SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

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

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

           700 Capital Square, 400 Locust Street, Des Moines, IA 50309
               (Address of Principal Executive Offices)       (Zip Code)

                       PIONEER HI-BRED INTERNATIONAL INC.
                                STOCK OPTION PLAN
                            (Full title of the Plan)

                                  Susan Griggs
                      700 Capital Square, 400 Locust Street
                              Des Moines, IA 50309
                                 (515) 248-4820

                     (Name and address of agent for service)
                     (Telephone number, including area code,
                           name of agent for service)
<TABLE>

- --------------------------------------------------------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------------
<CAPTION>

                                                     Proposed             Proposed
                                                     Maximum              Maximum
 Title of securities      Amount to be      offering price per       aggregate         Amount of
 to be registered         registered (1)         share             offering price       registration fee
  <S>                     <C>                  <C>                  <C>              <C>

- --------------------------------------------------------------------------------------------------------------------------------
  Common Stock
  Par value $1            973,000              $43.125 (2)          $41,960,625      $14,469.18
  Common Stock
  Par value $1            2,027,000            $51.1875(3)          $103,757,062.5   $35,778.30
    Total Fee                                                                        $50,247.48
- --------------------------------------------------------------------------------------------------------------------------------
<FN>

(1) There is also being registered hereunder such additional undetermined number
    of shares of  Common Stock which may be issued from time to time as a result
    of the anti-dulution provisions of the Plans.
(2) Exercise price of options that have been granted.

(3) Estimated  solely  for  purposes  of  calculation  of the  registration  fee
    pursuant  to Rule  457(h) and based on the average of the high and low sales
    prices  of the  Common  Stock of  Pioneer  Hi-Bred  International,  Inc.  as
    reported on July 19, 1996 on the New York Stock Exchange.

</FN>
</TABLE>

<PAGE>



                                  INTRODUCTION

        This  Registration  Statement  on Form S-8 is filed by  Pioneer  Hi-Bred
International  Inc., (the "Company" or  "Registrant")  relating to shares of the
common stock, par value $1 (the "Common Stock"), issuable to eligible employees,
officers and  directors of the Company and its  subsidiaries  pursuant to awards
granted under the Company's Stock Option Plan.

                                     PART 1

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information. *

               *Information  required by Part 1 of Form S-8 to be  contained  in
the Section  10(a)  prospectus  is omitted from this  Registration  Statement in
accordance  with Rule 428 under the  Securities  Act of 1933,  as  amended  (the
"Securities Act"), and the Note to Part 1 of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

               The following documents,  which previously have been filed by the
Company with the  Securities and Exchange  Commission  (the  "Commission"),  are
incorporated herein by reference and made a part hereof:

               (i) The  Company's  latest  annual  report on Form  10K,  for the
        fiscal year ended August 31, 1995,  filed  pursuant to Section  13(a) or
        15(d) of the Securities Exchange Act of 1934;

               (ii)  The  Company's  Quarterly  Reports  on  Form  10-Q  for the
        quarters ended November 30, 1995, February 29, 1996 and May 31, 1996;

               (iii) All other reports filed  pursuant to Section 13(a) or 15(d)
        of the Securities  Exchange Act of 1934 since the end of the fiscal year
        covered by the annual report referred to in (i) above;

               (iv) The  description of the Company's  Common Stock contained in
        the  Company's  Registration  Statement on Form 8-A,  dated  October 19,
        1995, (Registration Statement No. 95581557),  including any amendment or
        report filed for the purpose of updating such description; and

               (v) The  description of the Common Share Purchase Rights attached
        to Common Stock  contained in the  Company's  Registration  Statement on
        Form 8-A (Registration Statement No. 95581558),  dated October 19, 1995,
        including  any  amendment or report filed for purposes of updating  such
        description.

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

               For  purposes  of  this  Registration  Statement,  any  statement
contained  in a document  incorporated  or deemed to be  incorporated  herein by
reference  shall be deemed to be  modified  or  superseded  to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  herein  by  reference  modifies  or
supersedes  such  statement  in such  document.  Any  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

Item 4. Description of Securities.

               Not applicable.

Item 5. Interests of Named Experts and Counsel.

               None.

Item 6.  Indemnification of Directors and Officers.

Iowa  Business  Corporation  Act.  The  Company is subject to the Iowa  Business
Corporation  Act (the "Act") which  provides for or permits  indemnification  of
Directors and officers in certain situations.  Unless limited by its Articles of
Incorporation, indemnification is mandatory for a Director or an officer (not an
employee) who was wholly successful,  on the merits or otherwise, in the defense
of any  proceeding  to which the  Director or officer was a party  because  such
person is or was a Director  or officer of the  corporation  against  reasonable
expenses  incurred by the Director or officer in connection with the proceeding.
In addition,  unless the Articles of Incorporation provide otherwise, a Director
or  officer  may apply for  limited  court  ordered  indemnification  if certain
standards are met.

The  Act by its  terms  expressly  permits  indemnification  where  a  Director,
officer,  employee  or agent  acted in good  faith and in a manner  such  person
reasonably  believed  to be in (if  acting  in its  official  capacity),  or not
opposed to, the Company's best  interests,  and, in a criminal  action,  if such
person had no reasonable  cause to believe that his or her conduct was unlawful.
No  indemnification  is permitted in  connection  with a proceeding by or in the
right  of a  corporation  in  which  the  person  was  adjudged  liable  to  the
corporation  or in  connection  with  any  other  proceeding  charging  improper
personal benefit to the Director, whether or not involving action in an official
capacity,  in which the person was  adjudged  liable on the basis that  personal
benefit was improperly received.

The Act also permits advancement of expenses to a Director,  officer,  employees
or  agents  upon 1)  receipt  of an  undertaking  by such to repay  all  amounts
advanced if it shall  ultimately be determined that he or she is not entitled to
be indemnified by the  corporation;  2) the person  furnishes the  corporation a
written  affirmation  of the  person's  good faith  belief he or she has met the
applicable  standard or conduct; or 3) determination is made that the facts then
known to those making the determination would not preclude indemnification.

Generally,  the above  provisions of the Act are permissive in nature.  The only
indemnification  requirement  imposed by the Act is that,  unless limited by its
Articles  of  Incorporation,  a company  must  indemnify  a Director  or officer
against  reasonable  expenses  incurred in connection with the wholly successful
defense of a proceeding.

The Act specifically  provides that, subject to certain  limitations,  its terms
shall not be deemed exclusive of any other right to  indemnification  to which a
Director  or  officer  may  be  entitled  under  a  corporation's   Articles  of
Incorporation or Bylaws, or any agreement, vote of shareholders or disinterested
Directors, or otherwise. However, indemnification cannot be provided in the case
of  1)  breach  of  the  director's  duty  of  loyalty  to  the  corporation  or
shareholders;  2) an act  or  omission  not in  good  faith;  3) an  intentional
misconduct;  4) a knowing  violation of the law; 5) a transaction from which the
person  seeking   indemnification  derives  an  improper  personal  benefit;  6)
liability for certain unlawful  distributions;  and 7) the person being adjudged
liable to the corporation in a proceeding by or in the right of the corporation.
Indemnification  by or in the right of the  corporation is limited to reasonable
expenses in connection with the proceeding.

THE ABOVE IS A SUMMARY OF THE ACT  WHICH SHOULD BE READ AND REVIEWED CAREFULLY

Bylaws. Under the Bylaws and Indemnification Agreements, officers, Directors and
employees  will be  indemnified  to the fullest  extent  permitted by law. Under
current  Iowa  law,   indemnification   is  generally   not   permitted  in  the
circumstances  set forth in the last full  paragraph of the section titled "Iowa
Business Corporation Act ."

The key terms of the Bylaw provision are the following:

     a)   The Company is required to indemnify officers, directors and employees
          for expenses and liabilities by reason of the fact that such person is
          or was a  director,  officer  or  employee  of the  Company or while a
          director,  officer or  employee of the Company was serving for another
          entity at the  request or with  approval of the Company to the fullest
          extent permitted by law as the law exists or may thereafter be amended
          (but  only  to  the  extent  greater  protection  is  permitted).  The
          provision does limit  indemnification for proceedings initiated by the
          indemnitee,    except   with   Company   consent,   to   enforce   the
          indemnification provision;
     b)   Mandatory  expense  advancement is provided upon a promise to repay if
          it  is  later   determined   that  the  person  was  not  entitled  to
          indemnification;
     c)   The  following  make  determinations  as  to  whether  the  applicable
          standard  was met: 1) the board of  directors  by  majority  vote of a
          quorum  consisting  of  directors  not  at  the  time  parties  to the
          proceeding  , 2) if a quorum  cannot be  obtained,  a  committee  duly
          designated by the board of directors,  in which designation  directors
          who are  parties  may  participate,  consisting  solely of two or more
          directors not at the time parties to the proceeding,  3) special legal
          counsel or 4) the shareholders;
     d)   Partial  indemnification  is provided if some but not all  liabilities
          and expenses are entitled to indemnification;
     e)   Company consent to settlement is required;
     f)   An individual  may bring suit to enforce the Bylaw  provisions if they
          are not paid within 60 days after a written claim;
     g)   The  rights  under the  Bylaws  are  nonexclusive  of other  rights to
          indemnification;
     h)   The   Company  is   authorized   to  set  up  trusts  for  payment  of
          indemnification  (the Company does not currently anticipate setting up
          such a trust);
     i)   The Company is authorized to provide  insurance (the Company currently
          has insurance);
     j)   The right to  indemnification  is  contractual  and  cannot be amended
          retroactively;
     k)   Indemnification  is  provided  for suits to  enforce  the  contractual
          rights;
     l)   The Company is provided subrogation rights;
     m)   The potential indemnitee must provide notice of proceedings;
     n)   The Company is entitled  to  participate  in any suit or to assume the
          defenses of the indemnitees,  with counsel reasonably  satisfactory to
          the  indemnitee.  Indemnitee  shall  have the right to employ  its own
          counsel.  After the Company assumes defense, fees and expenses of such
          counsel will be at the expense of the indemnitee  unless 1) authorized
          by the Company;  2) the Company has not employed  counsel or cannot in
          good faith without  conflict  assume the defense of indemnitee;  or 3)
          the  counsel  selected  by the  Company  does not in fact  assume  the
          defense;
     o)   The  Company   may,  by  Board  of   Directors   resolution,   provide
          indemnification to officers,  directors or employees of other entities
          not otherwise  provided  indemnification by the Bylaws. The Company is
          reviewing which officers, directors and employees of its affiliates it
          may want to provide indemnification protection;
     p)   Indemnification  and  advancements  are provided to an indemnitee  for
          serving as a witness; and
     q)   Directors,  officers or employees are provided the  protection  stated
          above for serving employee benefit plans.

     Indemnification  Agreements. The Indemnification Agreements are intended to
supplement the indemnification  provisions of the Bylaws in order to attract and
retain qualified Directors and officers.

The terms of the  Indemnification  Agreements  closely parallel the Bylaws.  The
Indemnification   Agreements  require  indemnification  of  and  advancement  of
expenses for Directors and officers to the fullest  extent allowed by law as now
exist or may be amended, but only to any extent greater protection is provided.

The  Indemnification  Agreements  also set  forth a  number  of  procedural  and
substantive  matters  which  presently  are not  covered or are  covered in less
detail in the Bylaws, including the following:

First, each  Indemnification  Agreement requires that, at the time of any Change
in Control, as defined in the Indemnification Agreement, the Company will obtain
at its expense and maintain for the duration of the Indemnification Agreement an
irrevocable  standby  letter of credit in the  amount of  $1,000,000  or more in
favor of each person  covered by an agreement to secure the  obligations  of the
Company  under  the   Indemnification   Agreement.   A  person   covered  by  an
Indemnification Agreement could draw upon the letter of credit any time after he
or  she  makes  a  demand   upon  the   Company  for  payment  of  a  claim  for
indemnification  which is not subsequently  paid by the Company.  Each letter of
credit would provide a person covered by an  Indemnification  Agreement with the
assurance that, notwithstanding the inability of the Company or unwillingness of
a new Board of Directors to pay for  indemnification  under the  Indemnification
Agreement, the person will have a minimum amount of protection from liability.

Second,  the  Indemnification  Agreements  establish a presumption that a person
covered by an  Indemnification  Agreement  has met the  applicable  standard  of
conduct  required for  indemnification,  and the Company has the burden of proof
(by clear and convincing  evidence) to overcome such presumption in reaching any
contrary  determination.  The termination of any claim, issue or matter does not
adversely affect the right to  indemnification  or create a presumption that the
person did not act in good faith.  Reliance on certain  information is deemed to
be in good  faith and  knowledge  and  actions  of others is not  imputed to the
indemnitee.  The right of a person  covered by an  Indemnification  Agreement to
indemnification  under the  Indemnification  Agreement  will be  determined by a
forum selected by such persons consisting of either:  (i) disinterested  members
of the Board of Directors;  (ii) independent legal counsel;  or (iii) a panel of
three arbitrators.  If the Company does not submit the claim to a selected forum
within 30 days after notice  thereof or if the  selected  forum fails to reach a
decision within 30 days, the person covered by an  Indemnification  Agreement is
automatically deemed to be entitled to indemnification under the Indemnification
Agreement.

Third,  the  Indemnification  Agreement does not terminate until the later of 10
years  after  the  person  ceases  to  serve in a  capacity  covered  under  the
Indemnification  Agreement or termination of all proceedings in respect to which
the officer or director is granted the right of indemnification.

Fourth,  the  Indemnification  Agreement  explicitly states that all dismissals,
with or without  prejudice,  shall be deemed successful  defenses if there is no
finding indemnitee did not act in good faith.

Fifth,  the  Indemnification  Agreement  obligates the Company to use reasonable
efforts to purchase and maintain insurance.

Sixth,  the  Indemnification  Agreement  prevents  suits by or on  behalf of the
Company  against  the  Indemnitee  two  years  after the  person  ceases to be a
director or officer or serve for the Company.

Item 7. Exemption from Registration Claimed.

               Not applicable.

Item 8. Exhibits.

Exhibit No.      Description

4.1              Pioneer Hi-Bred International, Inc. Stock Option Plan.

4.2              Articles of Incorporation of the Company, as amended, as
                 presently in effect.

4.3              Bylaws of the Company, as amended, as presently in effect.

4.4              Amended and Restated Rights Agreement dated December 13, 1994
                 (incorporated by reference to Exhibit 1 to the Company's Form
                 8A/A-1 dated March 14, 1995, file No. 95520632).

4.5              Specimen of the Company's Common Stock Certificate.

5.1              Opinion of Legal Counsel (relating to legality of securities
                 being registered).

23.1             Consent of Independent Auditors.

23.2             Consent of Legal Counsel (included in Exhibit 5.1 hereto).


Item 9. Undertakings.

        (a)    The undersigned Registrant hereby undertakes:

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

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

                      (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  information  required  to be  included  in a
        post-effective  amendment by those  paragraphs  in contained in periodic
        reports filed by the Registrant  pursuant to Section 13 or Section 15(d)
        of  the  Exchange  Act  that  are   incorporated  by  reference  in  the
        Registration Statement.

               (2) That, for the purpose of determining  any liability under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities  at the 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,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated  by reference in the  Registration  Statement
shall be deemed to be a new  registration  statement  relating to the securities
offered therein,  and offering of such securities at the time shall be deemed to
be the initial bona fide offering thereof.

        (c)  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is against public policy as expressed in the Securities 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  Securities  Act and will be  governed by the final
adjudication of such issue.


                                 SIGNATURES

               The  Registrant.  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  requirement 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 Des Moines,  State of Iowa on the 26
day of July, 1996.

                       PIONEER HI-BRED INTERNATIONAL, INC.
                                    Registrant



                     By:____________________________________
                             Jerry L. Chicoine
                             Senior Vice President
                             Chief Financial Officer & Secretary



<PAGE>



               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 dates indicated.



Signature                           Title                           Date



____________________________        President
Charles S. Johnson                  and Chief Executive
                                    Officer/Director                7/26/96


____________________________        Senior Vice President
Jerry L. Chicoine                   and Chief Financial Officer     7/26/96


____________________________        Vice President
Brian G. Hart                       and Corporate Controller


____________________________        Director
Thomas N. Urban


____________________________        Director
Dr. Owen J. Newlin


____________________________        Director
Nancy Y. Bekavac


____________________________        Director
C. Robert Brenton


____________________________        Director
Dr. Pedro M. Cuatrecasas


____________________________        Director
Dr. Ray A. Goldberg


____________________________        Director
Fred S. Hubbell


____________________________        Director
Luiz Kaufmann


____________________________        Director
Dr. F. Warren McFarlan


____________________________        Director
Dr. Virginia Walbot


____________________________        Director
H. Scott Wallace


____________________________        Director
Fred W. Weitz


____________________________        Director
Herman H.F. Wijffels
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SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

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

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

           700 Capital Square, 400 Locust Street, Des Moines, IA 50309
               (Address of Principal Executive Offices)       (Zip Code)

                       PIONEER HI-BRED INTERNATIONAL INC.
                                STOCK OPTION PLAN
                            (Full title of the Plan)

                                  Susan Griggs
                      700 Capital Square, 400 Locust Street
                              Des Moines, IA 50309
                                 (515) 248-4820

                     (Name and address of agent for service)
                     (Telephone number, including area code,
                           name of agent for service)

- --------------------------------------------------------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------------
Proposed             Proposed
                                                     Maximum              Maximum
 Title of securities      Amount to be      offering price per       aggregate         Amount of
 to be registered         registered (1)         share             offering price       registration fee
- --------------------------------------------------------------------------------------------------------------------------------
  Common Stock
  Par value $1            973,000              $43.125 (2)          $41,960,625      $14,469.18
  Common Stock
  Par value $1            2,027,000            $51.1875(3)          $103,757,062.5   $35,778.30
    Total Fee                                                                        $50,247.48
- --------------------------------------------------------------------------------------------------------------------------------
(1) There is also being registered hereunder such additional undetermined number
    of shares of  Common Stock which may be issued from time to time as a result
    of the anti-dulution provisions of the Plans.
(2) Exercise price of options that have been granted.

(3) Estimated  solely  for  purposes  of  calculation  of the  registration  fee
    pursuant  to Rule  457(h) and based on the average of the high and low sales
    prices  of the  Common  Stock of  Pioneer  Hi-Bred  International,  Inc.  as
    reported on July 19, 1996 on the New York Stock Exchange.
INTRODUCTION

        This  Registration  Statement  on Form S-8 is filed by  Pioneer  Hi-Bred
International  Inc., (the "Company" or  "Registrant")  relating to shares of the
common stock, par value $1 (the "Common Stock"), issuable to eligible employees,
officers and  directors of the Company and its  subsidiaries  pursuant to awards
granted under the Company's Stock Option Plan.

                                     PART 1

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information. *

               *Information  required by Part 1 of Form S-8 to be  contained  in
the Section  10(a)  prospectus  is omitted from this  Registration  Statement in
accordance  with Rule 428 under the  Securities  Act of 1933,  as  amended  (the
"Securities Act"), and the Note to Part 1 of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

               The following documents,  which previously have been filed by the
Company with the  Securities and Exchange  Commission  (the  "Commission"),  are
incorporated herein by reference and made a part hereof:

               (i) The  Company's  latest  annual  report on Form  10K,  for the
        fiscal year ended August 31, 1995,  filed  pursuant to Section  13(a) or
        15(d) of the Securities Exchange Act of 1934;

               (ii)  The  Company's  Quarterly  Reports  on  Form  10-Q  for the
        quarters ended November 30, 1995, February 29, 1996 and May 31, 1996;

               (iii) All other reports filed  pursuant to Section 13(a) or 15(d)
        of the Securities  Exchange Act of 1934 since the end of the fiscal year
        covered by the annual report referred to in (i) above;

               (iv) The  description of the Company's  Common Stock contained in
        the  Company's  Registration  Statement on Form 8-A,  dated  October 19,
        1995, (Registration Statement No. 95581557),  including any amendment or
        report filed for the purpose of updating such description; and

               (v) The  description of the Common Share Purchase Rights attached
        to Common Stock  contained in the  Company's  Registration  Statement on
        Form 8-A (Registration Statement No. 95581558),  dated October 19, 1995,
        including  any  amendment or report filed for purposes of updating  such
        description.

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

               For  purposes  of  this  Registration  Statement,  any  statement
contained  in a document  incorporated  or deemed to be  incorporated  herein by
reference  shall be deemed to be  modified  or  superseded  to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  herein  by  reference  modifies  or
supersedes  such  statement  in such  document.  Any  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

Item 4. Description of Securities.

               Not applicable.

Item 5. Interests of Named Experts and Counsel.

               None.

Item 6.  Indemnification of Directors and Officers.

Iowa  Business  Corporation  Act.  The  Company is subject to the Iowa  Business
Corporation  Act (the "Act") which  provides for or permits  indemnification  of
Directors and officers in certain situations.  Unless limited by its Articles of
Incorporation, indemnification is mandatory for a Director or an officer (not an
employee) who was wholly successful,  on the merits or otherwise, in the defense
of any  proceeding  to which the  Director or officer was a party  because  such
person is or was a Director  or officer of the  corporation  against  reasonable
expenses  incurred by the Director or officer in connection with the proceeding.
In addition,  unless the Articles of Incorporation provide otherwise, a Director
or  officer  may apply for  limited  court  ordered  indemnification  if certain
standards are met.

The  Act by its  terms  expressly  permits  indemnification  where  a  Director,
officer,  employee  or agent  acted in good  faith and in a manner  such  person
reasonably  believed  to be in (if  acting  in its  official  capacity),  or not
opposed to, the Company's best  interests,  and, in a criminal  action,  if such
person had no reasonable  cause to believe that his or her conduct was unlawful.
No  indemnification  is permitted in  connection  with a proceeding by or in the
right  of a  corporation  in  which  the  person  was  adjudged  liable  to  the
corporation  or in  connection  with  any  other  proceeding  charging  improper
personal benefit to the Director, whether or not involving action in an official
capacity,  in which the person was  adjudged  liable on the basis that  personal
benefit was improperly received.

The Act also permits advancement of expenses to a Director,  officer,  employees
or  agents  upon 1)  receipt  of an  undertaking  by such to repay  all  amounts
advanced if it shall  ultimately be determined that he or she is not entitled to
be indemnified by the  corporation;  2) the person  furnishes the  corporation a
written  affirmation  of the  person's  good faith  belief he or she has met the
applicable  standard or conduct; or 3) determination is made that the facts then
known to those making the determination would not preclude indemnification.

Generally,  the above  provisions of the Act are permissive in nature.  The only
indemnification  requirement  imposed by the Act is that,  unless limited by its
Articles  of  Incorporation,  a company  must  indemnify  a Director  or officer
against  reasonable  expenses  incurred in connection with the wholly successful
defense of a proceeding.

The Act specifically  provides that, subject to certain  limitations,  its terms
shall not be deemed exclusive of any other right to  indemnification  to which a
Director  or  officer  may  be  entitled  under  a  corporation's   Articles  of
Incorporation or Bylaws, or any agreement, vote of shareholders or disinterested
Directors, or otherwise. However, indemnification cannot be provided in the case
of  1)  breach  of  the  director's  duty  of  loyalty  to  the  corporation  or
shareholders;  2) an act  or  omission  not in  good  faith;  3) an  intentional
misconduct;  4) a knowing  violation of the law; 5) a transaction from which the
person  seeking   indemnification  derives  an  improper  personal  benefit;  6)
liability for certain unlawful  distributions;  and 7) the person being adjudged
liable to the corporation in a proceeding by or in the right of the corporation.
Indemnification  by or in the right of the  corporation is limited to reasonable
expenses in connection with the proceeding.

THE ABOVE IS A SUMMARY OF THE ACT  WHICH SHOULD BE READ AND REVIEWED CAREFULLY

Bylaws. Under the Bylaws and Indemnification Agreements, officers, Directors and
employees  will be  indemnified  to the fullest  extent  permitted by law. Under
current  Iowa  law,   indemnification   is  generally   not   permitted  in  the
circumstances  set forth in the last full  paragraph of the section titled "Iowa
Business Corporation Act ."

The key terms of the Bylaw provision are the following:

     a)   The Company is required to indemnify officers, directors and employees
          for expenses and liabilities by reason of the fact that such person is
          or was a  director,  officer  or  employee  of the  Company or while a
          director,  officer or  employee of the Company was serving for another
          entity at the  request or with  approval of the Company to the fullest
          extent permitted by law as the law exists or may thereafter be amended
          (but  only  to  the  extent  greater  protection  is  permitted).  The
          provision does limit  indemnification for proceedings initiated by the
          indemnitee,    except   with   Company   consent,   to   enforce   the
          indemnification provision;
     b)   Mandatory  expense  advancement is provided upon a promise to repay if
          it  is  later   determined   that  the  person  was  not  entitled  to
          indemnification;
     c)   The  following  make  determinations  as  to  whether  the  applicable
          standard  was met: 1) the board of  directors  by  majority  vote of a
          quorum  consisting  of  directors  not  at  the  time  parties  to the
          proceeding  , 2) if a quorum  cannot be  obtained,  a  committee  duly
          designated by the board of directors,  in which designation  directors
          who are  parties  may  participate,  consisting  solely of two or more
          directors not at the time parties to the proceeding,  3) special legal
          counsel or 4) the shareholders;
     d)   Partial  indemnification  is provided if some but not all  liabilities
          and expenses are entitled to indemnification;
     e)   Company consent to settlement is required;
     f)   An individual  may bring suit to enforce the Bylaw  provisions if they
          are not paid within 60 days after a written claim;
     g)   The  rights  under the  Bylaws  are  nonexclusive  of other  rights to
          indemnification;
     h)   The   Company  is   authorized   to  set  up  trusts  for  payment  of
          indemnification  (the Company does not currently anticipate setting up
          such a trust);
     i)   The Company is authorized to provide  insurance (the Company currently
          has insurance);
     j)   The right to  indemnification  is  contractual  and  cannot be amended
          retroactively;
     k)   Indemnification  is  provided  for suits to  enforce  the  contractual
          rights;
     l)   The Company is provided subrogation rights;
     m)   The potential indemnitee must provide notice of proceedings;
     n)   The Company is entitled  to  participate  in any suit or to assume the
          defenses of the indemnitees,  with counsel reasonably  satisfactory to
          the  indemnitee.  Indemnitee  shall  have the right to employ  its own
          counsel.  After the Company assumes defense, fees and expenses of such
          counsel will be at the expense of the indemnitee  unless 1) authorized
          by the Company;  2) the Company has not employed  counsel or cannot in
          good faith without  conflict  assume the defense of indemnitee;  or 3)
          the  counsel  selected  by the  Company  does not in fact  assume  the
          defense;
     o)   The  Company   may,  by  Board  of   Directors   resolution,   provide
          indemnification to officers,  directors or employees of other entities
          not otherwise  provided  indemnification by the Bylaws. The Company is
          reviewing which officers, directors and employees of its affiliates it
          may want to provide indemnification protection;
     p)   Indemnification  and  advancements  are provided to an indemnitee  for
          serving as a witness; and
     q)   Directors,  officers or employees are provided the  protection  stated
          above for serving employee benefit plans.

     Indemnification  Agreements. The Indemnification Agreements are intended to
supplement the indemnification  provisions of the Bylaws in order to attract and
retain qualified Directors and officers.

The terms of the  Indemnification  Agreements  closely parallel the Bylaws.  The
Indemnification   Agreements  require  indemnification  of  and  advancement  of
expenses for Directors and officers to the fullest  extent allowed by law as now
exist or may be amended, but only to any extent greater protection is provided.

The  Indemnification  Agreements  also set  forth a  number  of  procedural  and
substantive  matters  which  presently  are not  covered or are  covered in less
detail in the Bylaws, including the following:

First, each  Indemnification  Agreement requires that, at the time of any Change
in Control, as defined in the Indemnification Agreement, the Company will obtain
at its expense and maintain for the duration of the Indemnification Agreement an
irrevocable  standby  letter of credit in the  amount of  $1,000,000  or more in
favor of each person  covered by an agreement to secure the  obligations  of the
Company  under  the   Indemnification   Agreement.   A  person   covered  by  an
Indemnification Agreement could draw upon the letter of credit any time after he
or  she  makes  a  demand   upon  the   Company  for  payment  of  a  claim  for
indemnification  which is not subsequently  paid by the Company.  Each letter of
credit would provide a person covered by an  Indemnification  Agreement with the
assurance that, notwithstanding the inability of the Company or unwillingness of
a new Board of Directors to pay for  indemnification  under the  Indemnification
Agreement, the person will have a minimum amount of protection from liability.

Second,  the  Indemnification  Agreements  establish a presumption that a person
covered by an  Indemnification  Agreement  has met the  applicable  standard  of
conduct  required for  indemnification,  and the Company has the burden of proof
(by clear and convincing  evidence) to overcome such presumption in reaching any
contrary  determination.  The termination of any claim, issue or matter does not
adversely affect the right to  indemnification  or create a presumption that the
person did not act in good faith.  Reliance on certain  information is deemed to
be in good  faith and  knowledge  and  actions  of others is not  imputed to the
indemnitee.  The right of a person  covered by an  Indemnification  Agreement to
indemnification  under the  Indemnification  Agreement  will be  determined by a
forum selected by such persons consisting of either:  (i) disinterested  members
of the Board of Directors;  (ii) independent legal counsel;  or (iii) a panel of
three arbitrators.  If the Company does not submit the claim to a selected forum
within 30 days after notice  thereof or if the  selected  forum fails to reach a
decision within 30 days, the person covered by an  Indemnification  Agreement is
automatically deemed to be entitled to indemnification under the Indemnification
Agreement.

Third,  the  Indemnification  Agreement does not terminate until the later of 10
years  after  the  person  ceases  to  serve in a  capacity  covered  under  the
Indemnification  Agreement or termination of all proceedings in respect to which
the officer or director is granted the right of indemnification.

Fourth,  the  Indemnification  Agreement  explicitly states that all dismissals,
with or without  prejudice,  shall be deemed successful  defenses if there is no
finding indemnitee did not act in good faith.

Fifth,  the  Indemnification  Agreement  obligates the Company to use reasonable
efforts to purchase and maintain insurance.

Sixth,  the  Indemnification  Agreement  prevents  suits by or on  behalf of the
Company  against  the  Indemnitee  two  years  after the  person  ceases to be a
director or officer or serve for the Company.

Item 7. Exemption from Registration Claimed.

               Not applicable.

Item 8. Exhibits.

Exhibit No.      Description

4.1              Pioneer Hi-Bred International, Inc. Stock Option Plan.

4.2              Articles of Incorporation of the Company, as amended, as
                 presently in effect.

4.3              Bylaws of the Company, as amended, as presently in effect.

4.4              Amended and Restated Rights Agreement dated December 13, 1994
                 (incorporated by reference to Exhibit 1 to the Company's Form
                 8A/A-1 dated March 14, 1995, file No. 95520632).

4.5              Specimen of the Company's Common Stock Certificate.

5.1              Opinion of Legal Counsel (relating to legality of securities
                 being registered).

23.1             Consent of Independent Auditors.

23.2             Consent of Legal Counsel (included in Exhibit 5.1 hereto).

Item 9. Undertakings.

        (a)    The undersigned Registrant hereby undertakes:

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

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

                      (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  information  required  to be  included  in a
        post-effective  amendment by those  paragraphs  in contained in periodic
        reports filed by the Registrant  pursuant to Section 13 or Section 15(d)
        of  the  Exchange  Act  that  are   incorporated  by  reference  in  the
        Registration Statement.

               (2) That, for the purpose of determining  any liability under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities  at the 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,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated  by reference in the  Registration  Statement
shall be deemed to be a new  registration  statement  relating to the securities
offered therein,  and offering of such securities at the time shall be deemed to
be the initial bona fide offering thereof.

        (c)  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is against public policy as expressed in the Securities 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  Securities  Act and will be  governed by the final
adjudication of such issue.

                                 SIGNATURES

               The  Registrant.  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  requirement 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 Des Moines,  State of Iowa on the 26
day of July, 1996.

                       PIONEER HI-BRED INTERNATIONAL, INC.
                                    Registrant

                     By:____________________________________
                             Jerry L. Chicoine
                             Senior Vice President
                             Chief Financial Officer & Secretary
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 dates indicated.

Signature                           Title                           Date

____________________________        President
Charles S. Johnson                  and Chief Executive
                                    Officer/Director                7/26/96

____________________________        Senior Vice President
Jerry L. Chicoine                   and Chief Financial Officer     7/26/96

____________________________        Vice President
Brian G. Hart                       and Corporate Controller

____________________________        Director
Thomas N. Urban

____________________________        Director
Dr. Owen J. Newlin

____________________________        Director
Nancy Y. Bekavac

____________________________        Director
C. Robert Brenton

____________________________        Director
Dr. Pedro M. Cuatrecasas

____________________________        Director
Dr. Ray A. Goldberg

____________________________        Director
Fred S. Hubbell

____________________________        Director
Luiz Kaufmann

____________________________        Director
Dr. F. Warren McFarlan

____________________________        Director
Dr. Virginia Walbot

____________________________        Director
H. Scott Wallace

____________________________        Director
Fred W. Weitz

____________________________        Director
Herman H.F. Wijffels