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

                              ----------------------

                                      FORM 10-Q

                              ----------------------


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

                  For quarterly period ended February 28, 1999

                                       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 March 23, 1999
-----------------------------                     -----------------------------
Common Stock ($1.00 par value)                              190,140,155
Common Stock - Class B ($1.00 stated value)                  49,333,758




<PAGE>




                       PIONEER HI-BRED INTERNATIONAL, INC.

                                      INDEX

<TABLE>
<CAPTION>


                                                                                  PAGE

PART I - FINANCIAL INFORMATION

  Item 1.  Financial Statements

           Consolidated Condensed Balance Sheets -- February 28, 1999,
<S>                 <C> <C>                <C> <C>                                <C>
             August 31, 1998, and February 28, 1998.........................      3-4


           Consolidated Condensed Statements Of Operations-- Six Months
             Ended February 28, 1999 and 1998...............................        5


           Consolidated Condensed Statements Of Cash Flows-- Six Months
             Ended February 28, 1999 and 1998...............................        6


           Notes to Consolidated Condensed Financial Statements.............     7-10


  Item 2.  Management's Discussion and Analysis of Financial Condition
             and Results of Operations......................................    11-15


PART II - OTHER INFORMATION

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

  Signatures................................................................       17



</TABLE>
                                        2



<PAGE>




                       PIONEER HI-BRED INTERNATIONAL, INC.

                         PART I - FINANCIAL INFORMATION

                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                  (In millions)


<TABLE>
<CAPTION>

                                            February 28,    August 31,      February 28,
ASSETS                                         1999            1998             1998
                                             -----------    ------------    ------------
                                             (Unaudited)                     (Unaudited)
CURRENT ASSETS
<S>                                         <C>             <C>             <C>
    Cash and cash equivalents...........    $     272       $      86       $     578
    Accounts and notes receivable, net..          367             400             339
    Inventories:
      Finished seed.....................          565             273             593
      Unfinished seed...................          262             201             197
      Other.............................           16               7              11
    Income taxes receivable.............            9              --              --
    Deferred income taxes...............           77              69              68
    Prepaid expenses and other 
        current assets..................           78               3              72
                                             --------        --------        --------
 ....................Total current assets    $   1,646   $       1,039       $   1,858

LONG-TERM ASSETS........................           59              47              85



PROPERTY AND EQUIPMENT, net of
    accumulated depreciation and allowances
    February 28, 1999 - $552
    August 31, 1998 - $520
    February 28, 1998 - $514............          619             576             555



INTANGIBLES.............................           65              55              60
                                             --------        --------        --------

                                            $   2,389       $   1,717       $   2,558
                                             ========        ========        ========

</TABLE>


See Notes to Consolidated Condensed Financial Statements.

                                        3



<PAGE>





                       PIONEER HI-BRED INTERNATIONAL, INC.

                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                  (In millions)

<TABLE>
<CAPTION>


LIABILITIES AND SHAREHOLDERS'                February 28,      August 31,      February 28,
EQUITY                                            1999            1998             1998
                                              ------------    -------------   ------------
                                              (Unaudited)                      (Unaudited)
CURRENT LIABILITIES
<S>                                          <C>              <C>             <C>
    Short-term borrowings.................   $      79        $      76       $      67
    Current maturities of long-term debt..           1               14               6
    Accounts payable, trade...............         240               81             228
    Customer Deposits.....................         525               --             843
    Accrued compensation..................          38               61              45
    Income taxes payable..................          --               46               4
    Other accruals........................          78          _____67         _____77
                                               -------               --              --
      Total current liabilities...........   $     961        $     345       $   1,270
                                              --------         --------        --------


LONG-TERM DEBT............................   $     205        $       5       $      18
                                              --------         --------        --------


DEFERRED ITEMS
    Retirement benefits...................   $      98        $      94       $      88
    Income taxes..........................          18               19              18
                                              --------         --------        --------
                                             $     116        $     113       $     106
                                              --------         --------        --------


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


SHAREHOLDERS' EQUITY
    Preferred stock, $100 stated value....   $      --        $      --       $      --
    Common stock, $1 par or stated value..         231              230              93
    Class B common, $1 stated value.......          49               49              --
    Additional paid-in capital............         260              246             242
    Retained earnings.....................       1,308            1,428           1,342
    Accumulated other comprehensive loss,
           Net............................         (42)             (46)            (28)
                                               -------          -------             ---
                                             $   1,806        $   1,907       $   1,649

    Less:  Cost of common shares
      acquired for the treasury...........        (669)            (631)           (457)
      Unearned compensation...............         (37)             (29)            (34)
                                              --------         --------        --------
                                             $   1,100        $   1,247       $   1,158
                                              --------         --------        --------
                                             $   2,389        $   1,717       $   2,558
                                              ========         ========        ========
</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               Six Months Ended
                                      February 28,   February 28,      February 28,  February 28,
                                          1999          1998              1999           1998
                                      --------------------------       ---------------------------


<S>                                   <C>            <C>                <C>            <C>
Net sales..........................   $     300      $     302          $     376      $     381
                                       --------       --------           --------       --------

Operating costs and expenses:
  Cost of goods sold...............   $     137      $     147          $     193      $     198
  Research and product development.          45             38                 85             72
  Selling..........................          75             69                129            124
  General and administrative.......          36             41                 71             69
                                       --------       --------           --------       --------
                                      $     293      $     295          $     478      $     463
                                       --------       --------           --------       --------

  Operating income (loss)..........   $       7      $       7          $    (102)     $     (82)

Investment income..................           7              7                 12             25
Interest expense...................          (5)            (3)               (10)            (5)
Net exchange and other
  losses....................                 (3)            (3)                (8)            (8)
                                   ------------       --------           --------       --------

  Income (loss) before items shown
    below..........................   $       6      $       8          $    (108)     $     (70)

Provision for income taxes.........          (3)            (2)                36             25
Minority interest and other........          --             (2)                --             (2)
                                       --------       --------           --------       --------


  Net income (loss)................   $       3      $       4          $     (72)     $     (47)

Preferred stock dividend...........          --              5                 --              9
                                       --------       --------           --------       --------

  Net income (loss) attributable to
    common shareholders............   $       3      $      (1)         $     (72)     $     (56)
                                       ========       ========           ========       ========

Basic net income (loss) per
  common share*....................   $      .01     $    (.01)         $    (.30)     $    (.25)

Diluted net income (loss) per
  common share*....................   $      .01     $    (.01)         $    (.30)     $    (.25)


Dividends per common share*........   $     .10      $     .09          $     .20      $     .17

Basic average common shares
  outstanding......................       239.4          214.8              239.8          220.5

Diluted average common shares
  outstanding.......................      240.1          214.8              239.8          220.5

*Not in millions
</TABLE>

See Notes to Consolidated Condensed Financial Statements.

                                        5



<PAGE>





                       PIONEER HI-BRED INTERNATIONAL, INC.

                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                            (Unaudited, in millions)
<TABLE>
<CAPTION>

                                                            Six Months Ended
                                                               February 28,
                                                          1999              1998
                                                        -------           --------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                   <C>               <C>
  Net (loss).......................................   $     (72)        $     (47)
  Noncash items included in net (loss):
    Depreciation and amortization..................          52                43
    Other..........................................          14                (9)
  Net change in assets and liabilities.............         174               511
                                                       --------          --------
    Net cash provided by operating activities......   $     168         $     498
                                                       --------          --------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures.............................   $     (81)        $     (64)
  Technology Investments...........................          (5)               (5)
  Other............................................         (21)                5
                                                       --------          --------
    Net cash used in investing activities..........   $    (107)        $     (64)
                                                       --------          --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net proceeds (payments) on short-term borrowings.   $      22         $     (20)
  Purchase of common stock.........................         (34)           (1,583)
  Dividends paid...................................         (48)              (47)
  Net proceeds from issuance of preferred stock....          --             1,701
  Net proceeds (payments) on long-term debt........         187                (1)
                                                       --------          --------
    Net cash provided by financing activities......   $     127         $      50
                                                       --------          --------

Effect of foreign currency exchange................   $      (2)        $      (3)
                                                       --------          --------

    Net increase in cash and cash equivalents......   $     186         $     481
Cash and cash equivalents, beginning...............          86                97
                                                       --------          --------
CASH AND CASH EQUIVALENTS, ENDING..................   $     272         $     578
                                                       ========          ========

SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION
  Cash paid for:
    Interest.......................................   $       7         $       5
                                                       ========          ========
    Income taxes...................................   $      33         $      23
                                                       ========          ========

NONCASH FINANCING ACTIVITIES:
  Retirement of 49,398,135 shares of treasury stock:
    Common stock...................................   $      --         $      16
    Additional paid-in capital.....................          --             1,509
                                                       --------          --------
    Treasury stock.................................   $      --         $   1,525
                                                       ========          ========
</TABLE>

See Notes to Consolidated Condensed Financial Statements.

                                        6



<PAGE>









                       PIONEER HI-BRED INTERNATIONAL, INC.


              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS



1.   In  the  opinion  of  the  Company,  the  accompanying   unaudited
     consolidated   condensed  financial   statements  contain  all  adjustments
     (consisting of only normal recurring accruals) necessary to fairly present,
     in accordance with generally accepted accounting principles,  the financial
     position as of February  28, 1999 and 1998,  and the results of  operations
     and cash flows for the six months ended February 28, 1999 and 1998. Because
     of the seasonal nature of the Company's business, the results of operations
     for the six months ended  February 28, 1999,  may not be  indicative of the
     results to be expected for the full year.

2.   Pioneer 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 February 28, 1999 and
     1998.

3.   Since April,  1996,  DeKalb Genetics  Corporation  ("DeKalb") has filed six
     lawsuits  against  Pioneer.  The lawsuits allege that insect resistant corn
     products that use a Bt gene,  and corn products  resistant to a glufosinate
     herbicide, infringe on certain DeKalb patents. On November 10, 1998, two of
     the six lawsuits filed were dismissed  with  prejudice.  These two lawsuits
     alleged the Company had  infringed on Dekalb  patents by using  glufosinate
     resistant products in developing corn hybrids.

     After  reviewing the Company's  intellectual  property  position,  DeKalb's
     patent filings,  DeKalb's  lawsuits,  and conducting  extensive  discovery,
     Pioneer continues to believe all 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.


                                        7



<PAGE>






4. The following  table  summarizes the  computation of weighted  average shares
   outstanding:

    Three Months Ended February 28                        1999            1998
    ----------------------------------------------------------------------------
    (in millions)

        Number of shares of common stock
        outstanding at beginning of the period.....       239.7          197.4

        Weighted average number of shares of
        common stock issued during the period......         0.2           18.0

        Weighted average number of shares of
        common stock purchased for the treasury....        (0.5)          (0.6)
                                                            ---            ---

        Weighted average number of shares of
        common stock outstanding during the period.       239.4          214.8
                                                          =====          =====


    Six Months Ended February 28,                         1999            1998
    ---------------------------------------------------------------------------
    (in millions)

        Number of shares of common stock
        outstanding at beginning of the period.....       240.3          246.6

        Weighted-average number of shares of
        common stock issued during the period......         0.1            9.0

        Weighted-average number of shares of
        common stock purchased for the treasury....        (0.6)         (35.1)
                                                           ----          -----

        Weighted-average number of shares of
        common stock outstanding during the period.       239.8          220.5
                                                          =====          =====


                                        8




<PAGE>





5.  The  following  table  provides  a  reconciliation  of  the  numerators  and
    denominators of the basic and diluted  earnings per share  computations  for
    the periods presented:
<TABLE>
<CAPTION>

                                          February 28, 1999                   February 28, 1998
                                  --------------------------------    -------------------------------

                                  Income/    Shares                   Income/     Shares
                                  (Loss)     Denom-     Per-Share     (Loss)      Denom-    Per-Share
    Three Months Ended            Numerator   inator    Amount        Numerator    inator   Amount
    -------------------------     --------------------------------    -------------------------------
    (in millions, except
       per share amounts)

    Net income                     $    3                              $   4
    Less:  Preferred
        stock dividends                --                                 (5)
                                    -----                               -----

    Basic earnings per share:
    Income(loss) attributable to
<S>                                <C>         <C>       <C>           <C>         <C>      <C>
        common shareholders        $    3      239.4     $   .01       $  (1)      214.8    $  (.01)
                                                          ======                             ======

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

    Diluted earnings per share:
    Income(loss) attributable to
        common shareholders        $    3      240.1     $   .01       $  (1)       214.8   $  (.01)
                                    =====    =======     =======        ====     ========    ======



                                          February 28, 1999                   February 28, 1998
                                  --------------------------------    ------------------------------
                                  Income/    Shares                   Income/     Shares
                                  (Loss)     Denom-     Per-Share     (Loss)      Denom-    Per-Share
    Six Months Ended              Numerator   inator    Amount        Numerator    inator   Amount
    -------------------------     --------------------------------    -------------------------------
    (in millions, except
       per share amounts)

    Net (loss)                     $  (72)                             $  (47)
    Less:  Preferred
        stock dividends                --                                  (9)
                                    -----                               ------

    Basic earnings per share:
    (loss) attributable to
        common shareholders        $  (72)     239.8     $  (.30)      $  (56)     220.5    $   (.25)
                                                          ======                             =======

    Effect of dilutive securities:
    Convertible preferred stock        --         --                       --         --
    Stock options                      --         --                       --         --
                                    -----    -------                    -----    -------

    Diluted earnings per share:
    (loss) attributable to
        common shareholders        $  (72)     239.8     $  (.30)      $  (56)      220.5   $   (.25)
                                    =====    =======      ======        =====    ========    =======
</TABLE>

The periods presented, with the exception of the Three Months Ended February 28,
1999,  reflect a loss  attributable  to common  shareholders.  As a result,  the
effect of convertible  preferred stock and stock options are not included in the
calculation  of diluted  earnings per share for the periods with losses as their
effects are anti-dilutive.

                                        9




<PAGE>






6.  Accounting Pronouncements

    As of  September  1,  1998,  the  Company  adopted  Statement  of  Financial
    Accounting Standards (SFAS) No. 130, "Reporting  Comprehensive Income". SFAS
    No. 130 establishes new rules for the reporting and display of comprehensive
    income and its  components;  however,  the adoption of this statement has no
    impact on a company's net income (loss) or  shareholders'  equity.  SFAS No.
    130  requires  other  comprehensive   income  to  include  foreign  currency
    translation   adjustments  and  unrealized   gains  and  losses  on  certain
    investments in debt and equity securities  classified as  available-for-sale
    securities,   which  prior  to  adoption   were   reported   separately   in
    shareholders'  equity. The February 28, 1998, and August 31, 1998, financial
    statements have been reclassified to conform to the requirements of SFAS No.
    130.

    Total  comprehensive  loss for the six months  ended  February  28, 1999 and
    1998, which includes net loss and other  comprensive  income (loss) amounted
    to $67 million and $68 million, respectively.

7.  Subsequent Events:

    On March 15, 1999, Pioneer Hi-Bred International,  Inc., an Iowa corporation
    ("Pioneer"),  E. I. du Pont de Nemours and Company,  a Delaware  corporation
    ("DuPont"),  and Delta  Acquisition Sub, Inc., a Delaware  corporation and a
    wholly owned subsidiary of DuPont  ("Delta"),  entered into an Agreement and
    Plan of Merger (the "Merger  Agreement")  pursuant to which  Pioneer will be
    merged (the "Merger") into Delta, with Delta surviving the Merger.

    At the  effective  time of the Merger,  each share of Pioneer  Common  Stock
    (other  than  shares  held by DuPont  and any  shares as to which  appraisal
    rights are  perfected)  will be converted in the Merger,  at the election of
    the holders  thereof,  into  either a fraction  of a share of DuPont  common
    stock with an average  trading  price of $40 or the right to receive  $40 in
    cash,  subject to the overall  limitation that 45% of the consideration paid
    to Pioneer  stockholders  will be cash and 55% will be DuPont  common stock.
    The closing of the Merger is subject to various  conditions,  including  the
    approval  of  Pioneer  stockholders  and the  expiration  of the  applicable
    waiting period under the  Hart-Scott-Rodino  Antitrust  Improvements  Act of
    1976, as amended, and the rules and regulations thereunder.



                                        10



<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, 1998.

MATERIAL CHANGES IN FINANCIAL CONDITION:

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

    Most of the  Company's  financing is done through the issuance of commercial
paper in the  U.S.,  backed  by  revolving  and  seasonal  lines of  credit.  In
addition,  foreign lines of credit and direct  borrowing  agreements  are relied
upon to support overseas financing needs.  Short-term debt at February 28, 1999,
consisted of $79 million in direct short-term borrowings from foreign banks.

    During fiscal 1999 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


    During the fiscal  year ended  August 31,  1998,  the Company  finalized  an
agreement  with  DuPont  that  created  one  of  the  world's   largest  private
agricultural  research and  development  collaborations.  The Company and DuPont
also  formed a joint  venture,  Optimum  Quality  Grains,  L.L.C.  that  markets
improved quality traits.

    In  connection  with the above  agreement,  the Company  issued  convertible
preferred  stock to DuPont,  which was  converted to Class B common stock during
fiscal year 1998. As required by the  agreement,  Pioneer used a majority of the
proceeds to purchase shares of the Company's  outstanding common stock through a
Dutch  auction  self-tender.  The excess  proceeds  from these  transactions  of
approximately  $170  million  were  used for  1998  operations  and to  purchase
additional  shares  of  Pioneer  common  stock on the open  market  through  the
Company's stock repurchase program.

    The growth in  receivables  at February 28, 1999,  when compared to February
28,  1998,  was  primarily  due to a $37 million  increase in trade  receivables
resulting from deliveries running ahead of prior years in Italy and Greece. This
was partially  offset by a decrease in North America  trade  receivables  due to
timing of deliveries.

    Cash and cash equivalents decreased $306 million primarily due to a decrease
of $318 million in customer  deposits.  The decrease in customer deposits is due
to the high  level of  acceptance  to the  Company's  enhanced  customer  credit
programs offered for the 1999 sales season.

    Long-term debt increased $187 million as a result of the Company's  issuance
of $200 million in debt securities in January 1999.

                                        11



<PAGE>





MATERIAL CHANGES IN RESULTS OF OPERATIONS:

    Net loss for the six months ended  February 28,  1999,  was $72 million,  or
$.30 per share,  on sales of $376 million.  In the first six months of the prior
fiscal  year,  the  Company  recorded  a loss of $47  million  on  sales of $381
million.  After the payment of preferred  dividends the net loss attributable to
common shareholders for February 28, 1998 totaled $56 million or $.25 per share.

    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. Revenues during
the  Company's  first six months of the fiscal  year are  generated  mostly from
Southern  Hemisphere  operations,  North American wheat sales,  initial southern
North  America  seed  corn  sales  and  worldwide  microbial  product  sales and
generally represent less than 25 percent of the Company's annual sales.

Six Months Ended February 28, 1999 compared to the Six Months Ended February 28,
1998

    The current operating loss increased $20 million to $102 million largely due
to increase  fixed costs through the second quarter of fiscal 1999. The increase
in  fixed  costs  of  approximately  8  percent  was  expected  due  to  planned
expenditures  in  research  and  product   development,   sales  and  marketing,
information  management  and other  targeted  areas.  Increased  investments  in
research and product development of $13 million accounted for over 65 percent of
the current year  increase in fixed costs.  Net sales were $5 million lower than
prior year sales.  Increased  seed corn sales were offset by  decreases in other
products,  primarily  wheat.  Earlier  seed  corn  deliveries  outside  of North
America,  primarily  Europe,  more than offset a decrease in North  America seed
corn sales  resulting  from the timing of deliveries  to southern  United States
dealers.

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

                             Quarter Ended                           Six Months Ended
                              February 28,       Increase/              February 28,       Increase/
                          1999          1998    (Decrease)         1999          1998      (Decrease)
                        ----------------------------------       ------------------------------------
Net sales:
<S>                     <C>         <C>          <C>             <C>          <C>         <C>
  Corn................  $     255   $     254    $       1       $     288    $     277   $      11
Other.................         45          48           (3)             88          104         (16)
                          -------     -------      -------         -------      -------     -------

Total net sales.......  $     300   $     302    $      (2)      $     376    $     381   $      (5)
                         ========    ========     ========        ========     ========    ========

Operating profit (loss):
  Corn................  $      45   $      46    $      (1)      $     (29)   $     (22)  $      (7)
  Other...............        (14)        (14)          --             (26)         (15)        (11)
                         --------    --------     --------        --------     --------    --------

  Product line operating
    profit (loss).....  $      31   $      32    $      (1)      $     (55)   $     (37)  $     (18)

  Indirect general and
    administrative
      expenses........        (24)        (25)           1             (47)         (45)         (2)
                         --------    --------     --------        --------     --------    --------

Operating income
  (loss)..............  $       7   $       7    $      --       $    (102)   $     (82)  $     (20)
                         ========    ========     ========        ========     ========    ========

Units delivered,
  North America:
    Corn                    1.499       1.723        (.224)          1.447        1.723        (.276)
</TABLE>


                                             12



<PAGE>





SEED CORN

North America

    Year-to-date  North  American seed corn operating loss increased $11 million
from the same  period a year ago.  Deliveries  of Pioneer  products  through the
second quarter are running behind last year.  Seed corn units delivered are down
approximately  13 percent  due to fewer  units  shipped  to dealer  areas in the
southern United States. It is anticipated that corn acreage will be down in this
region.  The Company does not record a sale until the customer takes delivery of
the seed.  Average net seed price per unit has  increased  compared to the prior
year as customers are trading up to new higher-value genetics.

    Current  year-to-date  operating  income  was  also  impacted  by  increased
research  and product  development.  Research and product  development  costs in
North America increased $10 million, or 22 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.  Pioneer is
increasing its rate of research investment in genomics and lab sciences.

Other Regions

    Seed corn sales outside  North  America  increased $27 million for the first
six months of fiscal 1999 compared to the previous  year.  The  increased  sales
resulted in a $4 million  increase in  operating  income over  February 28, 1998
results.

    Current year European seed corn operating  income  increased $9 million from
the same period a year ago.  Earlier seed  deliveries in southern Europe was the
primary  driver for  improved  current  period  results.  Research  and  product
development expenditures increased $6 million or 22 percent.


OTHER PRODUCTS

    The current year operating  loss from other  products  increased $11 million
from the loss  recorded  a year  earlier.  This  increase  is due  primarily  to
decreased wheat sales in North America and lower alfalfa sales in Latin America.
Almost all of the Company's  wheat sales occur by the end of the second  quarter
of the year.  Wheat  sales were down $8 million  with a  decrease  in  operating
profit of $5 million due to low commodity prices which decreased sales price and
acreage.  Operating  results  decreased $4 million due to the  Company's  equity
ownership in Optimum Quality Grains, L.L.C..


NET FINANCIAL AND TAXES

    Year-to-date  net financial  income decreased $18 million from previous year
results due to  decreased  investment  income and  increased  interest  expense.
Investment  income  decreased  $13  million  primarily  due to fiscal 1998 first
quarter results including  interest earned on proceeds from DuPont's  investment
in the  Company.  The  Company  did not have  excess cash to invest in the first
quarter of the current  year.  Typically  the Company  borrows  money during its
first quarter to fund  operations.  The availability of the excess proceeds from
the DuPont transactions last year reduced  borrowings,  which reduced prior year
interest expense.

    The estimated  worldwide  tax rate of 33 percent  reflected in the first six
months of fiscal 1999 is the same as the 33 percent effective tax rate reflected
on an annual basis for fiscal 1998.  The  worldwide  effective  tax rate for the
first half of fiscal 1998 was 35 percent. The lower effective tax rate increased
the year-to-date loss by approximately $2 million,  or $.01 per share,  compared
to last year.  The effective tax rate  reflected for the second quarter is based
on 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 any
changes  in the mix of  earnings  between  the  Company's  North  American  seed
business and other worldwide operations.

                                        13



<PAGE>




YEAR 2000

    The Company's Year 2000 compliance program is on schedule. The following key
objectives   were  met  during  the  first  six  months  of  fiscal  1999.  Core
infrastructure and core application remediation efforts are estimated to be more
than 95 percent  complete.  The inventory of building,  lab, and seed production
equipment  is complete  and  assessments  started.  The  Company  has  completed
assessments for a large  percentage of third party suppliers and has established
a schedule for further investigation of Year 2000 compliance status for specific
suppliers.  An integrated network testing  environment was established  covering
all corporate processing platforms. Over the next six months, compliance efforts
will focus on developing  and  executing  test plans,  completing  assessment of
legacy data, remediation of non-compliant  equipment, and completion of supplier
assessments to include developing formal contingency plans.

    Total costs to address the Year 2000 issue are  currently  estimated  not to
exceed $3 to $5 million, unchanged from original estimates.

    Pioneer believes that the Year 2000 challenge will not materially impact the
Company's ability to produce seed products or the ability to sell and distribute
these products to customers for planting in the spring of 2000.

EURO CONVERSION

    The Company  believes the euro conversion will not have a material impact on
the Company's  ability to execute  transactions  during the  transition  period,
which  began  January 1, 1999,  and ends  December  31,  2001.  The  significant
requirement of companies during this period is the ability to invoice and accept
payment in euro at a customer's  request.  The Company has systems and processes
in place to manage  euro  denominated  transactions  if a  customer  makes  this
request.

    The Company  continues to evaluate the impact the euro  conversion will have
on its  business,  however,  the  Company  believes  it will not have a material
impact on its results of operations  or financial  condition.  Several  specific
areas have been analyzed as noted.

    The  Company  has  performed  an analysis  of  applicable  computer  systems
readiness  for the euro  conversion.  Plans  are in place  to  upgrade  existing
systems  prior to 2001 to meet the  needs of full euro  conversion.  The cost of
these upgrades is not expected to be material to the Company.  In addition,  the
Company  has  analyzed  changing  its  hedging  of  foreign-currency-denominated
transactions in participating  countries from their legacy currency to the euro.
Management expects hedging in the euro to reduce the number of hedging contracts
and associated administrative costs.

OUTLOOK

    Pioneer  products  continue  to  demonstrate  value for our  customers.  The
Company's corn hybrids anticipated to be the top ten volume products for 1999 on
average posted a yield advantage of nearly 8 bushels an acre over the average of
the top ten competitor  hybrids in  side-by-side  comparisons  last fall. Of the
seed corn units invoiced to date in North America nearly two-thirds are from new
genetics -- hybrids introduced in 1997 or later. In addition,  corn hybrids with
the Bt gene for  resistance  to European  Corn Borer  represented  approximately
one-third of North America seed corn units  invoiced.  The sales of new genetics
is expected to result in higher seed corn margins in North America.

    Invoiced seed corn units in North American sales rep areas are running ahead
of last year.  Sales rep areas  account  for nearly 90 percent of the  Company's
annual North America seed corn sales  volume.  Invoiced seed corn units in North
American  dealer areas are behind last year  primarily due to lower  anticipated
corn acreage in the southern  United  States.  The Company  expects market share
gains in North America and other key seed markets around the world.

                                        14



<PAGE>






    Pioneer brand soybeans are demonstrating  excellent results. Based on 28,000
variety  comparisons,  Pioneer leader soybeans with the Roundup Ready(1) gene on
average held a 2 bushel-per-acre  yield advantage over competitive Roundup Ready
products.  Through second  quarter,  glyphosate-resistant  products  represented
nearly two-thirds of total soybeans invoiced,  compared to nearly 40 percent for
fiscal year 1998. Soybean operating income is expected to improve as a result of
anticipated  market share  increase and higher  average  price per unit due to a
higher proportion of glyphosate  resistant  products sold.  Invoicing of current
year  soybean  sales  are ahead of the same  period  last year by over 2 million
units.


FORWARD-LOOKING STATEMENT

    This report contains  forward-looking  statements  relating to the Company's
operations that are based on management's current expectations,  estimates,  and
projections.  Words  such  as  "expects",  "anticipates",   "plans",  "intends",
"projects",  and similar  expressions are used to identify such  forward-looking
statements.  These  statements  are not  guarantees  of future  performance  and
involve  certain risks,  uncertainties,  and  assumptions  that are difficult to
predict.  In addition to other  factors  discussed in this  report,  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,  the Year 2000  issue,  the Euro
conversion, and industry consolidations.




(1) Registered trademark of, and used under license from, Monsanto Company.

                                        15




<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
              six months ended February 28, 1999.

                                        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






Dated:  March 30, 1999







                                        17