[GRAPHIC OMITTED]

                       PIONEER HI-BRED INTERNATIONAL, INC.

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

                                   To be held
                                January 28, 1997

Dear Shareholders:

You are cordially  invited to attend the Annual Meeting of the  Shareholders  of
Pioneer Hi-Bred  International,  Inc. to be held at its Carver Center located at
7000 N.W. 62nd Avenue,  Johnston,  Iowa, 50131 on Tuesday,  January 28, 1997, at
2:00 P.M., Central Standard Time, for the following purposes:

1.   To elect five (5) Directors.

2.   To ratify the appointment of KPMG Peat Marwick LLP as independent auditors.

3.   To transact such other business as may properly come before the meeting or
     any adjournments thereof.

The foregoing  items of business are more fully described in the Proxy Statement
accompanying this notice.

The close of business on November  29,  1996,  has been fixed as the record date
for  determining  the  shareholders  entitled to notice of, and to vote at, this
meeting.  Such  shareholders  may vote in person or by Proxy. The stock transfer
books will not be closed.

IF YOU ARE UNABLE TO ATTEND THE MEETING,  PLEASE DATE, SIGN, AND RETURN PROMPTLY
THE  ACCOMPANYING  PROXY,  WHICH  REQUIRES  NO  POSTAGE  IF MAILED IN THE UNITED
STATES. THANK YOU IN ADVANCE FOR YOUR COOPERATION.

                                        BY ORDER OF THE BOARD OF DIRECTORS

                                        Jerry L. Chicoine, Secretary

December 10, 1996




<PAGE>





                       PIONEER HI-BRED INTERNATIONAL, INC.
                      700 Capital Square, 400 Locust Street
                             Des Moines, Iowa 50309
                                 (515) 248-4800
                             Corporate Headquarters

                           P R O X Y  S T A T E M E N T

The  enclosed  Proxy is being  solicited  by the Board of  Directors  of Pioneer
Hi-Bred  International,  Inc.  (the  "Company")  in  connection  with the Annual
Meeting of Shareholders to be held on January 28, 1997, or at any adjournment or
adjournments  thereof. To assure adequate  representation at the Annual Meeting,
shareholders  are requested to promptly sign and return the enclosed Proxy.  The
Proxy  Statement  and Proxy are first being mailed to  shareholders  on or about
December 10, 1996.

                          RECORD DATE; VOTING OF SHARES

Only  shareholders of record at the close of business on November 29, 1996, will
be entitled to vote at the Annual Meeting.

As of the close of business on November 15, 1996,  there were 82,375,352  shares
of Common Stock outstanding.  The exact number of votes which the holders of the
outstanding shares as of close of business on November 29, 1996 will be entitled
to cast at the 1997  Annual  Meeting  cannot be  determined  at the date of this
Proxy  Statement  because a shareholder  has until January 23, 1997 to establish
(in accordance with the procedures set out in Exhibit A) that the Shareholder is
entitled to more votes than indicated on the  Shareholder's  Proxy.  In summary,
each share beneficially owned continuously by the same person since November 29,
1993 will be  entitled  to five (5) votes  per  share and all other  shares  are
entitled to one (1) vote per share.  Exhibit A to this Proxy Statement  outlines
the procedures for determining  when changes in beneficial  ownership are deemed
to occur.

Proxies  furnished by  shareholders  pursuant hereto will be voted in accordance
with the directions on such Proxies.  If no choice is specified,  the Proxy will
be  voted  (i) for the  election  of the  nominees  listed  under  "Election  of
Directors"; (ii) for ratification of the appointment of KPMG Peat Marwick LLP as
independent  auditors;  and (iii) at the  discretion  of the Proxy  holders with
regard to such other business as may come before the meeting. If for any reason,
one or more of the  nominees  should be unable or refuse to serve as a  Director
(an event which is not anticipated), the person named in the enclosed Proxy will
vote  for  substitute  nominees  of the  Board  of  Directors  unless  otherwise
instructed.  The Board of  Directors  knows of no  matters  to come  before  the
meeting  other  than  those  set forth in the Proxy  Statement.  If any  further
business is presented to the meeting, the persons named in the Proxy will act on
behalf of the shareholders they represent according to their best judgment.

Abstentions  and broker  nonvotes  are counted for purposes of  determining  the
presence  of a quorum.  Abstentions  and broker  nonvotes  are not  counted  for
purposes of determining the election of Directors or ratification of auditors.

                               REVOCABILITY; COSTS

Any shareholder  giving a Proxy has the power to revoke it at any time before it
is voted.  Revocation  of a Proxy is effective  upon receipt by the Secretary of
the Company of either (i) an  instrument  revoking  it, or (ii) a duly  executed
Proxy  bearing a later date. In addition,  a  shareholder  who is present at the
Annual  Meeting  may  revoke the  shareholder's  Proxy and vote in person if the
shareholder so desires.

The cost of the  solicitation  of Proxies will be borne by the Company.  Proxies
may be solicited personally, by telephone, or by Fax, by a few regular employees
of the Company.  The Company will  reimburse  brokers and other persons  holding
stock in their names, or in the names of nominees, for their expenses in sending
Proxy material to principals and obtaining their Proxies.

                                   PROPOSAL 1
                              ELECTION OF DIRECTORS

The Articles of Incorporation of the Company provide for the  classification  of
the Board of Directors  into three (3) classes with the  Directors of each class
being  elected  for a term of  three  (3)  years.  The  terms  of the  Directors
currently  serving  in Class I and Class II,  extend to the Annual  Meetings  of
Shareholders  in 1998 and 1999,  respectively,  and until a successor is elected
and qualified.  At the Annual Meeting of  Shareholders on January 28, 1997, five
(5) Class III Directors  are to be elected to serve until the Annual  Meeting of
Shareholders  in 2000, and until their  successors are elected and qualified.  A
"For" vote by a majority of votes cast is required  for election of the nominee.
Following  is (i) a list  of a  nominees,  and  (ii) a list of  other  Directors
currently serving in Class I and Class II.

The Board of  Directors  unanimously  recommends a vote of "FOR" the election of
each of the nominees.

<TABLE>
<CAPTION>
                                      Information Concerning Nominees

                                  Age at  Director
        Name                     10/21/96    Since                Background

Class III--Term Will Expire in 2000
<S>                                 <C>     <C>    <C>

Nancy Y. Bekavac.................   49      1994   Since July, 1990, Ms. Bekavac has been President of
                                                   Scripps College, Claremont, California.  Ms. Bekavac is
                                                   also a Director of Electro Rent Corp., Van Nuys,
                                                   California (a computer and electronic test and
                                                   measurement equipment leasing company) and of Price
                                                   Enterprises, Inc., San Diego, California (a real estate
                                                   and marketing company).

C. Robert Brenton................   66      1973   Since 1990, Mr. Brenton has been Chairman of the Board
                                                   of Brenton Banks, Inc., and is currently a Director of
                                                   Brenton Banks, Inc., Des Moines, Iowa.

Luiz Kaufmann....................   51      1994   Since November, 1993, Mr. Kaufmann has been the
                                                   President and CEO of Aracruz Celulose S.A., Rio de
                                                   Janeiro, Brazil (a pulp producer).  From November, 1990
                                                   through October, 1993, Mr. Kaufmann was the Executive
                                                   Vice President of Petropar S.A., Porto Alegre, Brazil
                                                   (an investment holding company).

Dr. Virginia Walbot..............   50      1985   Since 1989, Dr. Walbot has been a Professor at Stanford
                                                   University's Department of Biological Sciences,
                                                   Stanford, California.

Fred W. Weitz....................   67      1978   Mr. Weitz is President of Essex Meadows, Inc., Des
                                                   Moines, Iowa (an operator of proprietary retirement
                                                   communities and owner of commercial real estate).  From
                                                   1964 to 1995, Mr. Weitz was the President of The Weitz
                                                   Corporation, Des Moines, Iowa (a building construction
                                                   and real estate development company).  Mr. Weitz is also
                                                   a Director of Principal Mutual Life Insurance Company
                                                   and Wilian Holding Company (parent company of Economy
                                                   Forms Corp., a manufacturer of concrete forms), each of
                                                   Des Moines, Iowa.
</TABLE>
                           Information Concerning Directors Continuing in Office
<TABLE>
<CAPTION>

                                  Age at  Director
        Name                     10/21/96    Since                Background

Class I -- Term Expires in 1998
<S>                                 <C>     <C>    <C>

Dr. Pedro M. Cuatrecasas.........   60      1991   Since 1989, Dr. Cuatrecasas has served as Vice President
                                                   of Warner-Lambert Company, Morris Plains, New Jersey (a
                                                   pharmaceutical company), and as President of its
                                                   Pharmaceutical Research Division, Ann Arbor, Michigan.
                                                   Dr. Cuatrecasas is a Director of MDL Information
                                                   Systems, San Leandro, California (a chemical information
                                                   systems company); Alliance Pharmaceuticals, San Diego,
                                                   California (a pharmaceutical company); and Mitokor, San
                                                   Diego, California (an early research pharmaceutical
                                                   company).

Fred S. Hubbell..................   45      1990   Since April, 1993, Mr. Hubbell has served as Chairman of
                                                   Equitable of Iowa Companies, Des Moines, Iowa (a life
                                                   insurance and annuities company).  Mr. Hubbell has held
                                                   the position of Chief Executive Officer since April,
                                                   1989, and President since May, 1987, of Equitable of
                                                   Iowa Companies.  Mr. Hubbell is a Director of Equitable
                                                   of Iowa Companies and The Macerich Company, Santa
                                                   Monica, California (a shopping center REIT).

Charles S. Johnson...............   58      1981   Mr. Johnson is currently President and Chief Executive
                                                   Officer of the Company since September, 1995.  Mr.
                                                   Johnson previously was President and Chief Operating
                                                   Officer effective March, 1995.  Mr. Johnson was
                                                   Executive Vice President from March, 1993 to March,
                                                   1995.  Since 1973, Mr. Johnson has served in an
                                                   executive position with the Company.  Mr. Johnson is
                                                   also a Director of Boatman's Bank, N.A. and Principal
                                                   Mutual Life Insurance Companies, each of Des Moines,
                                                   Iowa.

H. Scott Wallace.................   45      1988   Since 1992, Mr. Wallace has been a criminal justice and
                                                   government relations consultant, primarily as Special
                                                   Counsel for the National Legal Aid and Defender
                                                   Association (a nonprofit educational association of
                                                   lawyers).  From 1985 to 1992, Mr. Wallace was
                                                   Legislative Director, National Association of Criminal
                                                   Defense Lawyers, Washington, D.C.

Herman H.F. Wijffels.............   54      1990   Since 1986, Mr. Wijffels has been Chairman of the
                                                   Executive Board of Rabobank Nederland, The Netherlands
                                                   (a cooperative banking organization doing business
                                                   internationally).
</TABLE>
<TABLE>
<CAPTION>

                                  Age at  Director
        Name                     10/21/96    Since                Background

Class II--Term Expires in 1999
<S>                                 <C>    <C>     <C>
Dr. F. Warren McFarlan...........   59      1987   Dr. McFarlan has been the Ross Graham Walker Professor
                                                   of Business Administration, Harvard University Graduate
                                                   School of Business Administration and tenured since
                                                   1973.  Dr. McFarlan is a Director of Providian
                                                   Corporation, Louisville, Kentucky (an insurance
                                                   company), and Computer Sciences Corporation,
                                                   Los Angeles, California (a computer system integration
                                                   company).

Dr. Owen J. Newlin...............   68      1967   From 1978 to 1993, Dr. Newlin served in an executive
                                                   position with the Company.  Dr. Newlin retired as Senior
                                                   Vice President of the Company in April, 1993.  Dr.
                                                   Newlin is a Director of Boatman's Bank, Iowa, N.A. of
                                                   Des Moines, Iowa.

Thomas N. Urban..................   62      1973   Mr. Urban is currently Chairman of the Board of the
                                                   Company.  Between 1984 and March, 1995, Mr. Urban served
                                                   as President.  Mr. Urban served as Chief Executive
                                                   Officer from March, 1995 to August, 1995.  As of August,
                                                   1995, Mr. Urban is a Visiting Professor at Harvard
                                                   Graduate School of Business.  Mr. Urban is also a
                                                   Director of Equitable of Iowa Companies, Des Moines,
                                                   Iowa (a life insurance and annuities company), Sigma
                                                   Aldrich Corporation, St. Louis, Missouri (a research
                                                   chemicals company), and the Case Corporation, Racine,
                                                   Wisconsin (a construction and agricultural equipment
                                                   company).
</TABLE>

                      COMMITTEES OF THE BOARD OF DIRECTORS

The  Company  has  a  standing  Audit  Committee,  Compensation  Committee,  and
Nominating Committee.

The Audit  Committee  is composed of four (4)  Directors:  Herman H.F.  Wijffels
(Chairman),  C. Robert Brenton, Dr. Owen J. Newlin and Dr. Virginia Walbot. Luiz
Kaufmann  moved  from the  Audit  Committee  to the  Compensation  Committee  in
December, 1995. This Committee has general oversight responsibility with respect
to the Company's  financial  reporting  including making  recommendations to the
Board of Directors as to the independent  accountants of the Company,  reviewing
with independent  accountants the scope of their  examination and other matters,
and reviewing  generally the internal  auditing  procedures of the Company.  The
Audit Committee meets as required and met three (3) times during fiscal 1996.

The Compensation  Committee  administers all executive  compensation programs of
the Company.  During  Fiscal Year 1996,  the committee was composed of three (3)
Directors: Fred S. Hubbell (Chairman),  Dr. Pedro Cuatrecasas and Luiz Kaufmann.
Dr. Ray Goldberg resigned from the Compensation Committee in December,  1995 and
was replaced by Luiz Kaufmann.  The Compensation Committee meets as required and
met two (2) times during fiscal 1996.

The  Nominating  Committee  is  composed  of five (5)  Directors:  Dr. F. Warren
McFarlan  (Chairman),  Thomas N. Urban, H. Scott Wallace,  Nancy Y. Bekavac, and
Fred W. Weitz. This Committee establishes criteria for and presents the names of
the nominees for membership on the Board of Directors,  including those nominees
recommended  by  shareholders,  to the  Board  of  Directors  for  approval.  In
addition,  it is the  responsibility of this Committee to continue to search for
persons  qualified  to be members and to bring to the  attention of the Chairman
and the Board of Directors any proposed  nominees for further  consideration and
action.

The Committee  will consider  nominees  recommended  by  shareholders.  Any such
recommendation should be sent to the Secretary of the Company in accordance with
the  procedure  set forth in the  Company's  Bylaws.  Shareholders  may nominate
candidates for the Board of Directors at an annual meeting of Shareholders, only
if prior written notice of such intention has been given to the Secretary of the
Company not later than 90 days prior to the anniversary  date of the record date
set for the immediate  preceding  year's annual meeting of Shareholders and with
respect to election  to be held at a special  meeting of  shareholders,  only if
prior notice of such  intention  has been given to the  Secretary of the Company
not later  than the close of  business  on the tenth day  following  the date on
which notice of such meeting is first given to  shareholders.  Such notice shall
include  (a)  the  name  and  address  of the  shareholder  and  nominee,  (b) a
description  of all  arrangements  or  understandings  between the  shareholder,
nominee and other persons (naming such persons)  regarding the  nomination,  (c)
the  consent  of the  nominee  to  serve as a  Director  if  elected,  and (d) a
representation that the shareholder is the holder of record of Company stock and
intends to appear in person or by proxy to nominate the person  specified in the
notice. In addition,  the notice shall include such other information  regarding
the  nominee as would be required  to be  included  in a Proxy  Statement  filed
pursuant to the proxy rules of the  Securities  and Exchange  Commission had the
nominee been nominated by the Board of Directors.

The  Nominating  Committee  is  also  responsible  for  reviewing   management's
evaluation  of any officers  proposed for  nomination to the Board of Directors,
and  reviewing  the  qualifications  of,  and,  when  appropriate,  interviewing
candidates  who may be  proposed  for  nomination  to the  Board  of  Directors,
including those nominees  recommended by shareholders.  The Nominating Committee
meets as required and met four (4) times during fiscal 1996.

The Board of  Directors  met four (4) times  during  fiscal  1996.  All  members
attended at least 75% of the total  number of meetings of the Board of Directors
and of the  Committees of the Board on which they serve,  except for Herman H.F.
Wijffels.  Mr. Wijffels attended 75% of the Board meetings, but less than 75% of
all committee meetings.



<PAGE>


        SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  table shows the shares of Common Stock  beneficially  owned,  at
November  22,  1996,  by (i) each  Director,  (ii) each of the  Named  Executive
Officers  as  defined  in   "Compensation-Executive   Compensation,"  (iii)  all
Executive  Officers and Directors as a group,  and (iv) each person known by the
Company to own more than 5% of the Common Stock.
<TABLE>
<CAPTION>

                                                                Shares Beneficially
               Name                                                   Owned  1            Percent of Class  2

OVER 5% BENEFICIAL OWNERS:
      <S>                                                           <C>                       <C>      

      Jean Wallace Douglas..................................        6,474,450   3             7.86%
      Robert B. Wallace.....................................        4,824,186   4             5.86%

OTHERS:

     Nancy Y. Bekavac ......................................              926                   (*)
     C. Robert Brenton .....................................            1,098                   (*)
     Jerry L. Chicoine .....................................           48,457                   (*)
     Pedro M. Cuatrecasas ..................................              837                   (*)
     Dr. Ray A. Goldberg  5.................................            8,400                   (*)
     Fred S. Hubbell .......................................            2,724                   (*)
     John D. James .........................................           20,840                   (*)
     Charles S. Johnson ....................................           50,899                   (*)
     Luiz Kaufmann..........................................              131                   (*)
     Dr. Richard L. McConnell...............................           23,131                   (*)
     Dr. F. Warren McFarlan ................................            2,872                   (*)
     Dr. Owen J. Newlin ....................................          753,566                   (*)
     Thomas N. Urban .......................................          364,118   6               (*)
     Dr. Virginia Walbot ...................................              605                   (*)
     H. Scott Wallace ......................................          676,281                   (*)
     Fred W. Weitz .........................................            5,570                   (*)
     Herman H.F. Wijffels ..................................              175                   (*)
     All Executive Officers and Directors as a Group (33 persons)   2,281,252                 2.78%

<FN>

(*) The number of shares owned represents less than 1% of the outstanding stock.

1   Shares listed include  Restricted Stock which have  restrictions on transfer
    for five (5) years after the date of grant.  Unless  otherwise  indicated in
    the  notes,  where  applicable,  each  shareholder  and/or the spouse of the
    shareholder,  have sole  voting and  investment  power  with  respect to the
    shares beneficially owned.

2   Based solely on the number of outstanding shares; does not take into account
    disparities  in  voting  rights  which  may  arise due to the fact that some
    shares are entitled to five (5) votes per share and some shares are entitled
    to one (1) vote per share.

3   Mrs. Douglas' address is 4733 Woodway Lane, N.W., Washington, D.C. 20016.

4   Mr. Wallace's address is 1120-19th Street, Suite 550, Washington, D.C., 
    20036.

5   Dr. Ray A. Goldberg will retire from the Board of Directors on January 28, 
    1997.

6   Includes 104,213 shares held by an estate of which Mr. Urban is executor and
    2,215  shares  held by trusts of which Mr.  Urban is a trustee,  of which he
    disclaims beneficial ownership.

</FN>
</TABLE>

<PAGE>

                                             EXECUTIVE OFFICERS

Set forth below are the names,  ages,  titles, and present and past positions of
the persons serving as Executive Officers of the Company.
<TABLE>
<CAPTION>

                                  Age at  Officer
        Name                     10/21/96   Since                 Background
<S>                                 <C>     <C>    <C>
Wayne L. Beck ...................   48      1993   Mr. Beck was elected to his present position as Vice
                                                   President, Supply Management,effective  March,  1993,
                                                   and since 1988, served as Director of North American
                                                   Seed Division-Production.

Carrol D. Bolen..................   58      1983   Mr. Bolen was elected to his present position as Vice
                                                   President, effective January, 1983.  Mr. Bolen served as
                                                   Director of the Company's Specialty Plant Products
                                                   Division from September, 1988 until 1994, when he was
                                                   appointed Director of Business Development.  During
                                                   1995, Mr. Bolen was named to his current position as
                                                   Vice President, Legal and Government Affairs.

Dr. Anthony J. Cavalieri ........   45      1995   Dr. Cavalieri was elected to his present position as
                                                   Vice President effective March, 1995, and serves as
                                                   Director of Trait and Technology Development.  From
                                                   December, 1990 to January, 1994, Dr. Cavalieri was
                                                   Director, Technology Support and from January, 1994 to
                                                   March, 1995, was Director, Trait and Technology
                                                   Development.

Jack A. Cavanah .................   58      1991   Mr. Cavanah was elected to his present position as Vice
                                                   President effective March, 1991, and serves as Director
                                                   of Corn Research.  Mr. Cavanah has been an employee of
                                                   the Company since 1962.

Jerry L. Chicoine ...............   54      1988   Mr. Chicoine was elected to his present position as
                                                   Senior Vice President, Chief Financial Officer and
                                                   Corporate Secretary effective March, 1990.

Dwight G. Dollison ..............   53      1988   Mr. Dollison was elected to his present position as Vice
                                                   President and Treasurer effective March, 1995 and
                                                   previously  held the position of Treasurer from 1988 to
                                                   1995.

Andre Faget .....................   61      1989   Mr. Faget was elected to his present position as Vice
                                                   President and Director of Operations, South Europe,
                                                   effective September, 1993, and from 1988 to September,
                                                   1993, served as the Regional Operations Director for
                                                   Europe.

Thomas M. Hanigan ...............   42      1995   Mr. Hanigan was elected to his present position as Vice
                                                   President effective March, 1995, and serves as Director
                                                   of Information Management and Business Information
                                                   Services.  From March, 1991 to July, 1993, Mr. Hanigan
                                                   was Director of Business Information Services.  From
                                                   July 1993 to March, 1995, Mr. Hanigan was the Director
                                                   of Information Management of the Company.

Brian G. Hart ...................   41      1991   Mr. Hart was elected to his present position as Vice
                                                   President and Corporate Controller effective March, 1995
                                                   and from September, 1990 to March, 1995, was the
                                                   Corporate Controller.

James R. Houser .................   41      1995   Mr. Houser was elected to his present position as Vice
                                                   President effective March, 1995 and serves as Director
                                                   of Nutrition and Industry Markets.  From 1989 to 1992,
                                                   Mr. Houser was the assistant Director of the Company's
                                                   European Region.  In 1992, Mr. Houser was named Director
                                                   of the Company's Microbial Genetics Division.

John D. James ...................   51      1991   Mr. James was elected to his present position as Senior
                                                   Vice President effective March, 1994.  Mr. James
                                                   previously held the position of Vice President and Group
                                                   Executive for the Company from March, 1991 to March,
                                                   1994, and was the President of Business Information
                                                   Services of the Company from 1986 to 1991.

Charles S. Johnson...............   58      1981   Mr. Johnson is currently President and Chief Executive
                                                   Officer of the Company since September, 1995.  Mr.
                                                   Johnson previously was President and Chief Operating
                                                   Officer effective March, 1995.  Mr. Johnson was
                                                   Executive Vice President from March, 1993 to March,
                                                   1995.  Since 1973, Mr. Johnson has served in an
                                                   executive position with the Company.

Dr. Hector R. R. Laurence .......   51      1993   Dr. Laurence was elected to his present position as Vice
                                                   President effective March, 1993, and serves as Director
                                                   of Operations for Latin America (South America/Central
                                                   American/Caribbean).  Dr. Laurence has been an employee
                                                   of the Company since 1984.

Mary A. McBride .................   49      1991   Ms. McBride was elected to her present position as Vice
                                                   President, Marketing, in March, 1991, and previously was
                                                   the Market Analysis Director and Marketing Director of
                                                   the Company from 1987 to 1991.

Dr. Richard L. McConnell ........   46      1991   Dr. McConnell was elected to his present position as
                                                   Senior Vice President and Director of Research in March,
                                                   1994.  From March, 1991 to March, 1994, he held the
                                                   position of Vice President, Director of North America
                                                   Research.  Dr. McConnell has been a research employee
                                                   with the Company since 1974.

Dr. James E. Miller .............   42      1995   Dr. Miller was elected to his present position as Vice
                                                   President in March, 1995 and also serves as Director of
                                                   Oilseeds and Field Crops Research.  From January, 1994
                                                   to March, 1995, Dr. Miller held the position of
                                                   Director, Oilseeds and Field Crops Research.  From
                                                   February, 1990 to January, 1994, Dr. Miller held the
                                                   position of Director, Soybean Research.

Paul E. Schickler ...............   44      1995   Mr. Schickler was elected to his present position as
                                                   Vice President of the Company effective March 1995, and
                                                   serves as Director of Resource Planning (Financial
                                                   Planning, Human Resources and Corporate
                                                   Communications).  Mr. Schickler has been a Company
                                                   employee since 1974 in various administrative roles.

Harold F. Thorne ................   49      1995   Mr. Thorne was elected to his present position as Vice
                                                   President of the Company in March, 1995, and serves as
                                                   Director of Africa, Middle East, Asia and China.  From
                                                   1994 to 1995, Mr. Thorne was Director of Operations for
                                                   Africa, Middle East, Asia and China and also Director of
                                                   Government Affairs.  From 1988 to 1994, Mr. Thorne was
                                                   Director of Business Development of the Company

John T. Watson ..................   59      1991   Mr. Watson was elected to his present position as Vice
                                                   President of the Company in March, 1991, and serves as
                                                   Director of Operations for the Commonwealth of
                                                   Independent States, Oceania, and Turkey.  From 1988 to
                                                   March, 1991, Mr. Watson was the Administrative Director,
                                                   International Operations, with responsibility over
                                                   multiple geographic areas.

Robert K. Wichmann ..............   59      1986   Mr. Wichmann was elected to his present position as Vice
                                                   President of Sales in March, 1986.
</TABLE>

             COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

Philosophy

The  Company's  mission  is to  increase  the  wealth  of  our  shareholders  by
increasing  the wealth of our  customers  through the science of  genetics.  The
Company does this by  delivering  high  yielding  products  through a worldwide,
long-term, team effort.

The Company  believes the key measures of  increases  in  shareholder  value and
long-term performance are earnings per share ("EPS") growth over time and return
on equity  ("ROE").  Achieving  these goals will also generate the cash flow and
financial  strength required to support the Company's  long-term  efforts.  As a
result,  the Company has established  goals of double digit EPS growth over time
and sustaining 20% ROE.

The Compensation  Committee has aligned its programs with this business strategy
and key  financial  goals.  The guiding  principle  is to  encourage  and reward
executives and key managers for short-term  and long-term  performance,  with an
emphasis  on double  digit EPS growth over time and 20% ROE.  Other  performance
criteria are selected based upon executives'  ability to impact such performance
and the correlation of such performance to the Company's strategy.

A  substantial  portion of executive  compensation  is  contingent  upon meeting
specific  performance  goals. As an employee assumes greater  responsibility,  a
larger portion of his/her total  compensation  is contingent on achieving  these
goals.

Stock-based rewards are integral parts of the compensation program. This assures
that executives/owners, like other shareholders, have a concrete interest in the
long-term success of the Company.

The Company wants to attract and retain top-notch  employees in order to sustain
long-term  success,  leadership and strategy.  To help accomplish this goal, the
Company's  targeted  total  compensation  is  competitive  based on  challenging
business goals.  Following is a table which shows targeted  compensation  levels
for each component of  compensation as compared to compensation of executives in
similar positions in Comparator Organizations as defined below.

<TABLE>
<CAPTION>
                                                                    Target Competitive Percentile
     Compensation Component                                         if Planned Results Achieved*
 
     <S>                                                                   <C>
     Base  Salary                                                          50th - 60th
     Total  Annual  Cash  Compensation  (Base + Annual Reward)             65th - 75th 
     Long-Term  Rewards                                                    65th - 75th 
     Benefits                                                              50th - 60th
     Total Compensation (Base + Rewards + Benefits)                        65th - 75th
<FN>

*    The above targets are general  guides for all  positions.  The Company also
     looks at the  median  compensation  levels  of the  eleven  top  performing
     companies (in terms of EPS growth and ROE) in the Comparator  Organizations
     as a guide. The Compensation  Committee will monitor the programs over time
     to align the compensation  with the above targets and philosophy  stated in
     this report.
</FN>
</TABLE>

Exceeding  planned  results  would  provide  total  compensation  above the 75th
percentile  while  performance  below  planned  levels  could  result  in  total
compensation between the 50th and 65th percentiles or lower.  Achieving targeted
results  would place the Company well within the top quartile of the  Comparator
Organization in terms of business performance.

For  the  five-year   period  ending  in  1995,  only  four  of  the  Comparator
Organizations  achieved  at least 12% annual EPS growth and 20% ROE. In the past
16 years, only three of these companies  achieved a minimum five-year EPS growth
of 12% and 20% ROE at least 50% of the time.

Competitive  market  compensation  information was gathered for the Compensation
Committee,  with input from an independent  consultant,  from a group of over 50
companies  (Comparator  Organizations)  having one (1) or more of the  following
attributes:  related  industry,  similar  revenue  size,  research  orientation,
substantial  international  operations,  or geographic proximity to the Company.
The Compensation Committee believes that the Comparator  Organizations represent
the Company's most direct competitors for executive talent. Although some of the
companies in the Comparator  Organizations  are in the Combined Value Line Index
utilized for shareholder  return  comparison in the "Performance  Graph" on page
18,  the  Compensation   Committee  believes  that  the  Company's  most  direct
competitors  for executive  talent are not necessarily all of the companies that
should be included in an index  established for comparing  shareholder  returns.
Direct  competitors for executive  talent are not necessarily the same companies
that are relevant for comparing  shareholder returns because such factors as the
geographical location and size of organization have a greater impact on salaries
than on investor decisions.

Role of the Compensation Committee

The Compensation  Committee has  responsibility  for reviewing and approving the
design of the compensation  programs and pension and welfare  benefits.  For the
CEO/President,  compensation  is  determined by the  Compensation  Committee and
reviewed  by the full Board  within the  framework  of the  programs.  For other
executives,  the Compensation  Committee has responsibility for reviewing salary
and rewards. All Compensation  Committee members are non-employee members of the
Board.  An  independent  compensation  consultant  has provided input on program
design.

Compensation Components

Other than  employee  benefits,  there are three (3) primary  components  in the
compensation package for executives:  base salary, management reward program and
long-term  stock-based  rewards. All components of compensation are collectively
considered when setting each individual  component of  compensation.  Salary and
target reward  levels are  established  and monitored  according to the targeted
competitive levels as set forth in the "Philosophy"  section.  In addition,  the
following   factors   are   considered:   responsibilities,   experience,   past
performance, internal equity considerations,  and the internal relative value of
positions.

Base Salary. In fiscal 1996, salaries of executives were increased on average by
9.1% based primarily on increased executive  responsibilities in part due to the
transition from Mr. Thomas N. Urban to Mr. Charles S. Johnson as  CEO/President.
Other factors leading to the increase  included  competitive pay adjustments and
performance.

Management Reward Program.  The Management Reward Program ("MRP") is designed to
focus  management  efforts on critical  performance  goals and to reward results
achieved in relation to those  goals.  Two  separate  plans are utilized to meet
this objective.

MRP--Performance-Based ("MRP Part I") rewards are based upon actual performance,
compared  to  target  performance  of 12-14%  annual  EPS  growth  over time and
sustained 20% ROE. Because the Compensation  Committee  believes EPS growth over
time more directly  impacts  shareholder  value,  the Management  Reward Program
weights this factor more heavily than ROE.

The EPS  growth  goal is based on  growth  over  time  with  fiscal  1995 as the
starting point. This is consistent with the Company's five-year planning process
and long-term nature of its business. It is also appropriate for a business that
has major fluctuations  because of government  programs and weather.  MRP Part I
provides  "performance-based  compensation"  as  defined  under  162(m)  of  the
Internal Revenue Code (the "Million Dollar Cap Legislation").

Part II of the Management Reward Program (the "MRP Part II") rewards  executives
for meeting  individual and/or team goals.  Again,  performance is the driver in
determining  rewards. The goals may be measured by both objective and subjective
measures  and  include   both   financial   and   non-financial   factors.   The
team/individual  goals  do not  as  directly  impact  shareholder  value  as the
financial  goals,  so the  rewards  under  MRP Part II  represent  approximately
one-fourth (1/4) of executives'  potential target annual reward  opportunity and
are limited to at most 20% of base salary.

Combined  target rewards begin at 8% of base salary for  participants  and range
from  45% to 75% of base  salary  for  executives,  with the  target  percentage
increasing  with increased  responsibility.  Actual rewards can range from zero,
when  financial and  individual  performance  is low, to multiples of the target
reward opportunities when performance is high.

In fiscal 1996, the Company had an outstanding  24% growth in EPS and 21.9% ROE,
well in excess of the  12-14%  EPS  growth  and 20% ROE  targets.  EPS was $2.68
compared to $2.16 in fiscal year 1995.  ROE was 21.9%  compared to 20% in fiscal
year 1995.  This  resulted in rewards  under the MRP Part I  exceeding  targeted
levels by approximately 2.4 times. All executives also exceeded their individual
or team goals resulting in better than target rewards under the MRP Part II.

The following is an example of the calculation of the MRP Part I reward. It uses
the fiscal 1996 EPS of $2.68 and ROE of 21.9%.

     EPS Growth     ROE          Pay Band      Executive's     Performance-Based
      Multiplier  Modifier        Target %     Base Salary          Reward

       2.20     X   1.09    X      37%     X    $200,000    =       $179,080X   

The ROE Modifier  ranges from .8 when ROE is 16% or lower to 1.2 when ROE is 24%
or  higher;  and is 1.0  when ROE is 20%.  See  below  for  current  EPS  Growth
multipliers that correspond to various EPS levels and EPS Growth percentages.

<TABLE>
<CAPTION>

                                           EPS Performance Table*
                         ----------------------------------------------------------------
                             EPS     EPS Growth                EPS (In $)
                         ----------------------------------------------------------------
                          Growth %**   Multiplier    1996   1997   1998    1999    2000
                         ----------------------------------------------------------------
                             <S>         <C>        <C>    <C>    <C>     <C>     <C>

                         ----------------------------------------------------------------
                              0%         0.00       2.16   2.44   2.76    3.12    3.52
                         ----------------------------------------------------------------
                         ----------------------------------------------------------------
                              4%         0.33       2.25   2.54   2.87    3.24    3.66
                         ----------------------------------------------------------------
                         ----------------------------------------------------------------
                              8%         0.67       2.33   2.64   2.98    3.37    3.80
                         ----------------------------------------------------------------
               TARGET        12%         1.00       2.42   2.73   3.09    3.49    3.94
                         ----------------------------------------------------------------
                         ----------------------------------------------------------------
                RANGE        13%         1.00       2.44   2.76   3.12    3.52    3.98
                         ----------------------------------------------------------------
                         ----------------------------------------------------------------
                             14%         1.00       2.46   2.78   3.14    3.55    4.01
                         ----------------------------------------------------------------
                         ----------------------------------------------------------------
                             18%         1.70       2.55   2.88   3.25    3.68    4.16
                         ----------------------------------------------------------------
                         ----------------------------------------------------------------
                             22%         2.10       2.64   2.98   3.36    3.80    4.30
                         ----------------------------------------------------------------
                         ----------------------------------------------------------------
                             24%         2.20       2.68   3.03   3.42    3.86    4.37
                         ----------------------------------------------------------------
<FN>

*   The  table is only a  summary.  There are  various  multipliers  for  points
    between the points listed above and for points beyond 24%.
**  The EPS Growth Percentage is calculated as follows:  (EPS for the applicable
    fiscal year minus the Prior  Year's  Target EPS) divided by the Prior Year's
    Target EPS. The Prior  Year's  Target EPS assumes EPS has grown 13% annually
    from Fiscal 1995.
</FN>
</TABLE>

Long-Term  Stock-Based Rewards. The purpose of the Long-Term  Stock-Based Reward
Program is to, 1) align the interests of employees with the long-term  interests
of shareholders;  2) encourage and reward medium/long-term  performance;  and 3)
retain  top  notch  employees.   There  are  two  components  of  the  Long-Term
Stock-Based  Reward Program:  Restricted  Stock and Stock Options.  Both provide
"performance  based  compensation"  as  defined  under the  Million  Dollar  Cap
Legislation.

The  Restricted  Stock and Stock Option  Programs meet the above purposes by, 1)
rewarding  management for increases in shareholder value; 2) focusing management
on the  Company's  long-term  EPS growth;  3) ownership and retention of Company
stock; and 4) retention of management talent through vesting of Restricted Stock
and Options, generally over a five-year period.

- - Restricted  Stock  Program.  Restricted  Stock Rewards are based upon actual
three-year EPS performance  compared to target  performance of 12-14% EPS growth
over time with fiscal 1995 as the starting  point.  This is consistent  with the
Company's  goal of double digit EPS growth over time,  the  Company's  five-year
planning  process  and  the  long-term  nature  of  its  business.  It  is  also
appropriate  for a business  that has major  fluctuations  because of government
programs and weather.

Target rewards begin at 20% of base salary for  participants  and range from 45%
to 75% of base salary for executives, with the target percentage increasing with
increased  responsibility.  Actual  rewards can range from zero,  when financial
performance  is low,  to  multiples  of the  target  reward  opportunities  when
performance is high.

EPS growth for fiscal 1996 resulted in Restricted Stock Rewards of approximately
2.2 times targeted levels. The following is an example of the calculation of the
performance-based Restricted Stock Reward.
It uses actual EPS of $6.95 for the three years ended August 31, 1996.

             EPS Growth      Pay Band        Executive's          Value of
             Multiplier       Target %       Base Salary      Restricted Stock
                                                                   Grant

                2.20       X    50%       X   $200,000     =      $220,000

See below for current  three-year EPS Growth  Multiplier  that  corresponds to a
given three-year EPS.
<TABLE>
<CAPTION>

                       Three Year EPS Growth Percentage and Multiplier Table*
                     ------------------------------------------------------------
                                                    Three Year Total EPS
                                              -----------------------------------
                     3 Year EPS   3 Year EPS  1994-  1995-  1996-  1997-  1998-
                     Growth %**   Multiplier  1996   1997   1998   1999   2000
                     ------------------------------------------------------------
                     ------------------------------------------------------------
                         <S>         <C>      <C>    <C>    <C>    <C>    <C>

                         0%          0.00     6.43   6.48   6.48   6.48   6.48
                     ------------------------------------------------------------
                     ------------------------------------------------------------
                         4%          0.33     6.52   6.74   7.01   7.29   7.58
                     ------------------------------------------------------------
                     ------------------------------------------------------------
                         8%          0.67     6.60   7.01   7.57   8.18   8.83
                     ------------------------------------------------------------
           TARGET        12%         1.00     6.69   7.29   8.16   9.14   10.24
                     ------------------------------------------------------------
                     ------------------------------------------------------------
            RANGE        13%         1.00     6.71   7.36   8.32   9.40   10.62
                     ------------------------------------------------------------
                     ------------------------------------------------------------
                         14%         1.00     6.73   7.43   8.47   9.66   11.01
                     ------------------------------------------------------------
                     ------------------------------------------------------------
                         18%         1.70     6.82   7.72   9.11   10.74  12.68
                     ------------------------------------------------------------
                     ------------------------------------------------------------
                         22%         2.10     6.91   8.01   9.77   11.92  14.55
                     ------------------------------------------------------------
                     ------------------------------------------------------------
                         24%         2.20     6.95   8.16   10.12  12.55  15.56
                     ------------------------------------------------------------
<FN>

*   The  table is only a  summary.  There are  various  multipliers  for  points
    between the points listed above and for points beyond 24%.
**  The Three Year EPS Growth Percentage will be determined as follows:  add the
    EPS for three years (the most recently  completed  fiscal year and the prior
    two fiscal years, this becomes the "Three Year Total EPS"). Three Year Total
    EPS is then compared to the Three Year EPS Growth Percentage. The Three Year
    EPS  Growth  Percentage  is  determined   assuming  a  specific  EPS  Growth
    percentage was achieved  since fiscal 1995.  Because this is a new plan, the
    rewards  for the first two  years  will be based on growth  over one and two
    years, respectively.
</FN>
</TABLE>

- - Stock Options.  Stock options were granted to executives at the beginning of
fiscal 1996.  Consistent  with the Company's  long-term  focus,  it is currently
anticipated  that  options  will be  granted  only once  every  five years to an
executive.

When  vested,  options can be exercised  to purchase a  predetermined  amount of
Common Stock at a pre-established exercise price. The exercise price is equal to
the fair market value of the Common Stock at the date of the grant. The options,
generally, will not fully vest until five years after grant (1/3 of options will
vest after each of years 3, 4, and 5).  Options  expire 10 years  following  the
date of grant,  although  this  period may be  shortened  after  termination  of
employment.

The  number of options  granted  were  established  to put  executive  long-term
rewards, when combined with Restricted Stock grants, at the targeted competitive
levels as set forth in the  "Philosophy"  section if the  aggressive EPS and ROE
targets are achieved. The Compensation Committee, with input from a compensation
consultant,  used the widely accepted  Black-Scholes model to estimate the value
of stock  options.  The ultimate value will depend on increases in the Company's
stock price.

Enhancements Beginning in Fiscal 1996

In fiscal 1995, Part I financial goals were based on pretax profit and asset use
or basically a return on asset goal.  Beginning in fiscal 1996,  EPS growth over
time and ROE goals were used as described  above.  Target  compensation was also
increased  consistent with our compensation  strategy and challenging  financial
goals. To increase  executives' line of sight to Company-wide  performance,  all
executives now have 100% of their MRP Part I and all of their  Restricted  Stock
Rewards   based  on   Company-wide   results   rather  than   business  unit  or
individual/team  results.  The stock option plan was also  implemented in fiscal
1996.

The  Compensation   Committee  believes  that  these  enhancement  better  align
compensation  with the  Company's  business  strategy  and  financial  goals and
creation of shareholder  value.  These changes were approved by the shareholders
last February.

Compensation of the President/CEO

Mr.  Johnson's  compensation  is based on the policies  and  programs  described
above.

Base Salary.  Mr. Johnson  received a base salary increase of 29.0% on September
1, 1995 to reflect his  promotion  to  President/CEO  and  position his base pay
between the 50th and 60th  percentiles  of  executives  in similar  positions at
Comparator Organizations, consistent with the Company's compensation strategy.

Management Reward Program.  As stated above, the Company achieved 24% EPS growth
and 21.9% ROE,  well in excess of the  12-14%  EPS  growth and 20% ROE  targets.
Consequently,  MRP Part I  payouts  were  approximately  2.4 times  target.  Mr.
Johnson's  reward  under the MRP Part I was  $941,346  or  149.4% of his  fiscal
year-end base salary. In addition,  Mr. Johnson exceeded his individual and team
goals  resulting  in a reward of $116,550 or 18.5% of his fiscal  year-end  base
salary  (for a total  reward of  $1,057,896  or  167.9% of fiscal  year and base
salary).  The target for accomplishing the Company's  financial goals was 75% of
base  salary,  consistent  with  the  Company's  compensation  philosophy.   Mr.
Johnson's individual and team goals involved continuing to enhance the Company's
long-range focus and related business  alignment,  communications and competency
building activities.

Long-Term  Reward--Stock-Based  Reward Program. As stated above, the Company had
24%  EPS  growth,  compared  to the  12-14%  EPS  growth  target.  Consequently,
Restricted Stock Rewards were  approximately 2.2 times target.  Restricted Stock
approximately  equal in value to  $1,039,500  or  165.0% of Mr.  Johnson's  base
salary  will be awarded  to him.  His target  for  accomplishing  the  Company's
financial goals was 75% of base salary.

Mr. Johnson was also granted 304,000 stock options.  It is anticipated  that the
options  will only be granted  once every five years and will not fully vest for
five years.  The amount of options  granted were  intended to put Mr.  Johnson's
targeted total long-term rewards, when combined with Restricted Stock grants, in
line with the  targeted  competitive  levels  as set  forth in the  "Philosophy"
section.

Compensation   Committee  members:   Fred  S.  Hubbell  (Chairman),   Dr.  Pedro
Cuatrecasas and Luiz Kaufmann.



<PAGE>

                                                COMPENSATION

Executive Compensation

The following table sets forth  compensation  information for the  President/CEO
and the  other  four (4)  most  highly  compensated  Executive  Officers  (Named
Executive Officers) for fiscal 1994, 1995 and 1996.


                                         SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>

                                                                         Long-Term Compensation
    Annual Compensation                                                Awards               Payouts
            (a)              (b)     (c)       (d)         (e)          (f)         (g)       (h)       (i)
                                                                     Restricted                      All Other
                                                      Other Annual     Stock      Options/    LTIP    Compen-
Name and Principal Position  Year   Salary    Bonus   Compensation    Awards7       SARs    Payouts   sation8
                                     ($)       ($)                      ($)         (#)       ($)       ($)
---------------------------------------------------------------------------------------------------------------
<S>                          <C>    <C>     <C>          <C>           <C>          <C>        <C>      <C>

Charles S. Johnson           1996                                      1,039,500    304,000             35,650
                                    630,000 1,057,896
  President and              1995             247,546                    321,810                        29,880
                                    474,690
  Chief Executive Officer    1994             596,569                    378,218                        24,990
                                    372,996

Jerry L. Chicoine            1996             459,451                    462,005    103,000             19,863
                                    350,004
  Senior Vice President and  1995             149,547                    179,464                        16,573
                                    310,008
  Chief Financial Officer    1994             400,764                    235,872                        13,798
                                    273,000

Richard L. McConnell         1996             367,566                    369,611    103,000             11,925
                                    280,008
  Senior Vice President/     1995             111,159                    133,396                         9,968
                                    235,308
  Director of Research       1994             194,636                    101,790                         8,307
                                    160,000

John D. James                1996             360,998                    363,005    103,000             12,262
                                    275,004
  Senior Vice President      1995             115,740                    138,893                        10,155
                                    222,091
                             1994             216,699                    113,633                         7,064
                                    188,854

Robert K. Wichmann           1996             259,407                    266,257     40,000             19,652
                                    242,052
  Vice President             1995              98,588                     98,588                        16,161
                                    218,059
  North American Seed Sales  1994             223,809                    122,408                        11,901
                                    202,244
<FN>
1    Restricted  Stock is valued without  regard  to  restrictions  on
     transfer.  Aggregate  Restricted  Stockholding  and  their  market  values,
     without regard to  restrictions  on transfer,  held at 1996 fiscal year end
     were as follows: Mr. Johnson 47,217 shares, $2,602,837; Mr. Chicoine 24,591
     shares, $1,355,579; Dr. McConnell 13,241 shares, $729,910; Mr. James 15,935
     shares, $878,417; and Mr. Wichmann 15,885 shares,  $875,661.  Dividends are
     paid quarterly to restricted stockholders.
                                                                                
2    Consists of above-market  interest accruing on deferred compensation
     (portion of interest in excess of 120% of the applicable  federal long-term
     rate) and Company  contributions to defined  contribution  plan (401(k)) as
     follows:  Mr.  Johnson - 1996  above-market  interest  $34,650,  and 401(k)
     $1,000;  Mr.  Chicoine - 1996  above-market  interest  $18,863,  and 401(k)
     $1,000;  Dr. McConnell - 1996  above-market  interest  $10,925,  and 401(k)
     $1,000; Mr. James - 1996 above-market  interest $11,262, and 401(k) $1,000;
     and Mr. Wichmann - 1996 above-market interest $18, 652, and 401(k) $1,000.
</FN>
</TABLE>


<PAGE>


     The following table sets forth stock option grants for fiscal year 1996:
<TABLE>
<CAPTION>

                                   STOCK OPTION/SAR GRANTS IN FISCAL YEAR 1996
          ----------------------------------------------------------------------------------------------
                                                       Individual Grants
          ----------------------------------------------------------------------------------------------
          ----------------------------------------------------------------------------------------------
          Name                  Number of      Percent of      Exercise or  Expiration   Grant date
                                securities     total           base price   date         present value
                                underlying     options/SARs    ($/share)                 $2
                                options/SARs   granted to
                                granted (#)1   employees in
                                               fiscal year
                                               1996
                   (a)               (b)             (c)           (d)          (e)           (f)
          ----------------------------------------------------------------------------------------------
          ----------------------------------------------------------------------------------------------
          <S>                       <C>            <C>           <C>          <C>        <C>
          Charles S. Johnson        304,000        31.2%         $43.125      09/12/05   4,526,560
          Jerry L. Chicoine         103,000        10.6%         $43.125      09/12/05   1,533,670
          Richard L. McConnell      103,000        10.6%         $43.125      09/12/05   1,533,670
          John D. James             103,000        10.6%         $43.125      09/12/05   1,533,670
          Robert K. Wichmann         40,000         4.1%         $43.125      09/12/05     595,600
          ----------------------------------------------------------------------------------------------
<FN>
1    Although many other companies grant stock options annually, it is
     currently  anticipated  that  options  will be granted only once every five
     years to eligible  employees  because of the  long-term  nature of the seed
     business. The options granted in September,  1995 will not fully vest until
     five  years  after the grant  (1/3 of the  options  will vest after each of
     years 3, 4 and 5). All options were granted with an exercise price equal to
     the fair  market  value of the  underlying  stock at the date of grant.  In
     addition, the options will vest upon a change in control,  death, permanent
     disability or retirement.

2    Since options will likely be granted only once every five years, the
     present  value  reflects  options  intended  to be granted  for a five-year
     period.  Value of $14.89 per share underlying the option is derived through
     application of the Black-Scholes option pricing model calculation as of the
     date of the grant.  The actual  value,  if any, an officer may realize will
     depend on the excess of the stock price over the exercise price on the date
     the option is exercised, so there is no assurance the value realized by the
     named   individual   will  be  at  or  near  the  value  estimated  by  the
     Black-Scholes  model.  Creation of shareholder value will be the key to the
     actual value realized.

     The  variables  required by the  Black-Scholes  model to estimate  the
     present  value of a stock  option  include  the:  grant  price of the stock
     option,  exercise  price of the  option,  length the stock  option is held,
     risk-free  interest rate over the stock option term,  estimated stock price
     volatility,  and estimated  dividend yield of the stock. For the purpose of
     determining  the value on an option of the  Company's  stock the  following
     values were assumed: exercise price of $43.125, option held for five years,
     interest rate of 6.4% based on a treasury  strip due in ten years quoted in
     the  9/12/95  Wall  Street  Journal,   volatility   based  on  stock  price
     fluctuation  assessed  over the three year period ending 8/95 and estimated
     dividend yield of 1.9% as quoted in the 9/12/95 Wall Street Journal.
</FN>
</TABLE>

The following table sets forth option exercises and holdings:
<TABLE>
<CAPTION>

                              AGGREGATED OPTION/SAR EXERCISES IN FISCAL YEAR 1996 AND
                                         FISCAL YEAR-END OPTION/SAR VALUES
        ----------------------------------------------------------------------------------------------------
        Name                       Shares    Value       Number of securities       Value of unexercised
                                  acquired   realized   underlying unexercised   options/SARs at FY-end ($)
                                     on        ($)    options/SARs at FY-end (#) Exerciseable/Unexerciseable1
                                  exercise            Exerciseable/Unexerciseable
                                     (#)
                  (a)                (b)       (c)               (d)
        ----------------------------------------------------------------------------------------------------
        ----------------------------------------------------------------------------------------------------
        <S>                          <C>       <C>            <C>                   <C>
        Charles S. Johnson           N/A       N/A            0/304,000             $0/3,648,000
        Jerry L. Chicoine            N/A       N/A            0/103,000             $0/1,236,000
        Dr. Richard L. McConnell     N/A       N/A            0/103,000             $0/1,236,000
        John D. James                N/A       N/A            0/103,000             $0/1,236,000
        Robert K. Wichmann           N/A       N/A             0/40,000               $0/480,000
        ----------------------------------------------------------------------------------------------------
<FN>

1   Value  determined  from  market  price at  fiscal  year end  ($55.125)  less
    exercise price ($43.125). The actual value, if any, an executive may realize
    will  depend  on the  stock  price on the date of  exercise,  so there is no
    assurance  the  value  stated  will be equal to the  value  realized  by the
    executive.
</FN>
</TABLE>

<TABLE>
<CAPTION>

Pension Plans
                                    Estimated Annual Retirement Benefits
                                       for Years of Service Indicated
               --------------- ---------- ---------- ----------- --------- ---------- ----------
                   Average
                Compensation*     10         15         20          25         30        35
               --------------- ---------- ---------- ----------- --------- ---------- ----------
                   <S>         <C>        <C>         <C>         <C>        <C>      <C>
                   $400,000    $240,000   $240,000    $240,000    $240,000   $240,000 $240,000
               --------------- ---------- ---------- ----------- --------- ---------- ----------
               --------------- ---------- ---------- ----------- --------- ---------- ----------
                    600,000     360,000    360,000     360,000     360,000    360,000  360,000
               --------------- ---------- ---------- ----------- --------- ---------- ----------
               --------------- ---------- ---------- ----------- --------- ---------- ----------
                    800,000     480,000    480,000     480,000     480,000    480,000  480,000
               --------------- ---------- ---------- ----------- --------- ---------- ----------
               --------------- ---------- ---------- ----------- --------- ---------- ----------
                  1,000,000     600,000    600,000     600,000     600,000    600,000  600,000
               --------------- ---------- ---------- ----------- --------- ---------- ----------
               --------------- ---------- ---------- ----------- --------- ---------- ----------
                  1,200,000     720,000    720,000     720,000     720,000    720,000  720,000
               --------------- ---------- ---------- ----------- --------- ---------- ----------
               --------------- ---------- ---------- ----------- --------- ---------- ----------
                  1,400,000     840,000    840,000     840,000     840,000    840,000  840,000
               --------------- ---------- ---------- ----------- --------- ---------- ----------
               --------------- ---------- ---------- ----------- --------- ---------- ----------
                  1,600,000     960,000    960,000     960,000     960,000    960,000  960,000
               --------------- ---------- ---------- ----------- --------- ---------- ----------
               --------------- ---------- ---------- ----------- --------- ---------- ----------
                  1,800,000    1,080,000  1,080,000  1,080,000   1,080,000  1,080,000 1,080,000
               --------------- ---------- ---------- ----------- --------- ---------- ----------
               --------------- ---------- ---------- ----------- --------- ---------- ----------
                  2,000,000    1,200,000  1,200,000  1,200,000   1,200,000  1,200,000 1,200,000
               --------------- ---------- ---------- ----------- --------- ---------- ----------
               --------------- ---------- ---------- ----------- --------- ---------- ----------
                  2,200,000    1,320,000  1,320,000  1,320,000   1,320,000  1,320,000 1,320,000
               --------------- ---------- ---------- ----------- --------- ---------- ----------
<FN>

*   Average  compensation  includes  salary,  bonus, and Restricted Stock valued
    without  regard to  restrictions  on  transfer  (as  reported in the Summary
    Compensation Table).
</FN>
</TABLE>

The above  table  shows the target  amount of  combined  annual  pension  income
payable to a covered  participant  at normal  retirement  age (age 65) under the
Company's  qualified  defined benefit  pension plan,  social  security,  and the
Company's  non-qualified  supplemental  pension plan (SERP).  The Company  plans
provide for the payment of  post-retirement  benefits on a life and 15-year term
certain basis with death benefits  payable to an employee's  surviving spouse or
other designated beneficiary.

The calculation of retirement benefits under the qualified pension plan is based
upon years of service with the Company and average earnings for the highest five
(5) consecutive  years out of the last ten (10) years preceding  retirement (age
55 with at least  five (5)  years of  service).  Covered  compensation  includes
salary and bonus (as  reported  in the  Summary  Compensation  Table).  Years of
service as of August 31, 1996 for Named Executive  Officers are as follows:  Mr.
Charles S. Johnson:  31 years;  Mr. Jerry L. Chicoine:  11 years; Dr. Richard L.
McConnell: 22 years; Mr. John D. James: 12 years; and Mr. Robert K. Wichmann: 37
years.

The non-qualified  supplemental  pension plan (SERP) provides for the payment of
additional benefits to certain Executive Officers (including the Named Executive
Officers).  At  normal  retirement  age (age 65) and upon  early  retirement  as
accepted and approved by the Board of Directors,  these Executive  Officers will
receive,  when combined with qualified pension plan benefits and social security
benefits,  60% of their final  average  earnings  regardless  of their length of
service.  Benefits may also be payable  upon a  disability.  These  benefits are
based  on  average  earnings  for the  last  four  (4)  fiscal  years  preceding
retirement.  Covered compensation  includes salary, bonus, and Restricted Stock,
valued  without regard to  restrictions  on transfer (as reported in the Summary
Compensation  Table).  Benefits  will be paid  out on a life  and  15-year  term
certain basis with death benefits  payable to an employee's  surviving spouse or
other designated beneficiary.

For purposes of the  non-qualified  supplemental  pension  plan (SERP),  covered
compensation  includes salary,  bonus and Restricted Stock. Covered compensation
as of August 31, 1996 for the Named Executive Officers is as follows: Charles S.
Johnson:  $2,727,396;  Jerry L.  Chicoine:  $1,271,460;  Richard  L.  McConnell:
$1,017,185; John D. James: $999,007; and Robert K. Wichmann: $767,716.

Director Compensation

Non-employee  Directors  receive $1,000 per month for serving as Director,  plus
$3,500 for each meeting of the Board of Directors attended, and $500 for certain
special  meetings.  In lieu of the above fees,  Thomas N. Urban received monthly
payments of $25,833.33 commencing September, 1995 and ending December, 1996, for
serving as the  Chairman.  Directors  also are  reimbursed  for travel  expenses
incurred in connection  with their  attendance at Board and Committee  meetings.
Employee  Directors do not receive any  compensation for serving on the Board of
Directors.  Directors may elect to use their  compensation  to purchase stock at
its fair market value through a Monthly Stock Purchase Plan. Dr. Ray A. Goldberg
is paid a fee of $2,083.33 per month for certain consulting services for a three
year period beginning in July, 1995.

Severance Plans and Other Arrangements

The  Company  has no  employment  agreements  with  any of the  Named  Executive
Officers.

The  Company  maintains  a Severance  Compensation  Plan for certain  management
employees (Severance Plan). The Severance Plan is designed to aid the Company in
attracting and retaining the highly  qualified  individuals who are essential to
its  success  and to avoid  distractions  inherent  in the threat of a Change in
Control.

The Severance Plan is triggered upon a Change in Control of the Company.  In the
event of involuntary  termination of employment within three (3) years following
a Change in Control,  participants  under the  Severance  Plan are entitled to a
continuation of certain  benefits for one year and a cash payment equal to three
(3) times the participant's base salary and bonus.  Participants  include all of
the Named  Executive  Officers as well as other key managerial  personnel.  Each
participant  eligible under the Severance Plan is entitled to receive a gross-up
payment  equal  to  the  amount  of  any  federal   excise  taxes  imposed  upon
compensation  payable  upon a Change in Control  and the  additional  taxes that
result from such payment.

The Named  Executive  Officers  and other key  employees  customarily  have been
granted  Restricted  Stock  that  vests  upon  completion  of five (5)  years of
continuous  employment following the grant. In addition,  they have been granted
stock options with a ten (10) year term. The Restricted  Stock and Stock Options
vest upon a Change in Control;  upon termination  because of normal  retirement,
death  or  disability;  upon  early  retirement  accepted  and  approved  by the
Compensation  Committee;  or for other reasons the Compensation  Committee deems
appropriate.

The Named  Executive  Officers and other key  employees  are entitled to receive
non-qualified   Supplemental   Pension   Plan  (SERP)   benefits   and  deferred
compensation  benefits under the Deferred Compensation Plan (the Named Executive
Officers and other key  employees  are  entitled to defer a lifetime  maximum of
$100,000 of their  compensation with earnings at above-market  interest) if they
are terminated  without cause or resign for a stated good reason within five (5)
years  following  a Change in  Control.  Participants'  beneficiaries  will also
receive  benefits in the case of death.  Otherwise,  SERP  benefits will be paid
upon normal  retirement (age 65), or upon early retirement (age 55 with at least
five (5) years of service) accepted and approved by the Compensation  Committee,
or in the  Board of  Directors'  discretion  upon  other  termination.  Deferred
compensation  benefits  will be paid with  accrued  above-market  interest  upon
normal  retirement (age 65), with benefits reduced on early retirement (age 58),
and at the prime interest rate upon other termination.

In addition,  Named  Executive  Officers and other key employees are entitled to
defer up to $25,000 a year under the Annual  Deferred  Compensation  Plan.  Such
compensation  earns a rate of one percent  (1%) above the average of the 10-year
United States Treasury rate and is paid upon retirement or other  termination of
employment.

Company  contributions to the 401(k) Defined Contribution Plan shall vest over a
five (5) year  period  and  otherwise  shall  vest upon  retirement,  death,  or
disability,  and  termination  for other than cause  within three (3) years of a
Change in Control.  The maximum annual contribution by the Company is $1,000 per
employee.

For  purposes of the  Severance  Plan,  the  Restricted  Stock Plan,  SERP,  the
deferred  compensation  plans, and the 401(k) Plan, "Change in Control" means an
acquisition  by any person of 25% or more of any class of voting  securities  of
the  Company  or  election  of 25% or more of the  Board  of  Directors  without
recommendation from the Board.



<PAGE>


                                PERFORMANCE GRAPH

The following  graph compares the  cumulative  total  shareholder  return on the
Company's  Common Stock versus the S&P 500 and Value Line Food Processors  Large
Cap Index and Small Cap Index  combined  ("Combined  Value Line  Index") for the
five (5) year period  commencing  August 31, 1990. The Value Line Food Processor
Large Cap Index includes the Company and the Value Line Food Processor Small Cap
Index includes the Company's only major competitor that is publicly traded.  The
other major  competitors are divisions or subsidiaries of larger publicly traded
companies.

[GRAPHIC OMITTED]

<TABLE>
<CAPTION>

               ------------- ---------- --------- -------- -------- --------- ---------
                               1991      1992      1993     1994     1995       1996
               ------------- ---------- --------- -------- -------- --------- ---------
               <S>            <C>       <C>       <C>      <C>      <C>       <C>
               PHB            $100.00   $154.87   $195.07  $189.37  $265.77   $346.22
               ------------- ---------- --------- -------- -------- --------- ---------
               ------------- ---------- --------- -------- -------- --------- ---------
               S & P 500      $100.00   $108.00   $124.53  $131.66  $160.06   $188.20
               ------------- ---------- --------- -------- -------- --------- ---------
               ------------- ---------- --------- -------- -------- --------- ---------
               Peer Group     $100.00   $104.52   $101.34  $108.78  $127.56   $146.44
               ------------- ---------- --------- -------- -------- --------- ---------
<FN>

Assumes $100  invested at the close of trading on the last trading day preceding
the first day of the fifth preceding fiscal year and reinvestment of dividends.
</FN>
</TABLE>

                                   PROPOSAL 2
                              APPROVAL OF AUDITORS

The Board of Directors,  pursuant to the  recommendation of its Audit Committee,
engaged KPMG Peat Marwick LLP to audit the Company's financial statements.

Although  this  appointment  is not  required to be  submitted  to a vote of the
shareholders, the Board of Directors continues to believe it is appropriate as a
matter of policy to request that  shareholders  ratify the  appointment  of KPMG
Peat Marwick LLP as principal  independent  auditors. If the shareholders should
not ratify the appointment, the Audit Committee will investigate the reasons for
shareholder   rejection  and  the  Board  of  Directors   will   reconsider  the
appointment. Even if the appointment is ratified, the Board of Directors, in its
discretion, may direct the appointment of a different independent auditor if the
Board of Directors  determines  that such a change would be in the best interest
of the Company and its shareholders.

The Company has been  advised  that neither KPMG Peat Marwick LLP nor any of its
partners has any direct or any  material,  indirect,  financial  interest in the
securities  of the Company or any of its  subsidiaries,  and has had no material
relationship  with the  Company  or its  subsidiaries,  except as  auditors  and
consultants on accounting procedures, compensation, securities, and tax matters.

A representative from KPMG Peat Marwick LLP will be at the Annual Meeting,  will
have the opportunity to make a statement,  if the representative so desires, and
will be available to respond to appropriate questions during the meeting.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 2.

                          ANNUAL REPORT TO SHAREHOLDERS

The Company's Annual Report to Shareholders for the fiscal year ended August 31,
1996 is enclosed.  The Annual Report is not to be regarded as Proxy solicitation
material.

                  SHAREHOLDER PROPOSALS FOR 1998 ANNUAL MEETING

The Board of Directors  presently  expects that the 1998 Annual  Meeting will be
held on January 27, 1998. A  shareholder  intending to present a proposal to the
1998  Annual  Meeting and  wishing to have such  proposal  included in the Proxy
Statement  and form of Proxy to be  distributed  by the  Board of  Directors  in
connection  with the 1998 Annual Meeting must submit such proposal in writing to
the Secretary,  Pioneer Hi-Bred  International,  Inc., 700 Capital  Square,  400
Locust  Street,  Des Moines,  Iowa 50309.  Such proposal must be received by the
Company at that address no later than August 12, 1997 in order to be included in
the Proxy Statement.

                                              BY ORDER OF THE BOARD OF DIRECTORS



                                              Jerry L. Chicoine, Secretary

SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE REMINDED TO DATE, SIGN,
AND RETURN THE ENCLOSED PROXY IN THE POSTAGE PREPAID ENVELOPE PROVIDED.



<PAGE>


                                    EXHIBIT A
                                                               December 10, 1996

                      PROCEDURES FOR DETERMINING CHANGES IN
                      BENEFICIAL OWNERSHIP OF COMMON STOCK

Effective  November 14, 1985, the Articles of  Incorporation  of Pioneer Hi-Bred
International,  Inc. (the  "Company")  were amended (the "Voting  Amendment") to
provide  that,  subject to the  provisions  below,  every share of the Company's
Common Stock is entitled to five (5) votes per share if it has been beneficially
owned  continuously  by the same  holder for a period of 36  consecutive  months
preceding the record date for the shareholders'  meeting. All other shares carry
one (1) vote.

In general,  the Voting Amendment provides that a change in beneficial ownership
of a share of Common  Stock occurs  whenever any change  occurs in the person or
group who has, or shares,  voting power,  investment power, the right to receive
sale proceeds,  or the right to receive  dividends or other  distributions  with
respect to such share.

In the  absence  of  proof  to the  contrary  provided  in  accordance  with the
procedures  referred to below, a change in beneficial  ownership shall be deemed
to have occurred  whenever a share of Common Stock is transferred of record into
the name of any person.

In the  case  of a  share  of  Common  Stock  held of  record  in the  name of a
corporation,  partnership,  voting trustee, bank, trust company, broker, nominee
or clearing agency,  or in any other name except that of a natural person, if it
has not been  established  pursuant  to such  procedures  that there has been no
change in the person or persons who direct the  exercise of the powers or rights
referred to above with  respect to such share of Common  Stock during the period
of 36 months immediately  preceding the date on which a determination is made of
the  shareholders  who are  entitled  to  take  any  action,  then a  change  in
beneficial ownership shall be deemed to have occurred during such period.

There are  several  exceptions  and  qualifications  to the terms of the  Voting
Amendment  described above. For a copy of the complete Voting Amendment,  please
contact the Company at the address listed below.

Shareholders  who hold their shares in "street name" or through any other method
specified above are required to submit proof of continued  beneficial  ownership
to the Company in order to be  entitled to five (5) votes per share.  Such proof
must consist of a written  certification by the record owner that there has been
no change in beneficial  ownership (as defined in the Voting  Amendment)  during
the relevant period. The required form for this  certification is attached.  The
Company  reserves  the right,  however,  to require  evidence in addition to the
certification  in situations where it reasonably  believes an unreported  change
may have occurred. Proof (including  certifications) will be accepted only if it
is received by the  Tabulating  Agent at least five (5) days before the date for
the shareholders' meeting.

The Company  will notify  shareholders  of record who are  natural  persons,  in
advance of a shareholders'  meeting,  of the Company's  determination  as to the
number of shares for which they are entitled to five (5) votes per share and the
number of shares for which they are entitled to one (1) vote. This determination
will be shown on the Proxy cards for such  shareholders.  Shareholders of record
who disagree  with such  determination  may certify that no change in beneficial
ownership  has  occurred  during  the  relevant  period  by  following  the same
procedure set out in the previous paragraph for other shareholders.

For Further Information

For further  information  concerning  the Voting  Amendment  in general,  or its
applicability to a shareholder's  particular  circumstances,  please contact the
Company:

                Pioneer Hi-Bred International, Inc.
                700 Capital Square, 400 Locust Street
                Des Moines, IA  50309
                Attention: Jerry L. Chicoine, Secretary
                Telephone number: 515-248-4800 or (800)247-5258


<PAGE>



                       PIONEER HI-BRED INTERNATIONAL, INC.

                         SHAREHOLDER CERTIFICATION FORM
                                       FOR
                         ANNUAL MEETING OF SHAREHOLDERS
                                       ON
                                JANUARY 28, 1997

                    USE ONLY IF YOU CLAIM MORE VOTING RIGHTS
                        THAN INDICATED ON YOUR PROXY CARD

The undersigned certifies that:

     1. Of the  _______________  shares of the  Company's  Common  Stock held of
record by the  undersigned  on the  close of  business  on  November  29,  1996,
________________  shares have been beneficially  owned  continuously by the same
person since November 29, 1993; and

     2.  (Applicable  only to  shareholders  who  are  natural  persons)  -- the
following  is a statement  supporting  why the  undersigned  disagrees  with the
Company's  determination  of the  voting  power (as shown on the Proxy  card) to
which the undersigned is entitled in connection with the Annual Meeting:

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

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

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

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

                             Dated: __________________________________________

---------------------------------------     ------------------------------------
(Print Shareholder Name)                    (Print Shareholder Name)

----------------------------------------    ------------------------------------
Signature of Shareholder(s)                 Signature of Shareholder(s)

Please sign  exactly as name appears on the Proxy for the Annual  Meeting.  When
shares are held by joint  tenants,  both should sign.  When signing as attorney,
executor, administrator, trustee or guardian, please give full title as such. If
a  corporation,  please sign in full  corporate  name by the  President or other
authorized  officer.  If a  partnership,  please  sign  in  partnership  name by
authorized person.

THIS  CERTIFICATION  SHOULD BE RETURNED IN THE ENCLOSED  POSTAGE  PAID  ENVELOPE
PROVIDED.
<PAGE>