EXHIBIT C

                       FORM OF AMENDMENT TO THE
         THIRD RESTATED AND AMENDED ARTICLES OF INCORPORATION
                                  OF
                  PIONEER HI-BRED INTERNATIONAL, INC.


                              ARTICLE IV

         Article IV of the Articles of Incorporation shall be amended
by replacing the following language of paragraph A:

              A. The aggregate  amount of authorized  capital stock of
      this  Corporation   shall  be  $150,000,000   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, 

with the following language:

              A. The aggregate  amount of authorized  capital stock of
      this  Corporation   shall  be  $600,000,000   divided  into  (i)
      600,000,000 shares, consisting of one class designated as common
      and having a par value of One Dollar ($1.00) per share,










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