody of the
corporate seal of the Corporation and have authority to affix the same to any
instrument requiring it and when so affixed, it may be attested by his
signature. The Board of Directors may give general authority to any other
officer to affix the seal of the Corporation and to attest the affixing by his
signature.

SECTION 9. Assistant Secretary. The Assistant Secretary, or, if there be
more than one, the Assistant Secretaries, in the order determined by the Board
of Directors, shall, in the absence or disability of the Secretary, perform the
duties and exercise the powers of the Secretary and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.

SECTION 10. Treasurer. The Treasurer shall: (1) have charge and custody of
and be responsible for all funds and securities of the Corporation; (2) receive
and give receipts for monies due and payable to the Corporation from any source
whatsoever, and deposit all moneys and other valuable effects in the name and to
the credit of the Corporation in such banks, trust companies or other
depositories as shall be designated by the Board of Directors; (3) disburse the
funds of the Corporation as may be ordered by the Board of Directors, taking
proper vouchers for such disbursements; (4) keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation; (5) render to
the President and the Board of Directors, at its regular meetings, or when the
Board of Directors so requires, an account of all his transactions as Treasurer
and of the financial condition of the Corporation; and (6) perform all the
duties incident to the office of Treasurer and such other duties as from time to
time may be assigned to him by the President or by the Board of Directors. If
required by the Board of Directors, give a bond in such sum and with such surety
or sureties as the Board of Directors may determine for the faithful performance
of the duties of his office and for the restoration to the Corporation, in case
of his death, resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in his possession or
under his control belonging to the Corporation.

SECTION 11. Assistant Treasurer. The Assistant Treasurer, or if there shall
be more than one, the Assistant Treasurers, in the order determined by the Board
of Directors, shall, in the absence or disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.

SECTION 12. Salaries. The salaries of the officers shall be fixed from time
to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
Corporation.

ARTICLE V.

CONTRACTS, LOANS AND CHECKS

SECTION 1. Contracts. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances.

SECTION 2. Loans. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name
unless authorized by a resolution of the Board of Directors. Such authority
may be general or confined to specific instances.

SECTION 3. Checks, Drafts, Etc. All checks, drafts or other orders for
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation, shall be signed by such officer or officers, agent or agents,
of the Corporation and in such manner as shall from time to time be determined
by resolution of the Board of Directors.

ARTICLE VI.

INDEMNIFICATION

SECTION 1. Claims in General. The Corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
Corporation) by reason of the fact that he is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation and, with respect to any criminal action or proceedings, had no
reasonable cause to believe that his conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
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
reasonable cause to believe that his conduct was unlawful.

SECTION 2. Claim by Corporation. The Corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another Corporation, partnership, joint venture, trust or other enterprise
against expense (including attorney's fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Corporation unless and only to
the extent that the court in which such action or suit was brought shall
determine upon application that, despite that adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expense which such court shall deem proper.

SECTION 3. Expense Indemnification. Notwithstanding the other provisions of
this Article, to the extent that a director, officer, employee, or agent of a
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Section 1 or 2 of this Article, or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorney's fees) actually and reasonably incurred by him in
connection therewith).

SECTION 4. Authorization of Indemnification. Any indemnification under
Sections 1 and 2 (unless ordered by court) shall be made by the Corporation only
as authorized in the specific case upon a determination that the indemnification
of the director, officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth in Sections 1
and 2. Such determination shall be made (1) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit, or proceeding, or (2) if such a quorum is not obtainable, or even
if obtainable, a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (3) by the shareholders.

SECTION 5. Advancement of Expense. Expenses incurred in defending a civil
or criminal action, suit or proceeding may be paid by the Corporation in advance
of the final disposition of such action, suit or proceeding as authorized in the
manner provided in Section 4 of this Article upon receipt of an undertaking by
or on behalf of the director, officer, employee or agent to repay such amount
unless it shall ultimately be determined that he is entitled to be indemnified
by the Corporation as authorized in this Article.

SECTION 6. Other Rights. The indemnification provided by this Article shall
not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any bylaw, agreement, vote of shareholders
or disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of the heirs, executors, and
administrators of such a person.

SECTION 7. Insurance. Upon resolution passed by the Board of Directors, the
Corporation may purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee or agent of the Corporation or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another Corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of this Article.

ARTICLE VII.

CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 1. Certificates for Shares. Every holder of shares in the
Corporation shall be entitled to have a certificate in such form as may be
determined by the Board of Directors. Such certificates shall be signed by the
President or Vice President and by the Secretary or Assistant Secretary and
shall be sealed with the seal of the Corporation or a facsimile thereof. The
signatures of the President or Vice President and the Secretary or Assistant
Secretary or other persons signing for the Corporation upon a certificate may be
facsimiles. If the certificate is countersigned by a transfer agent or
registered by a registrar, the signatures of the person signing for such
transfer agent or registrar also may be facsimiles. In case any officer or other
authorized person who has signed or whose facsimile signature has been place
upon such certificate for the Corporation, shall have ceased to be such officer
or employee or agent before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer or employee or agent
at the date of its issue. All certificates for shares shall be consecutively
numbered or otherwise identified. The name of the person to whom the shares
represented thereby are issued, with the number of shares and date of issue,
shall be entered on the books of the Corporation. All certificates surrendered
to the Corporation for transfer shall be canceled and no new certificate shall
be issued until the former certificate for a like number of shares shall have
been surrendered and canceled, except that in case of a lost, destroyed or
mutilated certificate a new one may be issued therefor upon such terms and
indemnity to the Corporation as the Board of Directors may prescribe.

SECTION 2. Transfer of Shares. Transfers of shares of the Corporation shall
be made only on the books of the Corporation by the holder of record thereof or
by his legal representative, who shall furnish proper evidence of authority to
transfer, or by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the Corporation, and on surrender for
cancellation of the certificate for such shares. The person in whose name shares
stand on the books of the Corporation shall be deemed the owner thereof for all
purposes as regards the Corporation.

SECTION 3. Registered Shareholder. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and shall not be
bound to recognize any equitable or other claim to, or interest in, such shares
on the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by law.

ARTICLE VIII.

FISCAL YEAR

SECTION 1. Fiscal Year. This Corporation shall operate on a fiscal year
basis beginning September 1 of each year and ending August 31 of the following
year.

ARTICLE IX.

DIVIDENDS

SECTION 1. Dividends. The Board of Directors, from time to time, may
declare, and the Corporation may pay, dividends on its outstanding shares in the
manner and upon the terms and conditions provided by law and its Articles of
Incorporation.

ARTICLE X.

WAIVER OF NOTICE

SECTION 1. Waiver of Notice. Whenever any notice is required to be given
under the provisions of the statutes or of the Articles of Incorporation or of
these Bylaws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.

ARTICLE XI.

AMENDMENTS

SECTION 1. Amendments. Except where otherwise specifically noted, these
Bylaws may be altered, amended or repealed and new Bylaws may be adopted at any
meeting of the Board of Directors of the Corporation by a majority vote of the
directors present at the meeting.

EXHIBIT 10

CONSULTING AGREEMENT WITH A DIRECTOR

Dr. Ray Goldberg has a three year consulting agreement with the Company
beginning in July, 1995. Dr. Goldberg is paid $25,000 a year under this
arrangement. He is a director of the Company.

EXHIBIT 11

PIONEER HI-BRED INTERNATIONAL, INC.

COMPUTATION OF EARNINGS PER SHARE
(In thousands, except per share amounts)

Years Ended August 31,
- ---------------------------------------------------------------------------
1995 1994 1993 1992 1991

Number of shares of common
stock outstanding at
beginning of the period 86,215 89,442 90,274 90,829 92,772

Weighted average number of
shares of common stock
issued during the period 128 90 148 52 111

Weighted average number of
shares of common stock
purchased for the treasury
during the period (1,832) (884) (308) (92) (1,992)
------- ------- ------- ------- -------

Weighted average number of
shares of common stock
outstanding during the
period 84,511 88,648 90,114 90,789 90,891
------- ------- ------ ------ ------

Income before cumulative
effect of changes in
accounting principles $182,590 $212,664 $137,453 $152,160 $104,177
------- ------- ------- ------- -------

Income before cumulative
effect of changes in
accounting principles
per common share $ 2.16 $ 2.40 $ 1.53 $ 1.68 $ 1.15
------- ------- ------- ------- --------

Net income $182,590 $212,664 $120,484 $152,160 $104,177
------- ------- ------- ------- -------

Earnings per common share $ 2.16 $ 2.40 $ 1.34 $ 1.68 $ 1.15
------- ------- ------- ------- -------

The common stock equivalents have not entered into the earnings per share
computations because they would not have a dilutive effect.

EXHIBIT 13

THE COMPANY'S BUSINESS

Pioneer Hi-Bred's business is the broad application of the science of genetics.
Pioneer was founded in 1926 to apply newly discovered genetic techniques to
hybridize corn. Today, the Company develops, produces, and markets hybrids of
corn, sorghum, sunflower, and vegetables, and varieties of soybean, alfalfa,
wheat, and canola.

Hybrids, crosses of two or more unrelated inbred lines, can be reproduced only
by crossing the original parent lines. Thus, a grower must purchase new seed
each year to obtain the original hybrid.

Varietal crops, such as soybeans and wheat, will reproduce themselves with
little or no genetic variation. Growers can save grain from the previous crop
for planting. Growers are becoming increasingly aware of the advantages of
purchasing "new" seed every year, although in times of cash-flow crisis, they
may tend to forgo those advantages.

Pioneer maintains the ownership of and controls the use of inbreds and varieties
through patents and the Plant Variety Protection Act. Within the United States,
this essentially prohibits other parties from selling seed made from those
inbreds and varieties until such protection expires, usually well after the
useful life of the seed. Outside of the United States, the level of protection
afforded varies from country to country according to local law and international
agreement. The Company believes it is vital that products developed by its
research programs remain proprietary. They must remain so in order to provide
the economic return necessary to support continued research and product
development and to generate an adequate return to the Company's shareholders.

Pioneer also applies the science of genetics to the development of
microorganisms useful in crop and livestock production. The Company has
established a business group to aid in the development and sales of Pioneer
products with improved characteristics for end-use markets. A business group
also has been established to develop and market a range of products and services
designed to enhance the value of its core products.

The Company's principal products are hybrid seed corn and soybean seed which
have accounted for approximately 89 percent of total net sales and substantially
100 percent of operating profits over the last five years. These products are
expected to continue to play a dominant role in the Company's results of
operations for the foreseeable future.

The Company also develops and produces various other products which provide the
sales organization with a full line of products. The contribution margin on
sales of these products covers fixed costs which would not disappear if the
product lines were eliminated.

Approximately 68 percent of total 1995 sales were made within the United States
and Canada (the North America region) and 24 percent in Europe. Our goal within
developing nations is to aid the development of the existing seed markets and
establish businesses that can grow and prosper.

Two significant factors that determine the volume of seed sold and the related
profit are government policies and weather. Government policies affect, among
other things, crop acreage and performance, the Company's seed field yields, and
planting decisions hybrid seed are more heavily dependent on commodity prices
and the competition from farmer-saved seed. As a result, the margins are
narrower and contributions are subject to year-to-year fluctuations.

In North America, the majority of Pioneer(R) brand seed is marketed through
independent sales representatives, most of whom are also farmers. In areas
outside of the traditional Corn Belt, seed products are often marketed through
dealers and distributors who handle other agricultural supplies.

Pioneer products are marketed outside North America through a network of
subsidiaries, joint ventures, and independent producer-distributors.

The hybrid seed industry is characterized by intense competition. In 1995,
Pioneer seed corn held an estimated market share of 45 percent in North America.
The next six competitors held an estimated combined market share of 25.5 percent
with the closest competitor holding approximately ten percent. The remainder of
the market is divided among more than 300 companies selling regionally. The
Company's 1995 purchased soybean seed market share is estimated at 17.5 percent,
placing it above the closest competitor's estimated ten percent market share.

Pioneer is the leading brand of hybrid seed corn in many European countries. In
France, the largest Western European market for seed corn, Pioneer holds about a
22 percent market share. In Germany, Hungary, Italy, and Austria, Pioneer has
market shares of approximately 12, 35, 61, and 48 percent, respectively. In
addition, Pioneer has seed corn market shares of approximately 40 percent in
Mexico and 11 percent in Brazil.

Competition in the seed industry is based primarily on price and product
performance. The Company's objective is to produce products which consistently
out-perform the competition and so command a premium price. The Company has been
successful competing on that basis and expects to continue to do so through its
on-going investment in research and product development. The future success of
the Company depends heavily on the results of these research activities.
Continued improvement in the performance of the Company's products is necessary
to maintain profit margins and market share.

The Company's research and product development activities are directed at
products with significant market potentials. Pioneer believes it possesses the
largest single proprietary pool of germplasm in the world from which to develop
new hybrid and varietal seed products. The majority of the Company's seed
research is done through classical plant breeding techniques. However, the use
of biotechnology is expected to have a significant impact on future results,
both for Pioneer and the seed industry at large.

In the production of its commercial seed, the Company generally provides the
parent seed stock, detasseling and roguing labor, and certain other production
inputs. The balance of the labor, equipment, and inputs are supplied by
independent growers. The Company believes the availability of growers, parent
stock, and other inputs necessary to produce its commercial seed is adequate for
planned production levels.

Pioneer(R) brand microbial products include inoculants for high-moisture corn
silage, hay, and other forages, and direct-fed microbial products for livestock.
This product line is focused on the research and development of products
containing naturally-occurring microorganisms. Microbial-based products are
expected to continue to have an important role in the Company's business as
their use in agriculture expands.

The Nutrition and Industry Markets (NIM) group is the worldwide focal point for
addressing opportunities driven by the "end-use" markets. The primary mission of
NIM is to ensure that Pioneer dominates seed sales growth in this end-use market
segment.

At August 31, 1995, the Company employed approximately 4,900 people worldwide.

Because the seed business is highly seasonal, the Company's interim results will
not necessarily indicate the results for the full year. Substantially all seed
sales are made from late second quarter through the end of the third quarter
(February 1 through May 31) of the fiscal year. Typically, the Company operates
at a loss during the first and fourth quarters. Varying climatic conditions can
change the earnings pattern between quarters. These conditions affect the
delivery of seed and can cause a shift in sales between quarters.

EXHIBIT 13

Consolidated Net Sales and Operating Income (Loss) by Product

Years Ended August 31, 1995 % 1994 % 1993 % 1992 % 1991 %
- ------------------------------------------------------------------------------------------------------------

(In millions, except per share amounts)
NET SALES:
Corn.................... $1,227 80.0 $1,185 80.1 $1,077 80.2 $1,013 80.3 $ 901 80.1
Soybeans................ 145 9.5 128 8.7 116 8.6 109 8.6 105 9.3
Other................... 160 10.5 166 11.2 150 11.2 140 11.1 119 10.6
Total Net Sales........... $1,532 100.0 $1,479 100.0 $1,343 100.0 $1,262 100.0 $1,125 100.0

OPERATING INCOME (LOSS):
Corn.................... $ 359 29.3 $ 383 32.3 $ 354 32.9 $ 317 31.3 $ 258 28.6
Soybeans................ 9 6.2 7 5.5 7 6.0 8 7.3 1 1.0
Other................... (15) (10.0) (21)(12.6) (24) (16.0) (30) (21.4) (21) (17.6)
Restructuring and Settlements - - 45 3.0 (53) (3.9) - - - -
Product Line Operating Income $ 35 23.0 $ 414 28.0 $ 284 21.1 $ 295 23.3 238 21.2
Indirect General and
Administrative Expense.. (73) (4.7) (68) (4.6) (59) (4.4) (52) (4.1) (50) (4.4)
Operating Income.......... $ 280 18.3 $ 346 23.4 $ 225 16.7 $ 243 19.2 $ 188 16.8
Financial Income (Expense) 11 0.7 3 0.2 (6) (0.4) (3) (0.2) (19) (1.7)
Income Before Items Shown Below $ 291 19.0 $ 349 23.6 $ 219 16.3 $ 240 19.0 $ 169 15.1
Income Taxes.............. (106) (6.9) (134) (9.1) (86) (6.4) (87) (6.9) (64) (5.7)
Minority Interest and Other (2) (0.1) (2 (0.1) 4 0.3 (1) - (1) (0.1)
Income Before Cumulative Effect
of Accounting Change.... $ 183 12.0 $ 213 14.4 $ 137 10.2 $ 152 12.1 $ 104 9.3
Cumulative Effect of Accounting
Change, Net............. - - - - (17) (1.2) - - - -
NET INCOME................ $ 183 12.0 $ 213 14.4 $ 120 9.0 $ 152 12.1 $ 104 9.3

Income Per Common Share:
Income Before Cumulative Effect
of Accounting Change.. $ 2.16 $2.40 $ 1.53 $ 1.68 $ 1.15
Cumulative Effect of
Accounting Change, Net - - (.19) - -
Net Income.............. $ 2.16 $2.40 $ 1.34 $ 1.68 $ 1.15

Average Shares Outstanding 85 89 90 91 91

RESEARCH AND PRODUCT DEVELOPMENT

At August 31, 1995, the Company employed a total of 987 people directly and
indirectly engaged in research and product development activities. Of these, 347
scientists performed research in the agricultural seed area and eight in
microbial cultures. Of the 347 people performing research in agricultural seeds,
76 are employed outside of North America and 125 are scientists whose efforts
are focused on biotechnology research. Total research expenditures for 1995 were
$130 million. During the three fiscal years ended August 31, 1995, the Company
expended the following amounts on research and product development:

Years Ended August 31, 1995 1994 1993
- ------------------------------------------------------------------------
(In millions)
Seed corn $ 87 $ 75 $ 70
Soybean seed 10 9 9
Other products 33 30 26
Total $ 130 $ 114 $ 105

Planned growth in field testing and winter nursery costs and additional costs
related to technology acquisitions make up most of the increase over 1994. The
investment in research has increased yearly since 1973, supporting the Company's
commitment to improving products through research and product development.

EXHIBIT 13

PROPERTIES

Pioneer owns 23 commercial seed corn conditioning plants in North America. These
plants are located in Florida (1), Illinois (4), Indiana (4), Iowa (8), Michigan
(1), Nebraska (2), Texas (1), and Ontario, Canada (2).

Seed corn, unlike commercial corn, must be harvested and dried before freezing
temperatures can limit germination potential. Because of this, seed drying
capacity is a critical factor. The dryers at the North American plants have a
total capacity of two million bushels and, depending on factors such as seed
moisture content, can be filled 11 times before fall weather presents a
significant freeze risk.

At normal capacity, the husking and sorting units at the North American plants
can handle 55,700 bushels of ear corn per hour. In total, these plants have the
capacity to condition 14,400 units per hour. In a normal year, seed conditioning
is completed by early February. These plants have the facilities to store ten
million bushels of bulk seed and 15.8 million units of bagged seed corn,
including cold storage for 7.6 million units.

In North America, conditioning of other commercial Pioneer(R) brand seed is
performed at a total of 17 plants, six of which also condition corn. Pioneer
also owns interests in 25 commercial production plants in 21 countries outside
North America. Parent seed is conditioned at nine locations in North America and
at eight locations outside North America. Four of these facilities also
condition commercial Pioneer brand seed.

The Company's plant breeders conduct research at 55 stations in the U.S. and
Canada. There are 31 stations which conduct research on corn, six of those
conduct research on more than one crop. There are 24 stations which conduct
research on other seeds. Two of these stations conduct research on more than one
crop. In addition to these research efforts, Pioneer conducts seed research at
55 locations throughout the rest of the world.

In addition to the research stations, approximately 261,000 square feet of
laboratory, greenhouse, and office space located in Johnston, Iowa are also
devoted to plant breeding, biotechnology, and microbial product research.

Additional research and production facilities for microbial products are located
at Company-owned properties in Durant, Iowa and Buxtehude, Germany. A livestock
nutrition center is located in Sheldahl, Iowa.

Pioneer also owns 6,000 acres of agricultural land in the United States used
primarily for research activities. Of this, 1,000 acres located in Johnston,
Iowa are under commercial and residential development. As properties are
developed, they are either sold or retained as equity projects.

Company properties, substantially all of which are owned, were subject to
aggregate encumbrances of $1 million on August 31, 1995. The Company believes
that all properties, including machinery, equipment, and vehicles, are well
maintained and suitable for their intended uses and are adequately insured.

EXHIBIT 13

MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED SECURITY HOLDER MATTERS

On November 7, 1995, the Company's stock began trading on the New York Stock
Exchange. Prior to that date, the Company's stock was traded in the National
Association of Securities Dealers National Market System. The range of closing
prices for these shares for the past two fiscal years, as reported by the
National Association of Securities Dealers, follows below:

Fiscal 1995 Fiscal 1994
- --------------------------------------------------------------------------------

Quarter: High Low High Low
First 35 1/4 30 38 31 3/4
Second 38 3/4 32 3/4 39 3/4 35 1/4
Third 39 1/4 32 1/2 37 1/2 32 1/4
Fourth 45 1/2 38 3/4 35 3/4 29 3/4

On August 31, 1995, there were approximately 3,800 accounts representing
approximately 17,000 shareholders of the Company's 83,486,829 outstanding
shares.

Cash Dividends Per Share 1995 1994
- --------------------------------------------------------------------------------

Quarter:
First $ .17 $ .14
Second $ .17 $ .14
Third $ .17 $ .14
Fourth $ .20 $ .17

The stock of the Company became publicly traded in 1973 and quarterly dividends
have been paid continuously since that time. It is anticipated that dividends
will continue to be paid in the future. The Company's stock is included in the
Standard & Poors Composite Stock Price Index.

EXHIBIT 13

SELECTED FINANCIAL DATA

Consolidated Ten-Year Financial History

Years Ended August 31, 1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
- -----------------------------------------------------------------------------------------------------------
(In millions, except per share and statistical amounts) Summary Operations:

Net Sales $1,532 $1,479 $1,343 $1,262 $1,125 $ 964 $ 867 $ 759 $ 710 $ 780
Gross Profit $ 760 $ 759 $ 700 $ 640 $ 549 $ 442 $ 391 $ 389 $ 349 $ 392
Restructuring and Settlements $ - $ 45 $ (54) $ - $ - $ - $ - $ - $ - $ -
Income From Continuing
Operations $ 183 $ 213 $ 137 $ 152 $ 104 $ 73 $ 82 $ 84 $ 64 $ 80
Net Income $ 183 $ 213 $ 120 $ 152 $ 104 $ 73 $ 98 $ 65 $ 54 $ 74

Per Common Share Data:
Income From Continuing
Operations $ 2.16 $ 2.40 $ 1.53 $1.68 $ 1.15 $ 0.78 $ 0.86 $0.88 $ 0.67 $ 0.84
Net Income $ 2.16 $ 2.40 $ 1.34 $1.68 $ 1.15 $ 0.78 $ 1.03 $0.68 $ 0.56 $ 0.77
Growth in Earnings Per Share* (14.1)% 55.5% (9.9)% 46.2% 42.5% (11.0)% (2.4)% 31.3% (20.0)% (19.0)%
Dividends Declared $ 0.71 $ 0.59 $ 0.50 $0.40 $ 0.39 $ 0.39 $ 0.36 $0.35$ 0.26 $0.35
Shareholders' Equity $10.94 $10.22 $ 9.23 $8.86 $ 7.51 $ 7.00 $ 6.62 $6.04$ 5.70 $ 5.33

Balance Sheet Summary:
Current Assets $ 770 $ 742 $ 717 $ 703 $ 606 $ 538 $ 474 $ 450 $ 465 $ 467
Net Property & Other Assets 523 511 504 513 480 468 440 414 401 383
Total Assets $1,293 $1,253 $1,221 $1,216 $1,086 $1,006 $ 914 $ 864 $ 866 $ 850

Current Liabilities $ 280 $ 232 $ 261 $ 286 $ 295 $ 294 $ 221 $ 209 $ 228 $ 259
Long-Term Debt 18 66 68 74 67 19 17 28 33 31
Other Long-Term Liabilities 82 74 67 57 43 44 49 50 59 49
Total Liabilities $ 380 $ 372 $ 396 $ 417 $ 405 $ 357 $ 287 287 $ 320 $ 339

Shareholders' Equity $ 913 $ 881 $ 825 $ 799 $ 681 $ 649 $ 627 $ 577 $ 546 $ 511

Dividends Declared $ 60 $ 52 $ 45 $ 36 $ 35 $ 36 $ 34 $ 33 $ 25 $ 33
Average Shares Outstanding 85 89 90 91 91 93 95 96 96 96

Other Statistics:
Return on Ending Equity* 20.0% 24.1% 16.7% 19.0% 15.3% 11.2% 13.1% 14.6% 11.7% 15.7%
Return on Net Sales* 11.9% 14.4% 10.2% 12.1% 9.3% 7.5% 9.4% 11.1% 9.0% 10.3%
Return on Ending Assets* 14.2% 17.0% 11.2% 12.5% 9.6% 7.2% 9.0% 9.8% 7.4% 9.5%
Gross Profit on Net Sales 49.6% 51.3% 52.1% 50.7% 48.8% 45.8% 45.1% 51.2% 49.2% 50.2%
Dividends Declared as a %
of Net Income 32.8% 24.6% 37.4% 23.9% 33.8% 49.7% 34.7% 50.9% 46.2% 45.0%
Stock Price at August 31, $43.00 $ 31.25 $32.75 $26.50 $17.42 $13.25 $14.00 $11.75 $11.92 $11.83
Market Capitalization at
August 31, (in millions) $3,590 $2,694 $2,929 $2,392 $1,579 $1,229 $1,326 $1,122 $1,142 $1,133
Number of Employees 4,924 4,847 4,807 5,016 4,829 4,601 4,026 4,805 5,235 5,112
<FN>

*Based on income from continuing operations
</FN>

EXHIBIT 13

Management's Discussion and Analysis of Financial Condition and Results of
Operations

Sales by Region - 1995
(millions)

Corn Soybeans Other Total

North America $ 808 $ 141 $ 90 $1,039
Europe $ 304 $ 3 $ 55 $ 362
Other Regions $ 114 $ 0 $ 17 $ 131

Fiscal 1995 Available Domestic Lines of Credit
(millions)

1st Qtr 2nd Qtr 3rd Qtr 4th Qtr

Revolving $ 100 $ 100 $ 50 $ 250
Seasonal 24 48 - -
----- ----- ----- -----
Total $ 124 $ 148 $ 50 $ 250
===== ===== ===== =====

Fiscal 1996 Available Domestic Lines of Credit
(millions)

1st Qtr 2nd Qtr 3rd Qtr 4th Qtr

Revolving $ 200 $ 200 $ 200 $ 200
Seasonal 100 100 - -
----- ----- ----- -----
Total $ 300 $ 300 $ 200 $ 200
===== ===== ===== =====

Net Income
(millions)

1990 1991 1992 1993 1995
---- ---- ---- ---- ----

$ 104 $ 152 $ 120 $ 213 $ 183

Annual Dividends
(millions)

1990 1991 1992 1993 1995
---- ---- ---- ---- ----

$ 35 $ 36 $ 45 $ 52 $ 60

Research and Product Development Expenditures
(millions)

1990 1991 1992 1993 1995
---- ---- ---- ---- ----

$ 79 $ 92 $ 105 $ 114 $ 130

RESULTS OF OPERATIONS

Year Ended August 31, 1995, Compared to the Year Ended August 31, 1994

Despite significant challenges, the Company achieved solid financial results in
1995. ROE was at the Company's targeted level of 20 percent. After-tax earnings
were $183 million on sales of $1.532 billion, compared to 1994 earnings of $213
million on sales of $1.479 billion. On a per-share basis, 1995 earnings were
$2.16, compared to $2.40 in 1994.

Earnings in 1994 were positively affected by the settlement of a lawsuit
involving Holden Foundation Seeds, Inc. The net effect of this and other unusual
events was to increase pre-tax earnings $45 million, or $.29 per share after
tax. Without the net benefit of these items, 1994 earnings per share were $2.11.
On an apples-to-apples basis, 1995 per share results reflect record performance.

Sales and operating income levels for 1995 reflect an estimated 9.5 percent
decrease in market size for seed corn in North America from 1994 levels. Within
North America, unit sales decreased approximately eight percent, a direct
relationship to fewer acres planted. The acreage reduction was the result of an
increase in the United States farm program set-aside requirement, poor corn
planting conditions, and record cotton prices. However, higher seed corn yields
from the 1994 crop and excellent winter production activities in Argentina and
Chile improved variable costs. The lower cost per unit, combined with a higher
average per unit sales price, partially offset the impact of fewer seed corn
unit sales. Increased soybean sales over a year ago also positively impacted the
current year.

In Europe, the weakening of the U.S. dollar compared to European currencies
improved operating income $11 million over 1994 levels. However, lower operating
results in several countries offset some of this improvement. In addition,
European financial results showed both higher sales and higher expenses because
the Company took sole ownership of the entity in France that distributes and
markets Pioneer(R) brand products there.

In Mexico, a reduction in corn subsidies and tighter water restrictions reduced
corn acreage resulting in reduced corn unit sales of approximately 25 percent.
Lower sales, in conjunction with a devaluation of the Mexican peso, reduced
operating income in Mexico 68 percent from that reported in 1994. Operating
income in Asia improved over 1994 due to increased unit sales.

Financial results in 1995 were positively impacted by a two percent decrease in
the Company's worldwide effective tax rate. In addition, 1995's per share
earnings reflect a lower number of shares outstanding due to the repurchase of
Pioneer stock.

Management is optimistic about 1996. North American corn acreage is expected to
rebound significantly. Reduced U.S. production and strong demand has reduced
carryover corn stocks to the lowest levels in decades. As a result, the
government program set-aside requirement is expected to be reduced, potentially
to zero. That is expected to positively impact 1996 seed corn unit sales. The
Company expects North American per unit seed corn margins to be level with 1995.
The average sales price is expected to increase due to a higher priced sales
mix. However, this gain is expected to be offset by higher cost of sales.

While results in regions outside North America are more difficult to predict,
management believes that growth can be attained in those regions as well.

Hybrid Seed Corn

Corn Net Sales and Product Line Operating Income

Increase Increase
1995 (Decrease) 1994 (Decrease) 1993
- -------------------------------------------------------------------------------------

(In millions) NET SALES

North America $ 808 $(38) (4.5)% $ 846 $109 14.8% $ 737
Europe 305 84 38.0 % 221 (25) (10.2)% 246
Other regions 114 (4) (3.4)% 118 24 25.5% 94

Total net sales $1,227 $ 42 3.5% $1,185 $108 10.0 % $1,077

OPERATING INCOME:
North America $ 256 $(21) (7.6)% $ 277 $ 24 9.5% $ 253
Europe 75 6 8.7% 69 (12) (14.8)% 81
Other regions 28 (9) (24.3)% 37 17 85.0% 20
Total operating income $ 359 $(24) (6.3)% $ 383 $ 29 8.2% $ 354

North America
Acres 74.2 (7.8) (9.5)% 82.0 5.8 7.6% 76.2
Unit sales
(80,000-kernel units) 10.9 (.9) (7.6)% 11.8 1.4 13.6% 10.4

North America

The three primary drivers affecting seed corn sales are planted corn acreage,
market share, and seed price. Planted corn acreage in North America had the
biggest impact on current year operating income. Acreage planted to corn
decreased approximately 9.5 percent from 1994. A major factor contributing to
the acreage decrease was the U.S. government set-aside program which required
farmers participating in the 1995 feed grain program to keep their planted corn
acres at 92.5 percent or less of their historical corn acreage base, down from
100 percent in 1994.

In addition, high cotton prices caused some farmers in the South to switch
acreage to cotton while wet conditions in the Midwest forced affected farmers to
switch acreage from corn to other crops such as soybeans. Others were never able
to plant a crop. As a result, the Company sold approximately 910,000 fewer units
in 1995, assuming 1994 market share levels and that an 80,000-kernel unit of
seed corn plants 3.1 acres. This had the effect of decreasing operating income
$44 million from 1994 levels.

Seed corn pricing was also a major factor in 1995 financial results,
contributing $27 million to seed corn operating income. The average per-unit
sales price increased 3.4 percent due to an increase in the list price of key
hybrids and a higher priced sales mix. The higher priced sales mix occurred as
customers shifted their purchases to higher-priced better-performing hybrids
which are more profitable to growers and to Pioneer.

Management estimates the Company's seed corn market share at 45 percent --
comparable to 1994. Maintaining market share was a challenge in a year when high
levels of seed inventory throughout the industry led to aggressive competition.
The ability to hold market share can be attributed to a world-class sales and
supply management group. They were able to use the flexibility of our product
line-up to respond to the changing needs of customers, providing them with
appropriate products when and where they were needed as growing conditions
changed.

Higher seed corn yields from the 1994 crop also provided positive results,
reducing 1995's average per unit cost of seed corn by $.80, or $9 million.
Higher operational fixed costs and provisions for inventory reserves offset $7
million of the improvements gained in production costs. Provisions for inventory
reserves totaled $14 million in 1995 compared to $11 million in 1994.

Planned growth in winter nursery costs and expansion of biotechnology projects
were the main factors in an $11 million, or 18 percent, increase in research
expenses for corn. This commitment to research continues to provide the Company
with a steady line of new and improved products each year. For 1995, 18 new seed
corn products were released. These new releases will add to the Company's
ability to provide higher yielding and more valuable products to customers.

Sales of hybrid 3394 totaled 2.3 million units in 1995, 21 percent of the
Company's total North American seed corn unit sales. In 1994, unit sales were
2.7 million, 23 percent of the North American total.

Fixed selling and general and administrative expenses for seed corn in North
America decreased $4 million, or five percent, from 1994 levels. The major
component of this decrease was lower performance incentive costs. That was
partially offset by planned increases in advertising expenses. Variable selling
costs (commissions and shipping costs) as a percentage of sales increased from a
year ago because of additional expenses incurred shipping product to customers
who switched seeds due to weather related planting delays.

Europe

European Corn Net Sales and Product Line Operating Income

Increase Increase
1995 (Decrease) 1994 (Decrease) 1993
- ----------------------------------------------------------------------------------
(In millions) NET SALES:

Italy $ 78 $ 5 6.8% $ 73 $ (8) (9.9)% $ 81
France 103 76 281.5% 27 (8) (22.9)% 35
Germany 29 2 7.4% 27 (2) (6.9)% 29
Hungary 14 (6) (30.0)% 20 2 11.1% 18
Austria 16 (1) (5.9)% 17 - -% 17
Spain 15 3 25.0% 12 3 33.3% 9
Other 50 5 11.1% 45 (12) (21.1)% 57
Total net sales $ 305 $ 84 38.0% $221 $(25) (10.2)% $ 246

Total operating
income $ 75 $ 6 8.7% $ 69 $(12) (14.8)% $ 81

The Company's European region includes the countries in West and Central Europe,
plus CIS (the former USSR), Turkey, Morocco, Australia, and Japan. This combined
region showed a $6 million increase in operating income from a year earlier.

Approximately $11 million of this change was the result of a weaker U.S. dollar
against certain European currencies. On a constant dollar basis, European
operations provided a slight decrease in operating income from a year ago.
Operations in Italy improved from 1994 levels to contribute substantial
improvement to the region. However, that was more than offset by lower operating
results in France, Hungary, and Germany.

Italian operations posted gains in operating income totaling $7 million over
1994 results. Most of the improvement was due to lower product costs and fewer
inventory writedowns. An increase in the average unit sales price, an increase
in market size, and market share gain over 1994 also contributed to the
improvement.

In 1994, the Company acquired the remaining 60 percent interest in the French
entity which handled distribution and marketing of Pioneer(R) brand products.
Increased sales and expenses were reported as the subsidiary was reflected in
the 1995 financials on a consolidated basis for the first time. Overall,
consolidated country operating income for France decreased $6 million due to
fewer unit sales.

Operating income in Hungary decreased $3 million as unit sales declined. New
competitors entered the market at significantly lower prices, reducing unit
sales and operating income. Higher inventory reserves also impacted current year
operations.

Lower sales volume and higher costs reduced operating income in Germany. Unit
sales were lower than 1994 levels due to decreased market share. Higher sales
commissions, product costs, and inventory writedowns also contributed to a $3
million decrease in operating income for Germany from 1994.

Other Regions

Other Regions Corn Net Sales and Product Line Operating Income

Increase Increase
1995 (Decrease) 1994 (Decrease) 1993
- ----------------------------------------------------------------------------------
(In millions)

NET SALES:
Mexico $ 22 $(19) (46.3)% $ 41 $ 3 7.9% $ 38
Brazil 34 (2) (5.6)% 36 9 33.3% 27
Argentina 21 8 61.5% 13 3 30.0% 10
Other 37 9 32.1% 28 9 47.4% 19
Total net sales $ 114 $ (4) (3.4)% $118 $24 25.5% $ 94

Total operating
income $ 28 $ (9) (24.3)% $ 37 $17 85.0% $ 20

Mexico's operating income decreased $13 million, or 68 percent, to $6 million.
The devaluation of the Mexican peso was the major factor contributing to lower
operating results. Also, nearly 35 percent fewer acres were planted to seed corn
in Northeast and Northwest regions because of drought, subsidy reductions, and
NAFTA quotas. These factors reduced unit sales 25 percent.

Operating income in Brazil decreased $3 million as a result of fewer unit sales.
A change in government subsidized farm programs reduced the amount of reasonably
priced credit available to customers. This lack of financing directly affected
unit sales because many Brazilian customers rely on credit for seed purchases.

Argentina's operating income increased $3 million from 1994 results. Increased
unit sales, higher average sales price, and lower unit costs were the main
factors for this improvement.

Operations in Asia account for most of the remaining change from 1994 in other
regions seed corn operating income. Increased market size and market share in
the Philippines, increased market size in Indonesia, and cost savings
contributed to a $3 million operating income improvement in the region.

Soybean Seed

Soybean Net Sales and Product Line Operating Income (Loss)

1995 Increase 1994 Increase 1993
- ----------------------------------------------------------------------------------
(In millions

NET SALES:
North America $ 141 $16 12.8% $125 $12 10.6% $ 113
Europe 3 - -% 3 - -% 3
Other regions 1 1 100% - - -% -
Total net sales $ 145 $17 13.3% $ 128 $12 10.3% $ 116

OPERATING INCOME (LOSS):
North America $ 11 $ 2 22.2% $ 9 $ - -% $ 9
Europe (2) - -% (2) - -% (2)
Other regions - - -% - - -% -

Total operating income$ 9 $ 2 28.6% $ 7 $ - -% $ 7

North America
Acres 64.6 .8 1.2% 63.8 2.0 3.2% 61.8
Unit sales (50 lb. bag)10.9 1.6 16.7% 9.3 .4 5.4% 8.9

Soybean seed represents the Company's second largest product in terms of revenue
and operating income. In 1995, North American operations accounted for virtually
all of the worldwide soybean seed operating income.

North American unit sales increased 16.7 percent from 1994, a result of market
share gains and increased acreage. A continued recognition of the value
associated with Pioneer(R) brand soybeans provided for market share gains, as
customers understood that planting Pioneer brand soybean seed, much like Pioneer
brand seed corn, provides them economic value.

North American soybean acreage increased as poor weather conditions forced
customers who planned to plant corn to switch to soybeans. Higher overall
acreage and increased market share contributed $6 million more to operating
income than in 1994.

The average sales price of soybean seed decreased approximately three percent
from 1994 levels, the result of bulk sales and early payment discounts. However,
contribution per unit remained the same because of lower cost of sales, the
result of lower commodity costs.

Increased investments in research and additional fixed selling and general and
administrative expenses reduced operating income $4 million from 1994.

Other Products

Other Products Net Sales, Contribution, and Operating (Loss)

Increase Increase
1995 (Decrease) 1994 (Decrease) 1993
- ----------------------------------------------------------------------------------
(In millions)

NET SALES:
Alfalfa $ 32 $ - -% $ 32 $ 2 6.7% $ 30
Sorghum 26 3 13.0% 23 (2) (8.0)% 25
Wheat 18 - -% 18 - -% 18
Sunflower 19 3 18.8% 16 1 6.7% 15
Microbial products 27 3 12.5% 24 - -% 24
Developing products 38 (15) (28.3)% 53 15 39.5% 38
Total net sales $ 160 $ (6) (3.6)% $166 $16 10.7% $150

CONTRIBUTION:
Alfalfa $ 7 $ 2 $ 5 $ 1 $ 4
Sorghum 7 1 6 (1) 7
Wheat 4 2 2 (1) 3
Sunflower 1 1 - (1) 1
Microbial products 5 - 5 1 4
Developing products (13) 2 (15) (1) (14)
Total contribution $ 11 $ 8 $ 3 $(2) $ 5

Joint fixed costs (26) (2) (24) 5 (29)

Total operating (loss)$ (15) $ 6 $(21) $ 3 $(24)

Other products contribution for 1995 improved $8 million from results recorded a
year ago. The Company manages these products at the contribution level because
all fixed costs allocated to them could not be eliminated in the event these
products were discontinued.

Although in terms of operating income these products as a whole are not
profitable, they provide a value beyond the financial bottom line. The presence
of these products in the Company's line-up provide the sales organization a full
line of seed products, significantly aiding the sale of higher margin products
like hybrid seed corn. In addition, the Company's investment in research for
these products, which totaled $33 million in 1995, is expected to provide
Pioneer future growth opportunities.

Corporate Items

Indirect general and administrative expenses increased $5 million in 1995, a
seven percent increase over 1994. The major components of this increase were
personnel costs and increased charitable contributions.

Net interest income for 1995 increased $2 million compared to a year ago because
of higher interest rates earned on current year investments and decreased
interest expense on lower levels of external borrowing. Net exchange gain
increased $6 million from 1994 levels. The strengthening of certain European
currencies against the U.S. dollar and translation gains in Mexico accounted for
a majority of the improvement.

A reduction in taxes on foreign earnings reduced the 1995 effective tax rat
to 36.5 percent compared to 38.5 percent in 1994.

Year Ended August 31, 1994, Compared to the Year Ended August 31, 1993

HYBRID SEED CORN

North America

Operations in North America (U.S. and Canada) accounted for most of the 1994
improvement in annual worldwide seed corn operating results. All of the primary
factors affecting seed corn sales -- planted corn acreage, market share, and
seed price -- positively affected 1994 operating income.

Units delivered reached record levels in 1994. The 14 percent increase in
delivered units in North America was the result of increased acreage and market
share gains.

A change in the U.S. farm program for 1994 spurred an 7.6 percent increase in
acres planted to corn in North America. The Company's ability to capitalize on
this increase in acres provided additional operating income of approximately $35
million over prior year results, based on approximately 750,000 additional units
sold.

Market share gains also impacted 1994 unit sales, which translated into
approximately 550,000 additional unit sales over 1993. The Company posted a
market share gain of two percentage points in 1994 -- the result of
hard-working, dedicated sales representatives, and employees producing and
selling a high-quality lineup of products and services. The increase in market
share accounted for approximately $26 million of seed corn operating income
improvement.

The average sales price of Pioneer(R) brand seed corn within North America
increased one percent over 1993. This improvement was the result of an increase
in the list price of the Company's top-performing hybrids and a shift by
customers to higher-priced, higher-performing hybrids. That improved 1994
operating results $7 million.

Higher per-unit cost of sales reduced 1994 operating income $17 million. Below
average seed field yields, resulting from poor weather in the spring and summer
of 1993, and higher commodity costs increased the per-unit cost of the 1993
crop. Lower provisions for inventory reserves partially offset the impact of
higher seed costs. Provisions for inventory reserves decreased $8 million from
$19 million in 1993.

Research expenses for corn increased $3 million, or seven percent from 1993
levels. Planned growth in field testing and winter nursery costs and additional
costs related to technology acquisitions accounted for most of the increase.

Fixed selling and general and administrative expenses for seed corn in North
America increased $13 million from 1993. The major components of this increase
were higher compensation costs due to merit increases and additional sales
personnel to support the growth in the business, along with additional employee
related costs and increased marketing efforts. Variable selling costs for seed
corn as a percentage of sales were comparable to 1993 levels.

Europe

European operating income in 1994 decreased $12 million from a year earlier.
Operations in the CIS (the former USSR) represent most of the decrease from
1993. CIS operations in 1993 included unusual sales of seed and the benefit of
collections on previously written-off accounts receivable. Excluding the CIS,
operating income for the region was essentially unchanged from 1993 levels.

In Turkey, a 25 percent decline in market size combined with price decreases
reduced corn operating income by $2 million from prior year results.

Operating income in Italy decreased $4 million from 1993 primarily due to a
weaker lira and a smaller seed corn market. The devaluation of the lira reduced
operating results $3 million. An estimated five percent decrease in market size
contributed to the remaining $1 million decrease.

In France, operating income decreased approximately $3 million from 1993. Common
Agricultural Policy programs and a decline in market share combined to
significantly reduce 1994 sales.

Operating income in Germany decreased approximately $2 million from the prior
year principally due to a decline in sales price. Prices were reduced in
response to lower-priced seed being sold into Germany from other European
countries.

Hungary's operating income improved approximately $8 million from 1993 levels.
The improvement was largely attributable to lower inventory reserves and costs
incurred in 1993 to terminate old distribution arrangements. Unit price
increases and market share gains also positively impacted 1994 results.

In 1994, operations in Spain rebounded after several years of drought to post a
$4 million improvement in operating income. Better weather conditions directly
resulted in increased corn acreage and higher unit sales. Lower inventory
reserves also contributed to the improvement in 1994 operating income.

Other Regions

Mexico's seed corn operating income was down slightly from 1993. Unit sales
increased on reduced acreage. However, higher provisions for inventory reserves
and increased selling costs offset the margins on these sales.

In South America, operating income increased as a result of higher selling
prices and market share gains in Brazil and Argentina, combined with a market
share gain in Chile. Operating income in Brazil rose approximately $5 million,
operating income in Argentina improved nearly $3 million, and Chile operations
improved approximately $1 million. In addition, Chile and Argentina continued to
significantly benefit the North American business through off-season seed corn
production. Off-season production supplied 796,000 corn units to the Northern
Hemisphere at a cost lower than previous years. This improved margins while
supplying our customers with our products in the highest demand.

Soybean Seed

Operations in North America accounted for all of the worldwide soybean seed
operating income in 1994. In North America, an increase in the average sales
price per unit improved operating results $5 million. Increased unit sales
contributed another $1 million to operating results over 1993. However, higher
commodity prices increased the cost of seed produced in 1993 reducing 1994
operating results $5 million. Fixed selling and general and administrative
expenses for soybean seed in North America increased $1 million, accounting for
most the remaining change in operating income from 1993.

Other Products

Other products sales continued to show improvement in 1994. While these products
generate positive contributions, they did not cover all of the allocated costs.
However, all these costs would not be eliminated in the event these products
were discontinued.

Corporate Items

In 1994, indirect general and administrative expenses grew $9 million, or 15
percent from the previous year. Compensation, information management costs, and
other employee related costs account for most of the increase.

Net financial income totaled $3 million in 1994 compared to net financial
expense of $6 million in 1993. Higher cash receipts on sales allowed the Company
to increase investment income and reduce interest expense. Interest expense was
lowered by internal funding of international operations.

The worldwide effective tax rate for 1994 was 38.5 percent compared to 39.1
percent in 1993. The effective rate in 1994 decreased primarily due to the
effect of taxes on foreign earnings.

Restructuring and Settlements

On July 13, 1994, the U.S. Circuit Court of Appeals affirmed a prior court's
decision in the Company's lawsuit against Holden Foundation Seeds, Inc.,
awarding Pioneer damages for lost profits from the misappropriation of
germplasm. In August, the Company received the settlement plus interest totaling
$52 million. The Company also incurred $7 million of additional restructuring
charges. The charges reflect $4 million of costs incurred in 1994 to complete
the divestment of the Egyptian Edible Oil business and $3 million for other
operations. We believe all expenses related to these restructurings have been
incurred and remaining reserves are not material.

In 1993, the Company incurred $54 million in restructuring charges from closing
and redefining most of its operations in Africa and the Middle East.

Liquidity and Capital Resources

Due to the seasonal nature of the agricultural seed business, the Company
generates most of its cash from operations during the second and third quarters
of the fiscal year. Cash generated during this time is used to pay the
commercial paper and accounts payable which are the Company's primary sources of
credit during the first and fourth quarters of the fiscal year. Any excess funds
available are invested, primarily in short-term commercial paper.

Historically, the Company has financed growth through earnings. Cash provided by
operating activities was $140 million in 1995, compared to $331 million and $176
million in 1994 and 1993, respectively. Higher inventory levels and a decrease
in accounts payable and accruals contributed to the decrease in current year
cash provided by operating activities. In addition, cash flow in 1994 was
favorably impacted by the settlement and collection of damages on the Holden
suit. Collections on increased sales were largely responsible for the high
levels of cash provided by operating activities for 1994. Cash provided by
operating activities is expected to increase in 1996 based on increased seed
sales and lower inventory levels.

Most of the Company's financing is done through the issuance of commercial paper
in the U.S., backed by revolving and seasonal lines of credit. In addition,
foreign lines of credit and direct borrowing agreements are relied upon to
support overseas financing needs. Short-term debt at August 31, 1995, totaled
$58 million, a $44 million increase from 1994 and $6 million lower than 1993.
The collection of damages on the Holden suit during August of 1994 allowed for
lower levels of borrowing at year end. In 1995, short-term borrowings peaked at
$217 million compared to $164 million and $255 million in 1994 and 1993,
respectively.

In 1995, short-term domestic investments peaked at $257 million compared to $326
million and $212 million in 1994 and 1993, respectively. Short-term investments
are made through a limited number of reputable institutions after evaluation of
investment procedures and credit quality. Pioneer invests in only high-quality
short-term securities, primarily commercial paper. Individual securities must
meet credit quality standards, and the portfolios are monitored to ensure
diversification among issuers.

The Company believes the domestic lines of credit available in 1996 are
sufficient to meet domestic borrowing needs. The revolving line of credit
agreements expire August, 2000. The Company also has a seasonal revolving credit
facility to meet peak borrowing needs which expires August, 1996.

The Company also has a $100 million private medium-term note program of which
$50 million was available at August 31, 1995. The medium-term note matures in
February, 1996 and is expected to result in increased levels of short-term debt.
At year end, cash and cash equivalents totaled $84 million, down from $135
million at August 31, 1994. It is the Company's policy to repatriate excess
funds not required for operating capital or to fund asset purchases.

Capital expenditures, including business and technology acquisitions, were $86
million in 1995 compared to $79 million in 1994 and $107 million in 1993. In
1993, total expenditures were higher principally due to expanded production
capacity, additional research facilities, and technology acquisitions. Capital
expenditures for 1996 are expected to be approximately $120 million, and will be
funded through earnings. In addition, the Company expects to invest
approximately $51 million in 1996 as part of a proposed research collaboration
with Mycogen Corporation.

Dividends paid in July of 1995 increased to $.20 per share, up 18 percent from
the $.17 per share dividend paid the prior three quarters. The Company's
dividend policy is to annually pay out 40 percent of a four-year rolling average
of earnings.

During 1995, 2.8 million shares of the Company's stock were repurchased under a
Board authorized repurchase plan at a total cost of $100 million. At August 31,
1995, authorized shares remaining to be purchased under the plan totaled
700,000. On September 12, 1995, the Board of Directors authorized the repurchase
of an additional three million shares of the Company's stock.

Effects of Inflation

Inflation typically is not a major factor in the Company's operations. The cost
of seed products is largely influenced by seed field yields and commodity prices
which are not impacted by inflation. Costs normally impacted by inflation --
wages, transportation, and energy -- are a relatively small part of the total
operations.

EXHIBIT 13

INDEPENDENT AUDITORS' REPORT

To the Shareholders
Pioneer Hi-Bred International, Inc.
Des Moines, Iowa

We have audited the accompanying consolidated balance sheets of Pioneer Hi-Bred
International, Inc. and subsidiaries as of August 31, 1995 and 1994, and the
related consolidated statements of income, shareholders' equity, and cash flows
for each of the years in the three-year period ended August 31, 1995. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Pioneer Hi-Bred
International, Inc. and subsidiaries as of August 31, 1995 and 1994, and the
results of their operations and their cash flows for each of the years in the
three-year period ended August 31, 1995, in conformity with generally accepted
accounting principles.

As discussed in Note 1 to the consolidated financial statements, the Company
changed its method of accounting for other postretirement benefits in 1993.

KPMG Peat Marwick LLP

Des Moines, Iowa
October 13, 1995

Consolidated Statements of Income

Years Ended August 31, 1995 1994 1993
- ---------------------------------------------------------------------------------
(In millions, except per share amounts)

Net sales $1,532 $1,479 $1,343

Operating costs and expenses:
Cost of goods sold $ 642 $ 606 $ 538
Research and product development 130 114 105
Selling 354 335 308
General and administrative 126 123 113
Restructuring and settlements - (45) 54
$1,252 $1,133 $1,118

Operating income $ 280 $ 346 $ 225
Investment income 23 19 17
Interest expense (13) (11) (18)
Net exchange gain (loss) 1 (5) (5)

Income before items below $ 291 $ 349 $ 219

Provision for income taxes (106) (134) (86)
Minority interest and other (2) (2) 4

Income before cumulative effect of
accounting change $ 183 $ 213 $ 137

Cumulative effect of accounting change,
net of income taxes of $11 - - (17)

Net income $ 183 $ 213 $ 120

Income per common share:
Income before cumulative effect of
accounting change $ 2.16 $ 2.40 $ 1.53
Cumulative effect of accounting change, net (.19)

Net income $ 2.16 $ 2.40 $ 1.34

Average shares outstanding 85 89 90
<FN>
See Notes to Consolidated Financial Statements.
</FN>

Consolidated Balance Sheets

ASSETS August 31, 1995 1994
- -----------------------------------------------------------------------
(In millions)

CURRENT ASSETS
Cash and cash equivalents $ 84 $ 135
Receivables:
Trade 163 161
Other 46 32
Inventories 426 359
Prepaid expenses 2 3
Deferred income taxes 49 52

Total current assets $ 770 $ 742

LONG-TERM ASSETS $ 41 $ 38

PROPERTY AND EQUIPMENT
Land and land improvements $ 61 $ 59
Buildings 331 330
Machinery and equipment 481 438
Construction in progress 37 29
$ 910 $ 856
Less accumulated depreciation 438 398
$ 472 $ 458

INTANGIBLES $ 10 $ 15

$1,293 $ 1,253
<FN>
See Notes to Consolidated Financial Statements.
</FN>

Consolidated Balance Sheet

LIABILITIES AND SHAREHOLDERS' EQUITY August 31, 1995 1994
- ------------------------------------------------------------------------
(In millions)

CURRENT LIABILITIES
Short-term borrowings $ 58 $ 14
Current maturities of long-term debt 53 1
Accounts payable, trade 58 80
Accrued compensation 45 54
Income taxes payable 23 31
Other 43 52

Total current liabilities $ 280 $ 232

LONG-TERM DEBT $ 18 $ 66

DEFERRED ITEMS, primarily income taxes and
retirement benefits $ 75 $ 67

CONTINGENCIES

MINORITY INTEREST IN SUBSIDIARIES $ 7 $ 7

SHAREHOLDERS' EQUITY
Capital stock:
Preferred, authorized 10,000,000 shares;
issued none $ - $ -
Common, $1 par value; authorized 150,000,000
shares; issued 92,693,578 shares 93 93
Additional paid-in capital 18 15
Retained earnings 1,118 995
Cumulative translation adjustment 1 (3)

$1,230 $1,100
Less:
Cost of common shares acquired for the treasury,
1995-- 9,206,749 shares; 1994-- 6,479,089 shares (303) (207)
Unearned compensation (14) (12)

$ 913 $ 881

$1,293 $1,253

<FN>
See Notes to Consolidated Financial Statements.
</FN>

Consolidated Statements of Cash Flows

Years Ended August 31, 1995 1994 1993
- ---------------------------------------------------------------------------------
(In millions)

CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 183 $ 213 $ 120
Noncash items included in net income:
Depreciation 61 60 52
Amortization 13 15 13
Restructuring of operations - 3 38
Cumulative effect of accounting change - - 17
Provision for doubtful accounts 2 5 8
Loss on disposal of assets 1 2 1
Foreign currency exchange losses 2 4 6
Other noncash items 4 (8) (6)
Change in assets and liabilities, net:
Receivables (20) (31) (27)
Inventories (68) 26 (64)
Accounts payable and accrued expenses (39) 23 15
Income taxes payable (8) 12 (5)
Other assets and liabilities 9 7 8

Net cash provided by operating activities $ 140 $ 331 $ 176

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of assets $ 6 $ 6 $ 32
Payments received on notes receivable 6 9 12
Disbursements for notes receivable (4) (6) (10)
Capital expenditures (86) (79) (100)
Other, net (4) (8) (5)

Net cash used in investing activities $ (82) $ (78) $ (71)

CASH FLOWS FROM FINANCING ACTIVITIES
Net short-term borrowings (payments) $ 45 $ (47) $ (19)
Proceeds from long-term borrowings 5 3 1
Principal payments on long-term borrowings (2) (5) (7)
Purchase of common stock (100) (113) (26)
Cash dividends paid (60) (52) (45)

Net cash used in financing activities $ (112) $ (214) $ (96)

Effect of foreign currency exchange rate
changes on cash and cash equivalents $ 3 $ - $ (14)
Effect of change in year-end of the Company's
international subsidiaries on cash and cash
equivalents $ - $ 4 $ -
Net increase (decrease) in cash and cash
equivalents $ (51) $ 43 $ (5)
Cash and cash equivalents, beginning 135 92 97

CASH AND CASH EQUIVALENTS, ENDING $ 84 $ 135 $ 92

<FN>
See Notes to Consolidated Financial Statements.
</FN>

Consolidated Statements of Shareholders' Equity

Years Ended August 31, 1995 1994 1993
- -------------------------------------------------------------------------------------
(In millions)

COMMON STOCK
Balance, beginning and ending $ 93 $ 93 $ 93

ADDITIONAL PAID-IN CAPITAL
Balance, beginning $ 15 $ 13 $ 14
Common stock issued from treasury for
restricted stock plan 1 1 (1)
Tax benefits related to restricted stock plan 2 1 -
Balance, ending $ 18 $ 15 $ 13

RETAINED EARNINGS
Balance, beginning $ 995 $ 835 $ 760
Net income 183 213 120
Change in reporting period of internationa
subsidiaries - (1) -
Cash dividends on common stock (1995 -- $.71
per share; 1994-- $.59 per share; 1993--
$.5 per share) (60) (52) (45)
Balance, ending $1,118 $ 995 $ 835

CUMULATIVE TRANSLATION ADJUSTMENT
Balance, beginning $ (3) $ (7) $ 20
Current translation adjustment 4 4 (27)
Balance, ending $ 1 $ (3) $ (7)

TREASURY STOCK
Balance, beginning $ (207) $ (97) $ (79)
Purchase of common stock for the treasury
(1995-- 2,844,209 shares; 1994 -- 3,325,200
shares; 1993 -- 1,056,000 shares) (100) (113) (26)
Common stock issued for restricted stock plan,
net of forfeitures and stock used to satisfy
withholding taxes (1995 -- 116,549 shares;
1994 -- 97,336 shares; 1993-- 223,895 shares) 4 3 8
Balance, ending $ (303) $ (207) $ (97)

UNEARNED COMPENSATION
Balance, beginning $ (12) $ (12) $ (9)
Net additions of common stock to restricted
stock plan (8) (4) (7)
Amortization of unearnced compensation 6 4 4
Balance, ending $ (14) $ (12) $ (12)

TOTAL SHAREHOLDERS' EQUITY AT YEAR END $ 913 $ 881 $ 825

<FN>
See Notes to Consolidated Financial Statements.
</FN>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Nature of Business and Significant Accounting Policies

Nature of business:

The Company's business is the broad application of the science of
genetics. Pioneer was founded in 1926 to apply newly-discovered
genetic techniques to hybridize corn. Today, the Company develops,
produces, and markets hybrids of corn, sorghum, sunflower, and
vegetables; varieties of soybean, alfalfa, wheat, and canola; and
microorganisms useful in crop and livestock production.

Consolidation policy:

The consolidated financial statements include the accounts of the
Company and all of its subsidiaries. All material intercompany
balances and transactions have been eliminated in consolidation.

Cash equivalents:

The Company considers all liquid investments with a maturity at
purchase of three months or less to be cash equivalents.

Receivables:

Receivables are stated net of an allowance for doubtful accounts
of $19 million and $21 million at August 31, 1995 and 1994,
respectively.

Inventories

Inventories are valued at the lower of cost (first-in, first-out
method) or market. Gains or losses on commodity hedging
transactions are included as a component of inventory.

Property and equipment:

Property and equipment is recorded at cost, net of an allowance
for loss on plant closings of $9 million and $5 million at August
31, 1995 and 1994, respectively. Depreciation is computed
primarily by the straight-line method over estimated service lives
of two to 40 years.

Intangibles:

Intangible assets are stated at amortized cost and are being
amortized by the straight-line method over one- to twenty-year
periods, with the weighted-average amortization period
approximating 7.6 years for the year ended August 31, 1995.
Accumulated amortization of $32 million and $26 million at August
31, 1995 and 1994, respectively, have been netted against these
assets.

Basis of accounting:

Subsidiary and asset acquisitions are accounted for by the
purchase method.

Translation of foreign currencies and foreign exchange hedging:

All assets and liabilities in the balance sheets of foreign
subsidiaries whose functional currency is other than the U.S.
dollar are translated at year-end exchange rates. Translation
gains and losses are not included in determining net income but
are accumulated as a separate component of shareholders' equity.
However, for subsidiaries considered to be operating in highly
inflationary countries and for certain other subsidiaries, the
U.S. dollar is the functional currency, and translation gains and
losses are included in determining net income. Foreign currency
transaction gains and losses are included in determining net
income.

The Company uses a combination of forward foreign exchange
contracts and foreign currency option contracts to hedge open
foreign denominated payables and receivables and also to hedge
firm sales and purchase commitments with its foreign subsidiaries.
Unrealized gains and losses on hedges of existing foreign
denominated payables or receivables are included in other assets
or liabilities and are recognized in net exchange gain (loss) in
conjunction with the revaluation of the foreign currency
denominated transaction. Unrealized gains and losses related to
qualifying hedges of firm sales and purchase commitments are
deferred and recognized in income when the future sales or
purchases are recognized or immediately if the commitment is
canceled. Option premiums paid are amortized to income over the
life of the contract.

Income taxes:

Income taxes are computed in accordance with SFAS No. 109.
Deferred income taxes have been provided on temporary differences
in the financial statement and income tax bases of certain assets
and liabilities.

Deferred income taxes have not been provided on the undistributed
earnings or the cumulative translation adjustment of the foreign
subsidiaries to the extent the Company intends to reinvest such
undistributed earnings indefinitely or to repatriate them only to
the extent that no additional income tax liability is created. The
cumulative amount of the undistributed net income and translation
adjustment of such subsidiaries is approximately $169 million at
August 31, 1995. The Company files consolidated U.S. Federal
income tax returns with its domestic subsidiaries; therefore, no
deferred income taxes have been provided on the undistributed
earnings of those subsidiaries.

Pension plans:

The Company's domestic and Canadian operations have defined
benefit pension plans covering substantially all their employees.
The plans provide benefits that are based on average monthly
earnings of the employees. The funding policy is to contribute
annually an amount to fund pension cost as actuarially determined
by an independent pension consulting firm.