SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

E.I. du Pont de Nemours and Company
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(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(l), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.

[X] No fee required

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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Notes:

DuPont
1007 Market Street
Wilmington, DE 19898

[LOGO OF DUPONT APPEARS HERE]

John A. Krol
Chairman of the Board

Annual Meeting--April 29, 1998

March 20, 1998

Dear Stockholder:

You are invited to attend the Company's 1998 Annual Meeting on Wednesday, April
29, 1998, at 10:30 a.m. in The Playhouse Theatre, DuPont Building, Wilmington,
Delaware.

The enclosed Notice of Annual Meeting and Proxy Statement describe the various
matters to be acted upon during the meeting. In addition, there will be a report
on the state of the Company's business and an opportunity for you to express
your views on subjects related to the Company's operations.

To make it easier for you to vote your shares, we are introducing telephone
voting. The enclosed proxy card describes how to use this convenient new
service. Or you may complete the enclosed proxy card and return it in the
postage-paid envelope. In either case, you may request a ticket for the meeting.
If you need special assistance because of a disability, please contact the
DuPont Stockholder Relations Office.

The Annual Meeting gives us an opportunity to review results and discuss the
steps the Company is taking to assure a strong performance in the future. Your
interest in the Company is much appreciated, and I hope you will be able to join
us as we talk about these matters on April 29.

Sincerely,

/s/ John A. Krol

John A. Krol

E.I. du Pont de Nemours and Company [LOGO OF RECYCLABLE PRODUCTS APPEARS HERE]
Printed on Recycled Paper

March 20, 1998

To the Holders of Common Stock of
E. I. du Pont de Nemours and Company

NOTICE OF ANNUAL MEETING

The Annual Meeting of Stockholders of E. I. DU PONT DE NEMOURS AND COMPANY
will be held on Wednesday, April 29, 1998, at 10:30 a.m. local time, in The
Playhouse Theatre in the DuPont Building, 1007 Market Street, Wilmington,
Delaware. The meeting will be held to consider and act upon the election of
directors, the ratification of independent accountants, stockholder proposals
described in the Proxy Statement and such other business as may properly come
before the meeting.

Holders of record of DuPont Common Stock at the close of business on March
6, 1998, are entitled to vote at the meeting.

This notice and the accompanying proxy material are sent to you by order of
the Board of Directors.

Louise B. Lancaster
Secretary

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. WHETHER OR NOT
YOU PLAN TO ATTEND THE MEETING, PLEASE VOTE BY TELEPHONE OR COMPLETE AND RETURN
THE PROXY CARD IN THE ENCLOSED ENVELOPE AS SOON AS POSSIBLE.

PROXY STATEMENT

March 20, 1998

The enclosed proxy is being solicited by order of the Board of Directors of
E. I. du Pont de Nemours and Company for use in connection with the Annual
Meeting of Stockholders to be held April 29, 1998.

The record date with respect to this solicitation is March 6, 1998. All
holders of record of DuPont Common Stock as of the close of business on that
date are entitled to vote at the meeting. As of that date the Company had
1,146,762,128 shares of common stock outstanding. Each share of stock is
entitled to one vote. A favorable vote of a majority of the shares of common
stock voted in person or by proxy at the meeting is required for the approval of
each of the proposals described in this Proxy Statement. Abstentions and broker
non-votes are not counted in the calculation of the vote. A proxy may be revoked
by the stockholder at any time prior to its being voted. If a proxy is properly
executed and is not revoked by the stockholder, the shares it represents will be
voted at the meeting in accordance with the instructions of the stockholder. If
the proxy card is signed and returned without specifying choices, the shares
will be voted in accordance with the recommendations of the Board of Directors.
In lieu of returning signed proxy cards, holders of record can properly execute
proxies by calling a specially designated telephone number as described on the
enclosed proxy card.

The proxy also serves as the voting instruction for the trustees who hold
shares of record for participants in the DuPont Savings and Investment Plan, the
Conoco Thrift Plan, the Investment Plan for Salaried Employees of Consolidation
Coal Company and the Conoco Employee Stock Ownership Plan. If proxies
representing shares in the employee savings plans listed above are not received
by mail or telephone, those shares will be voted at the discretion of a trustee.
Shares in the Conoco Employee Stock Ownership Plan cannot be voted unless the
Plan participant signs and returns the proxy card or votes by telephone.

The Company's Annual Report to Stockholders, containing financial
statements reflecting the financial position and results of the operations of
the Company for 1997, and this Proxy Statement were distributed together
beginning March 20, 1998.

General Information

Proxy Statement Proposals. Each year the Board of Directors submits to the
stockholders at the annual meeting its nominations for election of directors. In
addition, the Bylaws of the Company require that the selection of independent
accountants by the Audit Committee of the Board of Directors be submitted for
stockholder ratification at each annual meeting. Other proposals may be
submitted by the Board of Directors or stockholders for inclusion in the proxy
statement for action at the annual meeting. Any proposal submitted by a
stockholder for inclusion in the 1999 Annual Meeting Proxy Statement must be
received by the Company no later than November 20, 1998.

Stockholder Nominations for Election of Directors. The Corporate Governance
Committee recommends to the Board of Directors nominees for election as
directors at the annual meeting. In making such recommendations, the Corporate
Governance Committee will consider nominations submitted by stockholders. Any
such nominations must be made by stockholders of record and received by the
Secretary of the Company by the first Monday in December. Nominations must be
accompanied by a statement of the nominee indicating willingness to serve if
elected and disclosing principal occupations or employments held over the past
five years.

Proxy Committee. The Proxy Committee is composed of directors of the Company who
vote as instructed the shares of DuPont Common Stock for which they receive
proxies. Proxies also confer upon the Proxy Committee discretionary authority to
vote the shares on any matter which was not known to the Board of Directors a
reasonable time before solicitation of proxies, but which is properly presented
for action at the meeting.

Proxy Solicitation. All costs relating to the solicitation of proxies will be
borne by the Company. Morrow & Co. has been retained by the Company to aid in
the solicitation of proxies, at an estimated cost of $13,500 plus reimbursement
of out-of-pocket expenses. Proxies may also be solicited by officers, directors
and employees of the Company personally or by mail, or by telephone, facsimile
transmission or other electronic means. On request, the Company will pay brokers
and other persons holding shares of stock in their names or in those of their
nominees for their reasonable expenses in sending soliciting material to, and
seeking instructions from, their principals.

Secrecy in Voting. As a matter of policy, proxies, ballots and voting
tabulations that identify individual stockholders are held confidential by the
Company. Such documents are available for examination only by the independent
tabulation agents, the independent inspectors of election and certain employees
associated with tabulation of the vote. The identity of the vote of any
stockholder is not disclosed except as may be necessary to meet legal
requirements.

The Board of Directors

Operation and Meetings. The Board of Directors is responsible for broad
corporate policy and the overall performance of the Company. Members of the
Board are kept informed of the Company's business by various documents sent to
them before each meeting and oral reports made to them during these meetings by
the Chairman, President and Chief Executive Officer and other corporate
executives. They are advised of actions taken by the Audit, Compensation,
Corporate Governance, Environmental Policy and Strategic Direction Committees
and the Office of the Chief Executive. In addition, the directors receive
written reports from the businesses when they propose actions for Board
approval. Directors have access to all books, records and reports, and members
of management are available at all times to answer their questions.

In 1997 six regular meetings and one special meeting of the Board of
Directors were held. All current directors attended 90% or more of the total
Board and committee meetings held in 1997, and attendance averaged 98%.
Directors fulfill their responsibilities not only by attending Board and
committee meetings but also through communication with the Chairman and members
of management relative to matters of mutual interest and concern to the Company.

Retirement Policy. The Company's retirement policy for directors provides that
no director may stand for reelection to the Board after reaching age 70. All
employee directors retire from the Board when they retire from employment with
the Company with the exception of former Chief Executive Officers. The Board at
its discretion may in unusual circumstances, and for a limited period, ask a
Board member to stand for reelection after the prescribed retirement date.

Compensation. Members of the Board who are employees of DuPont or any of its
subsidiaries are not compensated for service on the Board or on committees. J.
A. Krol, who retired as an employee of the Company and remains Chairman of the
Board, receives $25,000 per month beginning March 1, 1998. All other nonemployee
directors receive an annual retainer fee of $35,000 for service on the Board,
and a fee of $1,000 per meeting for attending special meetings of the Board and
stockholder meetings held on a day when the Board does not meet. Nonemployee
directors receive annual compensation for committee service as follows: (a)
committee chairs receive $15,000, (b) members of the Strategic Direction
Committee receive $9,000 and (c) members of the other Board committees receive
$6,000. Nonemployee directors, other than the Chairman, also receive an annual
grant of 400 shares of DuPont Common Stock. The Chairman received a grant on
March 1, 1998 of a nonqualified stock option for 60,000 shares of DuPont Common
Stock.

Under the terms of the DuPont Stock Accumulation and Deferred Compensation
Plan for Directors, any director may defer all or part of the payment of Board
and committee fees in the form of cash or stock units until a specified year or
until ceasing to be a director of the Company. Annual stock grants may also be
deferred but only as stock units. Interest equivalents accrue on payments
deferred in the form of cash and dividend equivalents accrue on payments
deferred in the form of stock units. For 1998, six directors have elected to
defer payment of directors' fees or the annual stock grant. Nonemployee
directors are also eligible to participate in a retirement income plan if on the
date of retirement from the Board they have served on the Board for at least
five years and have not qualified for an immediate or deferred pension benefit
from the Company or any of its subsidiaries. The annual benefits payable under
the plan are equal to one-half of the annual Board retainer (exclusive of any
committee compensation and annual stock grants) in effect on the date of the
director's retirement. Benefits are available for the lesser of life or 10
years.

The Directors' Charitable Gift Plan was established to improve the
competitiveness of the compensation and benefits package for Board members.
After a director's death, the Company will donate five consecutive annual
installments up to $200,000 each to tax-exempt educational institutions or
charitable organizations recommended by the director and approved by the
Company. A director will be fully vested in the Plan upon completion of five
years of service as a director or upon death or disability. The Plan is
unfunded. The Company may fund the Plan through, among other vehicles, the
purchase of life insurance policies on the lives of directors, and the Company
would own and be the beneficiary of the policies. Directors derive no personal
financial or tax benefit from the Plan because the charitable, tax deductible
donations and insurance proceeds, if any, accrue solely to the benefit of the
Company. Employee directors may participate in the Plan provided they bear their
allocable cost. The Company also maintains accidental death, dismemberment and
disability insurance on nonemployee directors in the amount of $300,000.

Office of the Chief Executive. The Office of the Chief Executive has
responsibility for the overall direction and operations of all the businesses of
the Company, including corporate financial performance, environmental leadership
and safety, and development of global talent. All four members are employees and
two are directors. Its members include the President and Chief Executive
Officer, two Executive Vice Presidents and the Senior Vice President-DuPont
Finance. The Office of the Chief Executive works in close coordination with the
executive officers of the Company.

Strategic Direction Committee. The Strategic Direction Committee, which consists
of seven directors, is responsible for reviewing the strategic direction of the
Company's major business segments. The Committee also reviews significant trends
in technology and their anticipated impact on the Company. During 1997, the
Strategic Direction Committee held three meetings.

Environmental Policy Committee. The Environmental Policy Committee is
responsible for reviewing the Company's environmental policies and practices.
The Committee also provides support for the Company's leadership role in
corporate environmentalism. The Environmental Policy Committee, which consists
of five directors, held three meetings in 1997.

Audit Committee. The Audit Committee, which consists of five directors, employs
independent accountants, subject to stockholder ratification, to audit the
Company's financial statements and perform other assigned duties. The Committee
also requests the Company's subsidiaries to engage independent accountants, as
the Committee deems appropriate, to audit their respective financial statements.
Further, the Committee provides general oversight with respect to the accounting
principles employed in financial reporting and the adequacy of the Company's
internal controls. No member of the Audit Committee may be an officer or
employee of the Company or any subsidiary. During 1997, the Audit Committee held
three meetings.

Compensation Committee. The Compensation Committee, which consists of four
directors, is responsible for establishing an executive compensation policy
consistent with corporate objectives and stockholder interests. The Committee
has responsibility for recommending to the Board levels of compensation for
employee directors, including salaries as well as variable compensation, stock
options and restricted stock. The Compensation Committee also administers grants
under the Company's compensation plans. During 1997, the Compensation Committee
held four meetings.

Corporate Governance Committee. The Corporate Governance Committee, which
consists of four directors, is responsible for recommending to the Board
nominees for election as directors, including nominees for election as directors
at the annual meeting. The Committee also has responsibility for reviewing and
making recommendations to the Board related to matters on corporate governance
such as the practices, policies and procedures affecting directors and the
Board's operations and effectiveness. No member of the Committee may be an
officer or employee of the Company or any subsidiary. During 1997, the Corporate
Governance Committee held four meetings.

Other Information. In August 1995 a purported stockholder derivative action was
brought in the U.S. District Court in Columbus, Georgia, by one individual on
behalf of the Company against the then current and certain former directors
(including all nominees except C. J. Crawford, A. W. Dunham, C. O. Holliday,
Jr., L. D. Juliber and G. Watanabe). The civil suit, which seeks unspecified
damages and other relief, alleges a breach of fiduciary duty related to the
Company's response to a ruling by that court imposing a conditional fine of
about $115 million on the Company in connection with its conduct of certain
Benlate(R) 50 DF fungicide litigation. That fine has been vacated by the
Eleventh Circuit Court of Appeals. The derivative action remains stayed.

1--ELECTION OF DIRECTORS

The 13 nominees for election as directors are identified on pages 4 through
7. All nominees are now members of the Board of Directors with the exception of
Curtis J. Crawford. Two current directors, Andrew F. Brimmer and Charles M.
Harper, will retire from the Board effective April 29, 1998. The Board knows of
no reason why any nominee would be unable to serve as a director. If any nominee
should for any reason become unable to serve, the shares represented by all
valid proxies will be voted for the election of such other person as the Board
of Directors may designate following recommendation by the Corporate Governance
Committee, or the Board may reduce the number of directors to eliminate the
vacancy.

The following material contains information concerning the nominees,
including their recent employment, positions with the Company, other
directorships, and age as of the date of the 1998 Annual Meeting.

[PICTURE OF PERCY N. BARNEVIK
PERCY N.
BARNEVIK Director since 1991 Chairman, Corporate Governance Committee
APPEARS HERE] Age 57 Member, Strategic Direction and
Environmental Policy Committees

Mr. Barnevik is Chairman and former chief executive officer of ABB Asea Brown
Boveri Ltd., headquartered in Zurich, Switzerland, a company serving electric
power generation, transmission and distribution customers as well as industrial,
environmental control and mass transit markets. In addition to ABB Asea Brown
Boveri Ltd., he is also a director of General Motors Corporation and
non-executive chairman of the boards of Investor AB and Sandvik AB.

[PICTURE OF CURTIS J. CRAWFORD
CURTIS J.
CRAWFORD Age 50
APPEARS HERE]

Mr. Crawford is President and Chief Executive Officer of Zilog, Inc., a producer
of application specific standard products in the semiconductor industry. From
1995 to January 1998, Mr. Crawford was group president, Microelectronics Group,
Lucent Technologies, Inc., and also served as president, Intellectual Property
Division, from October 1997. From 1993 to 1995, he was president of AT&T
Microelectronics, a business unit of AT&T Corporation. Mr. Crawford is a
director of ITT Industries, Inc., and Zilog, Inc., and chairman of i-Stat
Corporation.

[PICTURE OF LOUISA C. DUEMLING
LOUISA C.
DUEMLING Director since 1982 Member, Environmental
APPEARS HERE] Age 62 Policy Committee

Mrs. Duemling is a member of the board of governors of the Nature Conservancy
and the board of trustees of the Chesapeake Bay Foundation.

[PICTURE OF ARCHIE W. DUNHAM
ARCHIE W.
DUNHAM Director since 1996 Member, Environmental
APPEARS HERE] Age 59 Policy Committee

An Executive Vice President, Mr. Dunham is also President and Chief Executive
Officer of Conoco. He is a former senior vice president-DuPont, executive vice
president-exploration production of Conoco and senior vice president of DuPont
Polymers and DuPont Chemicals and Pigments. He is a director of Louisiana
Pacific Corporation, the American Petroleum Institute, the National Petroleum
Council, the U.S.-Russia Business Council and the Greater Houston Partnership
and a director and vice chairman of the United States Energy Association. Mr.
Dunham also serves on the board of trustees of the Memorial Hermann Healthcare
System in Houston, the Houston Grand Opera, Houston Symphony, George Bush
Presidential Library and the Smithsonian Institution.

[PICTURE OF EDWARD B. du PONT
EDWARD B.
du PONT Director since 1978 Member, Audit Committee
APPEARS HERE] Age 64

Mr. du Pont was chairman of Atlantic Aviation Corporation, the principal
business of which is the charter, completion, storage, operation and maintenance
of aircraft. He serves as a director of Wilmington Trust Corporation, a trustee
of Christiana Care Corporation, president and a trustee of Eleutherian
Mills-Hagley Foundation, and vice president and a trustee of Longwood
Foundation, Inc.

[PICTURE OF CHARLES O. HOLLIDAY, JR.
CHARLES O.
HOLLIDAY, JR. Director since July 1997 Member, Strategic
APPEARS HERE] Age 50 Direction Committee

President and Chief Executive Officer, Mr. Holliday is a former executive vice
president, president and chairman-DuPont Asia Pacific and senior vice president.
He is a director of Analog Devices, Inc. and Pioneer Hi-Bred International, Inc.
Mr. Holliday also serves on the Chancellor's Advisory Council for Enhancement at
the University of Tennessee and is a trustee of the Winterthur Museum and
Gardens.

[PICTURE OF LOIS D. JULIBER
LOIS D.
JULIBER Director since 1995 Member, Strategic Direction and
APPEARS HERE] Age 49 Compensation Committees

Ms. Juliber is Executive Vice President and Chief of Operations, Developed
Markets, Colgate-Palmolive Company, the principal business of which is the
production and marketing of consumer products. She formerly served as president,
Colgate-Palmolive North America, chief technological officer of
Colgate-Palmolive and president of that company's Far East/Canada businesses.
Ms. Juliber is a member of the board of trustees of Wellesley College and the
Brookdale Foundation.

[PICTURE OF JOHN A. KROL
JOHN A. KROL
APPEARS HERE] Director since 1992 Member, Strategic Direction and
Age 61 Environmental Policy Committees

Chairman of the Board, Mr. Krol is a former president and chief executive
officer, vice chairman, and senior vice president of DuPont Fibers and DuPont
Agricultural Products. He is a director of Armstrong World Industries, Inc.,
J.P. Morgan & Co. Incorporated and The Mead Corporation, a member of The
Business Council and serves on the boards of Catalyst and the National
Association of Manufacturers. Mr. Krol is also a trustee of the Delaware Art
Museum, Eleutherian Mills-Hagley Foundation, Tufts University, the University of
Delaware and the United States Council for International Business.

[PICTURE OF WILLIAM K. REILLY
WILLIAM K.
REILLY Director since 1993 Chairman, Environmental Policy Committee
APPEARS HERE] Age 58 Member, Corporate Governance Committee

Mr. Reilly is President and Chief Executive Officer of Aqua International
Partners, L.P., which finances water supply and wastewater treatment in
developing countries. He formerly served as administrator of the United States
Environmental Protection Agency, the Payne visiting professor at the Institute
for International Studies at Stanford University and president of World Wildlife
Fund and The Conservation Foundation. Mr. Reilly is a director of Evergreen
Holdings, Inc., and Royal Carribbean International and a trustee of The National
Geographic Society, Presidio Trust and World Wildlife Fund. He also serves on
the boards of Yale University Corporation and the German Marshall Fund of the
United States and is chairman of American Farmland Trust, Clean Sites, Inc., and
the Environmental Education and Training Institute of North America.

[PICTURE OF H. RODNEY SHARP, III
H. RODNEY
SHARP, III Director since 1981 Member, Audit and
APPEARS HERE] Age 62 Compensation Committees

Mr. Sharp is President of the Board of Trustees of Longwood Foundation, Inc.,
and a director of Wilmington Trust Corporation. He is a trustee of St.
Augustine's College (Raleigh, North Carolina) and a trustee and director of
Christiana Care Corporation. Mr. Sharp also serves as treasurer and a director
of Planned Parenthood of Delaware and a director of First Call for Help, Inc.,
and the YMCA of Delaware.

[PICTURE OF CHARLES M. VEST
CHARLES M.
VEST APPEARS Director since 1993 Member, Audit and
HERE] Age 56 Compensation Committees

Mr. Vest is President of the Massachusetts Institute of Technology. He is a
former provost and vice president of Academic Affairs and dean of Engineering of
the University of Michigan. Mr. Vest is a director of International Business
Machines Corporation, a fellow of the American Association for the Advancement
of Science, and a member of the National Academy of Engineering and the
Corporation of the Woods Hole Oceanographic Institution.

[PICTURE OF GORO WATANABE
GORO WATANABE
APPEARS HERE] Director since 1996 Member, Audit Committee
Age 63

Mr. Watanabe is an Executive Vice President and a Representative Director of
Mitsui & Co., Ltd., an international trading company headquartered in Tokyo,
Japan. He formerly served as senior executive managing director and president
and chief executive officer of Mitsui & Co. (U.S.A.), Inc.

[PICTURE OF EDGAR S. WOOLARD, JR.
EDGAR S.
WOOLARD, JR. Director since 1983 Chairman, Strategic
APPEARS HERE] Age 64 Direction Committee

Mr. Woolard served as chairman of the Board, chief executive officer, president
and chief operating officer, vice chairman and executive vice president. He is a
director of Apple Computer, Inc., and Citicorp and a member of The Business
Council. He also serves as a trustee of Protestant Episcopal Theological
Seminary and the Winterthur Museum and Gardens.

Beneficial Ownership of Securities

Principal Stockholders. As of December 31, 1997, Wilmington Trust Corporation,
Wilmington, Delaware, beneficially owned an aggregate of 94,011,418 shares of
the Company's Common Stock, or 8.2% of such shares outstanding at the time. The
shares held by Wilmington Trust are held of record for trust, estate, custody or
agency accounts and at year-end included 23,245,747 shares held in the DuPont
Flexitrust, a trust created by the Company to satisfy obligations of the Company
under various employee benefit and compensation plans.

Directors and Executive Officers. Following is information concerning beneficial
ownership of shares in DuPont for each director and nominee, executive officers
named in the Summary Compensation Table on page 13 and for all directors and
executive officers as a group as of December 31, 1997. Also included are shares
of DuPont Common Stock granted in 1998 under the Variable Compensation Plan,
restricted stock units granted under the Stock Performance Plan to C. O.
Holliday, Jr., on February 1, 1998, and shares of DuPont Common Stock purchased
prior to March 1, 1998. Under rules of the Securities and Exchange Commission,
"beneficial ownership" is deemed to include shares for which the individual,
directly or indirectly, has or shares voting or investment power, whether or not
they are held for the individual's benefit.

Amount and Nature of
Beneficial Ownership
---------------------------------------------
(Number of Shares)
Voting or
Investment Right to Percent of
Direct(1) Power(2) Acquire(3) Class(4)
--------- ---------- ---------- ----------

DuPont Common Stock
P. N. Barnevik ................................... 2,800 -- -- --
J. A. Blumberg ................................... 54,921 -- 487,474 --
A. F. Brimmer .................................... 14,664 324 -- --
C. J. Crawford ................................... 150 -- -- --
L. C. Duemling ................................... 271,562 1,483,116 -- --
A. W. Dunham ..................................... 129,974 -- 844,552 --
E. B. du Pont .................................... 1,480,382 7,929,664* -- 0.8%
C. M. Harper ..................................... 19,314 -- -- --
C. O. Holliday, Jr./(5)/ ......................... 97,187 285,300* 344,916 --
L. D. Juliber .................................... 2,881 600 -- --
J. A. Krol ....................................... 203,027 142,260* 1,436,498 --
K. M. Landgraf ................................... 24,225 -- 172,400 --
W. K. Reilly ..................................... 6,680 -- -- --
H. R. Sharp, III ................................. 368,368 6,457,600* -- 0.6%
C. M. Vest ....................................... 3,574 -- -- --
G. Watanabe ...................................... 800 -- -- --
E. S. Woolard, Jr. ............................... 352,703 294,300* 1,219,146 --
Directors and Executive Officers as a Group/(5)/.. 3,090,005 10,860,798 5,475,809 1.7%

(1) Reported in this column are shares held individually or jointly with others,
or in the name of a bank, broker or nominee for the individual's account.
Also included in this column are stock units credited under the Variable
Compensation Plan, the Salary Deferral and Savings Restoration Plan and the
DuPont Stock Accumulation and Deferred Compensation Plan for Directors, and
restricted stock units credited under the Stock Performance Plan.

(2) Reported in this column are other shares with respect to which directors and
executive officers have or share voting or investment power, including
shares directly owned by certain relatives with whom they are presumed to
share voting and/or investment power.

(3) Reported in this column are shares which directors and executive officers
have a right to acquire through the exercise of stock options granted under
DuPont's stock option plans.

(4) Unless otherwise indicated, beneficial ownership of any named individual
does not exceed 0.5% of the outstanding shares of the class.

(5) C. O. Holliday, Jr., owns directly 1,000 shares of DuPont Photomasks, Inc.,
Common Stock. Directors and Executive Officers as a Group own directly 1,100
shares of DuPont Photomasks, Inc., Common Stock.

* Because they may be deemed to share, directly or indirectly, voting and/or
investment power, E. B. du Pont and H. R. Sharp, III are each listed as
beneficial owners of the same 5,320,302 shares; E. B. du Pont and J. A. Krol
are each listed as beneficial owners of the same 142,260 shares, and C. O.
Holliday, Jr., and E. S. Woolard, Jr., are each listed as beneficial owners
of the same 285,300 shares. These shares of DuPont Common Stock are reported
only once in the total for directors and executive officers as a group.

Section 16(a) Beneficial Ownership Reporting Compliance. The Company's directors
and executive officers are required under the Securities Exchange Act of 1934 to
file reports of ownership and changes in ownership of DuPont Common Stock with
the Securities and Exchange Commission and the New York Stock Exchange. During
1997, all such reports were filed on a timely basis.

Compensation Committee Report on Executive Compensation

The Compensation Committee of the Board of Directors (the "Committee") is
responsible for establishing policies and programs which govern compensation for
executive officers and other employees who participate in the Company's Variable
Compensation Plan and Stock Performance Plan. The Committee makes specific
individual recommendations to the Board of Directors for employee directors.

The Company's executive compensation policy is to attract, reward and
retain management who will achieve the business objectives of the Company, and
provide competitive total annual compensation based on positions of equivalent
responsibility within a self-constructed group of peer companies. Total annual
compensation consists of salary and variable compensation. When determining
variable compensation, the Committee evaluates the Company's corporate
performance and annual compensation against the peer group, which are the same
companies included in the peer group index used in the stock performance graph
shown on page 16. The policy also provides for competitive long-term
compensation opportunity when compared with other major industrial companies,
including many of those shown in the peer group index.

Stock ownership guidelines were established in 1997 to better align
executive officers and other senior managers with the interests of stockholders
and to encourage a long-term focus in managing the Company. Stock ownership
requirements vary from a minimum of five times base salary for the CEO to one
and one-half times for Vice Presidents. A three-year period is given to achieve
these guidelines.

Compensation for executive officers consists of three components: salary,
variable compensation and stock options.

Salary

Consistent with the Company's policy, salaries are about the average of the
peer group. Salary increases for executive officers are based on individual
contribution and position versus the average of the peer group. This is the same
approach as used for other salaried employees.

Variable Compensation Plan

The Variable Compensation Plan (VCP) provides approximately 10,000
employees, including executive officers, with total annual compensation that
varies up or down based on the performance of the Company, the performance of
their business unit and their own contribution. Typically, 25% of variable
compensation is paid in DuPont Common Stock.

As approved by stockholders, the VCP limits the annual maximum funding to
20% of consolidated net income after deducting 6% of net capital employed. Each
year the Committee reviews operating results, excluding all nonrecurring items,
in determining the overall limit on variable compensation. This ensures that the
amount available for variable compensation fluctuates in relation to the
Company's operating results.

In determining VCP payments to participants for 1997, the Committee used a
formula which consists of equally weighted components of earnings per share
(EPS) versus the prior year and return on investors' capital (ROIC) versus the
average of the peer group. The formula may be adjusted based on a subjective
assessment of cash flow management for the year and corporate financial
performance compared with the peer group. For 1997 the Committee reviewed the
Company's performance relative to the peer group's EPS, ROIC and total
shareholder return.

The Company has a program to differentiate variable compensation by
business unit. Business differentiation is based on underlying after-tax
operating income and cash flow from operations versus each business unit's
financial commitment for the year. In addition, payments may be differentiated
by business unit based on a subjective assessment of performance in such areas
as valuing and developing people, safety, the environment, and continuous
improvement. The assessment of performance in these areas may also be used to
adjust the formula for overall corporate performance.

In arriving at the level of payments for 1997, the Committee considered
that 1997 EPS (excluding all nonrecurring items) was at an all-time high and
109% of 1996 EPS and ROIC was above the peer group. Average business unit
performance was 110% of commitment. The Committee approved average payments that
were 118% of 1996 levels. Payments among businesses ranged from 84% to 141% of
the average. A total of sixteen business units and functions received upward
adjustments for safety and environmental stewardship and eight for valuing and
developing people.

Variable compensation payments for 1997 were 37% of the maximum amount
available under the overall VCP limit. Over the past ten years, the Committee
has approved payments on average of 55% of the maximum available.

Stock Performance Plan

Stock options are granted to provide an incentive for employees primarily
responsible for the growth and success of the Company. Stock option grants are
also intended to encourage the ownership of DuPont stock and thereby further the
identity of interests of optionees with those of the Company's stockholders.
About 1,500 employees, including executive officers, key leaders in all global
regions and middle management, received grants in 1997.

The Committee has established stock option targets for each participating
level of responsibility within the Company based on a survey conducted by
Frederic W. Cook & Co., Inc., of 40 large industrial companies. The consulting
firm's survey included nine of the peer group companies used for the total
annual compensation and stock performance graph comparisons referenced above, as
well as other publicly traded companies with multibillion dollar revenues. This
broader group of companies, rather than the peer group, is used for determining
long-term compensation because of the greater variability in value of long-term
compensation plans. Corporate financial performance may be considered by the
Committee in determining the number of stock options granted. Targets for DuPont
are set to be near the median long-term incentive opportunity granted by the
survey group.

Stock options are typically granted annually. Individual grants may range
from 50% to 150% of the target for each level of responsibility to reflect
individual performance including achievement of critical operating tasks and
potential. In addition to annual grants, special stock option grants are made to
employees to recognize advancement to key senior management positions and to
recognize significant achievements. All annual grants have been at market price
on the date of grant and, after they become exercisable, have value only if the
price of DuPont Common Stock has increased to a value greater than at the grant
date. As further incentive for stock performance, for options granted from 1994
through 1996 to be exercisable during all but the last six months of the 10-year
option term, the price of DuPont Common Stock must be at least 120% of the price
on the date of grant. This helps insure that a significant gain for stockholders
is achieved before any compensation is realized.

In January 1997 a unique "Bicentennial" stock option grant was made in lieu
of the normal annual option grant. This grant was designed to encourage greater
management innovation and creativity to accelerate revenue growth and thus
shareholder value, achieving on average at least 15% per year total shareholder
return. For 83 executives, half of the options are exercisable if the stock
price reaches $75 per share and half at $90 per share, or about 145% and 170%,
respectively, of grant price. In addition, these options will be forfeited if
these stock price hurdles are not achieved within five years of the date of
grant. This grant puts DuPont executives at a significantly higher risk than
their peers at other companies. Because of this higher risk, larger than normal
grants were made. Other participants received fixed options that are exercisable
at $75 per share, without a forfeiture provision.

The stock option program for 1998 returned to the 20% stock price hurdle
(used in 1994-1996) but with one-third of the grant vesting in each of the
following three years.

The reload feature introduced in February 1997 was extended to February
1999 to accelerate management's achievement of the stock ownership guidelines.
Participants are eligible for reload options upon the exercise of previously
granted stock options with the condition that shares received from the exercise
are held for at least five years. Reload options do not increase the combined
number of shares and options held by the executive prior to the exercise.
Reloads are granted as nonqualified stock options at fair market value and have
a term equal to the remaining term of the original option.

Restricted stock or stock units may also be granted under the Stock
Performance Plan as a component of competitive long-term compensation. Grants
are made very selectively to attract, retain or reward individuals in specific
situations.

Compensation for the Chief Executive Officer (CEO)

Since 1990, the Committee has used the position of Senior Vice
President/Executive Vice President (EVP) as the benchmark tie to the peer group
rather than that of CEO for determining the CEO's total annual compensation.
This practice has been used to address concerns over the upward spiral of CEO
pay and the widening divergence in CEO compensation compared to the average
employee. In 1997 the EVP position was benchmarked. This resulted in an upward
adjustment for the CEO position to maintain the same relationship with the EVP
position. Total annual compensation for the CEO remains about twice that of an
EVP responsible for Chemicals and Specialties businesses.

John A. Krol, who served as CEO throughout 1997, received a salary increase
of 8.3% for 1997. His variable compensation for 1997 was 100% of the adjusted
1997 target for his position. In determining his variable compensation, the
Committee applied the same formula on a basis consistent with the determination
of variable compensation granted to other employees for 1997. In evaluating Mr.
Krol's performance, the Committee noted the Company's continued record earnings,
the 30% total shareholder return for 1997, and his leadership in identifying and
executing strategic initiatives including several key acquisitions to position
the Company for long range profitable growth. Mr. Krol also received a
Bicentennial stock option grant in 1997 that was 100% of target for his
position.

* * * * *

The federal tax laws impose requirements in order for compensation payable
to the CEO and certain executive officers to be fully deductible. The Company
has taken appropriate actions to preserve its income tax deduction.

The Compensation Committee believes the executive compensation programs and
practices described above are competitive. They are designed to provide
increased compensation with improved financial results and provide additional
opportunity for capital accumulation, but only if shareholder value is
increased.

COMPENSATION COMMITTEE

Charles M. Harper, Chairman
Lois D. Juliber
H. Rodney Sharp, III
Charles M. Vest

Compensation and Stock Option Information

The following table shows information about the compensation of the
Company's chief executive officer and four other highest paid executive
officers. Two additional tables provide detailed information about these
employees' stock options.

SUMMARY COMPENSATION TABLE

Long-Term
Annual Compensation Compensation
------------------------------------------ ------------
Name and Variable Other Shares All Other
Principal Compensation Annual Underlying Compensa-
Position Year Salary (Bonus)(1) Compensation(2) Options Granted(3) tion(4)
-------- ------- -------- ------------ --------------- ------------------ ---------

J. A. Krol 1997 $975,000 $2,100,000 -- 898,222 $29,250
Chief Executive Officer 1996 900,000 1,500,000 -- 206,000 27,000
1995 702,000 1,040,000 -- 427,000 21,060

A. W. Dunham 1997 667,500 1,450,000 -- 290,376 39,950
Executive Vice President 1996 600,000 1,020,000 -- 210,000 36,000
President & CEO, Conoco 1995 454,400 470,000 -- 70,000 27,254

C. O. Holliday, Jr. 1997 526,400 1,050,000 $481,498 517,859 15,792
President 1996 472,000 710,000 597,319 68,000 14,160
1995 361,000 530,000 555,678 126,000 10,830

J. A. Blumberg 1997 510,000 820,000 389,795 267,352 15,300
Executive Vice President 1996 485,600 710,000 344,002 68,000 14,568
1995 396,600 510,000 -- 126,000 11,898

K. M. Landgraf 1997 466,400 710,000 -- 196,400 13,992
Executive Vice President 1996 36,700(5) -- -- 24,000(5) 1,101

- ---------

(1) On average, about 25% of variable compensation is paid in DuPont Common
Stock.

(2) For 1997, 1996 and 1995, respectively, includes $166,500, $469,234 and
$330,916 for C. O. Holliday, Jr., and $135,435 and $184,605 for 1997 and
1996, respectively, for J. A. Blumberg, for reimbursement of taxes in
excess of those that would have been incurred in the foreign service
employee's base country; and includes $307,790, $120,285 and $224,762 in
1997, 1996 and 1995, respectively, for C. O. Holliday, Jr., and $241,160
and $152,197 in 1997 and 1996, respectively, for J. A. Blumberg, in foreign
housing allowances and other customary payments for expenses related to
overseas assignments.

(3) Shares have been adjusted to reflect a 2-for-1 DuPont Common Stock split in
1997. 1997 includes shares underlying both "Bicentennial" options (larger
than normal grants to reflect the higher risk due to significant stock
price hurdles and forfeiture provisions) and, for Messrs. Krol, Dunham,
Holliday and Blumberg, reload options totaling 315,222; 3,376; 134,659; and
84,152, respectively. See Notes 1 and 2 of the Option Grants Table and Note
1 of the Aggregated 1997 Option Exercises/Year-End 1997 Option Values Table
for more detail on the "Bicentennial" options and reload feature, both of
which are also described in the Compensation Committee Report on Executive
Compensation at page 11.

(4) The Company's matching contributions made pursuant to the Company's savings
and thrift plans, including the following amounts credited under the
related savings restoration plan in 1997: $24,675 for J. A. Krol; $30,450
for A. W. Dunham; $11,217 for C. O. Holliday, Jr.; $10,725 for J. A.
Blumberg and $9,417 for K. M. Landgraf.

(5) Mr. Landgraf became a DuPont employee and received an option grant when he
was appointed Senior Vice President effective December 1, 1996.

OPTION GRANTS TABLE

Potential Realizable Value at
Assumed Annual Rates of
Stock Price Appreciation
Individual Option Grants in 1997(1)(2) for Option Term(4)
----------------------------------------- --------------------------------------
Number of Percent
Shares of Total
Underlying Options Expira-
Options Granted Exercise tion
Name Granted in 1997 Price(3) Date 0% 5%(5) 10%(6)
- ----- ---------- --------- --------- -------- ----- ----------- -------------

J. A. Krol................. 583,000 5.84% $52.50 1/28/07 $0 $ 0 $24,413,125
145,438 1.46 55.44 2/6/06 0 4,444,949 10,953,299
169,784 1.70 55.44 10/24/05 0 5,019,240 12,277,506

A. W. Dunham............... 287,000 2.87 52.50 1/28/07 0 0 12,018,125
1,688 0.02 59.22 1/29/01 0 17,355 36,345
1,688 0.02 59.22 1/23/00 0 11,447 24,107

C. O. Holliday, Jr......... 183,200 1.83 52.50 1/28/07 0 0 7,671,500
200,000 2.00 56.25 10/31/07 0 7,100,000 17,950,000
46,800 .47 55.44 2/6/06 0 1,430,325 3,524,625
37,352 .37 55.44 10/24/05 0 1,104,219 2,701,017
28,230 .28 55.44 3/2/05 0 756,917 1,822,599
1,802 .02 55.44 1/28/02 0 27,593 60,930
20,475 .21 59.22 3/3/04 0 440,851 1,009,033

J. A. Blumberg............. 183,200 1.83 52.50 1/28/07 0 0 7,671,500
46,800 .47 55.44 2/6/06 0 1,430,325 3,524,625
37,352 .37 55.44 10/24/05 0 1,104,219 2,701,017

K. M. Landgraf............. 148,400 1.49 52.50 1/28/07 0 0 6,214,250
48,000 .48 62.25 8/31/07 0 1,884,000 4,764,000

- ----------

All Stockholders'
Gains................... increase in market value of DuPont
Common Stock at assumed rates of
stock price appreciation(7).......... $38,216,819,850 $96,989,656,438

All Optionees'
Gains................... as a percent of all stockholders'
gains(8)............................. 0.86% 0.86%
- ----------

(1) Except as described in the Notes below, stock options reported here are
exercisable twelve months from date of grant and have a term of 10 years.
For "Bicentennial" options granted on January 29, 1997, 50% of the options
are exercisable if the stock price reaches $75 per share and the balance
are exercisable at $90 per share, but the options will be forfeited if
these stock price hurdles are not met within five years of grant date.
Options granted on September 1 and November 1, 1997, to K. M. Landgraf and
C. O. Holliday, Jr., are exercisable three years after date of grant, and
the price of DuPont Common Stock must be at least 120% of the price on date
of grant for the options to be exercisable.

(2) Shares shown in italics are subject to reload options which were granted
when a previously granted option was exercised. These reload options have
not increased the combined number of shares and options held by the
executive prior to exercise. The reload feature was added in 1997 to
accelerate stock ownership by

executives. The shares of DuPont Common Stock received upon exercise of the
original stock option must be held for at least five years. Reload options
are granted at fair market value on the date of exercise of the original
option, have a term equal to the remaining term of the original option, and
are exercisable six months from date of grant.

(3) The exercise price is the average of the high and low prices of DuPont
Common Stock as reported on the NYSE-Composite Transactions Tape on the
date of grant.

(4) Represents total appreciation over the exercise price at the assumed annual
appreciation rates of 0%, 5% and 10% compounded annually for the term of
the option.

(5) Reflects forfeiture of all "Bicentennial" options granted on January 29,
1997, because the $75 and $90 stock price hurdles would not be met within
five years of grant date based on the assumed rate of stock price
appreciation. Also see Note 1 above.

(6) Reflects forfeiture of 50% of the "Bicentennial" options granted on January
29, 1997, because the $90 stock price hurdle would not be met within five
years of grant date based on the assumed rate of stock price appreciation.
Also see Note 1 above.

(7) Calculated from the $52.50 exercise price applicable to most options
granted under the Stock Performance Plan in 1997 based on the 1,158,085,450
shares outstanding on the January 29, 1997, grant date for those options
and reflecting the 2-for-1 DuPont Common Stock split in 1997.

(8) Represents potential realizable value for all options granted under the
Stock Performance Plan in 1997 as compared to the increase in market value
of DuPont Common Stock at assumed rates of stock price appreciation.
Potential realizable value for all such options granted in 1997 is
calculated from the $52.50 exercise price applicable to most options
granted in 1997 under the Plan.

AGGREGATED 1997 OPTION EXERCISES/YEAR-END 1997 OPTION VALUES TABLE

Shares Underlying Value of Unexercised
Option Unexercised Options In-the-Money Options
Exercises in 1997 Held at Dec. 31, 1997 Held at Dec. 31, 1997(2)
----------------------- --------------------------- ---------------------------
Shares
Underlying Value
Name Options Realized(1) Exercisable Unexercisable Exercisable Unexercisable
- ---- ---------- ----------- ----------- ------------- ----------- -------------

J. A. Krol.......... 520,324 $11,140,735 853,498 583,000 $20,995,879 $4,408,938
A. W. Dunham........ 10,648 430,620 557,552 290,376 17,407,434 2,173,286
C. O. Holliday, Jr.. 238,128 5,833,009 161,716 403,675 2,197,117 2,165,225
J. A. Blumberg...... 176,078 4,252,233 304,274 183,200 8,183,371 1,385,450
K. M. Landgraf...... -- -- 24,000 196,400 310,500 1,122,275
- -------

(1) Represents the pre-tax gain, which is the difference between the market
value of the shares on the date of exercise of the options and the exercise
price. The reload feature prohibits distribution of all gains, as described
in the Compensation Committee Report on Executive Compensation at page 11
and Note 2 of the Option Grants Table. The gains after taxes are converted
to shares of DuPont Common Stock that may not be sold or transferred for at
least five years. 100% of gains for Messrs. Dunham and Holliday, and 94%
and 62% of gains for Messrs. Krol and Blumberg, respectively, resulted from
the reload feature.

(2) Represents the closing price for DuPont Common Stock on December 31, 1997
of $60.0625 less the exercise price for all outstanding exercisable and
unexercisable options for which the exercise price is less than such
closing price. Exercisable options have been held at least one year from
the date of grant and have met applicable stock price hurdles.
Unexercisable options have been held for less than one year.

Stock Performance Information

The following graph presents the cumulative, five-year total return for
DuPont Common Stock compared with the S&P 500 Stock Index and a peer group of
companies. DuPont has used this peer group for several years to compare
compensation for senior management, and eight of the twelve companies are direct
competitors. The peer group companies are: AlliedSignal, Amoco, Dow Chemical,
Eastman Kodak, Exxon, Ford Motor, General Electric, International Business
Machines, Minnesota Mining and Manufacturing, Monsanto, Union Carbide and Xerox.

The graph assumes that the value of the investment in DuPont Common Stock,
the S&P 500 Stock Index and the peer group of companies each was $100 on
December 31, 1992 and that all dividends were reinvested. The peer group is
weighted by market capitalization.

[LINE GRAPH APPEARS HERE]

1992 1993 1994 1995 1996 1997

DuPont $ 100 $106.1 $127.4 $163.8 $226.6 $295.4
S&P 500 100 110.1 111.5 153.4 188.6 251.5
Peer Group 100 120.2 126.8 170.0 227.9 302.0

Retirement Benefits

Retirement benefits for DuPont employees under the DuPont Pension and
Retirement Plan are based on an employee's years of service and average monthly
pay during the employee's three highest-paid years. "Average monthly pay" for
this purpose includes regular compensation and 100% of annual variable
compensation payments, but excludes other bonuses and compensation in excess of
limits imposed by the Internal Revenue Code. The Internal Revenue Code limits
the amount of annual benefits which may be payable from the pension trust.
Retirement benefits provided under the pension plan in excess of these
limitations are paid from the Company's general revenues under separate,
nonfunded pension restoration plans.

Estimated Annual Retirement
Salary and Benefits Based on Service of:
Variable ----------------------------------------------
Compensation 30 Years 35 Years 40 Years 45 Years
------------ ---------- ---------- ---------- ----------
$ 900,000.............. $ 397,000 $ 465,000 $ 532,000 $ 600,000

1,475,000.............. 656,000 766,000 877,000 988,000

2,050,000.............. 915,000 1,068,000 1,222,000 1,376,000

2,625,000.............. 1,174,000 1,370,000 1,567,000 1,764,000

3,200,000.............. 1,432,000 1,672,000 1,912,000 2,152,000

3,775,000.............. 1,691,000 1,974,000 2,257,000 2,540,000

The above table illustrates the straight life annuity amounts payable under
the DuPont Pension and Retirement Plan and pension restoration plans to DuPont
employees retiring at age 65 in 1998. As of normal retirement age (65), the
years of service credited for retirement benefits for DuPont employees named in
the Summary Compensation Table on page 13 would be as follows: 43 years for C.
O. Holliday, Jr., and 31 years for K. M. Landgraf. J. A. Blumberg retired at
year-end 1997 with about 37 years of service, and J. A. Krol retired March 1,
1998, with about 34 years of service.

The DuPont Pension and Retirement Plan as it applies to Conoco employees
and the retirement restoration plans of Conoco are similar to the DuPont Pension
and Retirement Plan and the pension restoration plans described above for DuPont
employees.

1,475,000............. 701,000 818,000 936,000 1,054,000

2,050,000............. 977,000 1,140,000 1,304,000 1,468,000

2,625,000............. 1,253,000 1,462,000 1,672,000 1,882,000

The above table illustrates the straight life annuity amounts payable to
employees of Conoco retiring at age 65 in 1998, including payments under the
retirement restoration plans. As of normal retirement age (65), A. W. Dunham
would have 37 years of credited service.

2--RATIFICATION OF INDEPENDENT ACCOUNTANTS

Article III, Section 5, of the Bylaws provides that it shall be the duty of
the Audit Committee to employ, subject to stockholder ratification at each
annual meeting, independent accountants to audit the books of account,
accounting procedures and financial statements of the Company for the year and
to perform such other duties as prescribed from time to time by the Audit
Committee. On April 30, 1997, the stockholders ratified the appointment by the
Audit Committee of Price Waterhouse LLP to perform the functions assigned to it
in accordance with the Bylaws.

Price Waterhouse LLP has served as independent accountants of the Company
continuously since 1954. It is believed that its knowledge of the Company's
business gained through this period of service is most valuable. Partners and
employees of the firm who work on the Company's account are periodically
changed, thus giving the Company the benefit of new thinking and approaches in
the audit area.

During 1997, Price Waterhouse LLP audited the Company's annual consolidated
financial statements and those of a significant majority of its subsidiaries,
reviewed financial information in filings with the Securities and Exchange
Commission and other regulatory agencies, audited employee benefit plans and
provided various other services. Worldwide fees for all services provided by
Price Waterhouse LLP totaled $15 million for the year, of which $6.5 million was
for the annual audit of the Company's consolidated financial statements and
those of its subsidiaries.

Subject to ratification by the holders of DuPont Common Stock, the Audit
Committee has reemployed Price Waterhouse LLP as independent accountants to
perform an examination of the Company's consolidated financial statements for
the year 1998 and to render other services as required of them.

Representatives of Price Waterhouse LLP are expected to be present at the
meeting and will have an opportunity to address the meeting and respond to
appropriate questions.

The Board of Directors recommends that you vote "FOR" the following
resolution:

RESOLVED: That the action of the Audit Committee in employing Price
Waterhouse LLP as independent accountants for the year 1998 to perform the
functions assigned to them in accordance with Article III, Section 5, of
the Bylaws of E. I. du Pont de Nemours and Company hereby is ratified.

3--STOCKHOLDER PROPOSAL ON EXECUTIVE OFFICERS

Mrs. Evelyn Y. Davis, Watergate Office Building, 2600 Virginia Avenue,
N.W., Suite 215, Washington D.C., owner of 300 shares of DuPont Common Stock,
has given notice that she will introduce the following resolution and statement
in support thereof:

RESOLVED: That the shareholders recommend that the Board take the necessary
step that DuPont specifically identify by name and corporate title in all
future proxy statements those executive officers, not otherwise so
identified, who are contractually entitled to receive in excess of $250,000
annually as a base salary, together with whatever other additional
compensation bonuses and other cash payments were due them.

Stockholder's Statement

REASONS: In support of such proposed Resolution it is clear that the
shareholders have a right to comprehensively evaluate the management in the
manner in which the Corporation is being operated and its resources utilized. At
present only a few of the most senior executive officers are so identified, and
not the many other senior executive officers who should contribute to the
ultimate success of the Corporation. Through such additional identification the
shareholders will then be provided an opportunity to better evaluate the
soundness and efficacy of the overall management.

If you AGREE, please mark your proxy FOR this resolution.

Position of the Board of Directors

The Board of Directors recommends that you vote "AGAINST" this proposal.

The Company has no employment contracts with its executive officers
entitling them to compensation, nor are such officers guaranteed salary, bonus
or other cash payments. This Proxy Statement already discloses the compensation
of the Chief Executive Officer and four highest paid executive officers
consistent with rules of the Securities and Exchange Commission. The
compensation of each of the Company's executive officers exceeds $250,000 and
the names and corporate titles of the executive officers are provided in the
Annual Report to Stockholders. Thus, the disclosure proposed in the resolution
would provide no new meaningful information to stockholders. Moreover, the
proposal would impose disclosure requirements on the Company that go beyond the
requirements imposed by the Commission on other companies. Any additional
disclosure requirements should emanate from the Commission and be applied
uniformly to all companies subject to the proxy rules.

4--STOCKHOLDER PROPOSAL ON CUMULATIVE VOTING

John J. and Margaret R. Gilbert, 29 E. 64th Street, New York, New York,
owners of 1,224 and 120 shares, respectively, of DuPont Common Stock and
trustees under wills for an additional 2,000 shares, have given notice that one
or both of them will introduce the following resolution and statement in support
thereof:

RESOLVED: That the stockholders of E. I. du Pont de Nemours and Company,
assembled in annual meeting in person and by proxy, hereby request the
Board of Directors to take the steps necessary to provide for cumulative
voting in the election of directors, which means each stockholder shall be
entitled to as many votes as shall equal the number of shares he or she
owns multiplied by the number of directors to be elected, and he or she may
cast all of such votes for a single candidate, or any two or more of them
as he or she may see fit.

Stockholders' Statement

Continued strong support along the lines we suggest were shown at the last
annual meeting when over 22.1%, 4,701 owners of 97,161,205 shares, were cast in
favor of this proposal. The vote against included approximately 7,100 unmarked
proxies.

California law still requires that unless stockholders have voted not to
have cumulative voting they will have it. Ohio also has the same provision.

The National Bank Act provides for cumulative voting. In many cases
companies get around it by forming holding companies without cumulative voting.
Banking authorities have the right to question the capability of directors to be
on banking boards. In many cases authorities come in after and say the director
or directors were not qualified. We were delighted to see that the SEC has
finally taken action to prevent bad directors from being on boards of public
companies. The SEC should have hearings to prevent such persons becoming
directors before they harm investors.

Many successful corporations have cumulative voting. Example, Pennzoil
defeated Texaco in that famous case. Texaco's recent problems might have also
been prevented with cumulative voting, getting directors on the board to prevent
such things. Ingersoll-Rand, also having cumulative voting, won two awards.
Fortune magazine ranked it second in its industry as "America's Most Admired
Corporations" and the Wall Street Transcript noted "on almost any criteria used
to evaluate management, Ingersoll-Rand excels." In 1994 and 1995 they raised
their dividend.

Lockheed Martin, as well as VWR Corporation, now have a provision that if
anyone has 40% of the shares cumulative voting applies; it does apply at the
latter company.

In 1995 American Premier adopted cumulative voting. Alleghany Power System
tried to take away cumulative voting, as well as put in a stagger system of
electing directors, and stockholders defeated it, showing stockholders are
interested in their rights. Also, Hewlett Packard, a very successful company,
has cumulative voting.

If you agree, please mark your proxy for this resolution; otherwise it is
automatically cast against it, unless you have marked to abstain.

Position of Board of Directors

The Board of Directors recommends that you vote "AGAINST" this proposal.

The Company's stockholders have considered and voted on this issue for more
than 40 years. And the Company's stockholders have rejected the proposal in each
of 16 times it was presented, most recently in 1997.

The Board continues to believe that cumulative voting is not in the best
interest of the Company or its stockholders. In the opinion of the Board,
cumulative voting would permit a small minority of shares to elect a director
for the sole purpose of supporting a particular point of view, without regard to
the interests of other parties. A director elected in this manner could not be
expected to exercise free judgment and would not represent the stockholders as a
whole.

5--STOCKHOLDER PROPOSAL ON BOARD COMPOSITION

Thomas T. Gniewek, Jr. of 123 Norwood Drive, Camden, Tennessee 38320, owner
of 2,048 shares of DuPont Common Stock, has given notice that he will introduce
the following resolution and statement in support thereof:

WHEREAS shareholders believe that our board of directors needs to be more
representative of shareholders and reflect a diverse workforce and population so
our company can remain competitive and,

Recently the Investor Responsibility Research Center reported inclusiveness
at senior management and board levels was only 9% within Fortune 500 companies.

If we are to successfully compete in the increasingly diverse global
marketplace of the future, we must select the best people regardless of race,
gender, religion, or physical challenge.

We believe a more diverse board with its wider range of perspectives would
improve the quality of corporate decisionmaking. We request our corporation to
enlarge its search for qualified board members including minorities and women.

The recent proxy of W. R. Grace states their Board... "recognizes that its
composition should reflect the global nature of the company's operation and the
diversity of its workforce. The Board also recognizes that it is in a unique
position to `set the tone at the top' and to demonstrate its belief that
diversity makes good business sense."

Though DuPont has two women and one African American on its board, we do
believe this is inadequate to provide the necessary diversity for DuPont to
effectively compete in the future.

We request that the Board promptly take steps to include additional
minorities and women candidates for nominations to the Board starting in 1998
and thereafter.

THEREFORE, BE IT RESOLVED that the shareholders request:

The Board issue a policy publicly committing the company to a more diverse
board, a program of steps, and the timeline to move further in that direction.

The Board make available an annual report starting in 1998 summarizing
efforts to encourage and increase the diversification of:

. our Board of Directors
. our Board search firms
. all Board of Directors committees.

Stockholder's Statement

None.

Position of the Board of Directors

The Board of Directors recommends that you vote "AGAINST" this proposal.

DuPont shares a commitment to diversity in the composition of the Board of
Directors. For nearly 25 years, the Board has included an African American man,
and one or more women. More recently, the Board has also included a European and
an Asian.

The Company believes that its Board should be composed of individuals who
bring varied perspectives, enriched by diverse backgrounds and experiences, to
bear on issues facing the Company. When the nominating committee reviews
potential nominees, its practice is to consider a wide range of criteria which
will vary over

time depending on the needs of the Board. A key objective is to identify
candidates uniquely qualified to add a valuable perspective. The committee
evaluates thoroughly all potential candidates, including white women, African
Americans and other people of color. Through the Proxy Statement, the Company
has been regularly reporting to stockholders on the diverse makeup of the Board
and its committees.

The composition of the Board is evidence of the effectiveness of existing
selection procedures and the Company's sustained commitment to Board diversity
for more than two decades. Therefore, the Board believes that the objectives of
the proposal are already being met.

6--STOCKHOLDER PROPOSAL ON EXECUTIVE COMPENSATION

The International Brotherhood of DuPont Workers, P.O. Box 16333,
Louisville, Kentucky, owner of 60 shares of DuPont Common Stock, has given
notice that it will introduce the following resolution and statement in support
thereof:

RESOLVED: That the stockholders of E. I. du Pont de Nemours and Company,
assembled in annual meeting and by proxy, hereby request that the Board of
Directors consider the following nonbinding proposal: To implement a plan
that would limit the total annual cash compensation of the executive
officers of DuPont so that this compensation would be increased each year by
an amount not greater than that of the increase in the consumer price index
for the preceding year.

Stockholder's Statement

The compensation situation at DuPont mirrors that of the national picture -
one of ever increasing compensation being given to executive officers while wage
roll employees do all they can to simply maintain their standard of living. This
proposal attempts to bring some sense of equity and fairness to this situation
while still affording DuPont the opportunity to reward its executive officers
with stock options for superior performance.

CEO Krol's salary and cash bonus has increased from $1,397,000 in 1994 to
$1,742,000 in 1995 to $2,400,000 in 1996 - a 72 percent increase in two years.
Former CEO Woolard received an even larger increase, his salary and cash bonus
going from $1,242,000 in 1993 to $2,050,000 in 1994 to $2,700,000 in 1996 - a
117 percent increase in two years.

These increases in cash compensation to Mr. Krol and Mr. Woolard, while
dramatic, do not even begin to compare with the enormity of the stock options
they were provided. For example, in 1996 alone, Mr. Krol was given stock options
valued by DuPont at $5,124,250 and an additional 291,400 stock options under the
newly created Equity Compensation Program.

In stark contrast with the extraordinarily generous treatment accorded its
CEO's and its other executive officers, DuPont's wage roll employees have
averaged just over a 3 percent annual wage increase for the last 10 years.

This pay increase provided to the wage roll employees is, in total, about 5
percent less than the overall increase in the consumer price index over the same
period.

Moreover, effective January 1, 1997, wage roll employees are required to
share any health care cost increase on a 50/50 basis with DuPont.

This has all taken place while the wage roll employees have worked harder
and more efficiently than ever before. This is reflected in the Company's
profits increasing from $2.7 billion in 1994 to $3.636 billion in 1996, a 35
percent increase, at a time when the overall work force declined from 114,000 to
95,000.

Favorable action on this proposal would bring the percentage increase in
executive officer compensation more in line with that provided the wage roll
employees. Such a move would be applauded by the employees of DuPont as well as
the general public. This would serve DuPont well, given its global stature and
its increasing prominence in the marketplace.

If you AGREE, please mark your proxy FOR this resolution.

Position of the Board of Directors

The Board of Directors recommends that you vote "AGAINST" this proposal.

DuPont must attract, retain and motivate talented employees at all levels
of responsibility so that the Company can successfully grow its businesses and
increase shareholder value. The Company's policy is to pay competitively for all
positions. DuPont competes at each site for locally hired employees, while the
competition for most technical, managerial and business leadership positions is
primarily on a national or global basis. Executive compensation policies and
programs are described in the Compensation Committee's report beginning on page
9.

As early as 1990, to address concerns over the upward spiral of CEO
compensation, DuPont established CEO pay by setting it relative to pay for
senior positions below CEO rather than tying it to that of other CEOs. The
practice that DuPont initiated results in the CEO being conservatively
compensated compared to CEOs at other major companies. In addition, a
significant portion of compensation - up to 65% - is "at risk," fluctuating
based on performance against measurable commitments. Thus, over a 10-year
period, annual CEO compensation increased in 4 years, decreased in 4 years and
remained constant in 2 years, principally due to swings in the Company's
financial performance.

In the Board's judgment, the current executive compensation policy approved
by the Compensation Committee has the flexibility to attract, retain and
motivate creative and committed business leaders who will meet the challenges of
a demanding global marketplace.

7--STOCKHOLDER PROPOSAL ON MINING RIGHTS

Ms. Jean A. Riesman, 188 Webster Street, East Boston, Massachusetts, owner
of 50 shares of DuPont Common Stock; The Sisters of St. Francis of Philadelphia,
609 South Convent Road, Aston, Pennsylvania, owner of 10,000 shares of DuPont
Common Stock; Missionary Oblates of Mary Immaculate, 8818 Cameron Street, Silver
Spring, Maryland, owner of 1,200 shares of DuPont Common Stock; and The
Community of the Sisters of St. Dominic of Caldwell, NJ, 52 Old Swartswood
Station Road, Newton, New Jersey, owner of 200 shares of DuPont Common Stock,
have given notice that they will introduce the following resolution and
statement in support thereof:

WHEREAS: Our company is an environmental leader, yet proposes a titanium
dioxide strip-mine alongside Georgia's Okefenokee National Wildlife Refuge that
is vigorously opposed by Secretary of Interior Bruce Babbit, U.S. Senator Max
Cleland, Georgia Board of Natural Resources, Georgia's Governor, Sierra Club,
National Audubon Society, and numerous other prominent organizations;

DuPont has committed in writing to not strip-mine if any party is opposed,
yet despite principled opposition is proceeding with a `collaborative process'
which will last more than a year, and which employs a facilitation corporation
at undisclosed costs in money, time and resources;

This process will inevitably result in an outcome opposing the mine. As key
opponents hold power to block necessary permits, the process represents a waste
of shareholder revenues;

Okefenokee is home to over 1,000 living species, including endangered red
cockaded woodpeckers, wood storks, and gopher tortoises. Strip-mining threatens
endangered habitat, water quality & quantity, and the wilderness experience of
over 400,000 visitors each year;

This disruptive strip-mine would run 24 hours/day for over 50 years;

Over 100 articles (from local papers to the New York Times) have appeared
detailing the potential damage of DuPont's plans. Already over 5,000 people have
petitioned and written letters to our company opposing the strip-mine;

Baseline data is not available on the environmental impact of such
strip-mines, indicating there is no sure way to protect the Okefenokee;

Titanium dioxide, the world's 7th most common mineral (used to whiten
toothpaste), is available from sites where our company's operations would not
threaten a pristine National Refuge;

Retiring the mining rights to forever protect the Okefenokee would bring
our company significant good will, lucrative tax and marketing benefits, and
avoid litigation costs;

RESOLVE: That DuPont permanently retire all mining rights along the
Okefenokee, so no mining will ever occur and so the Okefenokee National
Wildlife Refuge will not be compromised.

Stockholders' Statement

This proposal prevents losing time and money in a "collaborative process"
whose outcome against strip-mining is already certain. A majority of the
process' formal participants purposely oppose strip-mining. Necessary permits
can be blocked.

DuPont's 4/11/97 written statement committed to "...abide by whatever
decision is ultimately made," and to "...not go forward unless and until we can
satisfy all participants...that we will not harm the Okefenokee." The
collaborative process wastes company time, resources, and money because
principled opposition to strip-mining cannot be erased.

This strip-mine could destroy an environmental treasure, which is the major
economic engine of a three-county area of SE Georgia, whose $55 million in
revenues depend upon the Okefenokee. Over 5,000 people have already petitioned
and written letters to DuPont to oppose strip-mining.

Litigation and negative economic backlash if DuPont reneges on its
commitment and endangers this pristine national treasure is too great a risk,
when alternative sources for this non-essential compound exist worldwide.

Please vote FOR this proposal to prevent strip-mining along the Okefenokee,
which would save money, maintain Georgia's economy, increase DuPont's stature
and prestige, protect against liability, and preserve a priceless national
treasure.

Position of the Board of Directors

The Board of Directors recommends that you vote "AGAINST" this proposal.

For 40 years DuPont has conducted surface mining operations to extract
titanium dioxide ore deposits in northeast Florida along the topographical
feature called the Trail Ridge. Titanium dioxide ore is a key raw material for
titanium dioxide white pigment used to whiten many everyday consumer products
and materials including paper, paint and other coatings, and plastics such as
vinyl siding. The Company believes that it has operated in a safe and
environmentally sensitive manner without harm to adjacent wetlands and that it
has successfully restored the mined areas to their original use as commercial
pine tree plantations.

The Company acquired additional rights to extract titanium dioxide ore on
about 38,000 acres extending north along the Trail Ridge into southeast Georgia
outside the eastern boundary of the 395,000-acre Okefenokee National Wildlife
Refuge. DuPont recognizes that any possible project must take into account the
unique ecosystem of the area so that it can be enjoyed by future generations. In
carrying out any project, DuPont is committed to do no harm to the Okefenokee
Refuge.

Last Spring serious concerns were raised about potential impact on the
Okefenokee Refuge. The Company halted all preliminary activities and convened an
inclusive collaborative process with key stakeholders, including environmental
groups, local citizens and Georgia officials, so that all parties could make an
informed decision based on extensive environmental and economic evaluations. As
part of this process, the Company has agreed to abide by the consensus
decision--which may include mining, no mining or some other outcome. DuPont
believes that this process can set a new standard for creative solutions to
difficult issues such as environmental protection and sustainable development.

In the Company's judgment, it is not in stockholders' interest to
relinquish valuable property rights or terminate the ongoing collaborative
process.

8--STOCKHOLDER PROPOSAL ON COMMITTEE MEMBERSHIP

The AFL-CIO Staff Retirement Plan, 815 Sixteenth Street, N.W., Washington,
D.C., owner of 23,000 shares of DuPont Common Stock, has given notice that it
will introduce the following resolution and statement in support thereof:

RESOLVED: that the shareholders urge that the board of directors adopt a
policy that no board member shall serve on the Compensation Committee if he
or she is not an independent director. For these purposes, the board is
requested to adopt the following definition of independence to mean a
director who:

. has not been employed by the Company or an affiliate in an executive
capacity;
. has not been a member of a corporation or firm that is one of the
Company's paid advisers or consultants;
. has not been employed by a significant customer or supplier to the
Company;
. has not had personal services contract with the Company or one of its
affiliates;
. has not been employed by a foundation or university that receives
significant grants or endowments from the Company;
. is not a relative of an executive of the corporation or one of its
affiliates;
. has not been part of an interlocking directorate in which the CEO or
other executive officer of the Company serves on the board of another
corporation that employs the director;
. and does not have any personal, financial and/or professional
relationships with the CEO or other executive officer that would
interfere with the exercise of independent judgment by such director.

Stockholder's Statement

The purpose of this proposal is to incorporate within the Compensation
Committee a standard of independence that will permit objective decision making
on compensation issues at E. I. du Pont de Nemours and Company ("DuPont"). While
DuPont does require that directors meet a minimal standard of independence to
serve on the committee, this standard is not sufficient to ensure that a
director is free of relationships that could diminish his or her independent
judgement. Currently, there is one director on the Committee with a conflict of
interest issue.

Charles Vest, the President of the Massachusetts Institute of Technology
(MIT), has substantial undisclosed ties to the Company through his affiliation
with MIT. A 50% owned partnership between DuPont and Merck has

a technology licensing agreement with MIT that, according to the University, has
"produced significant royalties for MIT;" the Company is a member of MIT's
Corporate Affiliates Program; and DuPont has provided grants to MIT, including a
$500,000 grant to the university in 1997. There may be other grants or licensing
arrangements of which we are unaware.

The relationship of Mr. Vest presents the appearance of a significant
conflict of interest. Shareholders would be best served if members of the
Committee are truly independent. This is especially important in light of the
large compensation packages awarded to executive officers of DuPont.

For the above reasons, we urge a vote FOR this resolution.

Position of the Board of Directors

The Board of Directors recommends that you vote "AGAINST" this proposal.

The Board of Directors fully agrees that decisions concerning the
compensation of executive officers should be made by a committee of independent
directors. The Board believes that each of the members of its Compensation
Committee is independent. Each member of the Board's Compensation Committee
meets the requirements for independence set forth in rules of both the
Securities and Exchange Commission and the Internal Revenue Service. The Company
routinely reviews the extent of any relationships between the Company and
individual directors or entities with which they are affiliated.

In the Board's judgment, the standards of independence suggested by the
proposal are unduly restrictive when applied to large complex businesses such as
the Company's and would deprive the Committee of expert independent judgment
today and in the future. By comparison, the SEC and IRS rules referred to above
take into account that customary commercial transactions in the ordinary course
of business do not interfere with a director's ability to exercise independent
judgment.

The Board takes strong exception to the suggestion that Charles M. Vest has
a conflict of interest and is not independent. Applying the criteria set forth
in the proposal to Mr. Vest indicates the difficulty in applying the criteria:
The grants and support for research projects which MIT received from DuPont were
about one-tenth of one percent of all such revenues MIT received in fiscal 1997.
In the Board's judgment, the level of DuPont's contributions does not interfere
with Mr. Vest's independence, nor do other interactions with MIT which are
similar to those DuPont maintains with numerous academic institutions.

The Board believes that the intent of the proposal has been met and, if
adopted, the proposal would unreasonably exclude a broad range of current and
future directors from service on the Compensation Committee.

OTHER MATTERS

The Board of Directors knows of no other proposals that may properly be
presented for consideration at the meeting but, if other matters do properly
come before the meeting, the persons named in the proxy will vote your shares
according to their best judgment.

[LOGO OF RECYCLING APPEARS HERE]

Printed on Recycled Paper
(10% postconsumer waste)

[LOGO OF DUPONT
APPEARS HERE] PROXY / VOTING INSTRUCTION CARD
E.I. DU PONT DE NEMOURS AND COMPANY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

P The undersigned hereby appoints A.F. Brimmer, Charles O. Holliday, Jr.,
and J.A. Krol, or any of them, each with power of substitution, as proxies
R for the undersigned to vote all shares of Common Stock of said Company
which the undersigned is entitled to vote at the Annual Meeting of
O Stockholders to be held on April 29, 1998, and any adjournments thereof, as
hereinafter specified and, in their discretion, upon such other matters
X as may properly come before the meeting. The undersigned hereby revokes all
proxies heretofore given.
Y

As described on page 1 of the proxy statement, this proxy also provides
voting instructions for shares held for the account to the undersigned in
the employee savings and stock ownership plans. A trustee for these plans
will vote these shares as directed provided your voting instruction is
received by April 23, 1998. A trustee for the employee savings plans may
vote in its discretion all shares held in these plans for which no voting
instructions are received. Shares held through the Conoco Employee Stock
Ownership Plan will be voted for you only if you give voting instructions.
Other shares owned by you will be voted only if you sign and return a proxy
card, vote by telephone or attend the meeting and vote by ballot.

On matters for which you do not specify a choice, your shares will be voted
in accordance with the recommendation of the Board of Directors.

(Changes of Address/Comments)

Nominees for the Election of Directors are:
-------------------------------------------
-----------------------------

1. P.N. Barnevik 8. J.A. Krol -----------------------------
2. C.J. Crawford 9. W.K. Reilly
3. L.C. Duemling 10. H.R. Sharp, III -----------------------------
4. A.W. Dunham 11. C.M. Vest
5. E.B. du Pont 12. G. Watanabe -----------------------------
6. C.O. Holliday, Jr. 13. E.S. Woolard, Jr. (If you have written in the
7. L.D. Juliber above space, please mark the
corresponding box on the
reverse side of this card)

Your shares will not be voted unless you vote by telephone as described on
the reverse side, or sign and return this card.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
/\ FOLD AND DETACH HERE -- IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL /\

E.I. DU PONT DE NEMOURS
AND COMPANY

Annual Meeting of Stockholders

April 29, 1998
10:30 a.m.

The Playhouse Theatre
DuPont Building
1007 Market Street
Wilmington, Delaware

[X] Please mark your votes as in this
example

When properly executed this proxy will be voted in the manner directed
herein. If no direction is made, this proxy will be voted FOR proposals 1
and 2 and AGAINST proposals 3 through 8.

- --------------------------------------------------------------------------------
The Board of Directors recommends a vote "FOR" Board Proposals 1 and 2.
- --------------------------------------------------------------------------------

1. Election of Directors (see reverse)

FOR WITHHELD
[_] [_]

To withhold authority to vote for any nominees, specify name below.

- ------------------------------------

2. On independent accountants