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, 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)

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


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

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

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

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

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

            Class                               Outstanding at December 29, 1998
            -----                               --------------------------------

Common Stock ($1.00 par value)                                 190,116,845
Class B Common Stock ($1.00 stated value)                       49,333,758

<PAGE>



                       PIONEER HI-BRED INTERNATIONAL, INC.

                                      INDEX


<TABLE>

                                                                                  PAGE

<CAPTION>

PART I - FINANCIAL INFORMATION

  Item 1.  Financial Statements

           Consolidated Condensed Balance Sheets -- November 30, 1998,
<S>                 <C> <C>                <C> <C>                                <C>
             August 31, 1998, and November 30, 1997.........................      3-4


           Consolidated Condensed Statements Of Operations-- Three Months
             Ended November 30, 1998 and 1997...............................        5


           Consolidated Condensed Statements Of Cash Flows-- Three Months
             Ended November 30, 1998 and 1997...............................        6


           Notes to Consolidated Condensed Financial Statements.............      7-8


  Item 2.  Management's Discussion and Analysis of Financial Condition
             and Results of Operations......................................     9-12


PART II - OTHER INFORMATION

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

  Signatures................................................................       14
</TABLE>






                                       2
<PAGE>



                         PART I - FINANCIAL INFORMATION


                       PIONEER HI-BRED INTERNATIONAL, INC.

                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                 ( In millions)
<TABLE>
<CAPTION>

<S>                                                  <C>           <C>              <C>
                                            November 30,    August 31,     November 30,
ASSETS                                        1998            1998             1997    
                                              ----            ----             ----    
                                           (Unaudited)                     (Unaudited)

CURRENT ASSETS
    Cash and cash equivalents...........    $      77       $      86       $      76
    Accounts and notes receivable, net..          261             400             237
    Inventories:
      Finished seed.....................          435             273             429
      Unfinished seed...................          407             201             372
      Other.............................           12               7              11
    Income taxes receivable.............           12              --              --
    Deferred income taxes...............           61              69              63
    Prepaid expenses and other
        current assets..................           11               3              11
Total current assets....................    $   1,276       $   1,039       $   1,199

LONG-TERM ASSETS........................           51              47              79




PROPERTY AND EQUIPMENT, net of
    accumulated depreciation and allowances
    November 30, 1998- $536
    August 31, 1998- $520
    November 30, 1997 - $509............          598             576             554



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

                                            $   1,990       $   1,717       $   1,897
                                             ========        ========        ========
</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'                November 30,      August 31,    November 30,
EQUITY                                            1998           1998            1997 
                                                  ----           ----            ----  
                                             (Unaudited)                     (Unaudited)

CURRENT LIABILITIES
<S>                                          <C>              <C>             <C>      
    Short-term borrowings.................   $     289        $      76       $      85
    Current maturities of long-term debt..          11               14               6
    Accounts payable, trade...............         344               81             340
    Accrued compensation..................          34               61              33
    Income taxes payable..................          --               46               9
    Other accruals........................          40               67              51
                                                    --               --              --
      Total current liabilities...........   $     718        $     345       $     524
                                                   ---              ---             ---


LONG-TERM DEBT............................   $       5        $       5       $      19
                                                   ---              ---              --

DEFERRED ITEMS,
    Retirement benefits...................   $      96        $      94       $      84
    Income taxes..........................          19               19              19
                                                   ---              ---             ---
                                             $     115        $     113       $     103
                                                   ---              ---             ---

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

SHAREHOLDERS' EQUITY
      Preferred stock, $100 stated value..   $      --        $      --       $      16
      Common stock, $1 par value..........         230              230              76
      Class B common, $1 stated value.....          49               49              --
      Additional paid-in capital..........         246              246             227
      Retained earnings...................       1,329            1,428           1,360
      Accumulated other comprehensive
        loss, net.........................        (36)             (46)            (19)
                                                 -----            -----           ----- 
                                             $   1,818        $   1,907       $   1,660

    Less:  Cost of common shares
      acquired for the treasury...........        (647)            (631)           (393)
      Unearned compensation...............         (26)             (29)            (22)
                                                 -----            -----           ------
                                             $   1,145        $   1,247       $   1,245
                                                 -----            -----           -----
                                             $   1,990        $   1,717       $   1,897
                                                 =====            =====           =====
</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
                                                               November 30,
<S>                                                      <C>               <C>   
                                                         1998              1997  
                                                         ----              ----
Net sales..........................................   $      76         $      79
                                                       --------          --------
Operating costs and expenses:
  Cost of goods sold...............................   $      56         $      51
  Research and product development.................          40                34
  Selling..........................................          54                55
  General and administrative.......................          35                28
                                                       --------          --------
                                                      $     185         $     168
                                                       --------          --------
  Operating loss...................................   $    (109)        $     (89)

Investment income..................................           5                18
Interest expense...................................          (5)               (2)
Net exchange loss..................................          (5)               (5)
                                                       --------          --------
  Loss before items shown below....................   $    (114)        $     (78)

Provision for income taxes.........................          39                27
Minority interest and other........................          --                --
                                                       --------          --------

  Net loss.........................................   $     (75)        $     (51)
                                                       ========          ========
Preferred stock dividend...........................   $      --         $       4


  Net loss attributable to common shareholders.....   $     (75)        $     (55)


Basic and diluted net loss per common share*.......   $     (.31)       $     (.24)

Dividends per common share*........................   $      .10        $      .087

Average common shares outstanding..................        240.0             226.0
</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)
<TABLE>
<CAPTION>

                                                          Three Months Ended
                                                               November 30,
<S>                                                       <C>               <C>   
                                                          1998              1997  
                                                          ----              ----
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net (loss).......................................   $     (75)        $     (51)
  Noncash items included in net (loss):
    Depreciation and amortization..................          27                22
    Other..........................................          (4)              (12)
  Net change in assets and liabilities.............         (84)             (104)
                                                       --------          --------
    Net cash used in operating activities..........   $    (136)        $    (145)
                                                       --------          --------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures.............................   $     (37)        $     (30)
  Other............................................         (14)                8
                                                       --------          --------
    Net cash used in investing activities..........   $     (51)        $     (22)
                                                       --------          --------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net (payments) proceeds on short-term borrowings.   $     220         $      (4)
  Purchase of common stock.........................         (16)           (1,525)
  Dividends paid...................................         (24)              (26)
  Net proceeds from issuance of preferred stock....          --             1,701
  Net (payments) proceeds on longterm debt.........          (3)               --
                                                       --------          --------
    Net cash provided by financing activities......   $     177         $     146
                                                       --------          --------
    Net decrease in cash and cash equivalents......   $      (9)        $     (21)
Cash and cash equivalents, beginning...............          86                97
                                                       --------          --------
CASH AND CASH EQUIVALENTS, ENDING..................   $      77         $      76
                                                       ========          ========
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION
  Cash paid for:
    Interest.......................................   $       5         $       1
                                                       ========          ========
    Income taxes...................................   $      10         $       9
                                                       ========          ========

NONCASH FINANCING ACTIVITIES:
  Retirement of 16,466,045 shares of treasury stock:
    Common stock...................................   $      --         $      16
    Additional paidin capital......................          --             1,509
                                                       --------          --------
    Treasury stock.................................   $      --         $   1,525
                                                       ========          ========
</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 November 30, 1998 and 1997, and the results of operations and
    cash flows for the three months ended November 30, 1998 and 1997. Because of
    the seasonal nature of the Company's business, the results of operations for
    the three months  ended  November 30,  1998,  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 November 30, 1998 and
    1997.

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


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


    Period Ended November 30,                      1998          1997   
        (in millions)

        Number of shares of common stock
        outstanding at beginning of the period.....      240.3           246.7

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

        Weighted average number of shares of
        common stock purchased for the treasury....       (0.3)          (20.7)

        Weighted average number of shares of
        common stock outstanding during the period.      240.0           226.0



                                       7
<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>

                                          November 30, 1998                   November 30, 1997 
                                  -------------------------------     -------------------------------
<S>                               <C>        <C>        <C>           <C>         <C>       <C>
                                  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 (loss) ..............      $  (75)                             $  (51)
    Less:  Preferred
        stock dividends......          --                                   4
                                    -----                               -----

    Basic earnings (loss) per share:
    (Loss) attributable to
        common shareholders..      $  (75)     240.0     $  (.31)      $  (55)      226.0   $  (.24)
                                                          ======                             ======
    Effect of dilutive securities:
    Convertible preferred stock        --         --                       --         --
    Stock options............          --         --                       --         --
                                   ------      ------                   ------      -----
    Diluted earnings (loss) per share:
    (Loss) attributable to
        common shareholders..      $  (75)     240.0     $  (.31)      $  (55)       226.0  $  (.24)
                                    =====      =====      ======        =====        =====   ======
</TABLE>


    The periods presented 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 as their
    effects are anti-dilutive.

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 November 30, 1997, and August 31, 1998, financial
    statements have been reclassified to conform to the requirements of SFAS No.
    130.

    During the first quarter of 1999 and 1998, total  comprehensive  loss, which
    includes net loss and other  comprehensive  income  (loss),  amounted to $65
    million and $53 million, respectively.







                                       8
<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 November 30, 1998,
consisted of $208 million in domestic commercial paper and $81 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.

    Current year  short-term  borrowings are not comparable to November 30, 1997
amounts due to the DuPont  transactions  which  reduced the need for  short-term
borrowing.  However,  current year  short-term  debt is comparable to historical
levels.

    The growth in  receivables  at November 30, 1998,  when compared to November
30, 1997, was primarily due to increased  participation  in the Company's credit
programs.



                                       9
<PAGE>



MATERIAL CHANGES IN RESULTS OF OPERATIONS:

    Net loss for the three months ended November 30, 1998,  was $75 million,  or
$.31 per share, on sales of $76 million.  In the first three months of the prior
fiscal year, the Company recorded a loss of $51 million on sales of $79 million.
After the payment of preferred  dividends  the net loss  attributable  to common
shareholders for November 30, 1997 totaled $55 million or $.24 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  quarter are  generated  mostly from  Southern  Hemisphere
operations,  North American wheat sales, and worldwide  microbial  product sales
and generally represents less than 5 percent of the Company's annual sales.

Three Months Ended November 30, 1998 compared to the Three Months Ended November
30, 1997

    The current operating loss increased $20 million to $109 million largely due
to decreased sales and increased fixed costs.  Increased sales in seed corn were
more than offset by decreases in wheat and other products. The increase in fixed
costs of  approximately  10 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 $6 million  accounted for approximately 50 percent of the current
year increase in fixed costs.

Net Sales and Operating Loss
(Unaudited, in millions)
                                  Quarter Ended
                                   November 30                         Increase/
                                        1998           1997           (Decrease)
                                                                       
        Net Sales: 

          Corn......................   $    33        $      23        $     10
          Other.....................        43               56             (13)
                                        ------         --------         -------
        Total Net Sales.............   $    76        $      79        $     (3)
                                        ======         ========         =======
        Operating loss:
          Corn......................   $   (76)       $     (68)       $      8
          Other.....................       (10)              (1)              9
                                        ------         --------         -------
          Product line operating
             loss...................   $   (86)        $    (69)       $     17

          Indirect general and
           administrative expenses..       (23)             (20)              3
                                        ------          -------         -------
        Operating Loss..............   $  (109)        $    (89)       $     20
                                        ------          -------         -------

    North American  operations had the greatest impact on the current period. An
increase in seed corn sales due to timing of deliveries  was more than offset by
a decrease in wheat sales. Wheat sales were down $9 million due to reduced acres
and a  decrease  in sales  price  due to low  commodity  prices  resulting  in a
decrease in operating  profit of $6 million from the prior year.  North  America
corn  operating  results  decreased  $3 million  from  prior year first  quarter
results.  Current  year  results  were  impacted  by  additional  costs from the
expanded  introduction  of new corn hybrids and  increased  investments  in corn
research and product  development.  Corn research expenses  increased $4 million
primarily due to increases in  compensation  costs and expenses  associated with
technology acquisitions. Compensation



                                       10
<PAGE>



costs were higher due to the hiring of additional  research  staff and increases
in base compensation as a result of the competitive environment.

    Outside  North  America,  operating  results  were $6  million  lower in the
current period  compared to a year earlier.  The Latin America region  accounted
for  approximately  $3  million  of the  decrease.  Current  period  unit  sales
increased  approximately  100,000 units over the same period last year. However,
the operating profit from the increased sales was offset by inventory writedowns
of obsolete corn hybrids in Argentina.  In addition,  non-recurring cost savings
for the period ended November 30, 1997 contributed to the year-to-year change.

    Current period net financial income decreased $16 million from previous year
results due to  decreased  investment  income and  increased  interest  expense.
Investment  income  decreased  $13 million  primarily due to fiscal 1998 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 34  percent  reflected  in the  first
quarter of fiscal 1999 is similar to the 33 percent effective tax rate reflected
on an annual basis for fiscal 1998.  The  worldwide  effective  tax rate for the
first  quarter  of fiscal  1998 was 35  percent.  The lower  current  year first
quarter effective tax rate increased the current period loss by approximately $1
million compared to last year's first quarter.  The effective tax rate reflected
for the  first  quarter  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 any  changes  in the mix of  earnings
between  the  Company's   North  American  seed  business  and  other  worldwide
operations.

YEAR 2000

    The Company's Year 2000 compliance program is on schedule. The following key
objectives were met during the first quarter of fiscal 1999: core infrastructure
and core  application  remediation  efforts are estimated to be 95 to 97 percent
complete,  the inventory of building  systems was  completed,  the Company began
evaluating  responses  to  inquiries  of Year  2000  compliance  by third  party
suppliers,  the network testing structure is complete, and the plans for testing
the remaining  systems was completed.  Over the next six months,  future efforts
will focus on developing  and executing  test plans,  assessment of legacy data,
completion of equipment assessments to include remediation plans, and completion
of initial 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 still  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.



                                       11
<PAGE>




    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

    The company  continues to validate the yield advantage of Pioneer  products.
Pioneer has collected over 270,000  side-by-side  corn  performance  comparisons
across it's North America market area. The Company's corn hybrids expected to be
the top ten sellers  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 conducted by Pioneer. The program to hold the price of
most of our corn  hybrids  steady for the 1999 sales  season and offer  enhanced
credit for qualified customers has been positively received. This program, along
with high returns per acre from our strong  product  performance  will be key in
the Company's effort to gain share in the North American market in 1999.

    The same results were present with Pioneer brand  soybeans.  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.  With the addition of 20 new soybean  varieties,  management  believes
that 1998's strong North American soybean  operations  should continue into 1999
as the Company's  soybean  products are performing well against the competition.
The demand for  glyphosate-resistant  products is expected to increase,  and the
Company has adequate supplies of these products available for sale in 1999. As a
result,  sales of  glyphosate-resistant  products  are  expected to  represent a
larger  percentage of overall soybean sales in 1999, and margins are expected to
improve because of their premium sales price over elite varieties.

    On December 21, 1998,  the Company  announced  the filing of a  registration
statement  to  sell  $200  million  in debt  securities.  The  sale of the  debt
securities  is expected to begin in January 1999 and the  proceeds  will be used
for general corporate purposes.

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.



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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, 1998.




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>


                       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



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