================================================================================
                                  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, 1997

                                       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)

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



              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 28, 1997
------------------------------                 -----------------------------
Common Stock ($1.00 par value)                         82,223,623

================================================================================



<PAGE>


                             PIONEER HI-BRED INTERNATIONAL, INC.


                                            INDEX
<TABLE>
<CAPTION>


                                                                                 PAGE

PART I - FINANCIAL INFORMATION
  <S>                                                                            <C>

  Item 1.  Financial Statements

           Consolidated Condensed Balance Sheets -- February 28, 1997,
             August 31, 1996, and February 29, 1996.........................      3-4


           Consolidated Condensed Statements Of Operations -- Three Months
             and Six Months Ended February 28, 1997 and February 29, 1996...        5


           Consolidated Condensed Statements Of Cash Flows -- Six Months
             Ended February 28, 1997 and February 29, 1996..................        6


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


  Item 2.  Management's Discussion and Analysis of Financial Condition
             and Results of Operations......................................     8-12


PART II - OTHER INFORMATION

  Item 6.  Exhibits and Reports on Form 8-K.................................       13

  Signatures................................................................       14

</TABLE>

<PAGE>


                                        PART I - FINANCIAL INFORMATION


                                      PIONEER HI-BRED INTERNATIONAL, INC.


                                    CONSOLIDATED CONDENSED BALANCE SHEETS
                                          (Unaudited, in millions)

<TABLE>
<CAPTION>

                                            February 28,    August 31,     February 29,
                      ASSETS                   1997            1996             1996
                                            -----------     ----------     ------------
<S>                                         <C>             <C>             <C>

CURRENT ASSETS
    Cash and cash equivalents...........    $     333       $      99       $     301
    Accounts and notes receivable, net..          232             243             223
    Inventories:
      Finished seed.....................          556             209             555
      Unfinished seed...................          219             163             121
      Other.............................            9              10               6
    Deferred income taxes...............           65              58              67
    Prepaid expenses and other current
      assets...........................            58               2              45
                                             --------        --------        --------
       Total current assets............     $   1,472       $     784       $   1,318


LONG-TERM ASSETS........................           84              81              97




PROPERTY AND EQUIPMENT, net of
    accumulated depreciation and allowances
    February 28, 1997 - $495
    August 31, 1996 - $484
    February 29, 1996 - $469............          534             510             493



INTANGIBLES.............................           59              47              45
                                             --------        --------        --------

                                            $   2,149       $   1,422       $   1,953
                                             ========        ========        ========


</TABLE>


                  See Notes to Consolidated Condensed Financial Statements.


<PAGE>


                             PIONEER HI-BRED INTERNATIONAL, INC.


                            CONSOLIDATED CONDENSED BALANCE SHEETS
                            (Unaudited, in millions)
<TABLE>
<CAPTION>


LIABILITIES AND SHAREHOLDERS'                February 28,      August 31,    February 29,
EQUITY                                           1997             1996           1996
                                             ------------      ----------    ------------
<S>                                          <C>             <C>              <C>

CURRENT LIABILITIES
    Short-term borrowings.................   $      24        $      13       $      27
    Current maturities of long-term debt..           2               12               9
    Accounts payable, trade...............         224               89             190
    Customer deposits.....................         753               --             663
    Accrued compensation..................          45               65              35
    Income taxes payable..................          14               63               2
    Other accruals........................          53               46              51
                                              --------         --------        --------
      Total current liabilities...........   $   1,115        $     288       $     977
                                              --------         --------        --------


LONG-TERM DEBT............................   $      25        $      25       $      29
                                              --------         --------        --------


DEFERRED ITEMS
    Postretirement benefits...............   $      41        $      40       $      38
    Other.................................          47               44              54
                                              --------         --------        --------
                                             $      88        $      84       $      92
                                              --------         --------        --------


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


SHAREHOLDERS' EQUITY
    Preferred stock, no par value.........   $      --        $      --       $      --
    Common stock, $1 par value............          93               93              93
    Additional paid-in capital............          41               23              21
    Retained earnings.....................       1,186            1,272           1,039
    Unrealized gain on available-for-sale
      securities, net.....................          21               11              18
    Cumulative translation adjustment.....         (12)              (3)             (2)
                                              --------         --------        --------
                                             $   1,329        $   1,396       $   1,169

    Less:  Cost of common shares
      acquired for the treasury...........        (385)            (364)           (303)
      Unearned compensation...............         (29)             (14)            (17)
                                              --------         --------        --------
                                             $     915        $   1,018       $     849
                                              --------         --------        --------
                                             $   2,149        $   1,422       $   1,953
                                              ========         ========        ========
</TABLE>




                  See Notes to Consolidated Condensed Financial Statements.

<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 29,      February 28,  February 29,
                                          1997          1996              1997           1996
                                      ---------------------------      --------------------------
<S>                                   <C>            <C>                <C>            <C>


Net sales..........................   $     264      $     281          $     354      $     373
                                       --------       --------           --------       --------

Operating costs and expenses:
  Cost of goods sold...............   $     137      $     143          $     187      $     196
  Research and product development.          33             31                 63             62
  Selling..........................          65             66                116            119
  General and administrative.......          35             36                 65             67
                                       --------       --------           --------       --------
                                      $     270      $     276          $     431      $     444
                                       --------       --------           --------       --------

  Operating income (loss)..........   $      (6)     $       5          $     (77)     $     (71)

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

  Income (loss) before items shown
    below..........................   $      --      $       9          $     (71)     $     (70)

Provision for income taxes.........          (1)            (3)                26             27
Minority interest and other........          (1)            (2)                (2)            (2)
                                       ---------      --------           ---------      --------


  Net income (loss)................   $      (2)     $       4          $     (47)     $     (45)
                                       ========       ========           ========       ========


Income (loss) per common share*....   $    (.02)     $     .05          $    (.57)     $    (.54)

Dividends per common share*........   $     .23      $     .20          $     .46      $     .40

Weighted average number of common
 shares outstanding................        82.3           83.5               82.4           83.5

* Not in millions

</TABLE>



                    See Notes to Consolidated Condensed Financial Statements.


<PAGE>


                             PIONEER HI-BRED INTERNATIONAL, INC.


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

<TABLE>
<CAPTION>

                                Six Months Ended
                            February 28, February 29,
                                                         1997              1996
                                                      -----------       ------------
<S>                                                   <C>               <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net (loss).......................................   $     (47)        $     (45)
  Noncash items included in net (loss):
    Depreciation and amortization..................          41                36
    Gain on sale of available-for-sale securities..          (7)               --
  Net change in assets and liabilities.............         376               448
                                                       --------          --------
    Net cash provided by operating activities......   $     363         $     439
                                                       --------          --------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures.............................   $     (65)        $     (54)
  Proceeds on sale of available-for-sale securities          17                --
  Other............................................         (21)              (50)
                                                       --------          --------
    Net cash used in investing activities..........   $     (69)        $    (104)
                                                       --------          --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net (payments) proceeds on short-term borrowings.   $      14         $     (29)
  Purchase of treasury stock.......................         (17)               (1)
  Dividends paid...................................         (38)              (33)
  Principal payments on long-term borrowings.......         (10)              (52)
                                                       --------          --------
    Net cash used in financing activities..........   $     (51)        $    (115)
                                                       --------          --------

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

   Net increase in cash and cash equivalents.......   $     234         $     217
Cash and cash equivalents, beginning...............          99                84
                                                       --------          --------
CASH AND CASH EQUIVALENTS, ENDING..................   $     333         $     301
                                                       ========          ========

SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION
Cash paid for:
    Interest................................          $      35         $      10
                                                       ========          ========
    Income taxes............................          $       4         $       8
                                                       ========          ========
</TABLE>




                  See Notes to Consolidated Condensed Financial Statements.


<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, 1997 and  February 29, 1996,  and the results of
    operations  and cash flows for the six months  ended  February  28, 1997 and
    February 29, 1996. Because of the seasonal nature of the Company's business,
    the results of operations  for the six months ended  February 28, 1997,  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, 1997, such guarantees  totaled  approximately  $23
    million.

3.  On December 13, 1995, the Company and Mycogen  Corporation signed a research
    collaboration  and investment  agreement.  The investment by Pioneer totaled
    $51  million,  of which $30  million was for the  purchase of three  million
    shares of Mycogen  common stock on the date of signing and the  remainder to
    fund the research  collaboration.  In December 1996, one million shares were
    sold.

    On  January  23,  1996,  the  Company  announced  it had  signed a  research
    collaboration with Human Genome Sciences.  The investment by Pioneer totaled
    $16 million, which will be paid at varying times during the next three years
    to fund work performed under the collaboration.

4.  Since April 1996,  Dekalb  Genetics  Corporation  ("DeKalb")  has filed five
    lawsuits against  Pioneer.  The lawsuits allege that  insect-resistant  corn
    products  that use a Bt gene,  and corn  products  resistant to  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
    affect 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.



<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, 1996.


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, 1997,
consisted of $24 million in direct borrowings from foreign banks.


During fiscal 1997, 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


    Seed  inventories and accounts payable at February 28, 1997, are higher than
the previous year due to additional acres planted and higher yields harvested in
the fall of 1996 compared to the fall of 1995.

    Property and equipment at February 28, 1997,  increased over the same period
a year earlier mainly due to the construction of additional  production capacity
in Europe and Latin America combined with other facilities in Johnston, Iowa.

    At February 28, 1997, prepaid expenses and intangibles  increased from prior
year levels due to payments associated with a development/license  agreement for
the right to develop and produce elite Bt transgenic corn hybrids.

    Cash and cash  equivalents  and  customer  deposits  at February  28,  1997,
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.


<PAGE>


MATERIAL CHANGES IN RESULTS OF OPERATIONS:

    Net loss for the six months ended  February 28,  1997,  was $47 million,  or
$.57 per share,  compared to a net loss of $45 million,  or $.54 per share,  for
the first half of fiscal 1996.  Sales for the first six months of 1997 were $354
million,  down from the $373 million recorded last year for this period.  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.

    At this point,  fiscal 1997  continues  to look like  another  good year for
Pioneer.  While there is  uncertainty  regarding  corn acreage levels which will
have considerable influence on the Company's operations, a number of items point
to improved  results.  Corn acreage in North  America is projected to rise above
1996  levels,  which will  positively  affect  seed corn  sales.  And,  although
operating  results  in North  America  are  expected  to be  impacted  by higher
per-unit  seed corn costs,  the average seed corn  selling  price is expected to
increase as well. The  introduction  of  significant  volumes of new products in
fiscal 1997,  including the  Company's  first  Bt-corn  hybrids,  is expected to
increase the net selling price per unit in North America.  The resulting  effect
should be higher current year per-unit seed corn margins.

    Early  indications  point to  record  sales  and  profits  from our  soybean
business.  While orders for our soybean products are running at an unprecedented
pace, orders for  glyphosate-resistant  soybeans are particularly  strong. Given
that these  varieties  are priced at a premium to our elite  soybean  varieties,
they are expected to significantly enhance soybean results.

    Relatively high soybean prices and continued  projections for strong soybean
demand are expected to put pressure on corn acreage as some growers may elect to
plant more soybeans than  planned.  We believe we are seeing some  indication of
this in our year-to-date soybean orders. However,  weather at planting time will
play as much a role as relative  commodity  prices when final decisions are made
on which crop growers will plant.

    Although  operating  results  in  regions  outside  North  America  are more
difficult to predict, on the whole,  management believes the Company is on track
to post higher  earnings from these  operations as well. In total,  unit volumes
are expected to grow,  however,  the strong dollar will likely  dampen  reported
earnings  from  many  of  our  foreign  operations  and  increase  non-operating
financial expenses.

    As we look forward,  all  indications  point to continued  strong  financial
performance.  However,  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 our  expectations  include  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, 1997 compared to the Six Months Ended February 29,
1996

    Operating  loss for the first six months of fiscal 1997 increased $6 million
from the same period a year  earlier.  Fewer seed corn unit sales  outside North
America for the six months ended  February  28, 1997 was the primary  factor for
the decrease.


<PAGE>


Net Sales and Operating Profit (Loss)
(Unaudited, in millions)
<TABLE>
<CAPTION>

                                   Quarter Ended                           Six Months Ended
                        February 28,February 29, Increase/       February 28, February 29,Increase/
                          1997          1996    (Decrease)           1997        1996     (Decrease)
                        ----------------------------------       -----------------------------------

<S>                     <C>         <C>          <C>             <C>         <C>          <C>
Net sales:
  Corn................  $     228   $     234    $      (6)      $     268    $     273   $      (5)
  Other...............         36          47          (11)             86          100         (14)
                         --------    --------     --------        --------     --------    --------

Total net sales.......  $     264   $     281    $     (17)      $     354    $     373   $     (19)
                         ========    ========     ========-       ========     ========    ========

Operating profit (loss):
  Corn................  $      28   $      34    $      (6)      $     (25)   $     (16)  $      (9)
  Other...............        (14)         (9)          (5)            (13)         (15)          2
                         --------    --------     --------        --------     --------    --------

  Product line operating
    profit (loss).....  $      14   $      25    $     (11)      $     (38)   $     (31)  $      (7)

  Indirect general and
    administrative
      expenses........        (20)        (20)          --             (39)         (40)          1
                         --------    --------     --------        --------     --------    --------

Operating income
  (loss)..............  $      (6)  $       5    $     (11)      $     (77)   $     (71)  $      (6)
                         ========    ========     ========        ========     ========    ========

Units delivered, North America:
  Corn................      1.593       1.543         .050           1.594        1.596       (.002)
</TABLE>

SEED CORN

North America

    Year-to-date  seed corn operating  profit decreased $9 million from the same
period a year ago.  North  American  operations  accounted for $4 million of the
decrease.  Current  year  unit  sales  through  second  quarter  were  virtually
unchanged  from a year  earlier,  and  reflect  only those  units that have been
delivered to  customers.  Those sales are primarily to customers in the southern
United States, where corn planting is now underway.  The Company does not record
a sale until the customer  takes  delivery of the seed.  Although seed price per
unit  increased  compared to the prior  year,  higher  costs  offset most of the
year-to-date  improvement.  Current year-to-date  operating income was primarily
impacted by higher research and development costs.

    Net sales price per unit for the first six months of fiscal  1997  increased
over the prior year due to the  introduction  of several new elite  products and
the  increase  in list  prices  across the  entire  corn  product  line in North
America.


<PAGE>

     In 1997,  the average net seed corn selling  price per unit to customers in
North America is expected to increase  approximately  seven percent.  During the
current  year,  a change  was made to the  Company's  commission  program  which
eliminated some ties between commissions and quantity savings discount programs.
As a result,  reported net price in the current year will reflect an increase of
approximately  four  percent due to an increase  in  reported  quantity  savings
discounts.  Reported net commission expense will decrease accordingly.  Expected
net selling price per unit to customers,  expected improvement in North American
seed corn net margin per unit, and net compensation to sales representatives are
essentially unaffected by this program change.

     Current year per-unit  seed costs  increased,  offsetting  most of the unit
sales price  improvement.  Higher  commodity  costs related to the 1996 crop are
primarily responsible for the higher per-unit seed corn cost of sales.

     Increased  current  year  research and product  development  costs in North
America  account for virtually the entire  increase in North American  operating
loss.  The increase in research  costs can be attributed to expanded  efforts to
develop improved products for customers.  The Company's research efforts created
27 new corn  hybrids for release in North  America  during 1997 - eight of these
are new Bt hybrids.


Other Regions

     Seed corn operating  results outside North America decreased $5 million for
the first six months of fiscal 1997  compared to the same period in the previous
year. European  operations had the largest impact,  accounting for $8 million of
the  decrease.  Almost half of this  decrease was the result of the U.S.  dollar
strengthening  against European currencies.  The majority of the constant dollar
decrease was due to timing of deliveries in Northern and Southern Europe. Annual
operating  results  for Europe are  currently  expected  to be higher  than 1996
levels.

     Year-to-date, Mexico operations have improved $4 million over the first six
months of 1996.  Favorable  weather  conditions  have resulted in increased unit
sales.  Increased  per-unit sales price also favorably  impacted  current period
results. As a result, management expects 1997 annual operating results in Mexico
to exceed those recorded in 1996.

     Latin American  operations  decreased $4 million for the first half of 1997
compared to the same period a year ago.  Production  problems  have  reduced our
available  supply  of  seed  within  certain  areas  of the  region.  Therefore,
year-to-date  sales are trailing those of the previous year, and annual sales in
the region most likely will not reach 1996 levels.

     Volume and price increases in several  countries within Asia,  Africa,  and
the Middle East  improved  current  year-to-date  operating  results $3 million.
Markets  within  this  geography  continue  to expand  and the  Company  is well
positioned to benefit from that growth.


<PAGE>


OTHER PRODUCTS

     Other  products  current year  operating  results  improved $2 million over
those recorded a year earlier.  Microbial  product results for the first half of
1997 improved $3 million due to strong sales of premium inoculant products. Also
impacting  current  period  comparisons  was the prior year  liquidation  of our
specialty oils inventory and sale of our vegetable products line, which combined
resulted in a $3 million loss in fiscal 1996 not present in the current year. In
addition,  decreased  current year wheat sales in North  America,  the result of
lower wheat acreage, reduced other products operating results $3 million.



INDIRECT GENERAL AND ADMINISTRATIVE EXPENSES

    Through second  quarter,  current year indirect  general and  administrative
expenses decreased $1 million, or three percent, from 1996 levels. Excluding the
one-time  effect of  adopting  FAS116  "Accounting  for  Contributions  Made and
Contributions   Received"  during  1996,  indirect  general  and  administrative
expenses increased $2 million, or four percent, over the prior year.


NET FINANCIAL AND TAXES

    Current period net financial  income for the first six months of fiscal 1997
increased $5 million  from what was recorded in the prior year due  primarily to
lower  interest  expense.  The  retirement  of the  medium-term  note program in
February  1996,  combined with a lower average level of short-term  borrowing in
the current year, played a major role in this decrease.  The gain on sale of one
million shares of Mycogen Corp.  stock during the period  improved net financial
income $7  million,  however,  this was offset  almost  entirely by a $5 million
increase in net exchange loss  principally due to the  strengthening of the U.S.
dollar  against  European  currencies.  Both of these items are  included in net
exchange and other gains (losses).

    The estimated fiscal 1997 worldwide tax rate of 36 percent  reflected in the
second  quarter is similar to what was  reflected  on an annual basis for fiscal
1996. The worldwide effective tax rate reflected in the second quarter of fiscal
1996 was 38  percent.  The effect of this change was an increase in net loss for
the period of $1 million,  or $.02 per share.  The effective tax rate  reflected
for  second  quarter is based on all  information  available  to date,  however,
uncertainties  exist that could cause the  effective tax rate on an annual basis
to  vary  from  what  is  reflected  in  the  current  period.   Some  of  these
uncertainties  include the level of profits  generated in foreign countries with
tax rates  different  from  those in the United  States and the impact  from the
repatriation of foreign earnings during the year.



<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
              three months ended February 28, 1997.


<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/CHARLES S. JOHNSON
                                ------------------------------------------------
                                        CHARLES S. JOHNSON
                               Chairman, President, and Chief Executive Officer


                           By        /s/JERRY L. CHICOINE
                                ------------------------------------------------
                                        JERRY L. CHICOINE
                               Senior Vice President and Chief Financial Officer

Dated:  April 10, 1997