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



                                    FORM 10-Q



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

                  For quarterly period ended November 30, 1996

                                       OR

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



                         Commission File Number : 0-7908

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

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


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

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

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

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

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

            Class                            Outstanding at December 27, 1996
------------------------------             ------------------------------------
Common Stock ($1.00 par value)                         82,375,352

<PAGE>



                       PIONEER HI-BRED INTERNATIONAL, INC.

                                      INDEX

<TABLE>
<CAPTION>


                                                                                  PAGE

PART I - FINANCIAL INFORMATION
  <S>                                                                             <C>
  Item 1.  Financial Statements

           Consolidated Condensed Balance Sheets -- November 30, 1996,
             August 31, 1996, and November 30, 1995.........................      3-4


           Consolidated Condensed Statements Of Operations-- Three Months
             Ended November 30, 1996 and 1995...............................        5


           Consolidated Condensed Statements Of Cash Flows-- Three Months
             Ended November 30, 1996 and 1995...............................        6


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


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


PART II - OTHER INFORMATION

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

  Signatures................................................................       13
</TABLE>


<PAGE>


                         PART I - FINANCIAL INFORMATION


                       PIONEER HI-BRED INTERNATIONAL, INC.

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



                                            November 30,    August 31,     November 30,
                      ASSETS                   1996            1996             1995
                                             ----------     ----------     ------------
<S>                                         <C>             <C>             <C>   

CURRENT ASSETS
    Cash and cash equivalents...........    $      68       $      99       $      84
    Accounts and notes receivable, net..          178             243             139
    Inventories:
      Finished seed.....................          415             209             359
      Unfinished seed...................          401             163             347
      Other.............................           12              10               8
    Deferred income taxes...............           54              58              54
    Prepaid expenses and other current assets       7               2               6
                                             --------       ---------        --------
      Total current assets                  $   1,135       $     784       $     997


LONG-TERM ASSETS........................           83              81              39




PROPERTY AND EQUIPMENT, net of
    accumulated depreciation and allowances
    November 30, 1996 - $495
    August 31, 1996 - $484
    November 30, 1995 - $460............          523             510             486



INTANGIBLES.............................           51              47               9
                                             --------        --------        --------

                                            $   1,792       $   1,422       $   1,531
                                             ========        ========        ========
</TABLE>

See Notes to Consolidated Condensed Financial Statements.


<PAGE>


                       PIONEER HI-BRED INTERNATIONAL, INC.

                      CONSOLIDATED CONDENSED BALANCE SHEETS
                            (Unaudited, in millions)

<TABLE>
<CAPTION>


LIABILITIES AND SHAREHOLDERS'                November 30,      August 31,    November 30,
EQUITY                                            1996           1996            1995
                                             ------------      ----------    ------------
<S>                                          <C>              <C>             <C>    

CURRENT LIABILITIES
    Short-term borrowings.................   $     215        $      13       $     190
    Current maturities of long-term debt..          12               12              52
    Accounts payable, trade...............         399               89             273
    Accrued compensation..................          37               65              30
    Income taxes payable..................          16               63               3
    Other accruals........................          43               46              35
                                              --------         --------        --------
      Total current liabilities...........   $     722        $     288       $     583
                                              --------         --------        --------


LONG-TERM DEBT............................   $      25        $      25       $      17
                                              --------         --------        --------


DEFERRED ITEMS,
    Postretirement benefits...............   $      40        $      40       $      38
    Other.................................          46               44              39
                                              --------         --------        --------
                                             $      86        $      84       $      77
                                              --------         --------        --------


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


SHAREHOLDERS' EQUITY
      Preferred stock, no par value.......   $      --        $      --       $      --
      Common stock, $1 par value..........          93               93              93
      Additional paid-in capital..........          23               23              18
      Retained earnings...................       1,207            1,272           1,052
      Unrealized gain on available-for-sale
        securities, net...................          13               11              --
      Cumulative translation adjustment...          (5)              (3)              1
                                              --------         --------        --------
                                             $   1,331        $   1,396       $   1,164

    Less:  Cost of common shares
      acquired for the treasury...........        (365)            (364)           (303)
      Unearned compensation...............         (12)             (14)            (12)
                                              --------         --------        --------
                                             $     954        $   1,018       $     849
                                              --------         --------        --------
                                             $   1,792        $   1,422       $   1,531
                                              ========         ========        ========
</TABLE>

See Notes to Consolidated Condensed Financial Statements.


<PAGE>


                             PIONEER HI-BRED INTERNATIONAL, INC.

                       CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                  (Unaudited, in millions)

<TABLE>
<CAPTION>
                                                          Three Months Ended
                                                               November 30,
                                                         1996              1995
                                                      ---------         ---------
<S>                                                   <C>               <C>   
Net sales..........................................   $      90         $      92
                                                       --------          --------

Operating costs and expenses:
  Cost of goods sold...............................   $      50         $      53
  Research and product development.................          30                31
  Selling..........................................          51                53
  General and administrative.......................          30                31
                                                       --------          --------
                                                      $     161         $     168
                                                       --------          --------

  Operating (loss).................................   $     (71)        $     (76)

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

  (Loss) before items shown below..................   $     (71)        $     (79)

Provision for income taxes.........................          27                30
Minority interest and other........................          (1)               --
                                                      ---------         ---------


  Net (loss).......................................   $     (45)        $     (49)
                                                       ========          ========


Net (loss) per common share*.......................   $    (.55)       $     (.59)

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

Average shares outstanding.........................        82.4              83.4

* Not in millions
</TABLE>

See Notes to Consolidated Condensed Financial Statements.


<PAGE>


                            PIONEER HI-BRED INTERNATIONAL, INC.

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

<TABLE>
<CAPTION>


                                                          Three Months Ended
                                                               November 30,
                                                          1996              1995
                                                        -------           ------
<S>                                                   <C>               <C>   


CASH FLOWS FROM OPERATING ACTIVITIES:
  Net (loss).......................................   $     (45)        $     (49)
  Noncash items included in net (loss):
    Depreciation and amortization..................          19                18
    Other..........................................           6                --
  Net change in assets and liabilities.............        (151)              (52)
                                                       --------          --------
    Net cash used in operating activities..........   $    (171)        $     (83)
                                                       --------          --------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures.............................   $     (32)        $     (30)
  Other............................................         (10)               (1)
                                                       --------          --------
    Net cash used in investing activities..........   $     (42)        $     (31)
                                                       --------          --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net proceeds on short-term borrowings............   $     203         $     131
  Dividends paid...................................         (19)              (17)
  Other............................................          (2)               --
                                                       --------          --------
    Net cash provided by financing activities......   $     182         $     114
                                                       --------          --------

    Net decrease in cash and cash equivalents......   $     (31)        $      --
Cash and cash equivalents, beginning...............          99                84
                                                       --------          --------
CASH AND CASH EQUIVALENTS, ENDING..................   $      68         $      84
                                                       ========          ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION 
Cash paid (received) for:
    Interest.......................................   $       3         $       5
                                                       ========          ========
    Income taxes...................................   $      18         $      (7)
                                                       ========          ========
</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 November 30, 1996 and 1995, and the results of operations and
    cash flows for the three months ended November 30, 1996 and 1995. Because of
    the seasonal nature of the Company's business, the results of operations for
    the three months ended  November 30, 1996, are not indicative of the results
    to be expected for the full year.

2.  The Company has  guaranteed  the  repayment  of  principal  and  interest on
    certain  obligations of Village Court Associates,  an affiliated real estate
    venture.  At November 30, 1996, such guarantees  totaled  approximately  $23
    million.

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

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

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

    After  reviewing  the  Company's  intellectual  property  position,  all  of
    DeKalb's patent filings,  and DeKalb's  lawsuits,  Pioneer believes DeKalb's
    claims are without merit. Pioneer has denied DeKalb's allegations and raised
    defenses that, if successful, would render DeKalb's patents invalid. Pioneer
    believes that disposition of the lawsuits will not have a materially adverse
    affect on the consolidated  financial  position and results of operations of
    the Company.  Pioneer also does not expect  delays in the  introductions  of
    advanced corn hybrids with insect and herbicide  resistance because of these
    lawsuits.


<PAGE>


                       PIONEER HI-BRED INTERNATIONAL, INC.


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


    The following  discussion  should be read in  conjunction  with the attached
unaudited condensed  consolidated  financial  statements and notes, and with the
Company's  audited  financial  statements  and notes for the  fiscal  year ended
August 31, 1996.


MATERIAL CHANGES IN FINANCIAL CONDITION:

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

    Most of the  Company's  financing is done through the issuance of commercial
paper in the  U.S.,  backed  by  revolving  and  seasonal  lines of  credit.  In
addition,  foreign lines of credit and direct  borrowing  agreements  are relied
upon to support overseas financing needs.  Short-term debt at November 30, 1996,
consisted of $198 million in domestic commercial paper and $17 million in direct
short-term borrowings from foreign banks.

During fiscal 1997,  the Company has available the following  domestic  lines of
credit:
(in millions)
        .......              Revolving      Seasonal      Total
                             ---------      --------      -----

First quarter..              $200           $100          $300
Second quarter.              $200           $100          $300
Third quarter..              $200           none          $200
Fourth quarter.              $200           none          $200

    November 30, 1996,  accounts and notes receivable  increased compared to the
same period a year ago due to increased participation in our agricultural credit
programs.

    Seed inventories,  short-term  borrowings,  and accounts payable at November
30, 1996, are higher than the previous year due to additional  acres planted and
higher yields harvested in the fall of 1996 compared to the fall of 1995.

    The Company's  investments in research  collaborations,  as noted in Note 3,
resulted in increased  long-term and intangible  assets and long-term  debt. The
purchase and subsequent  increase in market value of Mycogen  Corporation common
stock  accounted  for  virtually  the entire  increase  in  long-term  assets at
November 30, 1996,  compared to the prior year. This  collaboration,  along with
others, also resulted in higher intangible assets and long-term debt levels.


<PAGE>


    Property and equipment at November 30, 1996,  increased over the same period
a year earlier mainly due to the construction of additional  production capacity
in Europe and Latin America combined with other facilities in Johnston, Iowa.


MATERIAL CHANGES IN RESULTS OF OPERATIONS:


    Net loss for the three months  ended  November 30, 1996 totaled $45 million,
or $.55 per share, compared to a net loss of $49 million, or $.59 per share, for
the first quarter of fiscal 1996.  Due to the  seasonality of the seed business,
single  quarter  results  and  quarter-to-quarter  comparisons  are  not  always
meaningful. Accordingly, such comparisons are not emphasized. Typically, most of
the Company's revenue and operating profit is generated in the third quarter.

    Management  believes the Company is on track to have another  strong year in
1997. In North America, the performance  advantage of Pioneer(R) brand seed corn
hybrids has improved  considerably  compared to the  competition.  On-farm yield
comparisons  conducted  by the  Company in the fall of 1996  reflected  that the
average of all Pioneer brand hybrids  out-yielded the average  competitor by 5.9
bushels per acre bushels,  1.2 bushels more than in 1995. The yield advantage of
Pioneer's ten leader hybrids reflected an average 7.6 bushel-per-acre  advantage
over the average of our  competition's  hybrids.  This improved  performance  is
creating a great deal of enthusiasm for the 1997 sales year.

    Operating  results in North America during the current year will be impacted
by higher  per-unit seed corn costs  compared to fiscal 1996.  Although  overall
costs are expected to increase, the average seed corn sales price is expected to
increase as well.  The  introduction  of  significant  volumes of new technology
products in fiscal 1997, along with list price increases across the corn product
line, are expected to increase the net sales price per unit approximately  seven
percent in North  America.  The resulting  effect should be higher  current year
per-unit margins.

    While  results  in regions  outside  North  America  are more  difficult  to
predict,  management believes that the Company is on target for future growth in
these regions as well, and will build on the record results of 1996.

    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.


<PAGE>



Three Months Ended November 30, 1996 compared to the Three Months Ended November
30, 1995


    Total sales  decreased  $2 million,  or three  percent,  for the first three
months of fiscal  1997  compared to the same  period a year  earlier.  Seed corn
sales  were  comparable  to those  reflected  last year.  Lower  wheat and other
product  sales,  partially  offset by additional  microbial  sales,  account for
principally  the entire current period sales decrease from a year ago.  However,
due to lower cost of goods sold,  decreased fixed costs, and lower net financial
expense,  the first  quarter loss  decreased $4 million from what was recorded a
year earlier.

    Typically, sales during our first quarter are generated mostly from Southern
Hemisphere  operations,  North  American  wheat sales,  and worldwide  microbial
product sales.

    First  quarter seed corn sales  totaled $39 million and are similar to those
recorded a year ago.  During the current  period,  no seed corn was delivered in
North America.  In the first quarter of fiscal 1996, Southern dealers took early
delivery of seed corn  totaling $4 million.  An increase in current  period seed
corn sales outside North America offset this year's lack of early North American
deliveries.

    Wheat sales in North  America  decreased $4 million due to  declining  wheat
acreage.  Acreage decreased as a result of the late harvest of corn and soybeans
in the fall of 1996 combined with unfavorable weather conditions.

    Microbial  product  sales  increased  $3  million  this  year due to  strong
performance  of  premium  inoculant  products.  Also  impacting  current  period
comparisons was $4 million in sales to liquidate our specialty oils inventory in
the first  quarter  of fiscal  1996 that did not repeat in the  current  period.
These sales were at essentially no margin, which also primarily accounts for the
lower total cost of goods sold for the current period compared to a year ago.

    Research expenses  decreased $1 million from what was reflected for the same
period last year.  The  discontinuation  of our  vegetable  product line and the
timing of certain other  expenses,  partially  offset by  amortization of recent
research collaborations, accounts for most of the current period decrease. On an
annual basis,  research  expenses are expected to increase  eight to ten percent
above what was reflected in 1996.

    Selling and  administrative  expenses  for the first three  months of fiscal
1997  decreased  $3  million  from the same  period a year ago.  Current  period
variable selling costs (commissions and shipping costs) decreased as a result of
fewer unit sales, while fixed selling costs decreased primarily due to timing of
certain expenses. The decrease in administrative costs is principally the result
of the one-time effect of adopting FAS116 "Accounting for Contributions Made and
Contributions  Received" during first quarter of 1996 not present in the current
period.


<PAGE>


    Current  period net  financial  expense  decreased  $3 million from what was
recorded in the prior year's first quarter as a result of lower interest expense
and lower exchange  losses.  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.  Net exchange loss is
lower in the  current  period  principally  due to  higher  losses  on  European
intercompany transactions in the previous year.

    The  estimated  fiscal 1997  worldwide  effective  tax rate of 37.5  percent
reflected in the first quarter is  substantially  unchanged  from the 38 percent
effective tax rate  reflected in the first quarter of fiscal 1996. The effective
tax rate  reflected for first quarter is based on all  information  available to
date, however, uncertainties exist that could cause the effective tax rate on an
annual basis to vary from what is reflected in the current period. Some of these
uncertainties  include the level of profits  generated in foreign countries with
tax rates  different  from  those in the United  States and the impact  from the
repatriation of foreign earnings during the year.


<PAGE>


                       PIONEER HI-BRED INTERNATIONAL, INC.

                           PART II - OTHER INFORMATION



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

          a. Exhibits

               Financial Data Schedule (Exhibit 27).

          b. Reports on Form 8-K

               No reports on Form 8-K were filed with the Commission during the
               three months ended November 30, 1996.


<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:  January 13, 1997