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


                                  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, 1998

                                       OR

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



                         Commission File Number : 0-7908

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

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


                    800 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 26, 1998
-------------------------------------              ----------------------------
Common Stock ($1.00 par value)                             192,246,734
Class B Common Stock ($1.00 par value)                      49,333,758

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


                                   
<PAGE>





                       PIONEER HI-BRED INTERNATIONAL, INC.


                                      INDEX


<TABLE>
<CAPTION>
                                                                                 PAGE

PART I - FINANCIAL INFORMATION

  Item 1.  Financial Statements

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


           Consolidated Condensed Statements Of Operations-- Three Months
             and Nine Months Ended May 31, 1998 and May 31, 1997............        5


           Consolidated Condensed Statements Of Cash Flows-- Nine Months
             Ended May 31, 1998 and May 31, 1997............................        6


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


  Item 2.  Management's Discussion and Analysis of Financial Condition
             and Results of Operations......................................    10-15


PART II - OTHER INFORMATION

  Item 5.  Market price of and dividends on registrants' common equity and related
             stockholder matters............................................       16

  Item 6.  Exhibits and Reports on Form 8-K.................................       16

  Signatures................................................................       17
</TABLE>



                                       2
<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                   1998            1997             1997
                                             ----------     -----------     --------

CURRENT ASSETS
<S>                                         <C>             <C>             <C>      
    Cash and cash equivalents...........    $     284       $      97       $     183
    Accounts and notes receivable, net..          561             301             489
    Inventories:
      Finished seed.....................          303             245             288
      Unfinished seed...................          102             186              94
      Other.............................            9               9               7
    Deferred income taxes...............           60              57              59
    Prepaid expenses and other current
          assets........................            7               6              11
                                             --------        --------        --------
Total current assets....................    $   1,326       $     901        $  1,131


LONG-TERM ASSETS........................           62              93              87


PROPERTY AND EQUIPMENT, net of
    accumulated depreciation and allowances
    May 31, 1998 - $517
    August 31, 1997 - $500
    May 31, 1997- $499..................          567             545             542



INTANGIBLES.............................           58              64              66
                                             --------        --------        --------

                                            $   2,013       $   1,603       $   1,826
                                             ========        ========        ========
</TABLE>




            See Notes to Consolidated Condensed Financial Statements.



                                       3
<PAGE>



                       PIONEER HI-BRED INTERNATIONAL, INC.

                      CONSOLIDATED CONDENSED BALANCE SHEETS
                            (Unaudited, in millions)

<TABLE>
<CAPTION>

LIABILITIES AND SHAREHOLDERS'                    May 31,       August 31,       May 31,
EQUITY                                            1998           1997            1997
                                              -----------     ----------      -------

CURRENT LIABILITIES
<S>                                          <C>              <C>             <C>      
    Short-term borrowings.................   $      56        $      91       $      28
    Current maturities of long-term debt..           4                6               5
    Accounts payable, trade...............         132               85             167
    Accrued compensation..................          54               60              52
    Income taxes payable..................         166               26             181
    Other accruals........................          67               61              49
                                              --------         --------        --------
      Total current liabilities...........   $     479        $     329       $     482
                                              --------         --------        --------

LONG-TERM DEBT............................   $      17        $      19       $      32
                                              --------         --------        --------


DEFERRED ITEMS
    Postretirement benefits...............   $      92        $      80       $      77
    Income taxes..........................          17               20              11
                                              --------         --------        --------
                                             $     109        $     100       $      88
                                              --------         --------        --------


MINORITY INTEREST IN SUBSIDIARIES.........   $       9        $       7       $       7
                                              --------         --------        --------


SHAREHOLDERS' EQUITY
    Common stock, $1 par value............         279               93              93
    Additional paid-in capital............         242               43              41
    Retained earnings.....................       1,501            1,436           1,499
    Unrealized gain on available-for-sale
      securities, net.....................           1               19              17
    Cumulative translation adjustment.....         (35)             (26)            (13)
                                              --------         --------        --------
                                             $   1,988        $   1,565       $   1,637

    Less:  Cost of common shares
      acquired for the treasury...........        (557)            (393)           (393)
    Unearned compensation.................         (32)             (24)            (27)
                                              --------         --------        --------
                                             $   1,399        $   1,148       $   1,217
                                              --------         --------        --------
                                             $   2,013        $   1,603       $   1,826
                                              ========         ========        ========

</TABLE>



            See Notes to Consolidated Condensed Financial Statements.


                                       4
<PAGE>



                       PIONEER HI-BRED INTERNATIONAL, INC.

                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                            (Unaudited, in millions)

<TABLE>
<CAPTION>

                                         Three Months Ended               Nine Months Ended
                                         May 31,      May 31,           May 31,        May 31,
                                          1998          1997              1998           1997
                                      --------------------------       ----------------------


<S>                                   <C>            <C>                <C>            <C>      
Net sales..........................   $   1,317      $   1,288          $   1,698      $   1,642
                                       --------       --------           --------       --------

Operating costs and expenses:
  Cost of goods sold...............   $     517      $     513          $     716      $     700
  Research and product development.          43             40                115            103
  Selling..........................         193            189                317            305
  General and administrative.......          34             31                103             96
                                      ---------      ---------          ---------      ---------
                                      $     787      $     773          $   1,251      $   1,204
                                       --------       --------           --------       --------

  Operating income.................   $     530      $     515          $     447      $     438

Investment income..................          11              7                 36             16
Interest expense...................          (4)            (2)                (9)            (6)
Net exchange and other gains (losses         22             (1)                14              -
                                           ---------      -------------  ---------      --------


  Income before items shown
    below..........................   $     559      $     519          $     488      $     448

Provision for income taxes.........        (191)          (187)              (166)          (161)
Minority interest and other........          (2)            --                 (3)            (2)
                                       --------       --------           --------       --------


  Net income.......................   $     366      $     332          $     319      $     285
                                       ========       ========           ========       ========

  Preferred stock dividend.........           -              -                (9)              -
                                      ---------      ---------          ---------      ---------

  Net income available to
    common stockholders............   $     366      $     332          $     310      $     285
                                       ========       ========           ========       ========
Income per common share basic*.....   $     1.50     $    1.35          $    1.36      $    1.15
Income per common share diluted*...         1.50          1.34               1.26           1.15

Dividends per common share*........   $     .09      $     .08          $     .26      $     .23

Weighted average number of common
  shares outstanding basic.........       244.0          246.7              228.4          246.9
Weighted average number of common
  shares outstanding diluted.......       245.1          247.4              253.2          247.6
</TABLE>

* Not in millions




            See Notes to Consolidated Condensed Financial Statements.


                                       5
<PAGE>



                       PIONEER HI-BRED INTERNATIONAL, INC.

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

                                                            Nine Months Ended
                                                       May 31,           May 31,
                                                         1998              1997
<TABLE>
<CAPTION>
                                                      -----------       -------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                   <C>               <C>      
  Net income.......................................   $     319         $     285
  Noncash items included in net income:
    Depreciation and amortization..................          64                64
    Gain on sale of available-for-sale securities..         (20)               (7)
    Other..........................................          (4)                1
  Net change in assets and liabilities.............         (31)              (75)
                                                       --------          --------
    Net cash provided by operating activities......   $     328         $     268
                                                       --------          --------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures.............................   $     (87)        $     (85)
  Technology investments...........................          (5)              (24)
  Proceeds on sale of available-for-sale securities          40                17
  Other............................................           -                (7)
                                                       ---------         --------
    Net cash used in investing activities..........   $     (52)        $     (99)
                                                       --------          --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net (payments) proceeds on short-term borrowings.   $     (30)        $      17
  Purchase of common stock.........................      (1,683)              (24)
  Dividends on common and preferred stock..........         (68)              (57)
  Net proceeds from issuance of preferred stock....       1,701                 -
  Principal payments on long-term borrowings.......          (5)              (11)
                                                       --------          --------
    Net cash used in financing activities..........   $     (85)        $     (75)
                                                       --------          --------

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

   Net increase in cash and cash equivalents.......   $     187         $      84
Cash and cash equivalents, beginning...............          97                99
                                                       --------          --------

CASH AND CASH EQUIVALENTS, ENDING                     $     284         $     183
                                                       ========          ========

SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION
Cash paid for:
    Interest................................          $       9         $       5
                                                       ========          ========
    Income taxes............................          $      35         $      54
                                                       ========          ========

NON CASH FINANCING ACTIVITIES
  Retirement of 16,466,045 shares of treasury stock:
    Common stock............................          $      16         $       -
    Additional paid in capital..............              1,509                 -
                                                      ---------         ---------

    Treasury stock..........................          $   1,525         $       -
                                                       ========          ========

  Stock split in the form of a 200% common
    stock dividend..........................          $     186         $       -
                                                       ========          ========
</TABLE>

            See Notes to Consolidated Condensed Financial Statements.



                                       6
<PAGE>




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


                       PIONEER HI-BRED INTERNATIONAL, INC.


              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


1.   In the opinion of the  Company,  the  accompanying  unaudited  consolidated
     condensed financial statements contain all adjustments  (consisting of only
     normal  recurring  accruals)  necessary  to fairly  present  the  financial
     position as of May 31, 1998 and 1997,  and the  results of  operations  and
     cash flows for the nine months ended May 31, 1998 and 1997.  Because of the
     seasonal  nature of the Company's  business,  the results of operations for
     the nine months ended May 31, 1998, 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.  Such guarantees totaled approximately $23 million at May 31, 1998
     and 1997.

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

4.   In  September  1997,  the  Company  and E.I. du Pont de Nemours and Company
     (DuPont)  executed an  agreement  that  created one of the world's  largest
     private agricultural research and development collaborations. The companies
     also formed a joint  venture that will market  improved  quality  traits to
     increase the value of crops for livestock  feeders,  grain processors,  and
     other end users. The joint venture will not sell seed.  Pioneer will be the
     preferred  worldwide  provider and  marketer of quality  trait seed for the
     joint venture.  The joint venture began operations January 1, 1998, and the
     Company's  share of operations  for the five months ended May 31, 1998, was
     not material.

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

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

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

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

                                    7
<PAGE>

6.   On March 10, 1998, the Board of Directors  approved a  three-for-one  stock
     split  effected  in the form of a 200  percent  stock  dividend.  The stock
     dividend was paid on April 23, 1998, to shareholders of record on March 27,
     1998.
       
7.   Except  for the  calculation  of votes per  share,  shareholder  rights and
     preferences  are  substantially  the same for both common stock and class B
     common  stock.  Pursuant  to the  Company's  existing  time  phased  voting
     structure every share of common stock is generally  entitled to five votes,
     if it has been  beneficially  owned  continuously  by the same holder for a
     period of 36 months.  Holders of class B common  stock are entitled to cast
     votes  equal  to their  percentage  of  common  stock  equivalent  economic
     ownership interest in the Company, not to exceed 20%. Both common stock and
     class B common stock are included jointly in all reference to common stock.
     The following table  summarizes the  computation of basic  weighted-average
     common shares outstanding for the periods presented:
<TABLE>
<CAPTION>

<S>                        <C>                                     <C>             <C> 
    Three Months Ended May 31,                                     1998            1997
    -----------------------------------------------------------------------------------
    (in millions)

        Number of shares of common stock
        outstanding at beginning of period                        245.3           247.0

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

        Weighted-average number of shares of
        common stock purchased for the treasury                    (1.3)           (0.3)
                                                                  -----           -----

        Weighted-average number of shares of
        common stock outstanding during the period                244.0           246.7
                                                                  =====          ======



    Nine Months Ended May 31,                                      1998            1997
    -----------------------------------------------------------------------------------
    (in millions)

        Number of shares of common stock
        outstanding at beginning of period                        246.7           247.2

        Weighted-average number of shares of
        common stock issued during the period                      22.8             0.3

        Weighted-average number of shares of
        common stock purchased for the treasury or
        retired                                                   (41.1)           (0.6)
                                                                  -----           -----

        Weighted-average number of shares of
        common stock outstanding during the period                228.4           246.9
                                                                  =====          ======
</TABLE>



                                       8
<PAGE>



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


<TABLE>
<CAPTION>

<S>                                           <C> <C>                             <C> <C> 
                                          May 31, 1998                        May 31, 1997
                                  --------------------------------    -------------------------------
                                             Shares                               Shares
                                  Income     Denom-     Per-Share     Income      Denom-    Per-Share
    Three Months Ended            Numerator   inator    Amount        Numerator    inator   Amount
    -------------------------     --------------------------------    -------------------------------
    (in millions, except
       per share amounts)

    Basic earnings per share:
    Net income attributable to
        common shareholders        $    366     244.0    $  1.50       $    332    246.7    $  1.35
                                                          ======                             ======

    Effect of dilutive securities:
    Stock options                        -        1.1                         -        .7
                                    ------    -------                   -------     -----

    Diluted earnings per share:
    Net income attributable to
        common shareholders        $    366     245.1    $  1.50       $    332    247.4    $  1.34
                                    =======  ========     ======        =======   ======     ======




                                          May 31, 1998                        May 31, 1997
                                  --------------------------------    -------------------------------
                                             Shares                               Shares
                                  Income     Denom-     Per-Share     Income      Denom-    Per-Share
    Nine Months Ended             Numerator   inator    Amount        Numerator    inator   Amount
    -------------------------     --------------------------------    -------------------------------
    (in millions, except
       per share amounts)

    Basic earnings per share:
    Net Income                     $    319                            $    285
    Less:  Preferred
        stock dividends                  (9)                                  -
                                    -------                             -------


    Net income attributable to
        common shareholders        $    310     228.4    $  1.36       $    285    246.9    $ 1.15
                                                          ======                             =====

    Effect of dilutive securities:
    Convertible preferred stock           9      23.7                         -        -
    Stock options                         -       1.1                         -       .7
                                    -------   -------                   -------    -----

    Diluted earnings per share:
    Net income attributable to
        common shareholders        $    319     253.2    $  1.26       $    285    247.6    $ 1.15
                                    =======   =======     ======        =======   ======     =====
</TABLE>





                                       9
<PAGE>



                       PIONEER HI-BRED INTERNATIONAL, INC.


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


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


MATERIAL CHANGES IN FINANCIAL CONDITION:

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

    Most of the  Company's  financing is done through the issuance of commercial
paper in the  U.S.,  backed  by  revolving  and  seasonal  lines of  credit.  In
addition,  foreign lines of credit and direct  borrowing  agreements  are relied
upon to support  overseas  financing  needs.  Short-term  debt at May 31,  1998,
consisted of $56 million in direct short-term borrowings from foreign banks.


During fiscal 1998, the Company has the following domestic lines of credit 
available:
(in millions)
                                    Revolving      Seasonal      Total

                First quarter       $200           $100          $300
                Second quarter      $200           $100          $300
                Third quarter       $200           $  --         $200
                Fourth quarter      $200           $  --         $200



    The increase in the  Company's  cash  position is primarily due to the money
remaining after the sale of preferred  shares to DuPont and the subsequent Dutch
auction self tender, in which Pioneer purchased  approximately 20 percent of its
outstanding shares.

    Additional  paid-in  capital and treasury stock were impacted in the current
period by the Company's investment agreement with DuPont (see Note 4 of Notes to
Consolidated Condensed Financial Statements).

    Also  impacting  treasury  stock for the nine months ended May 31, 1998, was
the  repurchase  of 4.6  million  shares of the  Company's  stock for a total of
$160.4 million through the Company's share repurchase  program. At May 31, 1998,
the remaining number of shares  authorized to be repurchased under the Company's
program  totaled  approximately  1.8  million.  During  June 1998,  the Board of
Directors  authorized  the  repurchase  of 5  million  additional  shares of the
Company's common stock on the open market.






                                       10
<PAGE>



MATERIAL CHANGES IN RESULTS OF OPERATIONS:

    Net income for the nine months ended May 31, 1998, was $319 million on sales
of $1.7 billion, or $1.26 per diluted share. Net income totaled $285 million, or
$1.15 per share,  on sales of $1.6  billion  for the first nine months of fiscal
1997.

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

    Results  during the first nine  months of fiscal  1998 were  affected by the
completion  of an  agreement  with DuPont  (see Note 4 of Notes to  Consolidated
Condensed  Financial  Statements).  Without the DuPont equity  transaction,  the
Company would have had less cash available for investment, and the Company would
not have paid any preferred stock  dividends.  Current year nine-month  results,
excluding the impact from the above equity  transactions,  were income of $308.6
million,  or $1.25  per  diluted  share.  The  following  table  summarizes  the
components  of income per share as reported  and  excluding  the impact from the
equity transactions with DuPont:

<TABLE>

                                          As Reported                 Excluding Equity Transactions
                                             Shares                               Shares
                                  Income     Denom-     Per-Share     Income      Denom-    Per-Share
    Nine Months Ended             Numerator   inator    Amount        Numerator    inator   Amount
    -------------------------     --------------------------------    ----------------------------
    (in millions, except
       per share amounts)

<S>                                <C>                                 <C>        <C>       <C>
    Net income                     $  319.2                            $  319.2

    Items resulting from the
    DuPont equity transactions:
      Preferred stock dividends        (8.5)                                  -
      Interest benefit from DuPont
        proceeds                          -                               (10.6)
                                    -------                             -------


    Basic earnings per share:
    Net income attributable to
        common shareholders        $  310.7    228.4     $  1.36       $  308.6     245.5   $  1.26
                                                          ======                             ======

    Effect of dilutive securities:
    Convertible preferred stock         8.5     23.7                          -         -
    Stock options                         -      1.1                          -       1.1
                                    -------   ------                    -------     -----

    Diluted earnings per share:
    Net income attributable to
        common shareholders        $  319.2    253.2     $  1.26       $  308.6     246.6   $  1.25
                                    =======   ======      ======        =======    ======    ======
</TABLE>



    Aggressive  discounting by competitors is putting  pressure on the Company's
share of the North American seed corn market.  However,  depending on final corn
acreage and seeding rates, the Company is estimating an increase in its share of
the North  American  seed corn market in 1998.  This was the result of a quality
line-up of seed corn  products,  which  included large volumes of new technology
products first introduced in 1997. These products performed well in side-by-side
comparisons  conducted by Pioneer during the 1997 harvest.  In  particular,  the
Company's ECB resistant  products performed  exceptionally  well. In addition to
ECB  resistant  corn hybrids,  the new product  line-up  included  high-yielding
conventional hybrids,  products for the rapidly growing high-oil market, hybrids
with better disease  resistance,  as well as new white and waxy corn hybrids for
the starch industry.  The Company's  ability to quickly increase supply of these
high-performing  products, due to year-round production capabilities,  made them
widely available in 1998. Customers had many choices of seed supply available to
them during the current  selling  season.  The proven  quality of the  Company's
product line-up played a significant role in current year results.

                                     11
<PAGE>

     There is  excitement  surrounding  Pioneer's  soybean  operations  in North
America.  Results in 1998 will again  reflect  record sales and profits from the
Company's   soybean   business.    Glyphosate-resistant   products   represented
approximately  40 percent  of total  year-to-date  unit  sales,  compared  to 17
percent of total unit sales a year ago.  Soybean margins improved because of the
premium sales price of glyphosate-resistant products over elite varieties.

    Operating results for most operations outside the United States are expected
to improve from a year ago on a local currency basis, however, the strong dollar
reduced current year-to-date  reported pre-tax consolidated results by more than
$30 million.

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


Nine Months Ended May 31, 1998 compared to the Nine Months Ended May 31, 1997

    Operating  income  for the first nine  months of fiscal  1998  increased  $9
million from the same period a year earlier.  Excluding  the negative  impact on
year-to-date operating results from the strengthening of the U.S. dollar against
foreign  currencies,  operating income improved  approximately  $40 million or 9
percent over results from the same period last year.  Additional  North American
seed corn unit sales and a higher  sales  price per unit,  and  increased  North
American  soybean  unit sales and sale price were the  primary  factors  for the
increase.



                                      12
<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/
                          1998          1997    (Decrease)           1998        1997     (Decrease)
                        ----------------------------------       -----------------------------------
Net sales:
  Corn:
<S>                     <C>         <C>          <C>             <C>          <C>         <C>      
    North America.....  $     807   $     768    $      39       $     932    $     882   $      50
    Europe............        190         233          (43)            295          323         (28)
    Other Regions.....         25          20            5              72           84         (12)
                        ---------   ---------    ---------       ---------    ---------   ---------
                        $   1,022   $   1,021    $       1       $   1,299    $   1,289   $      10
  Soybeans............        194         174           20             210          182          28
  Other...............        101          93            8             189          171          18
                         --------    --------     --------        --------     --------    --------

Total net sales.......  $   1.317   $   1,288    $      29       $   1,698    $   1,642   $      56
                         ========    ========     ========        ========     ========    ========

Operating profit:
  Corn................  $     468   $     468    $       -       $     446    $     443   $       3
  Soybean.............         56          46           10              40           31           9
  Other...............         28          20            8              29           22           7
                         --------    --------     --------        --------     --------    --------

  Product line operating
    profit............  $     552   $     534    $      18       $     515    $     496   $      19

  Indirect general and
    administrative
      expenses........        (22)        (19)          (3)            (68)         (58)        (10)
                         --------    --------     --------        --------     --------    --------

Operating income......  $     530   $     515    $      15       $     447    $     438   $       9
                         ========    ========     ========        ========     ========    ========

Units delivered:
  Corn:
    North America.....        9.7         9.7            -            11.4         11.3         0.1
     Europe...........        1.7         2.0         (0.3)            2.7          3.0        (0.3)
     Other Regions....        0.3         0.3           -              1.1          1.2        (0.1)
                         --------    --------     --------        --------     --------   ----------
                             11.7        12.0         (0.3)           15.2         15.5        (0.3)
                         ========    ========     =========       ========     ========    =========

  Soybean-North America      11.2        11.0          0.2            12.0         11.6          0.4
                         ========    ========     ========        ========     ========    =========
</TABLE>


SEED CORN

North America

    Operating  profit in North  America  improved $23 million over 1997 results.
Current year unit sales through third quarter are up approximately 100,000 units
over  those  recorded  in the  previous  year.  Sales  price per unit  increased
compared  to the  prior  year,  and when  combined  with per unit  cost of sales
similar to 1997 unit costs,  margins  improved nearly $40 million.  Higher fixed
costs and a stronger  U.S.  dollar  against the  Canadian  dollar also  impacted
current  year  results.  The  stronger  U.S.  dollar  reduced  operating  income
approximately  $3  million.   Increased   investment  in  research  and  product
development and higher selling costs reduced operating income  approximately $13
million.

     The  average net seed corn  selling  price per unit to  customers  in North
America is expected to increase approximately 4 percent. The Company implemented
changes to its replant  program  during  1998.  In previous  years seed sold for
replant was  discounted  50 percent.  In 1998 replant seed was provided  free of
charge.  In  addition  to  the  program  change,  adverse  weather  resulted  in
significantly  higher replanting in 1998.  Excluding these two factors,  the net
selling price of seed in North America would be expected to increase more than 5
percent,  from the introduction of several new elite products,  which are priced
at a premium, and a continued shift in sales mix of products in the current year
to higher-priced premium products. Current year per-unit seed corn cost of sales
are  comparable  to a year ago  resulting  from lower  carry-in  costs and lower
commodity costs related to the 1997 crop.


                                       13
<PAGE>




    An increase in North American market size and estimated  market share growth
also impacted  current year operating  results.  North  American  market size is
estimated at 83.9 million acres, an increase of 0.7 percent from 1997.  Based on
current year unit sales,  the  Company's  share of the North  American seed corn
market is estimated to increase slightly.

    Research  and  product   development   costs  in  North  America   increased
approximately  $10  million,  or 16 percent,  compared to the same period a year
ago.  The  Company's  continued  emphasis on  developing  improved  products for
customers  played a significant  role in the current year increase.  Integrating
new technology is essential to crop genetic  improvements.  The Company has more
that 1,000  agreements with third parties  specializing in technology which will
help improve the Company's  germplasm base and deliver enhanced  products to the
Company's customers.

    Current year-to-date selling fixed costs increased approximately $3 million,
or 5 percent,  from those  recorded in the same  period  last year.  Promotional
activities  associated  with the new product  launch in the current year was the
primary factor in the current year increase.


Other Regions

    Seed corn operating  results outside North America  decreased  approximately
$20 million for the first nine months of fiscal 1998 compared to the same period
in the previous  year.  The primary  factor for this decrease is the impact of a
stronger U.S.  dollar against  foreign  currencies,  which reduced  current year
operating results approximately $23 million.


SOYBEANS

    Year-to-date  soybean  operating  income improved nearly 30 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.

    Unit sales have increased almost 4 percent, or approximately  450,000 units,
from 1997  levels,  almost  entirely  the result of  increased  acreage.  Higher
commodity  prices and additional acres planted to soybeans from acres coming out
of conservation  programs have resulted in additional  acres planted to soybeans
in the current year.

    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 $7 million over those
recorded a year earlier.  Wheat,  Sunflower,  and Canola account for most of the
current year-to-date change.


INDIRECT GENERAL AND ADMINISTRATIVE EXPENSES

    Current year  indirect  general and  administrative  expenses  increased $10
million, or 17 percent, over 1997 levels. Increased employee compensation costs,
legal  costs  and  higher  training  and  development   costs,   resulting  from
investments  in  information  systems  within North  America and Europe,  were a
significant part of the current year increase.


NET FINANCIAL AND TAXES

    Current period net financial income for the first nine months of fiscal 1998
increased  $30.5 million from what was recorded in the prior year  primarily due
to interest earned on the net proceeds from DuPont's  investment in the Company.
Net exchange  and other gains and losses in the current year were  impacted by a
gain on the sale of two million shares of Mycogen  Corporation stock in 1998 and
one million shares in 1997. The Mycogen transactions, net of expenses, increased
earnings per share $.04 and $.01 for 1998 and 1997, respectively. Also impacting
net exchange and other gains and losses was the strengthening of the U.S. dollar
against various foreign currencies around the world.

                                   14
<PAGE>

    The  worldwide  effective  tax rate  reflected  for the first nine months of
fiscal 1998 was 34 percent. The worldwide effective tax rate for the same period
the year previous was 36 percent. The decrease in the effective tax rate between
years increased  earnings per share by $.03. The effective tax rate reflected in
the current year is based on all  information  available to date.  The effective
tax rate on an  annual  basis may vary from  what is  reflected  in the  current
period,  in part as a result of the level of earnings and  associated  tax rates
from the various countries in which the Company operates.

SUBSEQUENT EVENTS

    On June 29,  1998  severe  storms  hit the Des  Moines  metro  area  causing
significant  property  damage to the area. The Company  incurred  damage ranging
from broken  windows and overhead  doors to roof damage.  With the  exception of
tree damage, the property damage was insured.

    On  June 7,  1998 a fire  destroyed  several  of the  Company's  greenhouses
located in Johnston, Iowa. No one was injured in the fire. Experimental corn and
soybean products were lost.  However,  most of the plant materials destroyed can
be replaced through other seed, plants, or plant tissue. The construction of new
greenhouses is in progress and in the meantime  temporary  greenhouse  space has
been arranged.  No research  information was lost.  Product  development and new
product  introductions  will  continue  as  previously  planned.  The  Company's
greenhouses were insured.

    The financial effect of these events on the Company's current year operating
results will not be material.





                                       15
<PAGE>



                             PIONEER HI-BRED INTERNATIONAL, INC.


                                 PART II - OTHER INFORMATION


Item 5. - Market price of and dividends on registrants common equity and related
          stockholder matters

    The 1999  Annual  Meeting is  scheduled  to be held on January 26,  1999.  A
Shareholder  intending  to present a proposal  to the 1999  Annual  Meeting  and
wishing to have such proposal  included in the Proxy Statement and form of Proxy
to be distributed  by the Board of Directors in connection  with the 1999 Annual
Meeting  must submit  such  proposal no later than August 12, 1998 in writing to
the Secretary,  Pioneer Hi-Bred  International,  Inc., 800 Capital  Square,  400
Locust Street, P.O. Box 14458, Des Moines, Iowa 50306-3458.

    A Shareholder intending to present a proposal to the 1999 Annual Meeting who
does not intend to have such proposal  included in the Proxy  Statement and form
of Proxy,  must submit such  proposal in writing to the address set forth above.
Written  notice of the intent to make such a proposal  must be given,  either by
personal  delivery or United  States Mail,  First Class  postage  prepaid to the
address above by October 28, 1998.


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, 1998.



                                       16
<PAGE>




                             PIONEER HI-BRED INTERNATIONAL, INC.

                                          SIGNATURES




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



                                    PIONEER HI-BRED INTERNATIONAL, INC.
                                                     (Registrant)



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


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





                                    17