UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 10-Q
                                    ---------



   X          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
  ---
                         SECURITIES EXCHANGE ACT OF 1934


                  For quarterly period ended February 28, 1998

                                       OR

            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

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

                         Commission File Number : 0-7908

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


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

</TABLE>



             700 Capital Square, 400 Locust, Des Moines, Iowa 50309
             ------------------------------------------------------
                    (Address of principal executive offices)

Registrant's telephone number, including area code:   (515) 248-4800
                                                     ----------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days.

                             Yes      X            No
                                    -------            ------

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

            Class                           Outstanding at March 27, 1998
            -----                           -----------------------------
Common Stock ($1.00 par value)                        64,968,041
Common Stock - Class B ($1.00 stated value)           16,444,586

<PAGE>



                             PIONEER HI-BRED INTERNATIONAL, INC.

                                            INDEX


<TABLE>
<CAPTION>

                                                                                  PAGE

PART I - FINANCIAL INFORMATION

  Item 1.  Financial Statements

<S>                                                                               <C>
           Consolidated Condensed Balance Sheets -- February 28, 1998,
             August 31, 1997, and February 28, 1997.........................      3-4


           Consolidated Condensed Statements Of Operations-- Six Months
             Ended February 28, 1998 and 1997...............................        5


           Consolidated Condensed Statements Of Cash Flows-- Six Months
             Ended February 28, 1998 and 1997...............................        6


           Notes to Consolidated Condensed Financial Statements.............      7-9


  Item 2.  Management's Discussion and Analysis of Financial Condition
             and Results of Operations......................................    10-14


PART II - OTHER INFORMATION

  Item 6.  Exhibits and Reports on Form 8-K.................................       15

  Signatures................................................................       16

</TABLE>





                                       2
<PAGE>



                         PART I - FINANCIAL INFORMATION

                       PIONEER HI-BRED INTERNATIONAL, INC.

                      CONSOLIDATED CONDENSED BALANCE SHEETS
                            (Unaudited, in millions)



<TABLE>
<CAPTION>
<S>                                                  <C>           <C>               <C>
                                            February 28,    August 31,      February 28,
ASSETS                                         1998            1997             1997
                                               ----            ----             ----

CURRENT ASSETS
    Cash and cash equivalents...........    $     578       $      97       $     333
    Accounts and notes receivable, net..          339             301             232
    Inventories:
      Finished seed.....................          593             245             556
      Unfinished seed...................          197             186             219
      Other.............................           11               9               9
    Deferred income taxes...............           68              57              65
    Prepaid expenses and other
        current assets..................           19               6              12
                                                -----             ---           -----
Total current assets                        $   1,805       $     901        $  1,426

LONG-TERM ASSETS........................           85              93              84



PROPERTY AND EQUIPMENT, net of
    accumulated depreciation and allowances
    February 28, 1998 - $514
    August 31, 1997 - $500
    February 28, 1997 - $495............          555             545             534



INTANGIBLES.............................           60              64              59
                                             --------         --------       --------
                                            $   2,505       $   1,603       $   2,103
                                             ========         ========       ========
</TABLE>

See Notes to Consolidated Condensed Financial Statements.



                                       3
<PAGE>



                       PIONEER HI-BRED INTERNATIONAL, INC.

                      CONSOLIDATED CONDENSED BALANCE SHEETS
                            (Unaudited, in millions)


<TABLE>
<CAPTION>

LIABILITIES AND SHAREHOLDERS'EQUITY          February 28,      August 31,      February 28,
                                                 1998            1997             1997
                                             ------------      ----------      ------------
CURRENT LIABILITIES
<S>                                          <C>              <C>             <C>
    Short-term borrowings.................   $      67        $      91       $      24
    Current maturities of long-term debt..           6                6               2
    Accounts payable, trade...............         175               85             178
    Customer deposits.....................         843               --             753
    Accrued compensation..................          45               60              45
    Income taxes payable..................           4               26              14
    Other accruals........................          77               61              53
                                              --------         --------        --------
      Total current liabilities...........   $   1,217        $     329       $   1,069
                                              --------         --------        --------



LONG-TERM DEBT............................   $      18        $      19       $      25
                                              --------         --------        --------


DEFERRED ITEMS
    Retirement benefits...................   $      88        $      80       $      75
    Income taxes..........................          18               20              13
                                              --------         --------        --------
                                             $     106        $     100       $      88
                                              --------         --------        --------


MINORITY INTEREST IN SUBSIDIARIES.........   $       6        $       7       $       6
                                              --------         --------        --------


SHAREHOLDERS' EQUITY
      Preferred stock, $100 stated value..   $      --        $      --       $      --
      Common stock, $1 par or stated value          93               93              93
      Additional paid-in capital..........         242               43              41
      Retained earnings...................       1,342            1,436           1,186
      Unrealized gain on available-for-sale
        securities, net...................           9               19              21
      Cumulative translation adjustment...         (37)             (26)            (12)
                                              --------         --------        -------- 
                                             $   1,649        $   1,565       $   1,329

    Less:  Cost of common shares
      acquired for the treasury...........        (457)            (393)           (385)
      Unearned compensation...............         (34)             (24)            (29)
                                              --------         --------        -------- 
                                             $   1,158        $   1,148       $     915
                                              --------         --------        --------
                                             $   2,505        $   1,603       $   2,103
                                              ========         ========        ========
</TABLE>

See Notes to Consolidated Condensed Financial Statements.



                                       4
<PAGE>



                       PIONEER HI-BRED INTERNATIONAL, INC.

                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                            (Unaudited, in millions)
<TABLE>
<CAPTION>

                                         Three Months Ended               Six Months Ended
                                      February 28,   February 28,      February 28,  February 28,
                                          1998          1997              1998           1997
                                      ---------------------------       -------------------------


<S>                                   <C>            <C>                <C>            <C>
Net sales..........................   $     302      $     264          $     381      $     354
                                       --------       --------           --------       --------

Operating costs and expenses:
  Cost of goods sold...............   $     147      $     137          $     198      $     187
  Research and product development.          38             33                 72             63
  Selling..........................          69             65                124            116
  General and administrative.......          41             35                 69             65
                                       --------       --------           --------       --------
                                      $     295      $     270          $     463      $     431
                                       --------       --------           --------       --------

  Operating income (loss)..........   $       7      $      (6)         $     (82)     $     (77)

Investment income..................           7              5                 25              9
Interest expense...................          (3)            (2)                (5)            (4)
Net exchange and other
  gains (losses)...................          (3)             3                 (8)             1
                                       --------       --------           --------       --------

  Income (loss) before items shown
    below..........................   $       8      $      --          $     (70)     $     (71)

Provision for income taxes.........          (2)            (1)                25             26
Minority interest and other........          (2)            (1)                (2)            (2)
                                       --------        -------            -------        ------- 


  Net income (loss)................   $       4      $      (2)         $     (47)     $     (47)

Preferred stock dividend...........           5             --                  9             --
                                        --------       -------           --------        -------

  Net (loss) attributable to
    common shareholders............   $      (1)     $      (2)         $     (56)     $     (47)
                                       ========       ========            ========      ======== 

Basic and diluted net (loss) per
  common and class B
  common share*....................   $     (.02)    $    (.02)         $     (.76)    $    (.57)


Dividends per common share*........   $      .26      $    .23          $      .52     $     .46

Average common and class B
  common shares outstanding........         71.6          82.3                73.5          82.4
</TABLE>

* Not in millions
                    See Notes to Consolidated Condensed Financial Statements.


                                       5
<PAGE>



                       PIONEER HI-BRED INTERNATIONAL, INC.

                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                            (Unaudited, in millions)

<TABLE>
<CAPTION>
                                                            Six Months Ended
                                                               February 28,
                                                          1998              1997
                                                          ----              ----
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                   <C>               <C>
  Net (loss).......................................   $     (47)        $     (47)
  Noncash items included in net (loss):
    Depreciation and amortization..................          43                41
    Gain on sale of available-for-sale securities..          --                (7)
    Other..........................................          (9)               --
  Net change in assets and liabilities.............         511               376
                                                        -------           -------
    Net cash provided by operating activities......   $     498         $     363
                                                        -------           -------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures.............................   $     (64)        $     (65)
  Technology Investments...........................          (5)              (16)
  Proceeds on sale of available-for-sale
     securities....................................          --                17
  Other............................................           5                (5)
                                                        -------          -------- 
    Net cash used in investing activities..........   $     (64)        $     (69)
                                                        -------          -------- 

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net (payments) proceeds on short-term borrowings.   $     (20)        $      14
  Purchase of common stock.........................      (1,583)              (17)
  Dividends paid on common and preferred stock.....         (47)              (38)
  Net proceeds from issuance of preferred stock....       1,701                --
  Principal payments on long-term borrowing........          (1)              (10)
                                                        -------           ------- 
  Net cash provided by (used in)
      financing activities.........................   $      50          $    (51)
                                                        -------           ------- 

Effect of foreign currency exchange rate changes on
    cash and cash equivalents......................   $     (3)                (9)
                                                        ------            ------- 

    Net increase in cash and cash equivalents......   $     481         $     234
Cash and cash equivalents, beginning...............          97                99
                                                        -------           -------
CASH AND CASH EQUIVALENTS, ENDING..................   $     578         $     333
                                                        =======           =======

SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION
  Cash paid for:
    Interest.......................................   $       5         $       4
                                                        =======           =======
    Income taxes...................................   $      23         $      35
                                                        =======           =======

NONCASH FINANCING ACTIVITIES:
  Retirement of 16,466,045 shares of treasury stock:
    Common stock...................................   $      16         $      --
    Additional paid in capital.....................       1,509                --
                                                        -------           -------       
    Treasury stock.................................   $   1,525         $      --
                                                        =======           =======  
</TABLE>

See Notes to Consolidated Condensed Financial Statements.



                                       6
<PAGE>



                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


                       PIONEER HI-BRED INTERNATIONAL, INC.


              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

1.   In the opinion of the  Company,  the  accompanying  unaudited  consolidated
     condensed financial statements contain all adjustments  (consisting of only
     normal  recurring  accruals)  necessary  to fairly  present  the  financial
     position as of February  28, 1998 and 1997,  and the results of  operations
     and cash flows for the six months ended February 28, 1998 and 1997. Because
     of the seasonal nature of the Company's business, the results of operations
     for the six months  ended  February  28, 1998,  are not  indicative  of the
     results to be expected for the full year.

2.   The Company has  guaranteed  the  repayment  of  principal  and interest on
     certain obligations of Village Court Associates,  an affiliated real estate
     venture.  At February 28, 1998, such guarantees  totaled  approximately $23
     million.

3.   DeKalb  Genetics  Corporation  ("DeKalb")  has filed five lawsuits  against
     Pioneer  alleging that  insect-resistant  corn products that use a Bt gene,
     and corn products resistant to a glufosinate herbicide, infringe on certain
     DeKalb  patents.   After  reviewing  the  Company's  intellectual  property
     position,  all of DeKalb's patent filings,  and DeKalb's lawsuits,  Pioneer
     believes  DeKalb's  claims are without merit.  Pioneer has denied  DeKalb's
     allegations and raised defenses that, if successful,  would render DeKalb's
     patents invalid. Pioneer believes that disposition of the lawsuits will not
     have a materially adverse effect on the consolidated financial position and
     results of operations  of the Company.  Pioneer also does not expect delays
     in the  introductions  of advanced  corn hybrids with insect and  herbicide
     resistance because of these lawsuits.

4.   In  September  1997,  the  Company  and E.I. du Pont de Nemours and Company
     (DuPont)  executed an  agreement  that  creates one of the world's  largest
     private agricultural research and development collaborations. The companies
     also formed a joint  venture that will market  improved  quality  traits to
     increase the value of crops for livestock  feeders,  grain processors,  and
     other end users. The joint venture will not sell seed.  Pioneer will be the
     preferred  worldwide  provider and  marketer of quality  trait seed for the
     joint venture.  The joint venture began operations January 1, 1998, and the
     Company's share of loss for the two months ended February 28, 1998, was not
     material.

     In  connection  with the above  agreements,  DuPont also acquired an equity
     interest in Pioneer  through the  purchase of 164,446  shares of  preferred
     voting stock for $1.71 billion.  Effective January 30, 1998, each preferred
     share was  converted  into 100 shares of class B common stock with a stated
     value of $1 per share,  or $16.4  million.  As required  by the  agreement,
     Pioneer used  approximately  $1.52  billion of the proceeds from the DuPont
     investment to purchase  approximately  16.4 million of the Company's common
     outstanding shares through a Dutch auction  self-tender.  The common shares
     reacquired by the Company were subsequently  retired, but remain authorized
     and  unissued.  The net  effect  of these  equity  transactions,  including
     associated  transaction  costs,  was an increase in class B common stock of
     $16 million, a decrease in common stock of $16 million,  and an increase in
     additional paid in capital of approximately $180 million,  the use of which
     is unrestricted.  Immediately following the completion of the Dutch auction
     self-tender,  DuPont's  equity  interest  in Pioneer was  approximately  20
     percent.

     The  agreement,  among other things,  includes a standstill  provision that
     prohibits DuPont from increasing its ownership  interest in the Company for
     16 years  without the consent of the Company.  DuPont also gained two seats
     on the Company's board of directors.

                                    7
<PAGE>

5.   SFAS No.  128,  "Earnings  Per Share"  (SFAS  128),  which is  intended  to
     simplify the earnings per share  computation and increase  comparability of
     earnings  per  share  on an  international  basis,  was  effective  for the
     Company's second quarter ending February 28, 1998, and required restatement
     of all prior period earnings per share data presented.

     As  previously  presented  under  APB15,  the Company was only  required to
     disclose  primary  earnings  per  share.  Under  SFAS 128,  the  Company is
     required  to  disclose  both basic and  diluted  earnings  per  share.  The
     Company's  presentation of diluted earnings per share under SFAS 128 is not
     expected to  materially  differ from the Company's  previous  disclosure of
     primary earnings per share under APB15.

6.   Except  for the  calculation  of votes per  share,  shareholder  rights and
     preferences  are  substantially  the same for both common stock and class B
     common  stock.  Therefore,  both are included  jointly in all  reference to
     common stock.  The following  table  summarizes  the  computation  of basic
     weighted-average common shares outstanding for the periods presented:
<TABLE>
<CAPTION>

    Three Months Ended February 28,                                1998            1997
    -----------------------------------------------------------------------------------
    (in millions)

        Number of shares of common stock
<S>                                                                <C>             <C>
        outstanding at beginning of period                         65.8            82.4

        Weighted-average number of shares of
        common stock issued during the period                       6.0              --

        Weighted-average number of shares of
        common stock purchased for the treasury
                                                                    (.2)            (.1)
                                                                   ----            ---- 

        Weighted-average number of shares of
        common stock outstanding during the period                 71.6            82.3
                                                                   ====            ====



    Six Months Ended February 28,                                  1998            1997
    -----------------------------------------------------------------------------------
    (in millions)

        Number of shares of common stock
        outstanding at beginning of period                         82.2            82.4

        Weighted-average number of shares of
        common stock issued during the period                       3.0              --

        Weighted-average number of shares of
        common stock purchased for the treasury                   (11.7)             --
                                                                  -----           -----    

        Weighted-average number of shares of
        common stock outstanding during the period                 73.5            82.4
                                                                  =====           =====
                                           
</TABLE>


                                       8
<PAGE>



7.  The  following  tables  provide  a  reconciliation  of  the  numerators  and
    denominators of the basic and diluted  earnings per share  computations  for
    the periods presented:

<TABLE>
<CAPTION>
                                          February 28, 1998                  February 28, 1997
                                  -----------------------------       ----------------------------
<S>                               <C>        <C>        <C>           <C>        <C>        <C>
                                  Income/    Shares                   Income/     Shares
                                  (Loss)     Denom-     Per-Share     (Loss)      Denom-    Per-Share
    Three Months Ended            Numerator   inator    Amount        Numerator    inator   Amount
    ------------------            ---------   ------    ------        ---------    ------   ------
    (in millions, except
       per share amounts)

    Net income/(loss)              $    4                              $   (2)
    Less:  Preferred
        stock dividends                (5)                              -----
                                    -----                                    

    Basic earnings per share:
    (Loss) attributable to
        common shareholders        $   (1)      71.6     $  (.02)      $   (2)       82.3   $  (.02)
                                                           =====                              ===== 
    Effect of dilutive securities:
    Convertible preferred stock        --         --                       --          --
    Stock options                      --         --                       --          --
                                    -----      -----                    -----       -----
    Diluted earnings per share:
    (Loss) attributable to
        common shareholders        $   (1)   $  71.6     $  (.02)      $   (2)       82.3  $   (.02)
                                    =====     ======      ======        ======      =====     ===== 


                                          February 28, 1998                   February 28, 1997
                                          -----------------                   -----------------
                                  Income/    Shares                   Income/     Shares
                                  (Loss)     Denom-     Per-Share     (Loss)      Denom-    Per-Share
    Six Months Ended              Numerator   inator    Amount        Numerator    inator   Amount
    ----------------              ---------   ------    ------        ---------    ------   ------
    (in millions, except
       per share amounts)

    Net (loss)                     $  (47)                             $  (47)
    Less:  Preferred
        stock dividends                (9)                                 --
                                    -----                               -----                                   

    Basic earnings per share:
    (Loss) attributable to
        common shareholders        $  (56)      73.5     $  (.76)      $  (47)       82.4     $ (.57)    
                                                          =======                              ===== 

    Effect of dilutive securities:
    Convertible preferred stock        --         --                       --          --
    Stock options                      --         --                       --          --
                                    -----      -----                    -----       -----
    Diluted earnings per share:
    (Loss) attributable to
        common shareholders        $  (56)   $  73.5     $  (.76)      $  (47)       82.4     $ (.57)
                                    =====     ======      ======        =====       =====      ===== 
</TABLE>
  
    As all periods presented reflect a loss attributable to common shareholders,
the effect of convertible  preferred stock and stock options are not included in
the   calculation   of  diluted   earnings  per  share  as  their   effects  are
anti-dilutive. Including these effects for the three month and six month periods
ending February 28, 1998, diluted earnings per share would have totaled $.04 and
$(.55), respectively.




                                    9
<PAGE>




                       PIONEER HI-BRED INTERNATIONAL, INC.


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


    The following  discussion  should be read in  conjunction  with the attached
unaudited condensed  consolidated  financial  statements and notes, and with the
Company's  audited  financial  statements  and notes for the  fiscal  year ended
August 31, 1997.


MATERIAL CHANGES IN FINANCIAL CONDITION:

    Due to the seasonal nature of the  agricultural  seed business,  the Company
generates most of its cash from operations  during the second and third quarters
of the fiscal  year.  Cash  generated  during this time is used to meet the cash
needs of the period and to pay the commercial  paper and accounts  payable which
are the  Company's  primary  sources  of  financing  during the first and fourth
quarters  of the  fiscal  year.  Any excess  funds are  invested,  primarily  in
short-term commercial paper.

    Most of the  Company's  financing is done through the issuance of commercial
paper in the  U.S.,  backed  by  revolving  and  seasonal  lines of  credit.  In
addition,  foreign lines of credit and direct  borrowing  agreements  are relied
upon to support overseas financing needs.  Short-term debt at February 28, 1998,
consisted of $67 million in direct short-term borrowings from foreign banks.


During  fiscal  1998,  the Company has the  following  domestic  lines of credit
available: (in millions) 
                                    Revolving      Seasonal      Total         
                                    ---------      --------      -----         
                First quarter       $200           $100          $300
                Second quarter      $200           $100          $300
                Third quarter       $200           $ --          $200
                Fourth quarter      $200           $ --          $200


    Cash and cash  equivalents  and  customer  deposits  at February  28,  1998,
increased  from a year  earlier due to higher  advance cash  collections  in the
current year.  The Company does not record a sale until seed is delivered to the
customer. In addition,  the Company's cash position increased,  in part, because
of the money  remaining  after the sale of  preferred  shares to DuPont  and the
subsequent Dutch auction self tender, in which Pioneer  purchased  approximately
20 percent of its outstanding shares.

    Higher sales revenue in North America and Italy, combined with longer credit
terms in Latin America and Mexico,  contributed  to the current year increase in
accounts receivable at February 28, 1998, when compared to prior year results.

    Short-term  borrowings are higher at February 28, 1998, when compared to the
prior  year as a result of  slower  collections  on  receivables  outside  North
America resulting from extended credit terms.

    Additional  paid-in  capital and treasury stock were impacted in the current
period by the Company's investment agreement with DuPont (see Note 4 of Notes to
Consolidated Condensed Financial Statements).  The Company issued 164,446 shares
of  preferred  stock  with a stated  value of $100 per share to DuPont for $1.71
billion.  The Company  then  repurchased  16.4 million of the  Company's  common
shares for approximately $1.52 billion.  The Company has subsequently  converted
the  preferred  stock into 16.4  million  shares of class B common  stock with a
stated value of $1 per share.



                                      10
<PAGE>



    Also  impacting  treasury  stock for the six months ended February 28, 1998,
was the repurchase of 546,600 shares of the Company's stock for a total of $58.2
million through the Company's share  repurchase  program.  At February 28, 1998,
the remaining number of shares  authorized to be repurchased under the Company's
program totaled approximately 1.6 million.


MATERIAL CHANGES IN RESULTS OF OPERATIONS:

    Net loss for the six months  ended  February  28,  1998,  was $47 million on
sales of $381  million.  After  payment  of  preferred  dividends,  the net loss
attributable to common  shareholders  totaled $56 million, or $.76 per share. In
the first six  months of fiscal  1997,  the  Company  recorded a net loss of $47
million, or $.57 per share, on sales of $354 million.

    Due to the  seasonality  of the  seed  business,  partial-year  results  and
quarter-to-quarter  comparisons  are not always  meaningful.  Accordingly,  such
quarterly  comparisons  are not  emphasized.  Typically,  most of the  Company's
revenue and operating profit are generated in the third quarter.

    Results  during the first six  months of fiscal  1998 were  affected  by the
completion  of an  agreement  with DuPont  (see Note 4 of Notes to  Consolidated
Condensed Financial Statements). Under terms of the agreement, DuPont purchased,
at a price of $1.71  billion,  preferred  voting shares which have  subsequently
been  converted  into 16.4 million  class B common  shares of the  Company.  The
Company used most of the proceeds to purchase a similar  amount of common shares
through a Dutch auction self-tender. As a result, DuPont's ownership interest in
Pioneer stands at approximately 20 percent.

    Current year second  quarter  results,  excluding  the impact from the above
equity  transactions,  were a loss  of $56  million,  or  $.68  per  share.  The
following table  summarizes the components of the loss per share as reported and
excluding the impact from the equity transactions with DuPont:

                                                   As          Excluding Equity
Period Ended February 28, 1997                     Reported      Transactions
--------------------------------------------       --------      ------------
(in millions)                                      

    Reported net loss                              $ (47.3)            $ (47.3)
    Preferred dividends paid                          (8.5)                 --
    Interest benefit from DuPont proceeds               --                (8.9)
                                                    ------              ------ 

    Loss attributable to common shareholders       $ (55.8)            $ (56.2)
                                                    ======              ====== 

    Average shares outstanding                        73.5                82.1
                                                    ======              ======

    Net loss per common share                      $  (.76)            $  (.68)
                                                    ======              ====== 


     In North  America,  Pioneer(R)  brand seed corn hybrids  performed  well in
wide-area  testing  during  the  1997  harvest.   After  approximately   280,000
side-by-side  comparisons  conducted  by Pioneer  during the 1997  harvest,  the
Company's  corn hybrids  posted a 6.4 bushel per acre yield  advantage  over the
average of  competitors'  products.  In  particular,  the  Company's Bt products
performed  exceptionally  well,  posting  nearly  a 12  bushel  per  acre  yield
advantage over the average of competitors'  Bt products.  In addition to Bt corn
hybrids,  new releases for 1998  included  high-yielding  conventional  hybrids,
products for the rapidly growing  high-oil  market,  hybrids with better disease
resistance, as well as new white and waxy corn hybrids for the starch industry.
Demand for new products in the current year is strong.

    Seed corn units  invoiced  through  second quarter are running ahead of last
year.  In  particular,  Bt corn unit sales are  estimated at  approximately  2.5
million  for  the  year.  Overall,  current  year  sales  of  higher-priced  new
technology  seed corn  products  are  estimated to  represent  approximately  40
percent of total current year seed corn unit sales.

                                       11
<PAGE>

    The  price  per unit of seed corn sold in North  America  is  increasing  as
customers move to higher-priced premium products.  The level of increase will be
affected by product mix and intense price competition in the industry.  Per-unit
seed corn cost of sales in North America is expected to hold  relatively  steady
compared to 1997.

    Soybean  invoicing is running well ahead of  year-to-date  units a year ago.
Glyphosate-resistant  products are expected to represent more than 35 percent of
total North American soybean sales, compared to 17 percent of total sales a year
ago. Therefore, margins in North America should improve because of their premium
sales price over elite varieties.

    Weather,   currency   fluctuations,   economic   instability,   and  product
performance  are the most  significant  factors  that  could  affect  operations
outside North America,  therefore,  predicting  results for these  operations is
more difficult.  Operating results for most operations outside the United States
should improve from a year ago on a local currency  basis,  however,  the strong
dollar is expected to reduce annual  reported  pre-tax  consolidated  results by
more than $25 million.

    As always, uncertainties exist that could affect the Company's expectations,
and  fluctuations  in expected  results are likely as more  information  becomes
available. Some of the important factors that could cause actual results to vary
significantly from management's expectations noted in forward looking statements
include the weather, government programs/approvals, commodity prices, changes in
corn acreage,  intellectual  property positions,  product performance,  customer
preferences, currency fluctuations, and costs.

Six Months Ended February 28, 1998 compared to the Six Months Ended February 28,
1997

    Operating results for the first half of fiscal 1998 were impacted by earlier
deliveries  in North  America and Europe,  higher  investments  in research  and
product  development,  selling  expenses,  and marketing  costs  supporting  the
Company's  expanded  introduction  of new corn  hybrids,  and an increase in net
financial income.



                                      12
<PAGE>



Net Sales and Operating Profit (Loss)
(Unaudited, in millions)

<TABLE>
<CAPTION>
                              Quarter Ended                          Six Months Ended
                               February 28,      Increase/             February 28,       Increase/
                          1998          1997    (Decrease)           1998        1997     (Decrease)
                          --------------------------------           --------------------------------
Net sales:
<S>                     <C>         <C>          <C>             <C>          <C>         <C>
  Corn................  $     254   $     228    $      26       $     277    $     268   $       9
  Other...............         48          36           12             104           86          18
                          -------     -------      -------         -------      -------     -------

Total net sales.......  $     302   $     264    $      38       $     381    $     354   $      27
                          =======     =======      =======         =======      =======     =======

Operating profit (loss):
  Corn................  $      46   $      28    $      18       $     (22)   $     (25)  $       3
  Other...............        (15)        (14)          (1)            (15)         (13)         (2)
                          -------     -------      -------         -------      -------      ------ 

  Product line operating
    profit (loss).....  $      31   $      14    $      17       $     (37)   $     (38)  $       1

  Indirect general and
    administrative
      expenses........        (24)        (20)          (4)            (45)         (39)         (6)
                          -------     -------      -------         -------      -------     ------- 

Operating income
  (loss)..............  $       7   $      (6)   $      13       $     (82)   $     (77)  $      (5)
                          =======     =======      =======         =======      =======     ======= 

Units delivered,
  North America:
    Corn..............     1.723         1.593        .130           1.723        1.594         .129
</TABLE>

SEED CORN

North America

    Year-to-date  North  American seed corn  operating loss decreased $6 million
from the same period a year ago.  Current year unit sales through second quarter
reflect only those units that have been delivered to customers,  and are running
ahead of those recorded in the previous year. The Company does not record a sale
until  the  customer  takes  delivery  of the  seed.  Seed  price  per unit also
increased compared to the prior year, positively impacting year-to-date results.
Current year-to-date  operating income was primarily impacted by higher research
and product  development,  selling expenses,  and marketing costs supporting the
Company's expanded introduction of new corn hybrids.

    Seed corn units  delivered are up  approximately  8 percent in North America
due to earlier  deliveries.  Invoiced units to date are also running above those
during the previous year, and customer deposits were up 12 percent compared to a
year earlier.  However,  several  factors could still affect North American seed
corn sales,  including aggressive discounting by competitors which may result in
an increase in the amount of late season returns.

    Net sales price per unit for the first six months of fiscal  1998  increased
over the prior  year due to a  higher-priced  mix of  current  year  sales.  The
Company is excited about the performance of its products,  and plans to continue
to  price  products  to  capture  its  share of the  value of that  performance.
Beginning  in 1997 and into  1998,  the  Company  has  introduced  a new wave of
high-performance hybrids for the North American market. Approximately 40 percent
of current  year unit  sales are  expected  to be from  these new  higher-priced
technology  products introduced in 1997 and 1998. Current year cost of sales per
unit should be comparable to last year.

                                     13
<PAGE>

    Research  and  product  development  costs in  North  America  increased  $7
million,  or 18 percent,  compared to the same period a year ago. The  Company's
continued  emphasis on  developing  improved  products  for  customers  played a
significant  role in the current year  increase.  Integrating  new technology is
essential  to crop  genetic  improvements.  The  Company  has  more  than  1,000
agreements with third parties specializing in technology which will help improve
the  Company's  germplasm  base and deliver  enhanced  products to the Company's
customers.


Other Regions

    Seed corn operating  income  outside North America  increased $9 million for
the first six months of fiscal 1997 compared to the previous year.

    Current year European operations  increased $15 million from the same period
a year ago.  Earlier  seed  deliveries  in Italy  and  France  and  sales  price
increases in Italy were the primary drivers for improved current period results.
Strengthening  of the U.S.  dollar  against  European  currencies had a negative
impact of $4 million on current  year-to-date  reported results.  Excluding this
impact,  the region  posted an  improvement  of  approximately  $19 million over
results the same period a year previous.

     Latin American  operations  decreased $5 million for the first half of 1997
compared to the same period a year ago.


OTHER PRODUCTS

    The current year  operating  loss from other  products  increased $2 million
from the loss recorded a year earlier. Higher research and development costs and
selling expenses account for most of the current year-to-date change.


INDIRECT GENERAL AND ADMINISTRATIVE EXPENSES

    Current year-to-date indirect general and administrative  expenses increased
$6 million over 1997 levels.  Increased  employee  compensation costs and higher
training and  development  costs,  resulting  from  investments  in  information
systems within North America and Europe,  were a significant part of the current
year increase.


NET FINANCIAL AND TAXES

    Current period net investment income for the first six months of fiscal 1998
increased $16 million from what was recorded in the prior year  primarily due to
interest earned on the net proceeds from DuPont's investment in the Company. Net
exchange and other gains and losses were  impacted by a gain of $7 million ($.04
per share  after  taxes  and all  associated  costs) on the sale of one  million
shares of Mycogen  Corporation stock in the first six months of 1997 not present
in the same period this year.  Also  impacting  net exchange and other gains and
losses was the  strengthening  U.S.  dollar within  various  regions  around the
world.

    The worldwide  effective tax rate reflected in the first half of fiscal 1998
was 35 percent.  The  worldwide  effective tax rate for the first half of fiscal
1997 was 36 percent.  The  effective  tax rate  reflected in the current year is
based on all information  available to date. The effective tax rate on an annual
basis may vary from what is reflected in the current period, in part as a result
of the level of earnings and associated tax rates from the various  countries in
which the Company operates.



                                    14
<PAGE>




                       PIONEER HI-BRED INTERNATIONAL, INC.

                           PART II - OTHER INFORMATION



Item 6. - Exhibits and Reports on Form 8-K

         a.Exhibits

              Financial Data Schedule (Exhibit 27)

         b.Reports on Form 8-K

              No reports on Form 8-K were filed with the  Commission  during the
six months ended February 28, 1998.




                                      15
<PAGE>


                             PIONEER HI-BRED INTERNATIONAL, INC.

                                          SIGNATURES



    Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                       PIONEER HI-BRED INTERNATIONAL, INC.
                                                     (Registrant)



                           By       /s/   JERRY L. CHICOINE
                           ---------------------------------------
                                JERRY L. CHICOINE
                                Executive Vice President and Chief
                                Operating Officer


                           By       /s/   BRIAN G. HART
                           ----------------------------------------
                                BRIAN G. HART
                                Vice President and Chief
                                Financial Officer