PAGE 1

                              Registration Statement No. 33-00000
  -----------------------------------------------------------------
  -----------------------------------------------------------------

                 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)
                           --------------

                   1995 CORPORATE SHARING PLAN OF
                E. I. DU PONT DE NEMOURS AND COMPANY
                      (FULL TITLE OF THE PLAN)

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

     CHARLES L. HENRY, 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 24, 1995
                           --------------

                   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 $.60
  par value           10,100,000   $57.00    $575,700,000  $198,517.25

<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, 1994.

     (b)  DuPont's Quarterly Report on Form 10-Q for the 
          quarter ended March 31, 1995.

     (c)  DuPont's Current Reports on Form 8-K as filed on 
          January 25, 1995, and April 7, 13, 24 and 27, 1995.

     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 
June 7, 1995, 12,843 Shares of Common Stock of DuPont, including 
86,056 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 Option 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 Certificate of Incorporation, effective
               December 22, 1989, defining the rights of the 
               holders of DuPont Common Stock, incorporated by 
               reference to Exhibit 3.1 of DuPont's Annual Report 
               on Form 10-K for the year ended December 31, 1994

     4(b)      Terms and Conditions of 1995 Corporate Sharing Plan 

     5         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

                                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 June 7, 1995.

                              E. I. DU PONT DE NEMOURS AND COMPANY

                              By 
                                   /s/ Charles L. Henry
                                   -----------------------------
                                   Charles L. Henry, 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
                        (Principal Executive 
                         Officer)
J. A. Krol            Vice Chairman and 
                         Director
C. S. Nicandros       Vice Chairman and
                         Director      By
                                            /s/ Charles L. Henry
                                            -----------------------
                                            Charles L. Henry
A. F. Brimmer         Director              Senior Vice President-
E. B. du Pont         Director              DuPont Finance
C. M. Harper          Director              (Principal Financial 
W. K. Reilly          Director              and Accounting Officer
H. R. Sharp, III      Director              and Attorney-In-Fact
C. M. Vest            Director]             for bracketed
                                            individuals)
                                            (June 7, 1995)
                                                       
                                       By  
                                            /s/ Howard J. Rudge
                                            ----------------------
                                            Howard J. Rudge
                                            Senior Vice President
                                            and General Counsel -
                                            DuPont Legal
                                            (Attorney-In-Fact for
                                            bracketed individuals)
                                            (June 7, 1995)

     Powers of attorney authorizing C. L. Henry and H. 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 7



                          INDEX TO EXHIBITS


     Exhibit
     Number                     Description
     -------                    -----------
     4(a)      DuPont's Certificate of Incorporation, effective
               December 22, 1989, defining the rights of the 
               holders of DuPont Common Stock, incorporated by 
               reference to Exhibit 3.1 of DuPont's Annual Report 
               on Form 10-K for the year ended December 31, 1994

     4(b)      Terms and Conditions of 1995 Corporate Sharing Plan

     5         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>

                              PAGE 8


                                                  EXHIBIT 4(b)


         TERMS AND CONDITIONS OF 1995 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 
contained 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 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 date, or 
later.  If, however, your retirement, termination of 
employment due to divestiture or lack of work, or death occurs 
prior to that date, no such shares may be purchased and your 
option will terminate.

3.   Last 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


<PAGE>

                            PAGE 9
  

d.   Three months after termination of your employment for 
     any reason other than for cause, your death, or 
     retirement pursuant to the provisions of the pension or 
     retirement plan or policy of a sharing plan company; 
     provided, however, that such stock options may continue 
     in effect to such extent and under such conditions as 
     the Compensation Committee may determine.

4.   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.

5.   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.

6.   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 option, 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 option 
shares issued pursuant to the exercise.  If payment is made 
through the sale of the option shares, the stock will be 
valued at the price received on the sale of the shares on the 
NYSE the trading 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, 

<PAGE>

                            PAGE 10 


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 
six trading days following the day your exercise is valued.

7.   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.

8.   Satisfying Withholding

     When withholding of national, social, and/or local taxes 
is required in a country, it will be done by selling option 
shares issued 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.

9.   Program Administration

     The decision of the Compensation and Benefits Committee 
with respect to any question arising as to the interpretation 
of the 1995 Corporate Sharing Plan as it affects these grants, 
including the severability of any and all of the provisions of 
the 1995 Corporate Sharing Plan, shall be final, conclusive 
and binding.

     No information pertaining to the application, operation 
or administration of this 1995 Corporate Sharing Plan will be 
made available unless the Compensation and Benefits Committee, 
in its sole discretion, shall make it available.

     Nothing in this 1995 Corporate Sharing Plan shall be 
deemed to give any employee, or any employee's legal 
representatives or assigns, any right to participate in the 
1995 Corporate Sharing Plan except to such extent, if any, as

<PAGE>

                            PAGE 11

the Compensation and Benefits Committee may have determined or 
approved pursuant to the provisions of this 1995 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.

10.  Incorporation of 1995 Corporate Sharing Plan

     It is understood that in addition to the terms and 
conditions set forth above, which are fixed in accordance with 
the 1995 Corporate Sharing Plan, your grants are also subject 
to the other applicable provisions of the 1995 Corporate 
Sharing Plan.

<PAGE>

                           PAGE 12


                                                     EXHIBIT 5


DUPONT




                              June 7, 1995




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 10,100,000 shares of E. I. du Pont de Nemours and 
Company (hereinafter called "the Company") $0.60 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

HJR/pat

<PAGE>

                             PAGE 13

                                                  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 16, 1995, which appears on page 38 of the 1994 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, 1994.



 
Price Waterhouse LLP
30 South Seventeenth Street
Philadelphia, Pennsylvania  19103

June 5, 1995

<PAGE>


                            PAGE 14

                                                       EXHIBIT 24


                          POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that the person whose signature 
appears below constitutes and appoints (1) the Senior Vice 
President and General Counsel or any Vice President and Assistant 
General Counsel of E. I. du Pont de Nemours and Company 
(hereinafter referred to as the "Company"), and (2) the Senior Vice 
President - DuPont Finance, or any Vice President, DuPont Finance, 
jointly, in his or her name, place and stead, in any and all 
capacities, to execute and file, or cause to be filed, with the 
Securities and Exchange Commission, a Registration Statement on 
Form S-8 relating to DuPont common stock, $0.60 par value, offered 
under the Company's Corporate Sharing Plan, any and all amendments 
thereto (including post-effective amendments), and all matters 
required by the Commission in connection with such registration 
under the Securities Act of 1933, as amended, granting unto said 
attorneys-in-fact and agents full power and authority to do and 
perform each and every act and thing requisite and necessary to be 
done as fully to all intents and purposes as he or she might or 
could do in person, hereby ratifying and confirming all that said 
attorneys-in-fact and agents may lawfully do or cause to be done by 
virtue hereof.

     E. S. WOOLARD, JR.                 May 19, 1995        
          Director                           Date

         J. A. KROL                     May 24, 1995        
          Director                           Date

     C. S. NICANDROS                    May 21, 1995        
          Director                           Date

       A. F. BRIMMER                    May 24, 1995        
          Director                           Date

       E. B. DU PONT                    May 24, 1995        
          Director                           Date

       C. M. HARPER                     May 24, 1995        
          Director                           Date

       W. K. REILLY                     May 24, 1995        
          Director                           Date

       H. R. SHARP, III                 May 24, 1995        
          Director                           Date

         C. M. VEST                     May 24, 1995        
          Director                           Date

<PAGE>

                           PAGE 15


DuPont Legal
Wilmington, DE  19898








                                   June 7, 1995




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 10,100,000 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 $198,517.25 
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
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 28810}]
{"company-data": {"conformed-name": "DUPONT E I DE NEMOURS & CO", "cik": "0000030554", "assigned-sic": "2820", "irs-number": "510014090", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-60037", "film-number": "95545532"}, "business-address": {"street1": "1007 MARKET ST", "city": "WILMINGTON", "state": "DE", "zip": "19898", "phone": "3027741000"}}
PAGE 1

                              Registration Statement No. 33-00000
  -----------------------------------------------------------------
  -----------------------------------------------------------------

                 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)
                           --------------

                   1995 CORPORATE SHARING PLAN OF
                E. I. DU PONT DE NEMOURS AND COMPANY
                      (FULL TITLE OF THE PLAN)

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

     CHARLES L. HENRY, 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 24, 1995
                           --------------

                   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 $.60
  par value           10,100,000   $57.00    $575,700,000  $198,517.25
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, 1994.

     (b)  DuPont's Quarterly Report on Form 10-Q for the 
          quarter ended March 31, 1995.

     (c)  DuPont's Current Reports on Form 8-K as filed on 
          January 25, 1995, and April 7, 13, 24 and 27, 1995.

     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 
June 7, 1995, 12,843 Shares of Common Stock of DuPont, including 
86,056 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 Option 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 Certificate of Incorporation, effective
               December 22, 1989, defining the rights of the 
               holders of DuPont Common Stock, incorporated by 
               reference to Exhibit 3.1 of DuPont's Annual Report 
               on Form 10-K for the year ended December 31, 1994

     4(b)      Terms and Conditions of 1995 Corporate Sharing Plan 

     5         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

                                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 June 7, 1995.

                              E. I. DU PONT DE NEMOURS AND COMPANY

                              By 
                                   /s/ Charles L. Henry
                                   -----------------------------
                                   Charles L. Henry, 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
                        (Principal Executive 
                         Officer)
J. A. Krol            Vice Chairman and 
                         Director
C. S. Nicandros       Vice Chairman and
                         Director      By
                                            /s/ Charles L. Henry
                                            -----------------------
                                            Charles L. Henry
A. F. Brimmer         Director              Senior Vice President-
E. B. du Pont         Director              DuPont Finance
C. M. Harper          Director              (Principal Financial 
W. K. Reilly          Director              and Accounting Officer
H. R. Sharp, III      Director              and Attorney-In-Fact
C. M. Vest            Director]             for bracketed
                                            individuals)
                                            (June 7, 1995)
                                                       
                                       By  
                                            /s/ Howard J. Rudge
                                            ----------------------
                                            Howard J. Rudge
                                            Senior Vice President
                                            and General Counsel -
                                            DuPont Legal
                                            (Attorney-In-Fact for
                                            bracketed individuals)
                                            (June 7, 1995)

     Powers of attorney authorizing C. L. Henry and H. 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 7

                          INDEX TO EXHIBITS

     Exhibit
     Number                     Description
     -------                    -----------
     4(a)      DuPont's Certificate of Incorporation, effective
               December 22, 1989, defining the rights of the 
               holders of DuPont Common Stock, incorporated by 
               reference to Exhibit 3.1 of DuPont's Annual Report 
               on Form 10-K for the year ended December 31, 1994

     4(b)      Terms and Conditions of 1995 Corporate Sharing Plan

     5         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 8

                                                  EXHIBIT 4(b)

         TERMS AND CONDITIONS OF 1995 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 
contained 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 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 date, or 
later.  If, however, your retirement, termination of 
employment due to divestiture or lack of work, or death occurs 
prior to that date, no such shares may be purchased and your 
option will terminate.

3.   Last 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
PAGE 9
  

d.   Three months after termination of your employment for 
     any reason other than for cause, your death, or 
     retirement pursuant to the provisions of the pension or 
     retirement plan or policy of a sharing plan company; 
     provided, however, that such stock options may continue 
     in effect to such extent and under such conditions as 
     the Compensation Committee may determine.

4.   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.

5.   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.

6.   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 option, 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 option 
shares issued pursuant to the exercise.  If payment is made 
through the sale of the option shares, the stock will be 
valued at the price received on the sale of the shares on the 
NYSE the trading 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,
PAGE 10 

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 
six trading days following the day your exercise is valued.

7.   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.

8.   Satisfying Withholding

     When withholding of national, social, and/or local taxes 
is required in a country, it will be done by selling option 
shares issued 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.

9.   Program Administration

     The decision of the Compensation and Benefits Committee 
with respect to any question arising as to the interpretation 
of the 1995 Corporate Sharing Plan as it affects these grants, 
including the severability of any and all of the provisions of 
the 1995 Corporate Sharing Plan, shall be final, conclusive 
and binding.

     No information pertaining to the application, operation 
or administration of this 1995 Corporate Sharing Plan will be 
made available unless the Compensation and Benefits Committee, 
in its sole discretion, shall make it available.

     Nothing in this 1995 Corporate Sharing Plan shall be 
deemed to give any employee, or any employee's legal 
representatives or assigns, any right to participate in the 
1995 Corporate Sharing Plan except to such extent, if any, as
PAGE 11

the Compensation and Benefits Committee may have determined or 
approved pursuant to the provisions of this 1995 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.

10.  Incorporation of 1995 Corporate Sharing Plan

     It is understood that in addition to the terms and 
conditions set forth above, which are fixed in accordance with 
the 1995 Corporate Sharing Plan, your grants are also subject 
to the other applicable provisions of the 1995 Corporate 
Sharing Plan.
PAGE 12

                                                     EXHIBIT 5

DUPONT

                              June 7, 1995

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 10,100,000 shares of E. I. du Pont de Nemours and 
Company (hereinafter called "the Company") $0.60 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

HJR/pat
PAGE 13

                                                  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 16, 1995, which appears on page 38 of the 1994 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, 1994.

 
Price Waterhouse LLP
30 South Seventeenth Street
Philadelphia, Pennsylvania  19103

June 5, 1995
PAGE 14

                                                       EXHIBIT 24

                          POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the person whose signature 
appears below constitutes and appoints (1) the Senior Vice 
President and General Counsel or any Vice President and Assistant 
General Counsel of E. I. du Pont de Nemours and Company 
(hereinafter referred to as the "Company"), and (2) the Senior Vice 
President - DuPont Finance, or any Vice President, DuPont Finance, 
jointly, in his or her name, place and stead, in any and all 
capacities, to execute and file, or cause to be filed, with the 
Securities and Exchange Commission, a Registration Statement on 
Form S-8 relating to DuPont common stock, $0.60 par value, offered 
under the Company's Corporate Sharing Plan, any and all amendments 
thereto (including post-effective amendments), and all matters 
required by the Commission in connection with such registration 
under the Securities Act of 1933, as amended, granting unto said 
attorneys-in-fact and agents full power and authority to do and 
perform each and every act and thing requisite and necessary to be 
done as fully to all intents and purposes as he or she might or 
could do in person, hereby ratifying and confirming all that said 
attorneys-in-fact and agents may lawfully do or cause to be done by 
virtue hereof.

     E. S. WOOLARD, JR.                 May 19, 1995        
          Director                           Date

         J. A. KROL                     May 24, 1995        
          Director                           Date

     C. S. NICANDROS                    May 21, 1995        
          Director                           Date

       A. F. BRIMMER                    May 24, 1995        
          Director                           Date

       E. B. DU PONT                    May 24, 1995        
          Director                           Date

       C. M. HARPER                     May 24, 1995        
          Director                           Date

       W. K. REILLY                     May 24, 1995        
          Director                           Date

       H. R. SHARP, III                 May 24, 1995        
          Director                           Date

         C. M. VEST                     May 24, 1995        
          Director                           Date
PAGE 15

DuPont Legal
Wilmington, DE  19898

                                   June 7, 1995

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 10,100,000 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 $198,517.25 
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