SECURITIES AND EXCHAGNE COMMISSION
                             Washington D.C. 20849

                                    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.)

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

                      PIONEER HI-BRED INTERNATIONAL, INC.
                                  SAVINGS PLAN
                            (Full title of the Plan)

                                  Susan Griggs
                     800 Cap[ital Square, 400 Locust Street
                             Des Moines, Iowa 50309
                                 (515) 248-4820

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

-----------------------------------------------------------------------------------------------
                        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(2)        offering price      registration fee
-------------------      -------------- ------------------  --------------      -----------------
Common Stock
<S>        <C>           <C>               <C>                 <C>                 <C>       
 Par value $1            2,000,000         $31.0625            $62,125,000         $18,370.00
-------------------------------------------------------------------------------------------------
</TABLE>

(1)  Pursuant to rule 416 (c) under the Securities act of 1933, this 
     registration statement also covers an indeterminate amount of interest to
     be offered or sold pursuant to the employee benefit plan described herein.
(2)  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 prices
     of the Common Stock of Piioneer Hi-Bred International, Inc. as reported on
     September 11, 1998 in the New York Stock Exchange.
<PAGE>


                                     PART I

              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
Section10(a) prospectus is omitted from this Registration Statement in 
accordance with Rute 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, 1997, filed pursuant to Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934;

          (ii)      The Pioneer Hi-Bred International, Inc. Savings Plan's 
     latest annual report, filed pursuant to section 13(a) or 15(d);

          (iii)     All Quarterly Reports and 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 Preferred Share Purchase Rights
     attached to Common Stock contained in the Company's Registration Statement
     on Form 8A/A-1 (Registration statement No. 001-11551), filed December 17,
     1996, as amended in the Company's Registration Statement on Form 8-A/A-2
     (Registration Statement No. 97672184), filed August 28, 1997, including
     any amendment or report filed for purposes of updating such description.

          All reports and other documents filed by the Company pursuant to
Section 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
offered hereunder have bben 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 susperseded 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.

<PAGE>

          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 Incorpoiration 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 adjuged liable on the basis that personal
benefit was improperly received.

The Act also permits advancement of expenses to a Doirector, 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 pprovisions 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 succesful
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
the 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."

<PAGE>

The key terms of the Bylaw provisions are the following:

     a)   The Company is reuired 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 the 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 of 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 asusme the
          defenses of the indemnitees, with counsel reasonably satisfactory
          to the indemnitee.  Indemnitee shall haave the right to employ its
          own counsel.  After the Company assumes defense, fees and expense of
          such counsel will be at the expense of the indemnitee unless 1)
          authorized by theCompany; 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;
     0)   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 reuire indemnifications 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
substantitve matters which presently are not covered or are covered in less
detail in the Bylaws, including the following:

First, each Indemnificatin Agreement requires that, at the time of any Change in
Control, as defined in the Indemnification Agreement, the Company will obtain at
its epxnes and maintain for the duration of the Indemnification Agreement an
<PAGE>

irrevocalbe 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 oblications 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 Inemnification 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 Indemnificatin 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 terminatin 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 arbtrators.  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 Indemnificatin 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
Comany 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. Savings 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, 1966
               (incorporated by reference to Exhibit 1 to the company's Form
               8A/A filed December 17, 1996, file No. 001-11551), as amended
               in the Company's Registration Statement on Form 8-A/A-2
               (Registration Statement No. 97672184 by reference to Exhibit 1),
               filed August 28, 1997, including any amendment or report filed
               for purposes of updating such description.
<PAGE>
4.5            Specimen of the Companh's Common Stock

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 Exhibits 5.1 hereto).

The Registrant hereby undertakes that the Plan and any amendment thereto will be
submitted to the Internal Revenue Service ("IRS") in a timely manner and all
changes required by the IRS in order to qualify the plan will be made.

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, reprsent a fundamental change in the information set
          forth in the Registration statement.
    
4.5            (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 (and each filing of an employees benefit plan's pursuant to Section
15(d0 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.


<PAGE>



                                   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 14th
day of September, 1998.

                                    PIONEER HI-BRED INTERNATIONAL, INC.
                                    Registrant



                            By:/s/ Jerry L. Chicoine
                                   Executive Vice President
                                      Chief Operating 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                       


/s/ Charles S. Johnson              Chairman, President,
Charles S. Johnson                  Chief Executive Officer
                                    and Director


/s/  Jerry L. Chicoine              Executive Vice President,
Jerry L. Chicoine                   Chief Operating Officer
                                    and Director


/s/  Brian G. Hart                  Vice President
Brian G. Hart                       and Chief Financial Officer


/s/  Duane A. Suess                 Corporate Controller
Duane A. Suess


/s/ Thomas N. Urban                 Director
Thomas N. Urban


/s/  Dr. Owen J. Newlin             Director
Dr. Owen J. Newlin


/s/  Nancy Y. Bekavac               Director
Nancy Y. Bekavac


/s/ C. Robert Brenton               Director
C. Robert Brenton


/s/  Charles O. (Chad) Holliday, Jr. Director
Chad Holliday


/s/  Fred S. Hubbell                Director
Fred S. Hubbell


/s/  Luiz Kaufmann                  Director
Luiz Kaufmann




<PAGE>


/s/  William F. (Bill) Kirk         Director
Bill Kirk

/s/  Dr. F. Warren McFarlan         Director
Dr. F. Warren McFarlan


/s/  Dr. Virginia Walbot            Director
Dr. Virginia Walbot


/s/  H. Scott Wallace               Director
H. Scott Wallace


/s/  Fred W. Weitz                  Director
Fred W. Weitz


/s/  Herman H.F. Wijffels           Director
Herman H.F. Wijffels


    Pursuant  to the  requirements  of the  Securities  Act of  1933,  the  Plan
Administrator  (Pioneer  Hi-Bred  International,   Inc.  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 September  14,
1998.


    By (Signature and Title) /s/ Charles S. Johnson
                             PIONEER HI-BRED INTERNATIONAL, INC.
                             Plan Administrator
                             Charles S. Johnson
                             Chief Executive Officer of 
                             Pioneer Hi-Bred International, Inc.
[{"type": "S-8", "sequence": "1", "description": "S-8 FILING", "secsgml_size_bytes": 26248}]
{"company-data": {"conformed-name": "PIONEER HI BRED INTERNATIONAL INC", "cik": "0000078716", "assigned-sic": "0100", "irs-number": "420470520", "state-of-incorporation": "IA", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63425", "film-number": "98709782"}, "business-address": {"street1": "700 CAPITAL SQ", "street2": "400 LOCUST ST", "city": "DES MOINES", "state": "IA", "zip": "50309", "phone": "5152453500"}, "mail-address": {"street1": "6800 PIONEER PKWY", "street2": "PO BOX 316", "city": "JOHNSTON", "state": "IA", "zip": "50131"}}
SECURITIES AND EXCHAGNE COMMISSION
                             Washington D.C. 20849

                                    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.)

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

                      PIONEER HI-BRED INTERNATIONAL, INC.
                                  SAVINGS PLAN
                            (Full title of the Plan)

                                  Susan Griggs
                     800 Cap[ital Square, 400 Locust Street
                             Des Moines, Iowa 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(2)        offering price      registration fee
-------------------      -------------- ------------------  --------------      -----------------
Common Stock
Par value $1            2,000,000         $31.0625            $62,125,000         $18,370.00
-------------------------------------------------------------------------------------------------
(1)  Pursuant to rule 416 (c) under the Securities act of 1933, this 
     registration statement also covers an indeterminate amount of interest to
     be offered or sold pursuant to the employee benefit plan described herein.
(2)  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 prices
     of the Common Stock of Piioneer Hi-Bred International, Inc. as reported on
     September 11, 1998 in the New York Stock Exchange.
PART I

              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
Section10(a) prospectus is omitted from this Registration Statement in 
accordance with Rute 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, 1997, filed pursuant to Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934;

          (ii)      The Pioneer Hi-Bred International, Inc. Savings Plan's 
     latest annual report, filed pursuant to section 13(a) or 15(d);

          (iii)     All Quarterly Reports and 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 Preferred Share Purchase Rights
     attached to Common Stock contained in the Company's Registration Statement
     on Form 8A/A-1 (Registration statement No. 001-11551), filed December 17,
     1996, as amended in the Company's Registration Statement on Form 8-A/A-2
     (Registration Statement No. 97672184), filed August 28, 1997, including
     any amendment or report filed for purposes of updating such description.

          All reports and other documents filed by the Company pursuant to
Section 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
offered hereunder have bben 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 susperseded 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 Incorpoiration 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 adjuged liable on the basis that personal
benefit was improperly received.

The Act also permits advancement of expenses to a Doirector, 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 pprovisions 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 succesful
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
the 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 provisions are the following:

     a)   The Company is reuired 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 the 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 of 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 asusme the
          defenses of the indemnitees, with counsel reasonably satisfactory
          to the indemnitee.  Indemnitee shall haave the right to employ its
          own counsel.  After the Company assumes defense, fees and expense of
          such counsel will be at the expense of the indemnitee unless 1)
          authorized by theCompany; 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;
     0)   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 reuire indemnifications 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
substantitve matters which presently are not covered or are covered in less
detail in the Bylaws, including the following:

First, each Indemnificatin Agreement requires that, at the time of any Change in
Control, as defined in the Indemnification Agreement, the Company will obtain at
its epxnes and maintain for the duration of the Indemnification Agreement an
irrevocalbe 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 oblications 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 Inemnification 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 Indemnificatin 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 terminatin 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 arbtrators.  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 Indemnificatin 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
Comany 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. Savings 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, 1966
               (incorporated by reference to Exhibit 1 to the company's Form
               8A/A filed December 17, 1996, file No. 001-11551), as amended
               in the Company's Registration Statement on Form 8-A/A-2
               (Registration Statement No. 97672184 by reference to Exhibit 1),
               filed August 28, 1997, including any amendment or report filed
               for purposes of updating such description.
4.5            Specimen of the Companh's Common Stock

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 Exhibits 5.1 hereto).

The Registrant hereby undertakes that the Plan and any amendment thereto will be
submitted to the Internal Revenue Service ("IRS") in a timely manner and all
changes required by the IRS in order to qualify the plan will be made.

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, reprsent a fundamental change in the information set
          forth in the Registration statement.
    
4.5            (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 (and each filing of an employees benefit plan's pursuant to Section
15(d0 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 14th
day of September, 1998.

                                    PIONEER HI-BRED INTERNATIONAL, INC.
                                    Registrant

                            By:/s/ Jerry L. Chicoine
                                   Executive Vice President
                                      Chief Operating 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                       

/s/ Charles S. Johnson              Chairman, President,
Charles S. Johnson                  Chief Executive Officer
                                    and Director

/s/  Jerry L. Chicoine              Executive Vice President,
Jerry L. Chicoine                   Chief Operating Officer
                                    and Director

/s/  Brian G. Hart                  Vice President
Brian G. Hart                       and Chief Financial Officer

/s/  Duane A. Suess                 Corporate Controller
Duane A. Suess

/s/ Thomas N. Urban                 Director
Thomas N. Urban

/s/  Dr. Owen J. Newlin             Director
Dr. Owen J. Newlin

/s/  Nancy Y. Bekavac               Director
Nancy Y. Bekavac

/s/ C. Robert Brenton               Director
C. Robert Brenton

/s/  Charles O. (Chad) Holliday, Jr. Director
Chad Holliday

/s/  Fred S. Hubbell                Director
Fred S. Hubbell

/s/  Luiz Kaufmann                  Director
Luiz Kaufmann
/s/  William F. (Bill) Kirk         Director
Bill Kirk

/s/  Dr. F. Warren McFarlan         Director
Dr. F. Warren McFarlan

/s/  Dr. Virginia Walbot            Director
Dr. Virginia Walbot

/s/  H. Scott Wallace               Director
H. Scott Wallace

/s/  Fred W. Weitz                  Director
Fred W. Weitz

/s/  Herman H.F. Wijffels           Director
Herman H.F. Wijffels

    Pursuant  to the  requirements  of the  Securities  Act of  1933,  the  Plan
Administrator  (Pioneer  Hi-Bred  International,   Inc.  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 September  14,
1998.

    By (Signature and Title) /s/ Charles S. Johnson
                             PIONEER HI-BRED INTERNATIONAL, INC.
                             Plan Administrator
                             Charles S. Johnson
                             Chief Executive Officer of 
                             Pioneer Hi-Bred International, Inc.