================================================================================
                                  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 May 31, 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 June 27, 1997
------------------------------                      ----------------------------
Common Stock ($1.00 par value)                                82, 222, 935

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

<PAGE>


                             PIONEER HI-BRED INTERNATIONAL, INC.


                                            INDEX
<TABLE>
<CAPTION>


                                                                                 PAGE

PART I - FINANCIAL INFORMATION
<S>                                                                              <C>

  Item 1.  Financial Statements

           Consolidated Condensed Balance Sheets -- May 31, 1997,
             August 31, 1996, and May 31, 1996..............................      3-4


           Consolidated Condensed Statements Of Operations-- Three Months
             and Nine Months Ended May 31, 1997 and May 31, 1996............        5


           Consolidated Condensed Statements Of Cash Flows-- Nine Months
             Ended May 31, 1997 and May 31, 1996............................        6


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


  Item 2.  Management's Discussion and Analysis of Financial Condition
             and Results of Operations......................................     8-13


PART II - OTHER INFORMATION

  Item 6.  Exhibits and Reports on Form 8-K.................................       14

  Signatures................................................................       15
</TABLE>


<PAGE>


                                PART I - FINANCIAL INFORMATION


                             PIONEER HI-BRED INTERNATIONAL, INC.


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


                                              May 31,        August 31,        May 31,
                      ASSETS                   1997            1996             1996
                                             ----------     -----------     --------
<S>                                          <C>            <C>               <C>

CURRENT ASSETS
    Cash and cash equivalents...........    $     183       $      99       $     227
    Accounts and notes receivable, net..          489             243             407
    Inventories:
      Finished seed.....................          288             209             262
      Unfinished seed...................           94             163              77
      Other.............................            7              10               7
    Deferred income taxes...............           59              58              47
    Prepaid expenses and other current
      assets............................           11               2              10
                                            ---------        --------         -------
       Total current assets                $    1,131       $     784        $  1,037


LONG-TERM ASSETS........................           87              81              90




PROPERTY AND EQUIPMENT, net of
    accumulated depreciation and allowances
    May 31, 1997 - $499
    August 31, 1996 - $484
    May 31, 1996 - $474.................          542             510             500



INTANGIBLES.............................           66              47              44
                                             --------        --------        --------

                                            $   1,826       $   1,422       $   1,671
                                             ========        ========        ========

</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'                    May 31,      August 31,        May 31,
EQUITY                                            1997           1996            1996
                                              -----------     ----------      -------
<S>                                           <C>              <C>              <C>

CURRENT LIABILITIES
    Short-term borrowings.................   $      28        $      13       $      15
    Current maturities of long-term debt..           5               12               8
    Accounts payable, trade...............         167               89             182
    Accrued compensation..................          52               65              47
    Income taxes payable..................         181               63             154
    Other accruals........................          49               46              51
                                              --------         --------        --------
      Total current liabilities...........   $     482        $     288       $     457
                                              --------         --------        --------

LONG-TERM DEBT............................   $      32        $      25       $      30
                                              --------         --------        --------


DEFERRED ITEMS
    Postretirement benefits...............   $      42        $      40       $      39
    Other.................................          46               44              43
                                              --------         --------        --------
                                             $      88        $      84       $      82
                                              --------         --------        --------


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


SHAREHOLDERS' EQUITY
    Preferred stock, no par value.........   $      --        $      --       $      --
    Common stock, $1 par value............          93               93              93
    Additional paid-in capital............          41               23              20
    Retained earnings.....................       1,499            1,272           1,326
    Unrealized gain on available-for-sale
      securities, net.....................          17               11              16
    Cumulative translation adjustment.....         (13)              (3)             (5)
                                              --------         --------        --------
                                             $   1,637        $   1,396       $   1,450

    Less:  Cost of common shares
      acquired for the treasury...........        (393)            (364)           (339)
      Unearned compensation...............         (27)             (14)            (16)
                                              --------         --------        --------
                                             $   1,217        $   1,018       $   1,095
                                              --------         --------        --------
                                             $   1,826        $   1,422       $   1,671
                                              ========         ========        ========

</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                Nine Months Ended
                                         May 31,      May 31,           May 31,        May 31,
                                          1997         1996              1997           1996
                                      --------------------------       ----------------------
<S>                                    <C>            <C>               <C>           <C>


Net sales..........................   $   1,288      $   1,168          $   1,642      $   1,541
                                       --------       --------           --------       --------

Operating costs and expenses:
  Cost of goods sold...............   $     513      $     442          $     700      $     638
  Research and product development.          40             35                103             97
  Selling..........................         189            187                305            306
  General and administrative.......          31             26                 96             93
                                       --------       --------           --------       --------
                                      $     773      $     690          $   1,204      $   1,134
                                       --------       --------           --------       --------

  Operating income.................   $     515      $     478          $     438      $     407

Investment income..................           7              7                 16             16
Interest expense...................          (2)            (3)                (6)           (10)
Net exchange and other gains (losses)        (1)            --                 --             (1)
                                       --------       --------           --------       --------

  Income before items shown
    below..........................   $     519      $     482          $     448      $     412

Provision for income taxes.........        (187)          (178)              (161)           (10)
Minority interest and other........          --             (1)                (2)            (3)
                                       --------       --------           --------       --------


  Net income.......................   $     332      $     303          $     285      $     258
                                       ========       ========           ========       ========


Income per common share*...........   $    4.04      $    3.64         $     3.46      $    3.10

Dividends per common share*........   $     .23      $     .20          $     .69      $     .60

Weighted average number of common
 shares outstanding................        82.2           83.1               82.3           83.3

* 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>


                                                            Nine Months Ended
                                                       May 31,           May 31,
                                                        1997              1996
                                                      -----------       -------
<S>                                                    <C>               <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income.......................................   $     285         $     258
  Noncash items included in net income:
    Depreciation and amortization..................          64                55
    Gain on sale of available-for-sale securities..          (7)               --
    Other..........................................           1                 8
  Net change in assets and liabilities.............         (75)              130
                                                       --------          --------
    Net cash provided by operating activities......   $     268         $     451
                                                       --------          --------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures.............................   $     (85)        $     (76)
  Proceeds on sale of available-for-sale securities          17                --
  Other............................................         (31)              (48)
                                                       --------          --------
    Net cash used in investing activities..........   $     (99)        $    (124)
                                                       --------          --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net (payments) proceeds on short-term borrowings.   $      17         $     (39)
  Purchase of treasury stock.......................         (24)              (37)
  Dividends paid...................................         (57)              (50)
  Principal payments on long-term borrowings.......         (11)              (54)
                                                       --------          --------
    Net cash used in financing activities..........   $     (75)        $    (180)
                                                       --------          --------

Effect of foreign currency exchange rate changes on
  cash and cash equivalents........................   $     (10)        $      (4)
                                                       --------          --------

   Net increase in cash and cash equivalents.......   $      84         $     143
Cash and cash equivalents, beginning...............          99                84
                                                       --------          --------
CASH AND CASH EQUIVALENTS, ENDING..................   $     183         $     227
                                                       ========          ========

SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION
Cash paid for:
    Interest................................          $       5         $      12
                                                       ========          ========
    Income taxes............................          $      54         $      16
                                                       ========          ========


</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 May 31, 1997 and 1996, and the results of operations and cash
    flows for the nine  months  ended  May 31,  1997 and  1996.  Because  of the
    seasonal nature of the Company's business, the results of operations for the
    nine months ended May 31, 1997,  may not be  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 May 31, 1997, such guarantees totaled approximately $23 million.

3.  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.

4.  In February 1997, the Financial  Accounting  Standards Board issued 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.  SFAS  128 is  effective  for  financial
    statements  issued for periods  ending after December 15, 1997, and requires
    restatement  of all prior  period  earnings  per share data  presented.  The
    adoption  of SFAS 128 is not  expected to have a  significant  impact on the
    Company's financial statements.






<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 May 31,  1997,
consisted of $28 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


    Increased  credit  sales at May 31,  1997,  contributed  to the current year
increase in accounts receivable when compared to prior year results.

    Property and  equipment at May 31,  1997,  increased  over the same period a
year earlier mainly due to the construction of additional production capacity in
Latin  America  combined  with other newly  constructed  facilities in Johnston,
Iowa.

    At May 31 1997, intangibles increased from prior year levels due to payments
associated  with an  agreement  for the right to develop  and  produce  elite Bt
transgenic corn hybrids.



<PAGE>


MATERIAL CHANGES IN RESULTS OF OPERATIONS:

    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.

    Net income for the nine months  ended May 31,  1997,  was $285  million,  or
$3.46 per  share,  on sales of $1.642  billion,  compared  to net income of $258
million,  or $3.10 per  share,  on sales of $1.541  billion  for the first  nine
months of fiscal 1996.

    Nine months into fiscal  1997,  the Company is on track for another  year of
record earnings and better than 20 percent return on equity. As usual,  there is
some uncertainty in predicting annual results. However, Northern Hemisphere seed
corn operations are the most significant  component of consolidated results, and
with the third quarter just completed,  more than 90 percent of projected annual
sales  are  recorded  and much is known  about the  three  drivers  of seed corn
profitability - market share, market size, and price (net margin) per unit.

    Fiscal 1997 marks a time of  significant  transition  for our North American
seed corn product line.  Depending on final corn acreage and seeding rates,  the
Company's  share of the North  American  seed corn  market  is  estimated  to be
approximately 42 percent to 42.5 percent.  This is a decrease of approximately a
point and one half to two points  from 1996  levels.  The Company  introduced  a
number of new products this year targeted to replace hybrids that have in recent
years dominated the North American seed corn market. Falling unit sales of these
older  hybrids are largely  responsible  for the  estimated  current year market
share decrease.

    An expected increase in North American market size combined with an increase
in net seed corn margin per unit will also impact  current  year  results.  Corn
acreage in North America is projected to rise modestly  above 1996 levels.  And,
although  operating results in North America will 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 is
expected to increase the net selling price per unit in North America. The result
should be higher current year per-unit seed corn margins of approximately $2 per
unit.

    In response to the growing  market  demand for new  genetics  with  targeted
attributes,  the  Company  introduced  27 new corn  hybrids  this  year in North
America.  First year sales of these new  hybrids are  expected  to reach  nearly
600,000  units,  four  times  more  than  any  previous  group  of  new  product
introductions.  These new hybrids are expected to account for  approximately  40
percent of next year's  Pioneer seed corn sales in North America and will be the
foundation for future market share.

    The most  prominent  demand for new genetic  corn  products  this season was
Bt-corn. Despite regulatory approval for its Bt-corn products coming late in the
selling season, Pioneer sales representatives were able to place into the market
more than 300,000 units of the new Bt-corn  products  introduced in 1997.  Those
units covered  approximately  20 percent of the estimated North American Bt-corn
acres  planted in 1997.  Because of the late  start,  the  Company was unable to
attain its normal market presence for these products. This lost opportunity also
affected current year market share results. In total, eight Bt-corn hybrids were
introduced in 1997.  Management believes these new Bt-corn products  incorporate
the best genetics  available and have stronger  performance  potential  than any
Bt-corn product  released to date. The Company is in excellent  position to grow
its Bt-corn market share in 1998 due to good placement in the market of the 1997
Bt-corn sales, expected larger available supplies of these Bt-corn products, and
an entire season in which to market them.

<PAGE>



    The demand for new genetics extends beyond Bt-corn  products.  The Company's
continuous  effort to expand and improve its germplasm base includes the testing
of products with improved agronomic qualities, as well as value-added traits for
livestock  producers  and  other  end-users.   Only  well-tested  products  that
demonstrate  reliable  performance and value potential for our customers will be
brought to the market. The Company will continue to be patient in its testing to
provide  new  traits in the best  genetics.  While we believe  this  disciplined
approach to product  development  has  contributed  to the recent decline in our
market  share,  we are certain it best  serves the  long-term  interests  of our
customers and shareholders.

    In addition, the Company continues to vigorously defend the value (price) of
its new products with customers.  Some  competitors have sacrificed the value of
these new  technologies  in an attempt  to capture  market  share.  The  Company
believes it is  essential to protect the value of these new  products,  and also
recognizes  the challenge this creates in our efforts to protect and grow market
share.

    Despite  these recent  challenges,  management  believes the Company is well
positioned to grow market share in 1998.  The 27  newly-introduced  corn hybrids
have performed very well in wide-area testing.  Besides Bt-corn products,  these
new releases include hybrids with better disease resistance, as well as products
for the rapidly growing high-oil corn market and new white and waxy corn hybrids
for the starch  industry.  Our  research  indicates  that this new lineup may be
stronger than the one introduced in 1990, which drove the record-setting  growth
in sales and market share over the subsequent  five years.  Due to the Company's
ability to quickly increase supply, these products should be widely available in
1998.

    There is also excitement  surrounding  soybean  operations.  Results in 1997
will  reflect  record  sales and profits  from our soybean  business.  Fueled by
growth in acres,  market  share,  and strong unit sales of  glyphosate-resistant
products,  current year North American  soybean unit sales will exceed seed corn
unit sales. Given that glyphosate-resistant varieties are priced at a premium to
our elite soybean varieties,  they will significantly  enhance soybean operating
results.

    Although  results in regions  outside  North  America are more  difficult to
predict,  on the whole,  management  believes  the  Company  should  post higher
earnings from these operations as well.  Europe,  Mexico,  Asia, Africa, and the
Middle East will all post  increases in operating  income from a year ago. While
Latin  American  operations  are expected to fall below prior year results,  the
extent is unknown  and will be  determined  by the volume of sales  recorded  in
fourth quarter of the current year. In total, unit volumes outside North America
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.


Nine Months Ended May 31, 1997 compared to the Nine Months Ended May 31, 1996

    Operating  income for the first nine  months of fiscal  1997  increased  $31
million from the same period a year  earlier.  Additional  seed corn units sales
outside North America and increased  North American  soybean unit sales were the
primary factors for the increase.



<PAGE>


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

                             Quarter Ended                          Nine Months Ended
                         May 31,       May 31,Increase/             May 31,     May 31,   Increase/
                          1997          1996    (Decrease)           1997        1996     (Decrease)
<S>                      <C>           <C>      <C>                 <C>         <C>       <C>
                        ----------------------------------       -----------------------------------
Net sales:
  Corn:
    North America.....  $     768   $     741    $      27       $     882    $     853   $      29
    Europe............        238         202           36             338          321          17
    Other Regions.....         15          19           (4)             69           61           8
                         --------    --------     --------        --------     --------    --------
                        $   1,021   $     962    $      59       $   1,289    $   1,235   $      54
  Soybeans............        174         136           38             182          146          36
  Other...............         93          70           23             171          160          11
                         --------    --------     --------        --------     --------    --------

Total net sales.......  $   1,288   $   1,168    $     120       $   1,642    $   1,541   $     101
                         ========    ========     ========        ========     ========    ========

Operating profit :
  Corn................  $     468   $     448    $      20       $     443    $     432   $      11
  Soybean.............         46          30           16              31           17          14
  Other...............         20          15            5              22           13           9
                         --------    --------     --------        --------     --------    --------

  Product line operating
    profit ...........  $     534   $     493    $      41       $     496    $     462   $      34

  Indirect general and
    administrative
      expenses........        (19)        (15)         (4)             (58)         (55)         (3)
                         --------    --------     -------         --------     --------    --------

Operating income......  $     515   $     478    $      37       $     438    $     407   $      31
                         ========    ========     ========        ========     ========    ========

Units delivered:
  Corn:...............
    North America.....        9.7         9.7           --            11.3         11.3          --
     Europe...........        2.1         1.7          0.4             3.0          2.8         0.2
     Other Regions....        0.2         0.4         (0.2)            1.2          1.0         0.2
                         --------    --------     --------        --------     --------    --------
                             12.0        11.8          0.2            15.5         15.1         0.4
                         ========    ========     ========        ========     ========    ========

  Soybean - North America    11.0         9.4          1.6            11.6         10.0         1.6
                         ========    ========     ========        ========     ========    ========
</TABLE>


SEED CORN

North America

    Operating  profit in North America was virtually  unchanged  between  years.
Current year unit sales through  third quarter are similar to those  recorded in
the previous year.  Although seed price per unit increased compared to the prior
year,  higher  costs  offset  most of the  year-to-date  improvement.  Increased
investment  in research  and product  development  also  impacted  current  year
results.
<PAGE>

    In 1997,  the average net seed corn  selling  price per unit to customers in
North  America is expected  to increase  approximately  seven  percent  from the
introduction of several new elite products,  which are priced at a premium,  and
an increase in list prices across the entire  product  line.  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 for the first nine months of fiscal 1997 reflected an
increase of approximately  four percent due to an increase in reported  quantity
savings discounts.  Reported net commission expense decreased  accordingly.  Net
selling  price per unit to  customers,  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 have increased, offsetting most of the unit
sales price  improvement.  Higher  commodity  costs related to the 1996 crop has
pushed  per-unit  seed corn cost of sales  higher  than  what was  recorded  the
previous year.

    Classical plant genetic  improvement  activities along with investments made
to access technology which will help expand and improve the Company's  germplasm
base are  increasing  research  and  product  development  costs.  As a  result,
research  and  product  development  costs for seed corn  recorded  to date have
increased $8 million,  or  approximately  15 percent from a year ago.  Annually,
these costs are estimated to increase approximately 10 percent.


Other Regions

    Seed corn operating  results outside North America increased $12 million for
the first nine months of fiscal 1997 compared to the same period in the previous
year. European operations provided the largest impact,  providing $21 million in
additional  operating  income compared to a year ago.  Strengthening of the U.S.
dollar against European currencies had a significant  negative impact on current
year reported results. On a constant dollar basis,  European operations improved
$42 million for the current period over results recorded last year. The majority
of the  constant  dollar  increase  was due to  additional  unit sales in Italy,
Southern  Europe,  and Central Europe.  Market size and market share  increases,
individually or in concert, played roles in these improvements.

    Current  year-to-date Mexico operations have improved $3 million.  Favorable
weather  conditions  and  improved  water  supply  have  resulted  in  increased
year-to-date  unit sales.  Increased  per-unit sales price also impacted current
period  results.  These factors should improve annual  operations over the prior
year.

    Latin American operations decreased $11 million for the first nine months of
1997 compared to the same period a year ago.  Production problems in Brazil have
reduced our  available  supply of seed  within  certain  areas of Central  Latin
America.  Also impacting current year results were performance issues related to
last season's top selling  hybrid in Argentina,  which has reduced  year-to-date
sales there.  As a result,  year-to-date  unit sales are trailing those from the
previous year. New and improved  products for the region are in the pipeline and
should be widely  available as a result of  production in North  America.  While
this  supply will be  available,  at a higher  cost,  for the  region's  current
selling season, it is unknown whether it will be available in time for the early
sales season which falls within fiscal 1997.

    Because of good planting  conditions  this year, the Company  expects that a
higher  percentage of its annual  Northern  Hemisphere  corn sales were recorded
through the first three  quarters of fiscal 1997 than in 1996.  Therefore,  on a
worldwide  basis,  we expect fewer fourth quarter corn unit sales in fiscal 1997
than in 1996.

<PAGE>

SOYBEANS

    Year-to-date  soybean  operating  income  improved  over 75 percent from the
prior year,  almost  entirely  the result of record North  American  operations.
Soybean  operations  continue to grow,  and have improved on the record  results
reflected a year ago. All three  primary  drivers for operating  income:  market
size,  market  share,  and net unit  price  had  positive  impacts  for  soybean
operations.

    Unit sales have  increased  over 15 percent,  or  approximately  1.6 million
units, from 1996 levels,  fueled by increased acreage and improved market share.
Favorable commodity prices have resulted in additional acres planted to soybeans
in the current year, while continued strong product  performance  contributed to
market share gains.

    Net margin  improved  from a year ago despite  higher  commodity  costs.  An
increase  in list  prices for the current  year,  combined  with the sales price
effect of  glyphosate-resistant  products which are sold at a premium, more than
offset the increase in unit costs.


OTHER PRODUCTS

    Other products current year operating results improved $9 million over those
recorded a year earlier.  Current period  comparisons were impacted by the prior
year  liquidation  of our  specialty  oils  inventory  and sale of our vegetable
products  line,  which  combined to improve  current year  operating  results $4
million.  Operating income for canola products improved $3 million from year ago
results due to increased  acreage and higher  market  share.  Microbial  product
results also improved for the first three quarters of 1997 as strong performance
of  premium  inoculant  products  pushed  operating  income $2  million  higher.
Year-to-date  alfalfa,  sunflower,  and sorghum products  improved from year ago
results,  as well.  Decreased  current  year wheat sales in North  America,  the
result of reduced acreage,  lowered other products  operating results $3 million
from the same period last year.


INDIRECT GENERAL AND ADMINISTRATIVE EXPENSES

    Current  year  indirect  general and  administrative  expenses  increased $3
million,  or five percent,  over 1996 levels.  Increase general costs and higher
legal expense,  resulting from  technology  claims and disputes,  were partially
offset by the one-time effect of adopting FAS116  "Accounting for  Contributions
Made and Contributions Received" during 1996 not present in the current year.

<PAGE>

NET FINANCIAL AND TAXES

    Current period net financial income for the first nine months of fiscal 1997
increased $5 million from what was recorded in the prior year. 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,  reduced  current  period
interest  expense $4 million.  A current  year gain from the sale of one million
shares of Mycogen Corp. stock improved net financial income $7 million, however,
this was offset almost  entirely by an increase in recorded net exchange  losses
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 through
the third  quarter  is the same as what was  reflected  on an  annual  basis for
fiscal  1996.  The  worldwide  effective  tax rate  reflected  through the third
quarter of fiscal 1996 was 36.5 percent.  The  effective tax rate  reflected for
the third quarter is based on all information  available to date,  however,  the
effective  tax rate on an annual  basis may vary from what is  reflected  in the
current  period.  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  through  the  remainder  of the  year  will
influence the final reported effective tax rate.



<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 May 31, 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: July 8, 1997