PAGE 1

                              Registration Statement No. 33-XXXXX
 -----------------------------------------------------------------
 -----------------------------------------------------------------

                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C.  20549
 -----------------------------------------------------------------
                             FORM S-8
                      REGISTRATION STATEMENT
                               UNDER
                    THE SECURITIES ACT OF 1933
 -----------------------------------------------------------------
               E. I. DU PONT DE NEMOURS AND COMPANY
      (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                        1007 MARKET STREET
      DELAWARE      WILMINGTON, DELAWARE  19898   51-0014090
   (STATE OR OTHER     (ADDRESS OF PRINCIPAL   (I.R.S. EMPLOYER
    JURISDICTION        EXECUTIVE OFFICES)    IDENTIFICATION NO.)
 OF INCORPORATION OR
    ORGANIZATION)
                          --------------

                  1997 CORPORATE SHARING PLAN OF
               E. I. DU PONT DE NEMOURS AND COMPANY
                     (FULL TITLE OF THE PLAN)

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

    KURT M. LANDGRAF, SENIOR VICE PRESIDENT -- DU PONT FINANCE
               E. I. DU PONT DE NEMOURS AND COMPANY
                        1007 MARKET STREET
                    WILMINGTON, DELAWARE  19898
              (NAME AND ADDRESS OF AGENT FOR SERVICE)

   TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENTS FOR SERVICE:
                           302-774-1000
                          --------------

        APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES 
                       PURSUANT TO THE PLAN:
               From time to time after July 28, 1997
                          --------------

                  CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------
------------------------------------------------------------------------
                                    PROPOSED     PROPOSED
                                    MAXIMUM      MAXIMUM
                       AMOUNT       OFFERING     AGGREGATE      AMOUNT OF
TITLE OF SECURITIES    TO BE        PRICE        OFFERING       REGISTRATION
TO BE REGISTERED       REGISTERED   PER SHARE    PRICE          FEE
------------------------------------------------------------------------
Common Stock           19,000,000   $52.50       $997,500,000   $302,273.00
$.30 par value

<PAGE>

                              PAGE 2


                              PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

     The documents listed below, previously filed with the 
Securities and Exchange Commission, are incorporated by reference 
in this Registration Statement:

     (a)  DuPont's Annual Report on Form 10-K for the year
          ended December 31, 1996.

     (b)  DuPont's Quarterly Report on Form 10-Q for the 
          quarter ended March 31, 1997.

     (c)  DuPont's Current Reports on Form 8-K as filed on
          January 29, March 7, April 23, June 13, July 16, 
          and July 23, 1997.

     All documents subsequently filed by DuPont pursuant to 
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act 
of 1934, prior to the filing of a post-effective amendment which 
indicates that all securities offered hereby have been sold or 
which deregisters all such securities then remaining unsold, shall 
be deemed to be incorporated by reference in this Registration 
Statement and to be a part hereof from the date of filing of such 
documents.

Item 4.  Description of DuPont Common Stock

     Holders of DuPont Common Stock are entitled to receive 
dividends that may be declared by the Board of Directors of 
DuPont from surplus or net earnings, but not until all cumulative 
dividends on preferred stock shall have been declared and set 
apart for payment at the annual rates of $4.50 a share for the 
$4.50 Series and $3.50 a share for the $3.50 Series.  Holders of 
DuPont Common Stock have the right to vote on all questions to 
the exclusion of all other stockholders, except as otherwise 
expressly provided by law or unless DuPont shall be in default in 
the payment of dividends on preferred stock for a period of six 
months.  In the latter event, until accumulated and unpaid 
dividends on preferred stock of all series shall have been paid, 
the holders of the outstanding preferred stock shall have the 
exclusive right, voting separately and as a class, to elect two 
directors, or if the total number of directors of DuPont be only 
three, then only one director, at each meeting of stockholders 
held for the purpose of electing directors.

     On liquidation, dissolution, or winding up of DuPont, 
whether voluntary or involuntary, after payments have been made to 
holders of preferred stock, holders of DuPont Common Stock have 
the right to share ratably the remaining assets available for 

                               II-1
<PAGE>

                              PAGE 3

distribution.  In the event of voluntary liquidation, holders of 
preferred stock are entitled to accumulated dividends and $115 a 
share for the $4.50 Series and $107 a share for the $3.50 Series; 
in the event of involuntary liquidation, holders of both series 
are entitled to accumulated dividends and $100 a share.  Holders 
of DuPont Common Stock do not have any preemptive rights.

Item 5.  Interests of Named Experts and Counsel

     The validity of the issue of DuPont Common Stock offered 
hereby has been passed on by Howard J. Rudge, Esq., Senior Vice 
President and General Counsel of DuPont.  Mr. Rudge beneficially 
owned as of July 25, 1997, 233,120 Shares of Common Stock of DuPont, 
including 196,700 shares of which he has the right to acquire 
beneficial ownership within 60 days through the exercise of stock 
options awarded under DuPont's Stock Performance Plan.

Item 6.  Indemnification of Directors and Officers

     Under provisions of the Bylaws of DuPont, each person who is 
or was a director or officer of DuPont shall be indemnified by 
DuPont to the full extent permitted or authorized by the General 
Corporation Law of Delaware against any liability, cost or expense 
asserted against such director or officer and incurred by such 
director or officer in any such person's capacity as director or 
officer, or arising out of any such person's status as a director 
or officer.  DuPont has purchased liability insurance policies 
covering its directors and officers to provide protection where 
DuPont cannot indemnify a director or officer.

Item 8.  Exhibits

     Exhibit
     Number                      Description
     -------                     -----------
     4(a)      DuPont's Restated Certificate of Incorporation, 
               effective May 29, 1997, defining the rights of the 
               holders of DuPont Common Stock, incorporated by 
               reference to DuPont's Current Report on Form 8-K 
               filed on June 13, 1997.

     4(b)      Terms and Conditions of 1997 Corporate Sharing Plan 

     5(a)      Opinion of Counsel

     23(a)     Consent of Independent Accountants

     23(b)     Consent of Howard J. Rudge, Esq. included in the 
               opinion filed as Exhibit 5(a) to this Registration
               Statement

     24        Powers of attorney authorizing certain officers to
               sign this registration statement and amendments
               thereto on behalf of officers and directors

                               II-2

<PAGE>

                              PAGE 4

Item 9.  S-K Item 512 Undertakings

     (a)  The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales
     are being made, a post-effective amendment to this 
     registration statement.

               (i)   To include any prospectus required by 
          section 10(a)(3) of the Securities Act of 1933;

               (ii)  To reflect in the prospectus any facts or 
          events arising after the effective date of the 
          registration statement (or the most recent post-effective 
          amendment thereof) which, individually or in the 
          aggregate, represent a fundamental change in the 
          information set forth in the registration statement.

               (iii) To include any material information with 
          respect to the plan of distribution not previously 
          disclosed in the registration statement or any material
          change to such information in the registration statement;

          provided, however, that paragraphs (a)(1)(i) and 
     (a)(1)(ii) do not apply if the registration statement is on 
     Form S-3 or Form S-8 and the information required to be 
     included in a post-effective amendment by those paragraphs is 
     contained in periodic reports filed by the registrant pursuant 
     to section 13 or section 15(d) of the Securities Exchange Act 
     of 1934 that are incorporated by reference in the registration 
     statement.

          (2)  That, for the purpose of determining any liability
     under the Securities Act of 1933, each such post-effective
     amendment shall be deemed to be a new registration statement
     relating to the securities offered therein, and the offering
     of such securities at that time shall be deemed to be the 
     initial bona fide offering thereof.

          (3)  To remove from registration by means of a 
     post-effective amendment any of the securities being
     registered which remain unsold at the termination of the
     offering.

     (b)  The undersigned registrant hereby undertakes that, for 
purposes of determining any liability under the Securities Act of 
1933 each filing of the registrant's annual report pursuant to 
section 13(a) or section 15(d) of the Securities Exchange Act of 
1934 (and, where applicable, each filing of an employee benefit 
plan's annual report pursuant to section 15(d) of the Securities 
Exchange Act of 1934) that is incorporated by reference in the 
registration statement shall be deemed to be a new registration 
statement relating to the securities offered therein, and the 
offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof.

                                II-3

<PAGE>

                              PAGE 5

     (h)  Insofar as indemnification for liabilities arising under 
the Securities Act of 1933 may be permitted to directors, officers 
and controlling persons of the registrant pursuant to the 
foregoing provisions, or otherwise, the registrant has been 
advised that in the opinion of the Securities and Exchange 
Commission such indemnification is against public policy as 
expressed in the Act and is, therefore, unenforceable.  In the 
event that a claim for indemnification against such liabilities 
(other than the payment by the registrant of expenses incurred or 
paid by a director, officer or controlling person of the 
registrant in the successful defense of any action, suit or 
proceeding) is asserted by such director, officer or controlling 
person in connection with the securities being registered, the 
registrant will, unless in the opinion of its counsel the matter 
has been settled by controlling precedent, submit to a court of 
appropriate jurisdiction the question whether such indemnification 
by it is against public policy as expressed in the Act and will be 
governed by the final adjudication of such issue.





































                               II-4
<PAGE>

                              PAGE 6

                            SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 
the registrant certifies that it has reasonable grounds to believe 
that it meets all of the requirements for filing on Form S-8 and 
has duly caused this registration statement to be signed on its 
behalf by the undersigned, thereunto duly authorized in the City of 
Wilmington, State of Delaware, on July 25, 1997.

                              E. I. DU PONT DE NEMOURS AND COMPANY

                              By 
                                   /s/ Kurt M. Landgraf
                                   -----------------------------
                                   Kurt M. Landgraf, Senior Vice 
                                   President - DuPont Finance
                                   (Chief Financial Officer)

     Pursuant to the requirements of the Securities Act of 1933, 
this registration statement has been signed by the following 
persons in the capacities and on the date indicated.

[E. S. Woolard, Jr.    Chairman and Director
J. A. Krol             President and Chief Executive
                          Officer and Director
A. W. Dunham           Executive Vice President and
                          Director     By
                                            /s/ Kurt M. Landgraf
                                            -----------------------
P. N. Barnevik         Director             Kurt M. Landgraf
A. F. Brimmer          Director             Senior Vice President-
L. C. Duemling         Director             DuPont Finance
E. B. du Pont          Director             (Principal Financial 
C. M. Harper           Director             and Accounting Officer
L. D. Juliber          Director             and Attorney-In-Fact
W. K. Reilly           Director             for bracketed
H. R. Sharp, III       Director             individuals)
C. M. Vest             Director             (July 25, 1997)
G. Watanabe            Director]                  
                                       By  
                                            /s/ Howard J. Rudge
                                            ----------------------
                                            Howard J. Rudge
                                            Senior Vice President
                                            and General Counsel -
                                            DuPont Legal
                                            (Attorney-In-Fact for
                                            bracketed individuals)
                                            (July 25, 1997)

     Powers of attorney authorizing Kurt M. Landgraf and 
Howard J. Rudge jointly, to sign the registration statement and 
amendments thereto on behalf of the above-named directors and 
officers are filed with the registration statement.

                               II-5
<PAGE>

                              PAGE 1



                         INDEX TO EXHIBITS


     Exhibit
     Number                      Description
     -------                     -----------
     4(a)      DuPont's Restated Certificate of Incorporation, 
               effective May 29, 1997, defining the rights of
               the holders of DuPont Common Stock, incorporated
               by reference to DuPont's Current Report on
               Form 8-K filed on June 13, 1997.

     4(b)      Terms and Conditions of 1997 Corporate Sharing Plan

     5(a)      Opinion of Counsel

     23(a)     Consent of Independent Accountants

     23(b)     Consent of Howard J. Rudge, Esq. included in the 
               opinion filed as Exhibit 5 to this Registration
               Statement

     24        Powers of attorney authorizing certain officers to
               sign this registration statement and amendments
               thereto on behalf of officers and directors


<PAGE>




                                                  EXHIBIT 4(b)


        TERMS AND CONDITIONS OF 1997 CORPORATE SHARING PLAN

TERMS AND CONDITIONS APPLICABLE TO STOCK OPTIONS

1.   Exercise Price

     A stock option entitles you to purchase, subject to the 
     limitations set forth in these terms and conditions, DuPont
     common stock at the average (rounded to the next higher
     multiple of 25 cents - unless such average is itself a
     multiple of 25 cents) of the high and low price on the
     New York Stock Exchange (NYSE) Composite Transactions Tape
     on the grant date.

2.   First Time of Exercisability

     Except as provided below, from the grant date to the day 
     prior to the first anniversary of grant date no shares may be 
     purchased under the stock option.  On the first anniversary of 
     grant date, subject to the other terms and conditions con-
     tained herein, all shares subject to the option may be
     purchased.

     The day following your retirement pursuant to the pension or 
     retirement plan or policy of a sharing plan company, or the 
     day following termination of employment by such company 
     pursuant to a designated company initiated program or due to 
     divestiture or lack of work, or upon your death, all shares 
     subject to option under your award may be purchased, subject 
     to the other terms and conditions contained herein, provided 
     your retirement, termination of employment pursuant to a 
     designated company initiated program or due to divestiture or 
     lack of work, or death occurs six months after grant, or 
     later.  If, however, your retirement, termination of 
     employment pursuant to a designated company initiated program 
     or due to divestiture or lack or work, or death occurs prior 
     to that date, no such shares may be purchased and your option 
     will terminate.

3.   Late Time of Exercisability

     No shares may be purchased under the stock option grant after 
     the earliest of the following:

     a.   The day prior to the tenth anniversary of the grant date, 
          or 

     b.   Two years after your death, or

     c.   The date of termination of your employment for cause, or

     d.   One year after termination of employment as a result of 
          divestiture or lack of work, or

     e.   Three months after termination of employment for any 
          reason other than retirement, death, cause, divestiture 
          or lack of work.

     The Compensation Committee has the authority to make 
     adjustments to the last date of exercisability in the event of 
     termination due to divestiture or lack or work.

4.   Stock Price Hurdle

     Until six months prior to the tenth anniversary of the grant 
     date, options are exercisable only after the closing price of 
     DuPont common stock on the NYSE-Composite Transactions Tape is 
     $75 or more for a period of five consecutive trading days.  
     Once this stock price hurdle has been met, options are 
     exercisable even if the stock price drops below the stock 
     price hurdle, provided all other terms and conditions are 
     satisfied.

5.   Stock Dividend

     In the event of any stock dividend, other changes in 
     capitalization or special distributions to stockholders, an 
     equitable adjustment will be made as indicated in Article XII 
     of the Corporate Sharing Plan in the number of shares subject 
     to the stock option and the price per share applicable 
     thereto.

6.   Nontransferability and Exercise Upon Death

     During your lifetime, your option is not transferable and 
     shares subject to the option may be purchased only by you.

     In the event of your death, your remaining option shares may 
     be purchased by the executor or administrator of your estate 
     or in accordance with the executor's or administrator's 
     directions, subject to the other terms and conditions 
     contained herein.  Options exercised after your death are not 
     subject to the stock price hurdle described in Article 4 
     above.

7.   How to Exercise/Payment of Exercise Price

     Exercises of your option to purchase shares of DuPont common 
     stock must be made through the designated administrator.  At 
     the time of exercising any portion of your stock options, it 
     will be necessary to make arrangements with the designated 
     administrator for full payment in U.S. dollars on account of 
     shares purchased.  Payment of the purchase price must be made 
     in cash and/or through the sale of the options shares issued 
     pursuant to the exercise.  If payment is made through the sale 
     of the shares, the stock will be valued at the price received 
     on the sale of the shares on the NYSE the trade day following 
     the day your exercise is valued.

     In those countries where an 800 phone exchange service to the 
     designated administrator is available, the exercise 
     transaction can be executed over the phone.  In those 
     countries where this service is not available, the exercise 
     transaction can be executed by facsimile of exercise forms to 
     the designated administrator or by a long distance phone call.  
     Postal delivery of exercise forms is also available, but the 
     exercise will not be effective until received by the 
     designated administrator.  Exercise transactions executed over 
     the phone or received by the designated administrator prior to 
     4 p.m. New York time will be valued at that day's closing 
     price for DuPont stock for the purpose of withholding 
     requirements and establishing the tax basis for gain/loss on 
     future sale.  If the exercise day is not a day the NYSE is 
     open, the transaction will be valued at the closing price on 
     the next trading day the exchange is open.

     Purchase of shares subject to option will be effected only if 
     notice of such purchase, accompanied by payment (in cash 
     and/or sale of option shares) is received by the designated 
     administrator on or before the last day allowed for the 
     purchase of shares as indicated above.  Shares purchased will 
     be delivered by DuPont to the designated administrator three 
     trading days following the day your exercise is valued.

8.   Minimum Exercise

     You may not purchase at any one time fewer than ten shares 
     subject to the stock option, unless you have fewer than ten 
     shares remaining subject to the stock option.

9.   Satisfying Withholding

     When withholding of national, social, and/or local taxes is 
     required in a country, it will be done by selling option 
     shares issues pursuant to the exercise of the option.  The 
     number of shares withheld will be dependent on the sales price 
     received for the shares on the NYSE on the trading day 
     following the day your exercise is valued.

10.  Program Administration

     The decision of the Compensation Committee with respect to 
     any question arising as to the interpretation of the 1997 
     Corporate Sharing Plan as it affects these grants, including 
     the severability of any and all of the provisions of the 1997 
     Corporate Sharing Plan, shall be final, conclusive and 
     binding.

     No information pertaining to the application, operation or 
     administration of this 1997 Corporate Sharing Plan will be 
     made available unless the Compensation Committee, in its sole 
     discretion, shall make it available.

     Nothing in this 1997 Corporate Sharing Plan shall be deemed 
     to give any employee, or any employee's legal representatives 
     or assigns, any right to participate in the 1997 Corporate 
     Sharing Plan except to such extent, if any, as the 
     Compensation Committee may have determined or approved 
     pursuant to the provisions of this 1997 Corporate Sharing 
     Plan.

     Grants under this Plan shall not be delivered to any employee 
     or beneficiary of any employee in a bargaining unit 
     represented by a union for collective bargaining unless and 
     until the site manager has authorized delivery of the grant, 
     collective bargaining on the subject has taken place, and any 
     requisite obligations thereunder have been fulfilled.

11.  Incorporation of 1997 Corporate Sharing Plan

     It is understood that in addition to the terms and conditions 
     set forth above, which are fixed in accordance with the 1997 
     Corporate Sharing Plan, your grants are also subject to the 
     other applicable provisions of the 1997 Corporate Sharing 
     Plan.

<PAGE>


                                                       EXHIBIT 5(a)






                                   July 25, 1997



E. I. du Pont de Nemours and Company
1007 Market Street
Wilmington, Delaware 19898

Gentlemen/Ladies:

          Reference is made to the Registration Statement being 
filed by you with the Securities and Exchange Commission, relating 
to 19,000,000 shares of E. I. du Pont de Nemours and Company 
(hereinafter called "the Company") $0.30 par value Common Stock 
("Common Stock").

          It is my opinion that:

          (a)  the Company is duly organized and existing under 
          the laws of the State of Delaware; and

          (b)  all shares of Common Stock so registered are or 
          will when sold, be legally issued, fully paid and 
          nonassessable. 
          I hereby consent to the use of this opinion in 
connection with the above-mentioned Registration Statement.

                                   Very truly yours,

                                   /s/ Howard J. Rudge

                                   Howard J. Rudge
                                   Senior Vice President and
                                   General Counsel
<PAGE>

                              PAGE 1


                                                      EXHIBIT 23(a)



                CONSENT OF INDEPENDENT ACCOUNTANTS

          We hereby consent to the incorporation by reference in 
this Registration Statement on Form S-8 of our report dated 
February 14, 1997, which appears on page 28 of the 1996 Annual 
Report to Stockholders of E. I. du Pont de Nemours and Company, 
which is incorporated by reference in E. I. du Pont de Nemours and 
Company's Annual Report on Form 10-K for the year ended 
December 31, 1996.  


/s/ Price Waterhouse LLP

Price Waterhouse LLP
30 South Seventeenth Street
Philadelphia, Pennsylvania  19103

July 23, 1997


<PAGE>




DuPont Legal
Wilmington, DE  19898








                                   July 25, 1997




Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.  20549

Sir/Madam:

          On behalf of E. I. du Pont de Nemours and Company 
("DuPont"), I am transmitting a Registration Statement on Form 
S-8 covering 19,000,000 shares of common stock for filing in 
accordance with the requirements of the Securities Act of 
1933. 

          DuPont's wire transfer in the amount of $302,273.00 
in payment of the filing fee has been transmitted to the SEC's 
lockbox.

          If you have any questions concerning the 
Registration Statement, please call me at (302) 774-5303.

                                   Very truly yours,


                                   /s/ Mary E. Bowler

                                   Mary E. Bowler
                                   Senior Counsel and 
                                   Assistant Secretary
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PAGE 1

                              Registration Statement No. 33-XXXXX
 -----------------------------------------------------------------
 -----------------------------------------------------------------

                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C.  20549
 -----------------------------------------------------------------
                             FORM S-8
                      REGISTRATION STATEMENT
                               UNDER
                    THE SECURITIES ACT OF 1933
 -----------------------------------------------------------------
               E. I. DU PONT DE NEMOURS AND COMPANY
      (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                        1007 MARKET STREET
      DELAWARE      WILMINGTON, DELAWARE  19898   51-0014090
   (STATE OR OTHER     (ADDRESS OF PRINCIPAL   (I.R.S. EMPLOYER
    JURISDICTION        EXECUTIVE OFFICES)    IDENTIFICATION NO.)
 OF INCORPORATION OR
    ORGANIZATION)
                          --------------

                  1997 CORPORATE SHARING PLAN OF
               E. I. DU PONT DE NEMOURS AND COMPANY
                     (FULL TITLE OF THE PLAN)

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

    KURT M. LANDGRAF, SENIOR VICE PRESIDENT -- DU PONT FINANCE
               E. I. DU PONT DE NEMOURS AND COMPANY
                        1007 MARKET STREET
                    WILMINGTON, DELAWARE  19898
              (NAME AND ADDRESS OF AGENT FOR SERVICE)

   TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENTS FOR SERVICE:
                           302-774-1000
                          --------------

        APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES 
                       PURSUANT TO THE PLAN:
               From time to time after July 28, 1997
                          --------------

                  CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------
------------------------------------------------------------------------
                                    PROPOSED     PROPOSED
                                    MAXIMUM      MAXIMUM
                       AMOUNT       OFFERING     AGGREGATE      AMOUNT OF
TITLE OF SECURITIES    TO BE        PRICE        OFFERING       REGISTRATION
TO BE REGISTERED       REGISTERED   PER SHARE    PRICE          FEE
------------------------------------------------------------------------
Common Stock           19,000,000   $52.50       $997,500,000   $302,273.00
$.30 par value
PAGE 2

                              PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

     The documents listed below, previously filed with the 
Securities and Exchange Commission, are incorporated by reference 
in this Registration Statement:

     (a)  DuPont's Annual Report on Form 10-K for the year
          ended December 31, 1996.

     (b)  DuPont's Quarterly Report on Form 10-Q for the 
          quarter ended March 31, 1997.

     (c)  DuPont's Current Reports on Form 8-K as filed on
          January 29, March 7, April 23, June 13, July 16, 
          and July 23, 1997.

     All documents subsequently filed by DuPont pursuant to 
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act 
of 1934, prior to the filing of a post-effective amendment which 
indicates that all securities offered hereby have been sold or 
which deregisters all such securities then remaining unsold, shall 
be deemed to be incorporated by reference in this Registration 
Statement and to be a part hereof from the date of filing of such 
documents.

Item 4.  Description of DuPont Common Stock

     Holders of DuPont Common Stock are entitled to receive 
dividends that may be declared by the Board of Directors of 
DuPont from surplus or net earnings, but not until all cumulative 
dividends on preferred stock shall have been declared and set 
apart for payment at the annual rates of $4.50 a share for the 
$4.50 Series and $3.50 a share for the $3.50 Series.  Holders of 
DuPont Common Stock have the right to vote on all questions to 
the exclusion of all other stockholders, except as otherwise 
expressly provided by law or unless DuPont shall be in default in 
the payment of dividends on preferred stock for a period of six 
months.  In the latter event, until accumulated and unpaid 
dividends on preferred stock of all series shall have been paid, 
the holders of the outstanding preferred stock shall have the 
exclusive right, voting separately and as a class, to elect two 
directors, or if the total number of directors of DuPont be only 
three, then only one director, at each meeting of stockholders 
held for the purpose of electing directors.

     On liquidation, dissolution, or winding up of DuPont, 
whether voluntary or involuntary, after payments have been made to 
holders of preferred stock, holders of DuPont Common Stock have 
the right to share ratably the remaining assets available for 

                               II-1
PAGE 3

distribution.  In the event of voluntary liquidation, holders of 
preferred stock are entitled to accumulated dividends and $115 a 
share for the $4.50 Series and $107 a share for the $3.50 Series; 
in the event of involuntary liquidation, holders of both series 
are entitled to accumulated dividends and $100 a share.  Holders 
of DuPont Common Stock do not have any preemptive rights.

Item 5.  Interests of Named Experts and Counsel

     The validity of the issue of DuPont Common Stock offered 
hereby has been passed on by Howard J. Rudge, Esq., Senior Vice 
President and General Counsel of DuPont.  Mr. Rudge beneficially 
owned as of July 25, 1997, 233,120 Shares of Common Stock of DuPont, 
including 196,700 shares of which he has the right to acquire 
beneficial ownership within 60 days through the exercise of stock 
options awarded under DuPont's Stock Performance Plan.

Item 6.  Indemnification of Directors and Officers

     Under provisions of the Bylaws of DuPont, each person who is 
or was a director or officer of DuPont shall be indemnified by 
DuPont to the full extent permitted or authorized by the General 
Corporation Law of Delaware against any liability, cost or expense 
asserted against such director or officer and incurred by such 
director or officer in any such person's capacity as director or 
officer, or arising out of any such person's status as a director 
or officer.  DuPont has purchased liability insurance policies 
covering its directors and officers to provide protection where 
DuPont cannot indemnify a director or officer.

Item 8.  Exhibits

     Exhibit
     Number                      Description
     -------                     -----------
     4(a)      DuPont's Restated Certificate of Incorporation, 
               effective May 29, 1997, defining the rights of the 
               holders of DuPont Common Stock, incorporated by 
               reference to DuPont's Current Report on Form 8-K 
               filed on June 13, 1997.

     4(b)      Terms and Conditions of 1997 Corporate Sharing Plan 

     5(a)      Opinion of Counsel

     23(a)     Consent of Independent Accountants

     23(b)     Consent of Howard J. Rudge, Esq. included in the 
               opinion filed as Exhibit 5(a) to this Registration
               Statement

     24        Powers of attorney authorizing certain officers to
               sign this registration statement and amendments
               thereto on behalf of officers and directors

                               II-2
PAGE 4

Item 9.  S-K Item 512 Undertakings

     (a)  The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales
     are being made, a post-effective amendment to this 
     registration statement.

               (i)   To include any prospectus required by 
          section 10(a)(3) of the Securities Act of 1933;

               (ii)  To reflect in the prospectus any facts or 
          events arising after the effective date of the 
          registration statement (or the most recent post-effective 
          amendment thereof) which, individually or in the 
          aggregate, represent a fundamental change in the 
          information set forth in the registration statement.

               (iii) To include any material information with 
          respect to the plan of distribution not previously 
          disclosed in the registration statement or any material
          change to such information in the registration statement;

          provided, however, that paragraphs (a)(1)(i) and 
     (a)(1)(ii) do not apply if the registration statement is on 
     Form S-3 or Form S-8 and the information required to be 
     included in a post-effective amendment by those paragraphs is 
     contained in periodic reports filed by the registrant pursuant 
     to section 13 or section 15(d) of the Securities Exchange Act 
     of 1934 that are incorporated by reference in the registration 
     statement.

          (2)  That, for the purpose of determining any liability
     under the Securities Act of 1933, each such post-effective
     amendment shall be deemed to be a new registration statement
     relating to the securities offered therein, and the offering
     of such securities at that time shall be deemed to be the 
     initial bona fide offering thereof.

          (3)  To remove from registration by means of a 
     post-effective amendment any of the securities being
     registered which remain unsold at the termination of the
     offering.

     (b)  The undersigned registrant hereby undertakes that, for 
purposes of determining any liability under the Securities Act of 
1933 each filing of the registrant's annual report pursuant to 
section 13(a) or section 15(d) of the Securities Exchange Act of 
1934 (and, where applicable, each filing of an employee benefit 
plan's annual report pursuant to section 15(d) of the Securities 
Exchange Act of 1934) that is incorporated by reference in the 
registration statement shall be deemed to be a new registration 
statement relating to the securities offered therein, and the 
offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof.

                                II-3
PAGE 5

     (h)  Insofar as indemnification for liabilities arising under 
the Securities Act of 1933 may be permitted to directors, officers 
and controlling persons of the registrant pursuant to the 
foregoing provisions, or otherwise, the registrant has been 
advised that in the opinion of the Securities and Exchange 
Commission such indemnification is against public policy as 
expressed in the Act and is, therefore, unenforceable.  In the 
event that a claim for indemnification against such liabilities 
(other than the payment by the registrant of expenses incurred or 
paid by a director, officer or controlling person of the 
registrant in the successful defense of any action, suit or 
proceeding) is asserted by such director, officer or controlling 
person in connection with the securities being registered, the 
registrant will, unless in the opinion of its counsel the matter 
has been settled by controlling precedent, submit to a court of 
appropriate jurisdiction the question whether such indemnification 
by it is against public policy as expressed in the Act and will be 
governed by the final adjudication of such issue.

                               II-4
PAGE 6

                            SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 
the registrant certifies that it has reasonable grounds to believe 
that it meets all of the requirements for filing on Form S-8 and 
has duly caused this registration statement to be signed on its 
behalf by the undersigned, thereunto duly authorized in the City of 
Wilmington, State of Delaware, on July 25, 1997.

                              E. I. DU PONT DE NEMOURS AND COMPANY

                              By 
                                   /s/ Kurt M. Landgraf
                                   -----------------------------
                                   Kurt M. Landgraf, Senior Vice 
                                   President - DuPont Finance
                                   (Chief Financial Officer)

     Pursuant to the requirements of the Securities Act of 1933, 
this registration statement has been signed by the following 
persons in the capacities and on the date indicated.

[E. S. Woolard, Jr.    Chairman and Director
J. A. Krol             President and Chief Executive
                          Officer and Director
A. W. Dunham           Executive Vice President and
                          Director     By
                                            /s/ Kurt M. Landgraf
                                            -----------------------
P. N. Barnevik         Director             Kurt M. Landgraf
A. F. Brimmer          Director             Senior Vice President-
L. C. Duemling         Director             DuPont Finance
E. B. du Pont          Director             (Principal Financial 
C. M. Harper           Director             and Accounting Officer
L. D. Juliber          Director             and Attorney-In-Fact
W. K. Reilly           Director             for bracketed
H. R. Sharp, III       Director             individuals)
C. M. Vest             Director             (July 25, 1997)
G. Watanabe            Director]                  
                                       By  
                                            /s/ Howard J. Rudge
                                            ----------------------
                                            Howard J. Rudge
                                            Senior Vice President
                                            and General Counsel -
                                            DuPont Legal
                                            (Attorney-In-Fact for
                                            bracketed individuals)
                                            (July 25, 1997)

     Powers of attorney authorizing Kurt M. Landgraf and 
Howard J. Rudge jointly, to sign the registration statement and 
amendments thereto on behalf of the above-named directors and 
officers are filed with the registration statement.

                               II-5
PAGE 1

                         INDEX TO EXHIBITS

     Exhibit
     Number                      Description
     -------                     -----------
     4(a)      DuPont's Restated Certificate of Incorporation, 
               effective May 29, 1997, defining the rights of
               the holders of DuPont Common Stock, incorporated
               by reference to DuPont's Current Report on
               Form 8-K filed on June 13, 1997.

     4(b)      Terms and Conditions of 1997 Corporate Sharing Plan

     5(a)      Opinion of Counsel

     23(a)     Consent of Independent Accountants

     23(b)     Consent of Howard J. Rudge, Esq. included in the 
               opinion filed as Exhibit 5 to this Registration
               Statement

     24        Powers of attorney authorizing certain officers to
               sign this registration statement and amendments
               thereto on behalf of officers and directors
EXHIBIT 4(b)

        TERMS AND CONDITIONS OF 1997 CORPORATE SHARING PLAN

TERMS AND CONDITIONS APPLICABLE TO STOCK OPTIONS

1.   Exercise Price

     A stock option entitles you to purchase, subject to the 
     limitations set forth in these terms and conditions, DuPont
     common stock at the average (rounded to the next higher
     multiple of 25 cents - unless such average is itself a
     multiple of 25 cents) of the high and low price on the
     New York Stock Exchange (NYSE) Composite Transactions Tape
     on the grant date.

2.   First Time of Exercisability

     Except as provided below, from the grant date to the day 
     prior to the first anniversary of grant date no shares may be 
     purchased under the stock option.  On the first anniversary of 
     grant date, subject to the other terms and conditions con-
     tained herein, all shares subject to the option may be
     purchased.

     The day following your retirement pursuant to the pension or 
     retirement plan or policy of a sharing plan company, or the 
     day following termination of employment by such company 
     pursuant to a designated company initiated program or due to 
     divestiture or lack of work, or upon your death, all shares 
     subject to option under your award may be purchased, subject 
     to the other terms and conditions contained herein, provided 
     your retirement, termination of employment pursuant to a 
     designated company initiated program or due to divestiture or 
     lack of work, or death occurs six months after grant, or 
     later.  If, however, your retirement, termination of 
     employment pursuant to a designated company initiated program 
     or due to divestiture or lack or work, or death occurs prior 
     to that date, no such shares may be purchased and your option 
     will terminate.

3.   Late Time of Exercisability

     No shares may be purchased under the stock option grant after 
     the earliest of the following:

     a.   The day prior to the tenth anniversary of the grant date, 
          or 

     b.   Two years after your death, or

     c.   The date of termination of your employment for cause, or

     d.   One year after termination of employment as a result of 
          divestiture or lack of work, or

     e.   Three months after termination of employment for any 
          reason other than retirement, death, cause, divestiture 
          or lack of work.

     The Compensation Committee has the authority to make 
     adjustments to the last date of exercisability in the event of 
     termination due to divestiture or lack or work.

4.   Stock Price Hurdle

     Until six months prior to the tenth anniversary of the grant 
     date, options are exercisable only after the closing price of 
     DuPont common stock on the NYSE-Composite Transactions Tape is 
     $75 or more for a period of five consecutive trading days.  
     Once this stock price hurdle has been met, options are 
     exercisable even if the stock price drops below the stock 
     price hurdle, provided all other terms and conditions are 
     satisfied.

5.   Stock Dividend

     In the event of any stock dividend, other changes in 
     capitalization or special distributions to stockholders, an 
     equitable adjustment will be made as indicated in Article XII 
     of the Corporate Sharing Plan in the number of shares subject 
     to the stock option and the price per share applicable 
     thereto.

6.   Nontransferability and Exercise Upon Death

     During your lifetime, your option is not transferable and 
     shares subject to the option may be purchased only by you.

     In the event of your death, your remaining option shares may 
     be purchased by the executor or administrator of your estate 
     or in accordance with the executor's or administrator's 
     directions, subject to the other terms and conditions 
     contained herein.  Options exercised after your death are not 
     subject to the stock price hurdle described in Article 4 
     above.

7.   How to Exercise/Payment of Exercise Price

     Exercises of your option to purchase shares of DuPont common 
     stock must be made through the designated administrator.  At 
     the time of exercising any portion of your stock options, it 
     will be necessary to make arrangements with the designated 
     administrator for full payment in U.S. dollars on account of 
     shares purchased.  Payment of the purchase price must be made 
     in cash and/or through the sale of the options shares issued 
     pursuant to the exercise.  If payment is made through the sale 
     of the shares, the stock will be valued at the price received 
     on the sale of the shares on the NYSE the trade day following 
     the day your exercise is valued.

     In those countries where an 800 phone exchange service to the 
     designated administrator is available, the exercise 
     transaction can be executed over the phone.  In those 
     countries where this service is not available, the exercise 
     transaction can be executed by facsimile of exercise forms to 
     the designated administrator or by a long distance phone call.  
     Postal delivery of exercise forms is also available, but the 
     exercise will not be effective until received by the 
     designated administrator.  Exercise transactions executed over 
     the phone or received by the designated administrator prior to 
     4 p.m. New York time will be valued at that day's closing 
     price for DuPont stock for the purpose of withholding 
     requirements and establishing the tax basis for gain/loss on 
     future sale.  If the exercise day is not a day the NYSE is 
     open, the transaction will be valued at the closing price on 
     the next trading day the exchange is open.

     Purchase of shares subject to option will be effected only if 
     notice of such purchase, accompanied by payment (in cash 
     and/or sale of option shares) is received by the designated 
     administrator on or before the last day allowed for the 
     purchase of shares as indicated above.  Shares purchased will 
     be delivered by DuPont to the designated administrator three 
     trading days following the day your exercise is valued.

8.   Minimum Exercise

     You may not purchase at any one time fewer than ten shares 
     subject to the stock option, unless you have fewer than ten 
     shares remaining subject to the stock option.

9.   Satisfying Withholding

     When withholding of national, social, and/or local taxes is 
     required in a country, it will be done by selling option 
     shares issues pursuant to the exercise of the option.  The 
     number of shares withheld will be dependent on the sales price 
     received for the shares on the NYSE on the trading day 
     following the day your exercise is valued.

10.  Program Administration

     The decision of the Compensation Committee with respect to 
     any question arising as to the interpretation of the 1997 
     Corporate Sharing Plan as it affects these grants, including 
     the severability of any and all of the provisions of the 1997 
     Corporate Sharing Plan, shall be final, conclusive and 
     binding.

     No information pertaining to the application, operation or 
     administration of this 1997 Corporate Sharing Plan will be 
     made available unless the Compensation Committee, in its sole 
     discretion, shall make it available.

     Nothing in this 1997 Corporate Sharing Plan shall be deemed 
     to give any employee, or any employee's legal representatives 
     or assigns, any right to participate in the 1997 Corporate 
     Sharing Plan except to such extent, if any, as the 
     Compensation Committee may have determined or approved 
     pursuant to the provisions of this 1997 Corporate Sharing 
     Plan.

     Grants under this Plan shall not be delivered to any employee 
     or beneficiary of any employee in a bargaining unit 
     represented by a union for collective bargaining unless and 
     until the site manager has authorized delivery of the grant, 
     collective bargaining on the subject has taken place, and any 
     requisite obligations thereunder have been fulfilled.

11.  Incorporation of 1997 Corporate Sharing Plan

     It is understood that in addition to the terms and conditions 
     set forth above, which are fixed in accordance with the 1997 
     Corporate Sharing Plan, your grants are also subject to the 
     other applicable provisions of the 1997 Corporate Sharing 
     Plan.
EXHIBIT 5(a)

                                   July 25, 1997

E. I. du Pont de Nemours and Company
1007 Market Street
Wilmington, Delaware 19898

Gentlemen/Ladies:

          Reference is made to the Registration Statement being 
filed by you with the Securities and Exchange Commission, relating 
to 19,000,000 shares of E. I. du Pont de Nemours and Company 
(hereinafter called "the Company") $0.30 par value Common Stock 
("Common Stock").

          It is my opinion that:

          (a)  the Company is duly organized and existing under 
          the laws of the State of Delaware; and

          (b)  all shares of Common Stock so registered are or 
          will when sold, be legally issued, fully paid and 
          nonassessable. 
          I hereby consent to the use of this opinion in 
connection with the above-mentioned Registration Statement.

                                   Very truly yours,

                                   /s/ Howard J. Rudge

                                   Howard J. Rudge
                                   Senior Vice President and
                                   General Counsel
PAGE 1

                                                      EXHIBIT 23(a)

                CONSENT OF INDEPENDENT ACCOUNTANTS

          We hereby consent to the incorporation by reference in 
this Registration Statement on Form S-8 of our report dated 
February 14, 1997, which appears on page 28 of the 1996 Annual 
Report to Stockholders of E. I. du Pont de Nemours and Company, 
which is incorporated by reference in E. I. du Pont de Nemours and 
Company's Annual Report on Form 10-K for the year ended 
December 31, 1996.  

/s/ Price Waterhouse LLP

Price Waterhouse LLP
30 South Seventeenth Street
Philadelphia, Pennsylvania  19103

July 23, 1997
DuPont Legal
Wilmington, DE  19898

                                   July 25, 1997

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.  20549

Sir/Madam:

          On behalf of E. I. du Pont de Nemours and Company 
("DuPont"), I am transmitting a Registration Statement on Form 
S-8 covering 19,000,000 shares of common stock for filing in 
accordance with the requirements of the Securities Act of 
1933. 

          DuPont's wire transfer in the amount of $302,273.00 
in payment of the filing fee has been transmitted to the SEC's 
lockbox.

          If you have any questions concerning the 
Registration Statement, please call me at (302) 774-5303.

                                   Very truly yours,

                                   /s/ Mary E. Bowler

                                   Mary E. Bowler
                                   Senior Counsel and 
                                   Assistant Secretary