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 November 30, 1995

                                       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          (I.R.S. Employer Identification No.)
 incorporation or organization)


             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 December 29, 1995
-----------------------------                --------------------------------
Common Stock ($1.00 par value)                          83,486,729

<PAGE>


                       PIONEER HI-BRED INTERNATIONAL, INC.

                                      INDEX



                                                                            PAGE

PART I - FINANCIAL INFORMATION

  Item 1.  Financial Statements

           Consolidated Condensed Balance Sheets-- November 30, 1995,
             August 31, 1995, and November 30, 1994.....................     3-4


           Consolidated Condensed Statements Of Operations-- Three Months
             Ended November 30, 1995 and 1994...........................       5


           Consolidated Condensed Statements Of Cash Flows-- Three Months
             Ended November 30, 1995 and 1994...........................       6


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


  Item 2.  Management's Discussion and Analysis of Financial Condition
             and Results of Operations..................................    8-11


PART II - OTHER INFORMATION

  Item 6.  Exhibits and Reports on Form 8-K.............................      12
  Signatures............................................................      13


<PAGE>


                         PART I - FINANCIAL INFORMATION


                       PIONEER HI-BRED INTERNATIONAL, INC.

                      CONSOLIDATED CONDENSED BALANCE SHEETS
                            (Unaudited, in millions)

<TABLE>
<CAPTION>


                                            November 30,    August 31,     November 30,
                      ASSETS                   1995            1995             1994
                                             ----------     -----------     --------
<S>                                         <C>             <C>            <C>
CURRENT ASSETS
    Cash and cash equivalents...........    $      84       $      84       $      67
    Accounts and notes receivable, net..          139             209             146
    Inventories:
      Finished seed.....................          359             280             367
      Unfinished seed...................          347             140             339
      Other.............................            8               6               6
    Prepaid expenses and other current
      assets............................            6               2              13
    Deferred income taxes...............           54              49              62
                                             --------        --------        --------
      Total current assets..............    $     997       $     770        $  1,000


LONG-TERM ASSETS........................           39              41              38




PROPERTY AND EQUIPMENT, net of
    accumulated depreciation and allowances
    November 30, 1995 - $460
    August 31, 1995 - $447
    November 30, 1994 - $414............          486             472             459



INTANGIBLES.............................            9              10              13
                                             --------        --------        --------

                                            $   1,531       $   1,293       $   1,510
                                             ========        ========        ========

</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'                November 30,      August 31,    November 30,
EQUITY                                            1995           1995            1994
                                              -----------     ----------      -------
<S>                                          <C>              <C>             <C>

CURRENT LIABILITIES
    Short-term borrowings.................   $     190        $      58       $     199
    Current maturities of long-term debt..          52               53               1
    Accounts payable, trade...............         273               58             324
    Accrued compensation..................          30               45              28
    Income taxes payable..................           3               23              --
    Other accruals........................          35               43              37
                                              --------         --------        --------
      Total current liabilities...........   $     583        $     280       $     589
                                              --------         --------        --------


LONG-TERM DEBT............................   $      17        $      18       $      65
                                              --------         --------        --------


DEFERRED ITEMS, primarily income taxes
    and retirement benefits...............   $      77        $      75       $      78
                                              --------         --------        --------


MINORITY INTEREST IN SUBSIDIARIES........    $       5       $        7       $       6
                                              --------        ---------        --------


SHAREHOLDERS' EQUITY
      Preferred stock, no par value.......   $      --        $      --       $      --
      Common stock, $1 par value..........          93               93              93
      Additional paid-in capital..........          18               18              15
      Retained earnings...................       1,052            1,118             932
      Cumulative translation adjustment...           1                1              (1)
                                              --------         --------        --------
                                             $   1,164        $   1,230       $   1,039

    Less:  Cost of common shares
      acquired for the treasury...........        (303)            (303)           (257)
      Unearned compensation...............         (12)             (14)            (10)
                                              --------         --------        --------
                                             $     849        $     913       $     772
                                              --------         --------        --------
                                             $   1.531        $   1,293       $   1,510
                                              ========         ========        ========

</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
                                                               November 30,
                                                         1995              1994
                                                      ---------         -------
<S>                                                   <C>               <C>

Net sales..........................................   $      92         $      69
                                                       --------          --------

Operating costs and expenses:
  Cost of goods sold...............................   $      53         $      40
  Research and development.........................          31                27
  Selling..........................................          53                50
  General and administrative.......................          31                29
                                                       --------          --------
                                                      $     168         $     146
                                                       --------          --------

  Operating (loss).................................   $     (76)        $     (77)

Investment income..................................           4                 4
Interest expense...................................          (4)               (3)
Net exchange (loss)................................          (3)               (2)
                                                       --------         ---------

  (Loss) before income taxes.......................   $     (79)        $     (78)

Provision for income taxes.........................          30                30
                                                       --------          --------


  Net (loss).......................................   $     (49)        $     (48)
                                                       ========          ========


(Loss) per common share*...........................   $    (.59)        $    (.57)

Dividends per common share*........................   $     .20         $     .17

Weighted average number of common shares
  outstanding......................................          83                85

* 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>


                                                          Three Months Ended
                                                               November 30,
                                                         1995              1994
                                                      ---------         -------
<S>                                                   <C>               <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net (loss).......................................   $     (49)        $     (48)
  Noncash items included in net (loss):
    Depreciation and amortization..................          18                18
  Net change in assets and liabilities.............         (52)             (142)
                                                       --------          --------
    Net cash used in operating activities..........   $     (83)        $    (172)
                                                       --------          --------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures.............................   $     (30)        $     (15)
  Other............................................          (1)               (1)
                                                       --------          --------
    Net cash used in investing activities..........   $     (31)        $     (16)
                                                       --------          --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net proceeds on short-term borrowings............   $     131         $     185
  Purchase of treasury stock.......................          --               (49)
  Dividends paid...................................         (17)              (15)
  Other............................................          --                (1)
                                                       --------          --------
    Net cash provided by financing activities......   $     114         $     120
                                                       --------          --------

   Net decrease in cash and cash equivalents.......   $      --         $     (68)
Cash and cash equivalents, beginning...............          84               135
                                                       --------          --------
CASH AND CASH EQUIVALENTS, ENDING..................   $      84         $      67
                                                       ========          ========

SUPPLEMENTAL DISCLOSURES OF CASH
 FLOW INFORMATION
Cash paid (received) for:
    Interest................................          $       5         $       7
                                                       ========          ========
    Income taxes............................          $      (7)        $      10
                                                       ========          ========
</TABLE>


            See Notes to Consolidated Condensed Financial Statements.


<PAGE>


                       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 November 30, 1995 and 1994, and the results of operations and
    cash flows for the three months ended November 30, 1995 and 1994. Because of
    the seasonal nature of the Company's business, the results of operations for
    the three months ended  November 30, 1995, 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 November 30, 1995, such guarantees  totaled  approximately  $23
    million.

3.  On September 18, 1995,  the Company and Mycogen  Corporation  announced they
    had signed a  Memorandum  of  Understanding  to pursue an agreement in which
    Pioneer  would make an  investment  in Mycogen and the two  companies  would
    create a research  collaboration.  On December 13,  1995,  the agreement was
    finalized.

    The investment by Pioneer totaled $51 million,  of which $30 million was for
    the  purchase  of three  million  shares  of  Mycogen  common  stock and the
    remainder to fund the research collaboration.


<PAGE>


                     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, 1995.

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 November 30, 1995,
consisted of $174 million in domestic commercial paper and $16 million in direct
borrowings from foreign banks.

During  fiscal  1996,  the Company has the  following  domestic  lines of credit
available:
(in millions)
<TABLE>
<CAPTION>
                                  Revolving      Seasonal      Total
                                    ---------      --------      -----
<S>                                 <C>            <C>           <C>

First quarter                       $200           $100          $300
Second quarter                      $200           $100          $300
Third quarter                       $200           $ --          $200
Fourth quarter                      $200           $ --          $200
</TABLE>

    The Company  also has a $100  million  private  medium-term  note program of
which $50 million is available as of November 30,  1995.  The  medium-term  note
matures in February,  1996, and represents the majority of current maturities of
long-term debt at November 30, 1995.

    At  November  30,  1995,  accounts  payable  decreased  from a year  earlier
primarily  due to  lower  production  costs  associated  with the  smaller  crop
harvested in the fall of 1995 compared to the fall of 1994.

MATERIAL CHANGES IN RESULTS OF OPERATIONS:

    Net loss for the three months ended November 30, 1995, was $49 million, or $
 .59 per share compared to a net loss of $48 million, or $ .57 per share, for the
first  quarter of fiscal  1995.  Due to the  seasonality  of the seed  business,
single  quarter  results  and  quarter-to-quarter  comparisons  are  not  always
meaningful. Accordingly, such comparisons are not emphasized. Typically, most of
the Company's revenue and operating profit is generated in the third quarter.


<PAGE>


    Management  believes the Company is on track to have another  strong year in
1996. In North America, Pioneer (R) brand hybrids once again performed very well
compared  to the  competition.  On-farm  yield  comparisons  in the fall of 1995
showed that the average of all Pioneer (R) brand hybrids out yielded the average
competitor by 4.7 bushels per acres,  while the Company's top 30 selling hybrids
which  represent  80  percent  of the  Company's  total seed corn sales in North
America, posted a yield advantage of approximately 6.2 bushels per acre over the
average competitor in 1995.

    Higher  sales in 1996 are expected  within North  America as corn acreage is
projected  to rise 10 percent or more over 1995 levels and the average  per-unit
sales  price is  expected  to  increase  over  1995  levels.  The  major  factor
contributing  to  the  acreage  increase  is a  change  in the  U.S.  government
set-aside program. In 1995, farmers participating in the feed grain program were
required  to keep their corn acres at 92.5  percent or less of their  historical
corn  acreage  base.  In 1996,  farmers  will be able to plant  potentially  100
percent of their  historical corn acreage base. The average per-unit sales price
in North America is also expected to increase slightly due to a change in mix to
higher-priced  better-performing premium hybrids. The list price for all hybrids
remained unchanged from 1995.

    However,  operating  results in North  America  will be  impacted  by higher
per-unit seed costs.  Current year per-unit cost of goods sold is expected to be
approximately  $1.10  higher  than the  previous  year.  Most of the  additional
per-unit  costs  are  due to the  smaller  crop  harvested  in the  fall of 1995
compared to the previous  year and  increased  grower  payments  resulting  from
higher commodity prices.

    Results of  operations  outside  North  America for 1996 are  expected to be
comparable to those  reflected in 1995.  Within Europe,  management  anticipates
that operations will be flat with 1995.  Latin American  operations are expected
to show continued  growth as a result of price and volume increases in Argentina
and volume  increases in Brazil.  Lower unit sales are expected in Mexico due to
acreage reductions, drought, and devaluation.

    At this  point in the  year,  there  are a number  of key  drivers  that are
difficult to predict. Results in any given year can be significantly affected by
weather, government policies, and other conditions beyond the Company's control.
Therefore,  fluctuations  in  expected  results  are likely as more  information
becomes available.

Three Months Ended November 30, 1995 compared to the Three Months Ended November
30, 1994

    Sales for the first three months of fiscal 1996 improved 33 percent over the
same period a year  earlier,  however,  increased  investments  in research  and
higher selling and general and administrative expenses offset most of the margin
recognized on these sales.  Operating loss was $1 million less than the previous
year. Combined with a $2 million increase in net financial expense, the net loss
for the first three months of 1996 was $1 million greater than the first quarter
of 1995.


<PAGE>



    Net sales  through the first  quarter of fiscal 1996  increased  $23 million
over the same period a year ago to $92 million.  First  quarter seed corn sales,
generated  almost  entirely  outside of North  America and  Europe,  totaled $39
million  and  represented  $9  million  of the total  sales  improvement.  Latin
American  seed corn sales  increased  $5 million  to $21  million.  This was the
result of increased  market size and price in Argentina and higher unit sales in
Brazil.  North  America  seed corn  sales in the first  quarter  of fiscal  1996
totaled $4 million,  an increase of $3  million,  due to earlier  deliveries  to
dealers  in the  South.  The  Company's  operations  in the  CIS  and  Australia
reflected first quarter sales of $3 million,  an increase of $2 million over the
same period the previous year.

   Current  year-to-date  wheat sales  increased $8 million from the prior year,
almost  entirely  the  result of  volume  increases  within  North  America.  An
attractive  commodity price and excellent  growing  conditions  resulted in a 16
percent  acreage   increase.   Increased  acreage  combined  with  good  product
performance and adequate supply helped grow  year-to-date  units 31 percent over
last year.

    Year-to-date  sorghum  sales in fiscal 1996  increased  $2 million over 1995
levels  principally  due to  volume  increases  in  Australia.  Heavy  rains  in
Australia  early  in the  season  provided  farmers  the  opportunity  to  plant
additional acres to sorghum in the current year.

    Other products' sales for the first three months of fiscal 1996 increased $4
million  over the  same  period a year ago due to  higher  specialty  plant  and
microbial product sales.  Improved silage and hay inoculants  contributed to the
$2 million  increase in fiscal 1996 microbial  sales over the same period a year
ago.  Specialty  plant product sales increased due to higher sales of high oleic
sunflower oil in first quarter of fiscal 1996 compared to the prior year.

    The increase in sales for the first three months of fiscal 1996  provided an
additional $10 million in contribution  over the same period a year ago. Current
period contribution as a percentage of sales was comparable to the same period a
year earlier.

    Research expenses increased $4 million, or 13 percent over the first quarter
of  1995.   Expansion  of  biotechnology   projects  and  trait  and  technology
development and one-time costs  associated with closing  research  stations were
the primary factors in this increase.

    Selling and general and  administrative  expenses for the first three months
of  fiscal  1996  increased  $5  million  over the same  period a year  earlier.
Although  variable selling costs accounted for the majority of the $3 million in
additional current year selling expenses compared to the previous year, variable
selling  costs  (commissions  and shipping  costs) as a percentage of sales were
comparable between periods. The increase in general and administrative costs was
almost  entirely the result of adopting  Financial  Accounting  Standard No. 116
"Accounting for  Contributions  Made and  Contributions  Received"  during first
quarter of fiscal 1996.

    Net financial  expense  increased as a result of higher interest expense and
higher exchange losses.  Higher average borrowings was the primary factor behind
a $1 million  increase in interest  expense from the same period a year ago. The
increase  in  exchange  losses was  principally  the result of higher  losses on
European intercompany transactions.


<PAGE>


    The estimated  fiscal 1996  world-wide  effective tax rate  reflected in the
first quarter is 38 percent the same as was reflected in first quarter of fiscal
1995.  The actual  world-wide  effective tax rate was reduced to 36.5 percent at
the end of fiscal 1995 due to a reduction in taxes on foreign earnings.


<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 November 30, 1995.


<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
                                  President and Chief Executive Office and
                                  Director


                             By             /s/ JERRY L. CHICOINE
                                  ------------------------------------------
                                                JERRY L. CHICOINE
                                  Senior Vice President, Chief Financial Officer
                                  and Corporate Secretary to the Board
Dated:  January 11, 1996