SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

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

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

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

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

-----------------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------

                                          Proposed          Proposed
                                           Maximum          Maximum
     Title of         Amount to be     offering price      aggregate        Amount of
    securities                               per
 to be registered    registered (1)         share        offering price  registration fee
------------------------------------------------------------------------------------------
  <S>                   <C>            <C>               <C>                <C>
  Common Stock
  Par value $1          25,000         $67.25 (2)       $1,681,250        $509.47
------------------------------------------------------------------------------------------
 (1)There  is also  being  registered  hereunder  such  additional  undetermined
    number of shares of Common  Stock which may be issued from time to time as a
    result of the anti-dulution provisions of the Plans.
 (2)Estimated  solely  for  purposes  of  calculation  of the  registration  fee
    pursuant  to Rule  457(h) and based on the average of the high and low sales
    prices  of the  Common  Stock of  Pioneer  Hi-Bred  International,  Inc.  as
    reported on December 16, 1996 on the New York Stock Exchange.
</TABLE>


<PAGE>



                                  INTRODUCTION

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

                                     PART 1

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

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

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

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

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

               (i) The  Company's  latest  annual  report on Form  10K,  for the
        fiscal year ended August 31, 1996,  filed  pursuant to Section  13(a) or
        15(d) of the Securities Exchange Act of 1934;

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

               (iii) 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

               (iv) 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,  including any amendment or report filed for purposes
        of updating such description.




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


<PAGE>


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

Item 4. Description of Securities.

               Not applicable.

Item 5. Interests of Named Experts and Counsel.

               None.

Item 6.  Indemnification of Directors and Officers.

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

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

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

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


<PAGE>


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

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

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

The key terms of the Bylaw provision are the following:

a)   The Company is required to indemnify officers,  directors and employees for
     expenses and liabilities by reason of the fact that such person is or was a
     director,  officer or employee of the Company or while a director,  officer
     or employee of the Company was serving for another entity at the request or
     with approval of the Company to the fullest extent  permitted by law as the
     law exists or may  thereafter  be amended  (but only to the extent  greater
     protection is  permitted).  The provision  does limit  indemnification  for
     proceedings  initiated by the indemnitee,  except with Company consent,  to
     enforce the indemnification provision;
b)   Mandatory expense  advancement is provided upon a promise to repay if it is
     later determined that the person was not entitled to indemnification;
c)   The following make determinations as to whether the applicable standard was
     met: 1) the board of directors by majority  vote of a quorum  consisting of
     directors not at the time parties to the proceeding , 2) if a quorum cannot
     be obtained,  a committee  duly  designated by the board of  directors,  in
     which  designation  directors who are parties may  participate,  consisting
     solely of two or more directors not at the time parties to the  proceeding,
     3) special legal counsel or 4) the shareholders;
d)   Partial  indemnification  is provided if some but not all  liabilities  and
     expenses are entitled to indemnification;
e)   Company consent to settlement is required;
f)   An  individual  may bring suit to enforce the Bylaw  provisions if they are
     not paid within 60 days after a written claim;
g)   The  rights  under  the  Bylaws  are   nonexclusive   of  other  rights  to
     indemnification;
h)   The Company is authorized  to set up trusts for payment of  indemnification
     (the Company does not currently anticipate setting up such a trust);
i)   The Company is authorized to provide  insurance (the Company  currently has
     insurance);
j)   The  right  to   indemnification  is  contractual  and  cannot  be  amended
     retroactively;
k)   Indemnification is provided for suits to enforce the contractual rights;
l)   The Company is provided subrogation rights;
m)   The potential indemnitee must provide notice of proceedings;

<PAGE>


n)   The  Company  is  entitled  to  participate  in any suit or to  assume  the
     defenses of the indemnitees,  with counsel  reasonably  satisfactory to the
     indemnitee.  Indemnitee  shall  have the right to employ  its own  counsel.
     After the Company assumes  defense,  fees and expenses of such counsel will
     be at the expense of the indemnitee unless 1) authorized by the Company; 2)
     the  Company  has not  employed  counsel  or cannot in good  faith  without
     conflict  assume the defense of indemnitee;  or 3) the counsel  selected by
     the Company does not in fact assume the defense;
o)   The Company may, by Board of Directors resolution,  provide indemnification
     to  officers,  directors  or  employees  of other  entities  not  otherwise
     provided  indemnification  by the Bylaws.  The Company is  reviewing  which
     officers,  directors and employees of its affiliates it may want to provide
     indemnification protection;
p)   Indemnification  and advancements are provided to an indemnitee for serving
     as a witness; and
q)   Directors,  officers or employees are provided the protection  stated above
     for serving employee benefit plans.

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

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

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

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

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

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


<PAGE>


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

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

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

Item 7. Exemption from Registration Claimed.

               Not applicable.

Item 8. Exhibits.

Exhibit No.      Description

4.1              Pioneer Hi-Bred International, Inc. Directors' Restricted Stock
                 Plan.

4.2              Articles  of  Incorporation  of  the  Company,   as
                 amended,  as presently in effect  (incorporated  by
                 reference to Exhibit 4.3 of the Company's  Form S-8
                 Registration Statement, filed July 26, 1996, file No.
                 333-08297).
 .

4.3              Bylaws of the Company, as amended, as presently in effect.
                 (incorporated by reference to Exhibit 4.3 of the Company's Form
                 S-8 Registration Statement, filed July 26, 1996, file No.
                 333-08297).

4.4              Amended and Restated Rights Agreement dated December 13, 1996
                 (incorporated by reference to Exhibit 1 to the Company's Form
                 8A/A filed December 17, 1996, file No. 001-11551).

4.5              Specimen   of   the    Company's    Common    Stock
                 (incorporated  by  reference  to Exhibit 4.3 of the
                 Company's Form S-8  Registration  Statement,  filed
                 July 26, 1996, file No. 333-08297).

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

23.1             Consent of Independent Auditors.

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



<PAGE>



Item 9. Undertakings.

        (a)    The undersigned Registrant hereby undertakes:

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

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

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

                      (iii) To include any material  information with respect to
        the plan of distribution  not previously  disclosed in the  Registration
        Statement or any material change to such information in the Registration
        Statement;  provided,  however,  that paragraphs (a) (1) (i) and (a) (1)
        (ii) do not  apply  if the  information  required  to be  included  in a
        post-effective  amendment by those  paragraphs  in contained in periodic
        reports filed by the Registrant  pursuant to Section 13 or Section 15(d)
        of  the  Exchange  Act  that  are   incorporated  by  reference  in  the
        Registration Statement.

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

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

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

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


<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 18th
day of December, 1996.

                                    PIONEER HI-BRED INTERNATIONAL, INC.
                                    Registrant



                                    By: /s/ Jerry L. Chicoine
                                    --------------------------------------------
                                            Jerry L. Chicoine
                                            Senior Vice President
                                            Chief Financial Officer & Secretary



<PAGE>
               Pursuant to the  requirements of the Securities Act of 1933, this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature                           Title                                              Date
<S>                                 <C>                                         <C>
/s/Charles S. Johnson               
--------------------------
   Charles S. Johnson               President
                                    and Chief Executive Officer/Director        December 19, 1996

/s/ Jerry L Chicoine               
---------------------------
    Jerry L. Chicoine               Senior Vice President
                                    and Chief Financial Officer                 December 19, 1996

/s/ Brian G. Hart                  
---------------------------
    Brian G. Hart                   Vice President
                                    and Corporate Controller                    December 19, 1996

/s/ Thomas N. Urban                 
---------------------------
    Thomas N. Urban                 Director                                    December 19, 1996


/s/ Dr. Owen J. Newlin              
---------------------------
    Dr. Owen J. Newlin              Director                                    December 19, 1996


/s/ Nancy Y. Bekavac                
----------------------------
    Nancy Y. Bekavac                Director                                    December 19, 1996


/s/ C. Robert Brenton               
----------------------------
    C. Robert Brenton               Director                                    December 19, 1996


/s/ Dr. Pedro M. Cuatrecasas        
----------------------------
    Dr. Pedro M. Cuatrecasas        Director                                    December 19, 1996


/s/ Fred S. Hubbell                 
----------------------------
    Fred S. Hubbell                 Director                                    December 19, 1996


/s/ Luiz Kaufmann                   
----------------------------
    Luiz Kaufmann                   Director                                    December 19, 1996


/s/ Dr. F. Warren McFarlan          
----------------------------
    Dr. F. Warren McFarlan          Director                                    December 19, 1996


/s/ Dr. Virginia Walbot             
----------------------------
    Dr. Virginia Walbot             Director                                    December 19, 1996


/s/ H. Scott Wallace                
----------------------------
    H. Scott Wallace                Director                                    December 19, 1996


/s/ Fred W. Weitz                   
----------------------------
    Fred W. Weitz                   Director                                    December 19, 1996


/s/ Herman H.F. Wijffels            
-----------------------------
    Herman H.F. Wijffels            Director                                    December 19, 1996
</TABLE>
<PAGE>



    Pioneer Hi-Bred International, Inc.
    400 Locust Street
    700 Capital Square
    Des Moines, IA  50309

       Re:  Registration Statement on Form S-8 for 25,000 Shares of Common Stock

Ladies and Gentlemen:

        I  have   examined   the   Registration   Statement  on  Form  S-8  (the
"Registration  Statement") to be filed by Pioneer Hi-Bred International Inc., an
Iowa corporation (the "Company"), with the Securities and Exchange Commission in
connection  with the  registration  under the Securities Act of 1933, as amended
(the  "Securities  Act"),  of 25,000 shares of the Company's  Common Stock,  par
value $1 per share (the "Common Stock"), reserved for issuance under the Pioneer
Hi-Bred International, Inc. Director Stock Program (the "Plan").

        As Corporate  Counsel for the  Company,  I have  examined the  Company's
Certificate  of  Incorporation  and Bylaws and the records of certain  corporate
proceedings and actions taken by the Company in connection with the Plan.

        Based upon the  foregoing and in reliance  thereon,  I am of the opinion
that the shares of Common Stock being offered under the Plans,  when issued,  in
accordance with the provisions of the plans, will be validly issued,  fully paid
and nonassessable.

        I hereby  consent  to the  filing of this  opinion  as an exhibit to the
Registration Statement.


                                            /s/ William J. DeMeulenaere
                                            ---------------------------
                                                William J. DeMeulenaere





<PAGE>



                          INDEPENDENT AUDITORS CONCENT

The Board of Directors
Pioneer Hi-Bred International, Inc.

We consent to the use of our reports incorporated herein by reference.



                                                   /s/ KPMG Peat Marwick
                                                   ---------------------
Des Moines, Iowa                                       KPMG Peat Marwick
December 18, 1996


<PAGE>


                       PIONEER HI-BRED INTERNATIONAL, INC.

                        DIRECTORS' RESTRICTED STOCK PLAN


SECTION 1.  ESTABLISHMENT AND PURPOSE

        1.1    Establishment.  Pioneer Hi-Bred International,  Inc. hereby

establishes a stock  reward plan  for eligible  Directors,  as described herein,
which shall be known as  the  PIONEER HI-BRED  INTERNATIONAL,   INC.  DIRECTORS'
RESTRICTED  STOCK  PLAN  (hereinafter  called  the "Plan").

        1.2  Purpose.  The  purpose  of this Plan is to align the  interests  of
Directors with the long-term interest of shareholders  through the ownership and
retention of Company stock.

SECTION 2.  DEFINITIONS

Whenever  used  herein,  the  following  terms shall have the meanings set forth
below:

               (a)    "Board" means the Board of Directors of Pioneer  Hi-Bred
International, Inc.
               (b)  "Change  in  Control"  means  (i) the  acquisition,  whether
directly,  indirectly,  beneficially  (within  the  meaning of Rule 13d-3 of the
Securities and Exchange Act of 1934, as amended (the "1934 Act")), or of record,
of securities of Pioneer Hi-Bred  International,  Inc. representing  twenty-five
percent  (25%) or more in  number of any  class of its then  outstanding  voting
securities by any "person" (within the meaning of Sections 13(d) and 14(d)(2) of
the 1934 Act),  including any corporation or group of associated  persons action
in concert,  other than (A) the Company and/or (B) any employee  pension benefit
plan  (within  the meaning of Section  3(2) of the  Employee  Retirement  Income
Security Act of 1974, as amended) of the Company,  including a trust established
pursuant to any such plan, or (ii) the  nomination  and election of  twenty-five
percent  (25%) or more of the members of the Board of  Directors  of the Company
without  recommendation  of such Board of Directors.  The ownership of record of
25% or more in number of any class of the then outstanding  voting securities of
the  Company  by a person  engaged  in the  business  of acting as  nominee  for
unrelated beneficial owners shall not in and of itself be deemed to constitute a
Change in Control.
               (c)    "Committee"  means  the  Compensation  Committee  of  the
Board  or any successor Committee.
               (d)    "Company"   means  Pioneer  Hi-Bred  International, Inc.,
an  Iowa corporation.
               (e) "Fair Market Value" of a share of Common Stock of the Company
shall mean the average of the highest and lowest selling prices.
               (f)    "Participant" means those Directors eligible under Section
4.
               (g)    "Plan"  means  the  Pioneer  Hi-Bred   International, Inc.
Directors' Restricted Stock Plan, as amended from time to time.
               (h)    "Restricted  Stock" means  the  common stock,  $1.00  par
value, of  Pioneer  Hi-Bred  International, Inc. which  is  issued  or  granted
pursuant to the Plan.
               (i)    "Shares"  means  the  common  stock, $1 par  value, of the
Company.

SECTION 3.  ADMINISTRATION

        3.1 Administration. The Plan shall be administered by the Committee. The
Committee  shall have  authority to make all  determinations  required under the
Plan,  to interpret  the Plan,  to decide  questions of facts  arising under the
Plan, to formulate rules and regulations  covering the operation of the Plan and
to make all other determinations necessary or desirable in the administration of
the  Plan.  The  decisions  of the  Committee  on any  questions  concerning  or
involving the  interpretation  or  administration of the Plan shall be final and
conclusive.

SECTION 4.  ELIGIBILITY

To be eligible to participate  in the Plan an individual  must be a non-employee
Director of the Company.

SECTION 5.  GRANT

The Program shall be operated according to the procedures set forth below:

               (a) Eligible Cash Compensation.  A Participant may elect to defer
all or any  part of the  annual  retainer  compensation  and  regular  quarterly
meeting fees otherwise expected to be payable for services to be rendered by the
Participant  for serving on the Board of Directors (the "Board") from January 1,
1997 through  December 31, 1999 (such  payments  collectively  to be referred to
herein as the "Director's Fee") and to receive in lieu thereof Restricted Stock.

               (b)  Election  to   Participant.   A   Participant   shall  elect
participation  in the Program  pursuant to an  irrevocable  election  before the
services are rendered giving rise to the payment of the Director's Fee.

               (c) Duration of Restriction. Subject to the provisions of Article
III,  the  Restricted  Stock  issued to a  Participant  shall be  subject to the
restrictions of the Program until December 31, 1999.

               (d) Calculation of Restricted  Stock.  The Restricted Stock which
shall be issued to a Participant in lieu of payment of a Director's Fee shall be
derived by dividing the amount of the  Participant's  Director's  Fee  otherwise
expected  to be  payable to the  Participant  prior to January 1, 2000 but after
December 31, 1996,  plus an  additional  five percent  (5%),  by the Fair Market
Value of a Share on December  31, 1996;  provided,  however,  for a  Participant
first  elected to the Board after  January 1, 1997,  the Fair Market  Value of a
Share shall be determined on December 31 immediately preceding the Participant's
participation in the Program.  There will be no fractional shares. The number of
shares  granted will be the number of shares derived above rounded up or down to
the nearest whole number.


<PAGE>



SECTION 6.  STOCK SUBJECT TO THE PLAN

        6.1 Number.  The total  number of Shares  that may be granted  under the
Plan shall not exceed 25,000.  These Shares may consist, in whole or in part, of
authorized but unissued  Shares or Shares  reacquired by the Company,  including
without  limitation,  Shares purchased in the open market,  and not reserved for
any other purpose.

        6.2 Reacquired  Shares.  If, at any time,  Shares issued pursuant to the
Plan  shall  have  been  reacquired  by  the  Company  in  connection  with  the
restrictions  herein imposed on such shares,  such reacquired Shares again shall
become  available  for  issuance  under  the  Plan  at  any  time  prior  to its
termination.

        6.3  Adjustment  in  Capitalization.  In the event of any  change in the
outstanding  Shares of the Company by reason of a stock  dividend,  stock split,
recapitalization,  merger, consolidation,  combination, or exchange of shares or
other similar corporate change, the aggregate number and kind of Shares issuable
under  this  Plan  shall  be  appropriately  adjusted  by the  Committee,  whose
determination shall be conclusive.

SECTION 7. SHARES OF RESTRICTED STOCK

        7.1    Grant  of  Shares  of  Restricted  Stock.  Awards  of Restricted
Stock  to  Participants shall be  granted  under  an  irrevocable  election  by
Participants.

        7.2  Transferability.  The  shares  of  Restricted  Stock  granted  to a
Participant  may not be  sold,  transferred,  pledged,  assigned,  or  otherwise
alienated or  hypothecated  as long as the shares are subject to  forfeiture  or
other conditions as provided in the Plan.

         7.3   Removal of Restrictions.

         (A)   Vesting of Restricted Stock.
                      (i) Unless  earlier  forfeited,  as to  a number of shares
of Restricted Stock derived by dividing one by the number of years of Director's
Fee  representative  of  the  annual  retainer   compensation  deferred  by  the
Participant,  the restrictions applicable to the Restricted Stock issued for the
benefit of the Participant  shall lapse and the Participant shall be entitled to
the delivery of a stock  certificate  or  certificates  on December 31st of each
year if Participant is then a Director of the Company.

                      (ii) Unless earlier  forfeited, as to one-twelfth (or such
applicable  fraction  to reflect the  deferral)  of shares of  Restricted  Stock
representative  of the regular  quarterly  meeting  fees of the  Director's  Fee
deferred by the Participant, the restrictions applicable to the Restricted Stock
issued for the benefit of the  Participant  shall lapse upon the occurrence of a
regular quarterly meeting and attendance by the Participant, and the Participant
shall be entitled to the delivery of a stock  certificate  or  certificates  for
such  shares;  provided,   however,  the  Company  will  not,  unless  otherwise
requested, issue such certificate(s) until December 31st of each year.


<PAGE>



                      (iii)  Unless  earlier  forfeited, as to a prorata  number
of shares of Restricted  Stock which would  otherwise vest in a calendar year of
the Program pursuant to Article III (A)(i) or (ii), the restrictions  applicable
to the Restricted  Stock issued for the benefit of the  Participant  shall lapse
and the Participant  shall be entitled to the delivery of a stock certificate or
certificates upon the occurrence of any of the following:

                   (a)     The date of the Participant's death or disability;

                   (b)     The end of the Participant's term for which elected,
                           if not then re-elected;

                   (c)     Upon the mandatory retirement of the Participant from
                           the Board; or

                   (d)     Upon the occurrence of a Change in Control.

        (B)  Forfeiture of Restricted  Stock.  Except as to shares of Restricted
Stock earlier vested,  the Restricted  Stock issued to the Participant  shall be
entirely forfeited if:

                        (i) The Participant resigns (other than  by  reason of
disability)   or  is  dismissed   for  cause  from  the  Board  during  the
Participant's elected term; or


                        (ii) The Participant  refuses to stand for an  election
to the Board after having been nominated by the Board; or

                        (iii) As to one-twelfth  of  the  shares of  Restricted 
Stock awarded to a Participant  representative of regular quarterly meeting fees
multiplied by the number of regular  quarterly  meetings of the Board unattended
by the Participant  occurring in the preceding calendar year shall be identified
and forfeited on December 31 of each year.

For purposes of Section 7.3 (B)(i) above,  a Participant  shall be considered to
have been  dismissed for cause if, and only if, the  Participant is dismissed on
account  of any  act of  (a)  fraud  or  intentional  misrepresentation,  or (b)
embezzlement,  misappropriation  or conversion of assets or opportunities of the
Company or any direct or indirect majority-owned subsidiary of the Company.

        7.4  Legends  and   Escrow.   In  addition  to  any  other   legends  or
restrictions,  the  Company  specifically  reserves  the  right to place on each
certificate  or  account  representing  shares of  Restricted  Stock a legend as
follows:


<PAGE>



               "The sales or other  transfer of shares of stock  represented  by
        this  certificate  (account),  whether  voluntary,  involuntary,  or  by
        operation  of law,  is  subject  to the  restrictions  on  transfer  and
        forfeiture conditions (which include the satisfaction of certain service
        requirements)  set  forth in the  Pioneer  Hi-Bred  International,  Inc.
        Directors'  Restricted Stock Plan. A copy of such plan and agreement may
        be inspected at the offices of the Secretary of the Company."

All  shares of  Restricted  Stock  shall be held by the  Committee  in escrow on
behalf of the Participant awarded such shares, together with a Power of Attorney
executed  by  the  Participant,  in  form  satisfactory  to  the  Committee  and
authorizing  the Company to transfer  such shares as provided in the  Restricted
Stock  Agreement,  until such time as all  restrictions  imposed on such  shares
pursuant to the Plan and the  Restricted  Stock  Agreement  have expired or been
earlier terminated.

        7.5 Waiver at the Committee's Discretion. Notwithstanding the above, the
Committee also may waive all  restrictions on shares of Restricted  Stock at any
time,  in its sole  discretion.  The  shares  released  from  such  restrictions
pursuant to this  Section 7.5  thereafter  shall be freely  transferable  by the
Participant, subject to any applicable legal requirements.

        7.6    Voting Rights.  For shares not forfeited, Participants shall have
full voting rights with respect to shares of Restricted Stock.

        7.7 Dividend Rights.  For shares not forfeited,  except as the Committee
may otherwise  determine,  Participants shall have full dividend rights with any
such  dividends  being paid  currently.  If all or part of a dividend is paid in
shares of stock,  the dividend shares shall be subject to the same  restrictions
on  transferability as the shares of Restricted Stock that are the basis for the
dividend.

SECTION 8.  AMENDMENT AND TERMINATION

        8.1    Amendment.  This Plan may be amended by the Board.

        8.2    Termination. The Company reserves the right to terminate the Plan
at any time by action of the Board.

        8.3 Existing  Restrictions.  Neither  amendment nor  termination of this
Plan shall affect any shares  previously  issued or any restrictions  previously
issued or any  restrictions  previously  imposed on such shares pursuant to this
Plan.

SECTION 9 - MISCELLANEOUS

        9.1    No  Contract  of  Employment.  Nothing  in  this  Plan  shall be
construed  as a contract  of Board representation between the  Company and  any
Participant.

        9.2  Severability.  If any provision of this Plan is held to be illegal,
invalid, or unenforceable, such illegality, invalidity or unenforceability shall
not affect the remaining  provisions of this Plan, and such  provision  shall be
construed and enforced as if such illegal,  invalid, or unenforceable  provision
had never been inserted.


<PAGE>



        9.3    Governing  Law.  This Plan shall be  governed  by the laws of the
State of Iowa without reference to the principles of conflict of laws therein.

                                            PIONEER HI-BRED INTERNATIONAL, INC.



                                            By:/s/ Charles S. Johnson
                                               ----------------------
                                                   Charles S. Johnson
                                                   President and CEO


/s/ Jerry L. Chicoine
---------------------
Jerry L. Chicoine
Secretary
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 44207}]
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SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

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

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

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

                     (Name and address of agent for service)
                     (Telephone number, including area code,
                           name of agent for service)
-----------------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------

                                          Proposed          Proposed
                                           Maximum          Maximum
     Title of         Amount to be     offering price      aggregate        Amount of
    securities                               per
 to be registered    registered (1)         share        offering price  registration fee
------------------------------------------------------------------------------------------
Common Stock
  Par value $1          25,000         $67.25 (2)       $1,681,250        $509.47
------------------------------------------------------------------------------------------
 (1)There  is also  being  registered  hereunder  such  additional  undetermined
    number of shares of Common  Stock which may be issued from time to time as a
    result of the anti-dulution provisions of the Plans.
 (2)Estimated  solely  for  purposes  of  calculation  of the  registration  fee
    pursuant  to Rule  457(h) and based on the average of the high and low sales
    prices  of the  Common  Stock of  Pioneer  Hi-Bred  International,  Inc.  as
    reported on December 16, 1996 on the New York Stock Exchange.
INTRODUCTION

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

                                     PART 1

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

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

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

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

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

               (i) The  Company's  latest  annual  report on Form  10K,  for the
        fiscal year ended August 31, 1996,  filed  pursuant to Section  13(a) or
        15(d) of the Securities Exchange Act of 1934;

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

               (iii) 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

               (iv) 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,  including any amendment or report filed for purposes
        of updating such description.

               All reports and other documents filed by the Company  pursuant to
Sections 13(a),  13(c), 14 or 15(d) of the Securities  Exchange Act of 1934 (the
"Exchange Act") subsequent to the date of this Registration  Statement and Prior
to the filing of a  post-effective  amendment  hereto which  indicates  that all
securities  offered hereunder have been sold or which deregisters all securities
then remaining  unsold,  shall be deemed to be incorporated by reference  herein
and to be a part hereof from the date of filing of such documents.
For  purposes  of  this  Registration  Statement,  any  statement
contained  in a document  incorporated  or deemed to be  incorporated  herein by
reference  shall be deemed to be  modified  or  superseded  to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also  is or is  deemed  to be  incorporated  herein  by  reference  modifies  or
supersedes  such  statement  in such  document.  Any  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

Item 4. Description of Securities.

               Not applicable.

Item 5. Interests of Named Experts and Counsel.

               None.

Item 6.  Indemnification of Directors and Officers.

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

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

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

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

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

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

The key terms of the Bylaw provision are the following:

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

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

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

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

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

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

Third,  the  Indemnification  Agreement does not terminate until the later of 10
years  after  the  person  ceases  to  serve in a  capacity  covered  under  the
Indemnification  Agreement or termination of all proceedings in respect to which
the officer or director is granted the right of indemnification.
Fourth,  the  Indemnification  Agreement  explicitly states that all dismissals,
with or without  prejudice,  shall be deemed successful  defenses if there is no
finding indemnitee did not act in good faith.

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

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

Item 7. Exemption from Registration Claimed.

               Not applicable.

Item 8. Exhibits.

Exhibit No.      Description

4.1              Pioneer Hi-Bred International, Inc. Directors' Restricted Stock
                 Plan.

4.2              Articles  of  Incorporation  of  the  Company,   as
                 amended,  as presently in effect  (incorporated  by
                 reference to Exhibit 4.3 of the Company's  Form S-8
                 Registration Statement, filed July 26, 1996, file No.
                 333-08297).
 .

4.3              Bylaws of the Company, as amended, as presently in effect.
                 (incorporated by reference to Exhibit 4.3 of the Company's Form
                 S-8 Registration Statement, filed July 26, 1996, file No.
                 333-08297).

4.4              Amended and Restated Rights Agreement dated December 13, 1996
                 (incorporated by reference to Exhibit 1 to the Company's Form
                 8A/A filed December 17, 1996, file No. 001-11551).

4.5              Specimen   of   the    Company's    Common    Stock
                 (incorporated  by  reference  to Exhibit 4.3 of the
                 Company's Form S-8  Registration  Statement,  filed
                 July 26, 1996, file No. 333-08297).

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

23.1             Consent of Independent Auditors.

23.2             Consent of Legal Counsel (included in Exhibit 5.1 hereto).
Item 9. Undertakings.

        (a)    The undersigned Registrant hereby undertakes:

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

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

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

                      (iii) To include any material  information with respect to
        the plan of distribution  not previously  disclosed in the  Registration
        Statement or any material change to such information in the Registration
        Statement;  provided,  however,  that paragraphs (a) (1) (i) and (a) (1)
        (ii) do not  apply  if the  information  required  to be  included  in a
        post-effective  amendment by those  paragraphs  in contained in periodic
        reports filed by the Registrant  pursuant to Section 13 or Section 15(d)
        of  the  Exchange  Act  that  are   incorporated  by  reference  in  the
        Registration Statement.

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

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

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

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

               The  Registrant.  Pursuant to the  requirements of the Securities
Act of 1933, the Registrant  certifies that it has reasonable grounds to believe
that it meets all of the  requirement for filing on Form S-8 and has duly caused
this  Registration  Statement  to be  signed on its  behalf by the  undersigned,
thereunto duly authorized,  in the City of Des Moines, State of Iowa on the 18th
day of December, 1996.

                                    PIONEER HI-BRED INTERNATIONAL, INC.
                                    Registrant

                                    By: /s/ Jerry L. Chicoine
                                    --------------------------------------------
                                            Jerry L. Chicoine
                                            Senior Vice President
                                            Chief Financial Officer & Secretary
Pursuant to the  requirements of the Securities Act of 1933, this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                           Title                                              Date
/s/Charles S. Johnson               
--------------------------
   Charles S. Johnson               President
                                    and Chief Executive Officer/Director        December 19, 1996

/s/ Jerry L Chicoine               
---------------------------
    Jerry L. Chicoine               Senior Vice President
                                    and Chief Financial Officer                 December 19, 1996

/s/ Brian G. Hart                  
---------------------------
    Brian G. Hart                   Vice President
                                    and Corporate Controller                    December 19, 1996

/s/ Thomas N. Urban                 
---------------------------
    Thomas N. Urban                 Director                                    December 19, 1996

/s/ Dr. Owen J. Newlin              
---------------------------
    Dr. Owen J. Newlin              Director                                    December 19, 1996

/s/ Nancy Y. Bekavac                
----------------------------
    Nancy Y. Bekavac                Director                                    December 19, 1996

/s/ C. Robert Brenton               
----------------------------
    C. Robert Brenton               Director                                    December 19, 1996

/s/ Dr. Pedro M. Cuatrecasas        
----------------------------
    Dr. Pedro M. Cuatrecasas        Director                                    December 19, 1996

/s/ Fred S. Hubbell                 
----------------------------
    Fred S. Hubbell                 Director                                    December 19, 1996

/s/ Luiz Kaufmann                   
----------------------------
    Luiz Kaufmann                   Director                                    December 19, 1996

/s/ Dr. F. Warren McFarlan          
----------------------------
    Dr. F. Warren McFarlan          Director                                    December 19, 1996

/s/ Dr. Virginia Walbot             
----------------------------
    Dr. Virginia Walbot             Director                                    December 19, 1996

/s/ H. Scott Wallace                
----------------------------
    H. Scott Wallace                Director                                    December 19, 1996

/s/ Fred W. Weitz                   
----------------------------
    Fred W. Weitz                   Director                                    December 19, 1996

/s/ Herman H.F. Wijffels            
-----------------------------
    Herman H.F. Wijffels            Director                                    December 19, 1996
Pioneer Hi-Bred International, Inc.
    400 Locust Street
    700 Capital Square
    Des Moines, IA  50309

       Re:  Registration Statement on Form S-8 for 25,000 Shares of Common Stock

Ladies and Gentlemen:

        I  have   examined   the   Registration   Statement  on  Form  S-8  (the
"Registration  Statement") to be filed by Pioneer Hi-Bred International Inc., an
Iowa corporation (the "Company"), with the Securities and Exchange Commission in
connection  with the  registration  under the Securities Act of 1933, as amended
(the  "Securities  Act"),  of 25,000 shares of the Company's  Common Stock,  par
value $1 per share (the "Common Stock"), reserved for issuance under the Pioneer
Hi-Bred International, Inc. Director Stock Program (the "Plan").

        As Corporate  Counsel for the  Company,  I have  examined the  Company's
Certificate  of  Incorporation  and Bylaws and the records of certain  corporate
proceedings and actions taken by the Company in connection with the Plan.

        Based upon the  foregoing and in reliance  thereon,  I am of the opinion
that the shares of Common Stock being offered under the Plans,  when issued,  in
accordance with the provisions of the plans, will be validly issued,  fully paid
and nonassessable.

        I hereby  consent  to the  filing of this  opinion  as an exhibit to the
Registration Statement.

                                            /s/ William J. DeMeulenaere
                                            ---------------------------
                                                William J. DeMeulenaere
INDEPENDENT AUDITORS CONCENT

The Board of Directors
Pioneer Hi-Bred International, Inc.

We consent to the use of our reports incorporated herein by reference.

                                                   /s/ KPMG Peat Marwick
                                                   ---------------------
Des Moines, Iowa                                       KPMG Peat Marwick
December 18, 1996
PIONEER HI-BRED INTERNATIONAL, INC.

                        DIRECTORS' RESTRICTED STOCK PLAN

SECTION 1.  ESTABLISHMENT AND PURPOSE

        1.1    Establishment.  Pioneer Hi-Bred International,  Inc. hereby

establishes a stock  reward plan  for eligible  Directors,  as described herein,
which shall be known as  the  PIONEER HI-BRED  INTERNATIONAL,   INC.  DIRECTORS'
RESTRICTED  STOCK  PLAN  (hereinafter  called  the "Plan").

        1.2  Purpose.  The  purpose  of this Plan is to align the  interests  of
Directors with the long-term interest of shareholders  through the ownership and
retention of Company stock.

SECTION 2.  DEFINITIONS

Whenever  used  herein,  the  following  terms shall have the meanings set forth
below:

               (a)    "Board" means the Board of Directors of Pioneer  Hi-Bred
International, Inc.
               (b)  "Change  in  Control"  means  (i) the  acquisition,  whether
directly,  indirectly,  beneficially  (within  the  meaning of Rule 13d-3 of the
Securities and Exchange Act of 1934, as amended (the "1934 Act")), or of record,
of securities of Pioneer Hi-Bred  International,  Inc. representing  twenty-five
percent  (25%) or more in  number of any  class of its then  outstanding  voting
securities by any "person" (within the meaning of Sections 13(d) and 14(d)(2) of
the 1934 Act),  including any corporation or group of associated  persons action
in concert,  other than (A) the Company and/or (B) any employee  pension benefit
plan  (within  the meaning of Section  3(2) of the  Employee  Retirement  Income
Security Act of 1974, as amended) of the Company,  including a trust established
pursuant to any such plan, or (ii) the  nomination  and election of  twenty-five
percent  (25%) or more of the members of the Board of  Directors  of the Company
without  recommendation  of such Board of Directors.  The ownership of record of
25% or more in number of any class of the then outstanding  voting securities of
the  Company  by a person  engaged  in the  business  of acting as  nominee  for
unrelated beneficial owners shall not in and of itself be deemed to constitute a
Change in Control.
               (c)    "Committee"  means  the  Compensation  Committee  of  the
Board  or any successor Committee.
               (d)    "Company"   means  Pioneer  Hi-Bred  International, Inc.,
an  Iowa corporation.
               (e) "Fair Market Value" of a share of Common Stock of the Company
shall mean the average of the highest and lowest selling prices.
               (f)    "Participant" means those Directors eligible under Section
4.
               (g)    "Plan"  means  the  Pioneer  Hi-Bred   International, Inc.
Directors' Restricted Stock Plan, as amended from time to time.
               (h)    "Restricted  Stock" means  the  common stock,  $1.00  par
value, of  Pioneer  Hi-Bred  International, Inc. which  is  issued  or  granted
pursuant to the Plan.
               (i)    "Shares"  means  the  common  stock, $1 par  value, of the
Company.

SECTION 3.  ADMINISTRATION

        3.1 Administration. The Plan shall be administered by the Committee. The
Committee  shall have  authority to make all  determinations  required under the
Plan,  to interpret  the Plan,  to decide  questions of facts  arising under the
Plan, to formulate rules and regulations  covering the operation of the Plan and
to make all other determinations necessary or desirable in the administration of
the  Plan.  The  decisions  of the  Committee  on any  questions  concerning  or
involving the  interpretation  or  administration of the Plan shall be final and
conclusive.

SECTION 4.  ELIGIBILITY

To be eligible to participate  in the Plan an individual  must be a non-employee
Director of the Company.

SECTION 5.  GRANT

The Program shall be operated according to the procedures set forth below:

               (a) Eligible Cash Compensation.  A Participant may elect to defer
all or any  part of the  annual  retainer  compensation  and  regular  quarterly
meeting fees otherwise expected to be payable for services to be rendered by the
Participant  for serving on the Board of Directors (the "Board") from January 1,
1997 through  December 31, 1999 (such  payments  collectively  to be referred to
herein as the "Director's Fee") and to receive in lieu thereof Restricted Stock.

               (b)  Election  to   Participant.   A   Participant   shall  elect
participation  in the Program  pursuant to an  irrevocable  election  before the
services are rendered giving rise to the payment of the Director's Fee.

               (c) Duration of Restriction. Subject to the provisions of Article
III,  the  Restricted  Stock  issued to a  Participant  shall be  subject to the
restrictions of the Program until December 31, 1999.

               (d) Calculation of Restricted  Stock.  The Restricted Stock which
shall be issued to a Participant in lieu of payment of a Director's Fee shall be
derived by dividing the amount of the  Participant's  Director's  Fee  otherwise
expected  to be  payable to the  Participant  prior to January 1, 2000 but after
December 31, 1996,  plus an  additional  five percent  (5%),  by the Fair Market
Value of a Share on December  31, 1996;  provided,  however,  for a  Participant
first  elected to the Board after  January 1, 1997,  the Fair Market  Value of a
Share shall be determined on December 31 immediately preceding the Participant's
participation in the Program.  There will be no fractional shares. The number of
shares  granted will be the number of shares derived above rounded up or down to
the nearest whole number.
SECTION 6.  STOCK SUBJECT TO THE PLAN

        6.1 Number.  The total  number of Shares  that may be granted  under the
Plan shall not exceed 25,000.  These Shares may consist, in whole or in part, of
authorized but unissued  Shares or Shares  reacquired by the Company,  including
without  limitation,  Shares purchased in the open market,  and not reserved for
any other purpose.

        6.2 Reacquired  Shares.  If, at any time,  Shares issued pursuant to the
Plan  shall  have  been  reacquired  by  the  Company  in  connection  with  the
restrictions  herein imposed on such shares,  such reacquired Shares again shall
become  available  for  issuance  under  the  Plan  at  any  time  prior  to its
termination.

        6.3  Adjustment  in  Capitalization.  In the event of any  change in the
outstanding  Shares of the Company by reason of a stock  dividend,  stock split,
recapitalization,  merger, consolidation,  combination, or exchange of shares or
other similar corporate change, the aggregate number and kind of Shares issuable
under  this  Plan  shall  be  appropriately  adjusted  by the  Committee,  whose
determination shall be conclusive.

SECTION 7. SHARES OF RESTRICTED STOCK

        7.1    Grant  of  Shares  of  Restricted  Stock.  Awards  of Restricted
Stock  to  Participants shall be  granted  under  an  irrevocable  election  by
Participants.

        7.2  Transferability.  The  shares  of  Restricted  Stock  granted  to a
Participant  may not be  sold,  transferred,  pledged,  assigned,  or  otherwise
alienated or  hypothecated  as long as the shares are subject to  forfeiture  or
other conditions as provided in the Plan.

         7.3   Removal of Restrictions.

         (A)   Vesting of Restricted Stock.
                      (i) Unless  earlier  forfeited,  as to  a number of shares
of Restricted Stock derived by dividing one by the number of years of Director's
Fee  representative  of  the  annual  retainer   compensation  deferred  by  the
Participant,  the restrictions applicable to the Restricted Stock issued for the
benefit of the Participant  shall lapse and the Participant shall be entitled to
the delivery of a stock  certificate  or  certificates  on December 31st of each
year if Participant is then a Director of the Company.

                      (ii) Unless earlier  forfeited, as to one-twelfth (or such
applicable  fraction  to reflect the  deferral)  of shares of  Restricted  Stock
representative  of the regular  quarterly  meeting  fees of the  Director's  Fee
deferred by the Participant, the restrictions applicable to the Restricted Stock
issued for the benefit of the  Participant  shall lapse upon the occurrence of a
regular quarterly meeting and attendance by the Participant, and the Participant
shall be entitled to the delivery of a stock  certificate  or  certificates  for
such  shares;  provided,   however,  the  Company  will  not,  unless  otherwise
requested, issue such certificate(s) until December 31st of each year.
(iii)  Unless  earlier  forfeited, as to a prorata  number
of shares of Restricted  Stock which would  otherwise vest in a calendar year of
the Program pursuant to Article III (A)(i) or (ii), the restrictions  applicable
to the Restricted  Stock issued for the benefit of the  Participant  shall lapse
and the Participant  shall be entitled to the delivery of a stock certificate or
certificates upon the occurrence of any of the following:

                   (a)     The date of the Participant's death or disability;

                   (b)     The end of the Participant's term for which elected,
                           if not then re-elected;

                   (c)     Upon the mandatory retirement of the Participant from
                           the Board; or

                   (d)     Upon the occurrence of a Change in Control.

        (B)  Forfeiture of Restricted  Stock.  Except as to shares of Restricted
Stock earlier vested,  the Restricted  Stock issued to the Participant  shall be
entirely forfeited if:

                        (i) The Participant resigns (other than  by  reason of
disability)   or  is  dismissed   for  cause  from  the  Board  during  the
Participant's elected term; or

                        (ii) The Participant  refuses to stand for an  election
to the Board after having been nominated by the Board; or

                        (iii) As to one-twelfth  of  the  shares of  Restricted 
Stock awarded to a Participant  representative of regular quarterly meeting fees
multiplied by the number of regular  quarterly  meetings of the Board unattended
by the Participant  occurring in the preceding calendar year shall be identified
and forfeited on December 31 of each year.

For purposes of Section 7.3 (B)(i) above,  a Participant  shall be considered to
have been  dismissed for cause if, and only if, the  Participant is dismissed on
account  of any  act of  (a)  fraud  or  intentional  misrepresentation,  or (b)
embezzlement,  misappropriation  or conversion of assets or opportunities of the
Company or any direct or indirect majority-owned subsidiary of the Company.

        7.4  Legends  and   Escrow.   In  addition  to  any  other   legends  or
restrictions,  the  Company  specifically  reserves  the  right to place on each
certificate  or  account  representing  shares of  Restricted  Stock a legend as
follows:
"The sales or other  transfer of shares of stock  represented  by
        this  certificate  (account),  whether  voluntary,  involuntary,  or  by
        operation  of law,  is  subject  to the  restrictions  on  transfer  and
        forfeiture conditions (which include the satisfaction of certain service
        requirements)  set  forth in the  Pioneer  Hi-Bred  International,  Inc.
        Directors'  Restricted Stock Plan. A copy of such plan and agreement may
        be inspected at the offices of the Secretary of the Company."

All  shares of  Restricted  Stock  shall be held by the  Committee  in escrow on
behalf of the Participant awarded such shares, together with a Power of Attorney
executed  by  the  Participant,  in  form  satisfactory  to  the  Committee  and
authorizing  the Company to transfer  such shares as provided in the  Restricted
Stock  Agreement,  until such time as all  restrictions  imposed on such  shares
pursuant to the Plan and the  Restricted  Stock  Agreement  have expired or been
earlier terminated.

        7.5 Waiver at the Committee's Discretion. Notwithstanding the above, the
Committee also may waive all  restrictions on shares of Restricted  Stock at any
time,  in its sole  discretion.  The  shares  released  from  such  restrictions
pursuant to this  Section 7.5  thereafter  shall be freely  transferable  by the
Participant, subject to any applicable legal requirements.

        7.6    Voting Rights.  For shares not forfeited, Participants shall have
full voting rights with respect to shares of Restricted Stock.

        7.7 Dividend Rights.  For shares not forfeited,  except as the Committee
may otherwise  determine,  Participants shall have full dividend rights with any
such  dividends  being paid  currently.  If all or part of a dividend is paid in
shares of stock,  the dividend shares shall be subject to the same  restrictions
on  transferability as the shares of Restricted Stock that are the basis for the
dividend.

SECTION 8.  AMENDMENT AND TERMINATION

        8.1    Amendment.  This Plan may be amended by the Board.

        8.2    Termination. The Company reserves the right to terminate the Plan
at any time by action of the Board.

        8.3 Existing  Restrictions.  Neither  amendment nor  termination of this
Plan shall affect any shares  previously  issued or any restrictions  previously
issued or any  restrictions  previously  imposed on such shares pursuant to this
Plan.

SECTION 9 - MISCELLANEOUS

        9.1    No  Contract  of  Employment.  Nothing  in  this  Plan  shall be
construed  as a contract  of Board representation between the  Company and  any
Participant.

        9.2  Severability.  If any provision of this Plan is held to be illegal,
invalid, or unenforceable, such illegality, invalidity or unenforceability shall
not affect the remaining  provisions of this Plan, and such  provision  shall be
construed and enforced as if such illegal,  invalid, or unenforceable  provision
had never been inserted.
9.3    Governing  Law.  This Plan shall be  governed  by the laws of the
State of Iowa without reference to the principles of conflict of laws therein.

                                            PIONEER HI-BRED INTERNATIONAL, INC.

                                            By:/s/ Charles S. Johnson
                                               ----------------------
                                                   Charles S. Johnson
                                                   President and CEO

/s/ Jerry L. Chicoine
---------------------
Jerry L. Chicoine
Secretary