18

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


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



                                    FORM 10-Q



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

                     For quarterly period ended May 31, 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)
<TABLE>
<CAPTION>

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

</TABLE>
             800 Capital Square, 400 Locust, Des Moines, Iowa 50309
-------------------------------------------------------------------------------
                    (Address of principal executive offices)

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

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

                             Yes      X            No
                            ----

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

               Class                               Outstanding at June 22, 1999
------------------------------------------         -----------------------------
Common Stock ($1.00 par value)                                239,470,394
Class B Common Stock ($1.00 par value)                                  -

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



<PAGE>


                       PIONEER HI-BRED INTERNATIONAL, INC.


                                      INDEX

<TABLE>
<CAPTION>

                                                                                PAGE
                                                                                -----
PART I - FINANCIAL INFORMATION

  Item 1.  Financial Statements

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


           Consolidated Condensed Statements Of Operations-- Three Months
             and Nine Months Ended May 31, 1999 and May 31, 1998............        5


           Consolidated Condensed Statements Of Cash Flows-- Nine Months
             Ended May 31, 1999 and May 31, 1998............................        6


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


  Item 2.  Management's Discussion and Analysis of Financial Condition
             and Results of Operations......................................    11-16


PART II - OTHER INFORMATION

  Item 5.  Market price of and dividends on registrants' common equity and related
             stockholder matters............................................       17

  Item 6.  Exhibits and Reports on Form 8-K.................................       17

  Signatures................................................................       18
</TABLE>


                                       2
<PAGE>



                       PIONEER HI-BRED INTERNATIONAL, INC.

                         PART I - FINANCIAL INFORMATION


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


                                             May 31,        August 31,        May 31,
                      ASSETS                   1999            1998             1998
                                             ----------     ----------      -----------
                                             (Unaudited)                    (Unaudited)
CURRENT ASSETS
<S>                                         <C>             <C>             <C>
    Cash and cash equivalents...........    $      88       $      86       $     284
    Accounts and notes receivable, net..          991             400             561
    Inventories:
      Finished seed.....................          320             273             303
      Unfinished seed...................          123             201             102
      Other.............................           10               7               9
    Deferred income taxes...............           54              69              60
    Prepaid expenses and other current
          assets........................            7               3               7
                                                -----           -----           -----
 ....................Total current assets     $  1,593       $   1,039       $   1,326


LONG-TERM ASSETS........................           57              47              62


PROPERTY AND EQUIPMENT, net of
    accumulated depreciation and allowances
    May 31, 1999 - $558
    August 31, 1998 - $520
    May 31, 1998- $517..................          635             576             567



INTANGIBLES.............................           78              55              58
                                                -----           -----           -----
                                            $   2,363       $   1,717       $   2,013
                                                =====           =====           =====
</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'                    May 31,       August 31,       May 31,
EQUITY                                            1999           1998            1998
                                                --------       ---------      ----------
                                              (Unaudited)                     (Unaudited)
CURRENT LIABILITIES
<S>                                          <C>              <C>             <C>
    Short-term borrowings.................   $     198        $      76       $      56
    Current maturities of long-term debt..           1               14               4
    Accounts payable, trade...............         151               81             119
    Accrued compensation..................          50               61              54
    Income taxes payable..................          92               46             166
    Other accruals........................         104               67              80
                                                 -----            -----           -----
      Total current liabilities...........   $     596        $     345       $     479
                                                 -----            -----           -----
LONG-TERM DEBT............................   $     205        $       5       $      17
                                                 -----            -----           -----

DEFERRED ITEMS
    Postretirement benefits...............   $     104        $      94       $      92
    Income taxes..........................          18               19              17
                                                 -----            -----           -----
                                             $     122        $     113       $     109
                                                 -----            -----           -----

MINORITY INTEREST IN SUBSIDIARIES.........   $       8        $       7       $       9
                                                 -----            -----           -----

SHAREHOLDERS' EQUITY
    Common stock, $1 par value............   $     280        $     230       $     230
    Class B common, $1 stated value.......           -               49              49
    Additional paid-in capital............         260              246             242
    Retained earnings.....................       1,645            1,428           1,501
    Accumulated other comprehensive loss,
        net...............................         (50)             (46)            (34)
                                                 -----            -----           -----
                                             $   2,135        $   1,907       $   1,988

    Less:  Cost of common shares
      acquired for the treasury...........        (669)            (631)           (557)
    Unearned compensation.................         (34)             (29)            (32)
                                                 -----            -----           -----
                                             $   1,432        $   1,247       $   1,399
                                                 -----            -----           -----
                                             $   2,363        $   1,717       $   2,013
                                                 =====            =====           =====
</TABLE>



            See Notes to Consolidated Condensed Financial Statements.


                                       4
<PAGE>



                       PIONEER HI-BRED INTERNATIONAL, INC.

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


                                         Three Months Ended                Nine Months Ended
                                         May 31,      May 31,           May 31,        May 31,
                                          1999          1998              1999           1998
                                         ---------------------          ----------------------

<S>                                   <C>            <C>                <C>            <C>
Net sales..........................   $   1,324      $   1,317          $   1,700      $   1,698
                                          -----          -----              -----          -----
Operating costs and expenses:
  Cost of goods sold...............   $     516      $     517          $     709      $     716
  Research and product development.          55             43                140            115
  Selling..........................         214            193                343            317
  General and administrative.......          44             34                115            103
                                          -----          -----              -----          -----
                                      $     829      $     787          $   1,307      $   1,251
                                          -----          -----              -----          -----
  Operating income.................   $     495      $     530          $     393      $     447

Investment income..................          19             11                 31             36
Interest expense...................          (8)            (4)               (18)            (9)
Net exchange and other gains (losses)        (9)            22                (17)            14
                                          -----          -----              -----          -----
  Income before items shown
    below..........................   $     497      $     559          $     389      $     488

Provision for income taxes.........        (134)          (191)               (98)          (166)
Minority interest and other........          (2)            (2)                (2)            (3)
                                          -----          -----              -----          -----

  Net income.......................   $     361      $     366          $     289      $     319
                                          =====          =====              =====          =====
  Preferred stock dividend.........          --             --                 --             (9)
                                          =====          =====              =====          =====
  Net income available to
    common stockholders............   $     361      $     366          $     289      $     310
                                          =====          =====              =====          =====
Income per common share basic*.....   $     1.50     $    1.50          $     1.20     $    1.36
Income per common share diluted*...         1.50          1.50                1.20          1.26

Dividends per common share*........   $     .10      $     .09          $     .30      $     .26

Weighted average number of common
  shares outstanding basic.........       239.5          244.0              239.7          228.4
Weighted average number of common
  shares outstanding diluted.......       240.5          245.1              240.5          253.2
</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>

                                                            Nine Months Ended
                                                       May 31,           May 31,
                                                         1999              1998
                                                       -------           -------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                   <C>               <C>
  Net income.......................................   $     289         $     319
  Noncash items included in net income:
    Depreciation and amortization..................          83                64
    Gain on sale of available-for-sale securities..           -               (20)
    Other..........................................           7                (4)
  Change in assets and liabilities, net
    Receivables....................................        (643)             (263)
    Other assets and liabilities...................         213               232
                                                          -----             -----
    Net cash provided by operating activities......   $     (51)        $     328
                                                          -----             -----
CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures.............................   $    (143)        $     (87)
  Technology investments...........................         (14)               (5)
  Proceeds on sale of available-for-sale securities           -                40
  Other............................................          (7)                -
                                                          -----             -----
    Net cash used in investing activities..........   $    (164)        $     (52)
                                                          -----             -----
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net (payments) proceeds on short-term borrowings.   $     142         $     (30)
  Purchase common stock............................         (34)           (1,683)
  Dividends on common and preferred stock..........         (72)              (68)
  Net proceeds from issuance of preferred stock....           -             1,701
  Net proceeds (payments) on long-term debt........         187                (5)
                                                          -----             -----
    Net cash used in financing activities..........   $     223         $     (85)
                                                          -----             -----
Effect of foreign currency exchange rate changes on
  cash and cash equivalents........................   $      (6)        $     ( 4)
                                                          -----             -----
   Net increase in cash and cash equivalents.......   $       2         $     187
Cash and cash equivalents, beginning...............          86                97
                                                          -----             -----
CASH AND CASH EQUIVALENTS, ENDING                     $      88         $     284
                                                          =====             =====
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION
Cash paid for:
    Interest................................          $      12         $       9
                                                          =====             =====
    Income taxes............................          $      44         $      35
                                                          =====             =====
NON CASH FINANCING ACTIVITIES
  Retirement of 49,398,135 shares of treasury stock:
    Common stock............................          $       -         $      16
    Additional paid in capital..............                  -             1,509
                                                          -----             -----
    Treasury stock..........................          $       -         $   1,525
                                                          =====             =====
  Stock split in the form of a 200% common
    stock dividend..........................          $       -         $     186
                                                          =====             =====
</TABLE>


            See Notes to Consolidated Condensed Financial Statements.



                                       6
<PAGE>



                       PIONEER HI-BRED INTERNATIONAL, INC.


              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


1.   In the opinion of the  Company,  the  accompanying  unaudited  consolidated
     condensed financial statements contain all adjustments  (consisting of only
     normal  recurring  accruals)  necessary  to fairly  present  the  financial
     position as of May 31, 1999 and 1998,  and the  results of  operations  and
     cash flows for the nine months ended May 31, 1999 and 1998.  Because of the
     seasonal  nature of the Company's  business,  the results of operations for
     the nine months ended May 31, 1999, may not be indicative of the results to
     be expected for the full year.

2.   The Company has  guaranteed  the  repayment  of  principal  and interest on
     certain obligations of Village Court Associates,  an affiliated real estate
     venture.  Such guarantees totaled approximately $23 million at May 31, 1999
     and 1998.

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

4.   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.
     Following the signing of the Merger Agreement, all class B common stock was
     converted to common stock on a one for one basis.

     If the merger is completed,  Pioneer shareholders,  other than DuPont, will
     receive $40 for each Pioneer share they own. Pioneer shareholders may elect
     to receive  the $40 in shares of DuPont  common  stock based on the average
     trading price of DuPont common stock over the  10-trading day period ending
     three  trading  days  before  the date of the  special  meeting  of Pioneer
     shareholders  or may choose to receive the $40 in cash.  Only 45 percent of
     the aggregate  consideration paid by DuPont will be in the form of cash and
     the remaining 55 percent will be in the form of DuPont  common  stock.  The
     closing  of the Merger is subject  to  various  conditions,  including  the
     approval of Pioneer stockholders.

     On May 21, 1999,  the Company met the  applicable  waiting period under the
     Hart-Scott-Rodino  Antitrust Improvements Act of 1976 and was notified that
     the U.S.  Department of Justice had completed  it's review.  Even after the
     termination of the waiting period, the Antitrust Division of the Department
     of Justice and the Federal  Trade  Commission  will have the  authority  to
     challenge  the merger on  antitrust  grounds  before or after the merger is
     completed.

     On June 21,  1999,  Pioneer was informed by the  European  Commission  that
     DuPont's  acquisition  of the 80 percent of Pioneer not currently  owned by
     DuPont has received merger clearance. The Company does not believe that any
     other material regulatory approvals will be required.

     On July 2, 1999,  the Company  filed a  transaction  statement  on Schedule
     13e-3 with the Securities and Exchange Commission (SEC) outlining the terms
     of the merger with DuPont.  The filing  includes a proposed proxy statement
     for Pioneer to use in soliciting proxies for the Pioneer special meeting of
     shareholders.   Following  review  by  the  SEC  and  approval  by  Pioneer
     shareholders, the merger is expected to be completed late this summer.


                                       7
<PAGE>


5.   Except  for the  calculation  of votes per  share,  shareholder  rights and
     preferences  are  substantially  the same for both common stock and class B
     common  stock.  Pursuant  to the  Company's  existing  time  phased  voting
     structure every share of common stock is generally  entitled to five votes,
     if it has been  beneficially  owned  continuously  by the same holder for a
     period of 36 months.  Holders of class B common  stock are entitled to cast
     votes  equal  to their  percentage  of  common  stock  equivalent  economic
     ownership interest in the Company, not to exceed 20%. Both common stock and
     class B common stock are included jointly in all reference to common stock.
     Following  the  signing of the merger  agreement  with  DuPont on March 15,
     1999, Pioneer exchanged,  on a share-for-share basis. Pioneer common shares
     entitled  to five  votes per share for all  Pioneer  class B common  shares
     previously owned by DuPont.  This conversion had no effect on the number of
     shares used to calculate earnings per share. The following table summarizes
     the computation of basic weighted-average common shares outstanding for the
     periods presented:
<TABLE>
<CAPTION>

<S>                        <C>                                     <C>             <C>
    Three Months Ended May 31,                                     1999            1998
    -----------------------------------------------------------------------------------
    (in millions)

        Number of shares of common stock outstanding at beginning
        of period                                                 239.5           245.3

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

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

        Weighted-average number of shares of common stock
        outstanding during the period                             239.5           244.0
</TABLE>


<TABLE>
<CAPTION>

<S>                       <C>                                      <C>             <C>
    Nine Months Ended May 31,                                      1999            1998
    -----------------------------------------------------------------------------------
    (in millions)

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

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

        Weighted-average number of shares of common stock purchased
        for the treasury or retired                                (0.9)          (41.1)

        Weighted-average number of shares of common stock
        outstanding during the period                             239.7           228.4
</TABLE>



                                       8
<PAGE>




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

    Three Months Ended                    May 31, 1999                        May 31, 1998
    ------------------            -------------------------------     -------------------------------
    (in millions, except                     Shares                               Shares
       per share amounts)         Income     Denom-     Per-Share     Income      Denom-    Per-Share
                                  Numerator   inator    Amount        Numerator    inator   Amount
                                  ---------  --------  ----------     ----------  --------  ---------
    Basic earnings per share:
    Net income attributable to
<S>                                <C>          <C>      <C>           <C>          <C>     <C>
        common shareholders        $    361     239.5    $  1.50       $    366     244.0   $  1.50

    Effect of dilutive securities:
    Stock options                         -       1.0                         -       1.1
                                      -----     -----                     -----     -----
    Diluted earnings per share:
    Net income attributable to
        common shareholders        $    361     240.5    $  1.50       $    366     245.1   $  1.50
                                      =====     =====      =====          =====     =====     =====
</TABLE>

<TABLE>
<CAPTION>

    Nine Months Ended                     May 31, 1999                        May 31, 1998
    -----------------             ---------------------------    -----------------------------------
    (in millions, except                     Shares                               Shares
       per share amounts)           Income  Denom-   Per-Share     Income Denom-  Per-Share
                                  Numerator   inator    Amount        Numerator    inator     Amount
                                  --------  -------  ----------    ------------   ---------   -----
    Basic earnings per share:
    Net Income                     $    289                            $    319
    Less:  Preferred
        stock dividends                   -                                  (9)
                                      -----                               -----
    Net income attributable to
<S>                                <C>          <C>      <C>           <C>           <C>      <C>
        common shareholders        $   289      239.7    $  1.20       $   310       228.4    $ 1.36

    Effect of dilutive securities:
    Convertible preferred stock           -        -                         9       23.7
    Stock options                         -       0.8                        -        1.1
                                      -----     -----                    -----      -----
    Diluted earnings per share:
    Net income attributable to
        common shareholders        $    289     240.5    $  1.20       $    319      253.2    $ 1.26
                                      =====     =====      =====          =====      =====     =====
</TABLE>


                                       9
<PAGE>




7.   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 May 31, 1998,  and August 31,  1998,  financial
     statements have been  reclassified  to conform to the  requirements of SFAS
     No. 130.

     Total comprehensive income for the nine months ended May 31, 1999 and 1998,
     which includes net income and other  comprehensive  income amounted to $286
     million and $292 million, respectively.

8.   Income tax  expense  for the first nine months of fiscal 1999 is based upon
     an estimated worldwide  effective tax rate for the year of 33 percent.  The
     provision  for the  quarter  ended May 31,  1999,  was reduced by a benefit
     resulting from tax  settlements.  The worldwide  effective tax rate for the
     same  period the  previous  year was 34  percent.  The  effective  tax rate
     reflected for the third 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,  principally due to the timing of the DuPont merger
     transaction  as well as any  changes  in the mix of  earnings  between  the
     Company's North American seed business and other worldwide operations.



                                       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 May 31,  1999,
consisted of $121 million in domestic commercial paper and $77 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  agreement  described  above,  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.  Following the signing of the Merger
Agreement, (note 4), all class B common stock was converted to common stock on a
one for one basis.

    The  decrease  in the  Company's  cash  position  and  increase  in accounts
receivable  at May 31, 1999 is primarily  due to the high level of acceptance to
the  Company's  enhanced  customer  credit  programs  offered for the 1999 sales
season.  The four-fold increase in the customer credit programs created the need
for  additional  short-term  borrowings.  In  addition,  prior  year  short-term
borrowings were not at traditional  levels due to the agreement  described above
with  DuPont.  Cash  from  that  transaction  decreased  prior  year  short-term
borrowing needs.

    Long-term debt increased $188 million as a result of the Company's  issuance
of $200 million in debt securities in January 1999.


                                       11
<PAGE>


    Impacting  treasury  stock for the nine months ended May 31,  1999,  was the
repurchase  of 1.2 million  shares of the  Company's  stock for a total of $33.7
million through the Company's share repurchase program.

MATERIAL CHANGES IN RESULTS OF OPERATIONS:

    Net income for the nine months ended May 31, 1999, was $289 million on sales
of $1.7 billion, or $1.20 per diluted share. Net income totaled $319 million, or
$1.26 per diluted  share,  on sales of $1.7 billion for the first nine months of
fiscal 1998.

    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.

The downturn in the world  agricultural  economy has had a substantial impact on
the Company's  current year results.  The Company's  preliminary  estimates show
Pioneer  maintained  its 42 percent  market  share in a very  competitive  North
American hybrid seed corn market in 1999. The Company's  products performed well
in  side-by-side  comparisons  conducted  by Pioneer  during  the 1998  harvest.
Customers  had many choices of seed supply  available to them during the current
selling  season.  The proven quality of the Company's  product  line-up played a
significant role in current year results.

There is excitement  surrounding  Pioneer's soybean operations in North America.
Results in 1999 will again  reflect  record sales and profits from the Company's
soybean  business.   Glyphosate-resistant   products  represented  approximately
two-thirds  of total  year-to-date  unit  sales,  compared to  approximately  40
percent of total unit sales a year ago.  Soybean margins improved because of the
premium sales price of glyphosate-resistant products over elite varieties.

    Operating  results for  operations  outside the United  States have declined
from a year ago due to depressed grain prices, reduced farm income,  Genetically
Modified Organisms (GMO) concerns and economic issues in several markets.

Nine Months Ended May 31, 1999 compared to the Nine Months Ended May 31, 1998

    Operating  income for the first nine  months of fiscal  1999  decreased  $54
million to $393  million.  A  decrease  in corn  acreage  in the  United  States
resulted in lower corn unit sales in 1999  compared to 1998.  Reduced  seed corn
sales,   increased   investments  in  research  and  product   development   and
intellectual property protection,  higher loan loss provision and merger related
costs reduced  operating  income.  Record soybean results only partially  offset
these increased costs.



                                       12
<PAGE>




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

                             Quarter Ended                          Nine Months Ended
                         May 31,       May 31,   Increase/          May 31,     May 31,   Increase/
                          1999          1998    (Decrease)           1999        1998     (Decrease)
                         ---------------------------------          --------------------------------
Net sales:
  Corn:
<S>                     <C>         <C>          <C>             <C>          <C>         <C>
    North America.....  $     789   $     807    $     (18)      $     898    $     932   $     (34)
    Europe............        165         190          (25)            289          295          (6)
    Other Regions.....         27          25            2              82           72          10
                            -----       -----        -----           -----        -----       -----
                        $     981   $   1,022    $     (41)      $   1,269    $   1,299   $     (30)
  Soybeans............        241         194           47             256          210          46
  Other...............        102         101            1             175          189         (14)
                            -----       -----        -----           -----        -----       -----
Total net sales.......  $   1,324   $   1,317    $       7       $   1,700    $   1,698   $       2
                            =====       =====        =====           =====        =====       =====
Operating profit:
  Corn................  $     422   $     470    $     (48)      $     393    $     448   $     (55)
  Soybean.............         82          56           26              66           40          26
  Other...............         23          26           (3)             13           27         (14)
                            -----       -----        -----           -----        -----       -----
  Product line operating
    profit............  $     527   $     552    $     (25)      $     472    $     515   $     (43)

  Indirect general and
    administrative
      expenses........        (32)        (22)         (10)            (79)         (68)        (11)
                            -----       -----        -----           -----        -----       -----
Operating income......  $     495   $     530    $     (35)      $     393    $     447   $     (54)
                            =====       =====        =====           =====        =====       =====
Units delivered:
  Corn:
    North America.....        9.5         9.7         (0.2)           11.0         11.4         (0.4)
     Europe...........        1.7         1.7           -              2.7          2.7           -
     Other Regions....        0.4         0.3          0.1             1.3          1.1          0.2
                            -----       -----        -----           -----        -----        -----
                             11.6        11.7         (0.1)           15.0         15.2         (0.2)
                            =====       =====        =====           =====        =====        =====
  Soybean-North America      13.8        11.2          2.6            14.4         12.0          2.4
                            =====       =====        =====           =====        =====        =====
</TABLE>

SEED CORN

North America

    Operating  profit in North America  decreased $45 million over 1998 results.
This  decrease  is largely  due to lower unit  sales,  increased  investment  in
research and product  development,  and higher provisions for loan loss reserves
from the Company's  enhanced credit programs.  Current year seed corn unit sales
through third quarter are down approximately 400,000 units, or 3.5 percent, over
those  recorded  in the  previous  year due to a decrease in corn  acreage.  Low
commodity  prices in the United States  typically drive down the number of acres
planted to corn. Corn commodity  prices have been  significantly  depressed this
year and as a result the North America market size for corn is estimated at 80.9
million acres, a decrease of more than 3 percent from 1998. Current estimates of
North  America  market  share are  approximately  42  percent,  maintaining  the
previous year market concentration.

    The sales of new genetics  increased the average price per unit, however the
intensity of the competitive  environment increased sampling and discounts which
resulted in the  average  sales price  remaining  comparable  to the prior year.
Nearly two-thirds of 1999 unit sales are from new genetics - hybrids  introduced
in 1997 or later.  Unit sales of corn hybrids with the Bt gene for resistance to
the European Corn Borer (ECB) increased 1.3 million units,  more than 50 percent
over prior year unit sales.



                                       13
<PAGE>



    The Company's  expanded  customer credit program was positively  received by
the Company's  customers.  The deferred  payment program is  approximately  four
times the volume of the prior year. The increased volume increased the provision
for loan losses $9 million over the prior year provision.

    Due to Pioneer's continued commitment to invest for the future the Company's
investment  in  research  and product  development  and  information  management
increased costs $25 million or 10 percent.  The Company's investment in research
increased $17 million or 24 percent over prior year.

Other Regions

    Seed corn operating  results outside North America  decreased  approximately
$10 million for the first nine months of fiscal 1999 compared to the same period
in the previous  year.  An increase in Italy due to increased  corn acreage from
improved  commodity  prices was more than offset by market  share  decreases  in
northern Europe and increased inventory writedowns in Europe and Latin America.

SOYBEANS

    Year-to-date  soybean  operating  income improved nearly 65 percent from the
prior year,  almost  entirely  the result of record North  American  operations.
Soybean  operations  continue to grow,  and have improved on the record  results
reflected  a year ago.  Soybean  operations  have  benefited  from the  farmer's
efforts to minimize  input costs by switching  from higher input cost crops such
as corn to lower  input cost  crops.  The shift to lower  input cost crops and a
federal loan program that pays higher rates for soybeans increased acres planted
to soybeans by approximately 2 million acres or 3 percent over 1998. Product mix
has also contributed to improved operating performance.

    North America unit sales have increased almost 20 percent,  or approximately
2.4 million units from 1998 levels. The increased sales resulted in an estimated
market share increase of  approximately  3 percent.  Unit sales of soybeans with
the Roundup Ready(1) gene are estimated to comprise approximately  two-thirds of
current year soybean unit sales compared to 40 percent of prior year sales. This
change in product mix is the major factor in the  increased  average sales price
of approximately 4 percent.

OTHER PRODUCTS

    Other  products  current year operating  results  decreased $14 million over
those  recorded a year  earlier.  Gains in  sunflower  and canola were more than
offset by  decreases  in wheat  and  alfalfa,  increased  fixed  costs,  and the
Company's share of the losses in Optimum Quality Grains, L.L.C..

INDIRECT GENERAL AND ADMINISTRATIVE EXPENSES

    Current year  indirect  general and  administrative  expenses  increased $11
million,  or 16  percent,  over 1998  levels.  Increased  cost for  intellectual
property protection and costs associated with the pending merger with DuPont are
the primary reasons for the increase.

NET FINANCIAL AND TAXES

    Net financial  for the nine months ended May 31, 1999,  was an expense of $4
million,  compared to income of $41  million  for the same period  ended May 31,
1998. Net exchange and other gains and losses in the prior year were impacted by
a gain on the sale of two million shares of Mycogen  Corporation  stock in 1998.
The Mycogen transactions, net of expenses, increased earnings per share $.04 for
1998.  In addition,  the net proceeds  from the equity  transaction  with DuPont
resulted in increased  interest  income and decreased  interest  expense for the
prior year.

    Income tax expense for the first nine months of fiscal 1999 is based upon an
estimated worldwide effective tax rate for the year of 33 percent. The provision
for the quarter ended May 31, 1999, was reduced by a benefit  resulting from tax
settlements.  The worldwide  effective tax rate for the same period the previous
year was 34 percent.  The effective tax rate  reflected for the third 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,  principally due to
the timing of the DuPont merger transaction as well as any changes in the mix of
earnings  between the Company's North American seed business and other worldwide
operations.

                                       14
<PAGE>

YEAR 2000

    The Company's Year 2000 compliance program is on schedule. The following key
objectives have been met by the close of June 1999. Core infrastructure and core
application  remediation  efforts are  substantially  complete and certification
efforts  within our  integrated  Y2K testing  environment  are on schedule.  The
assessment of office automation, building, lab, and seed production equipment is
substantially  complete and remediation efforts are on schedule. The preliminary
assessment of key third-party suppliers is complete. Contingency plans are being
developed given our risk assessment of certain key suppliers.  Over the next six
months,  compliance  efforts  will  focus on  executing  test plans to prove and
document system compliance,  completing remediation of non-compliant  equipment,
and completing formal  contingency  plans covering  facility  operations and key
supplier services.

    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.

ALLIANCE WITH DUPONT

     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.  Following the signing of
the Merger Agreement,  all class B common stock was converted to common stock on
a one for one basis.

    If the merger is completed,  Pioneer  shareholders,  other than DuPont, will
receive $40 for each Pioneer share they own.  Pioneer  shareholders may elect to
receive the $40 in shares of DuPont  common  stock based on the average  trading
price of DuPont common stock over the 10-trading day period ending three trading
days  before the date of the  special  meeting of  Pioneer  shareholders  or may
choose  to  receive  the  $40  in  cash.   Only  45  percent  of  the  aggregate
consideration  paid by DuPont will be in the form of cash and the  remaining  55
percent will be in the form of DuPont common stock. The closing of the Merger is
subject to various conditions, including the approval of Pioneer stockholders.

    On May 21, 1999,  the Company met the  applicable  waiting  period under the
Hart-Scott-Rodino  Antitrust  Improvements Act of 1976 and was notified that the
U.S. Department of Justice had completed it's review. Even after the termination
of the waiting period,  the Antitrust  Division of the Department of Justice and
the Federal Trade  Commission will have the authority to challenge the merger on


                                       15
<PAGE>

antitrust grounds before or after the merger is completed.

    On June 21,  1999,  Pioneer was  informed by the  European  Commission  that
DuPont's  acquisition of the 80 percent of Pioneer not currently owned by DuPont
has  received  merger  clearance.  The Company  does not believe  that any other
material regulatory approvals will be required.

    On July 2, 1999, the Company filed a transaction statement on Schedule 13e-3
with the Securities  and Exchange  Commission  (SEC)  outlining the terms of the
merger with DuPont.  The filing  includes a proposed proxy statement for Pioneer
to use in soliciting  proxies for the Pioneer special  meeting of  shareholders.
Following review by the SEC and approval by Pioneer shareholders,  the merger is
expected to be completed late this summer.

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.






                                       16
<PAGE>



                       PIONEER HI-BRED INTERNATIONAL, INC.


                           PART II - OTHER INFORMATION


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

    Pioneer will hold its 2000 annual meeting of Pioneer shareholders on January
25, 2000 only if the merger with DuPont is not consummated.  In the event,  that
such a meeting is held,  any  proposals of Pioneer  shareholders  intended to be
presented  at the 2000 annual  meeting must be submitted in writing and received
by the Corporate Secretary of Pioneer Hi-Bred International, Inc. at 800 Capital
Square, 400 Locust Street,  P.O. Box 14458, Des Moines, Iowa 50306-3458 no later
than August 11, 1999 in order to be considered for inclusion in the Pioneer 2000
annual meeting proxy materials.

    A Pioneer  shareholder  intending  to present a proposal  to the 2000 Annual
Meeting  who does  not  intend  to have  such  proposal  included  in the  Proxy
Statement and form of Proxy, must submit such proposal in writing to the address
set forth above.  Written  notice of the intent to make such a proposal  must be
given,  either by personal  delivery or United States Mail,  First Class postage
prepaid to the address  above by October  27,  1999.  The notice must  otherwise
comply with requirements of the Company's By-laws.


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

         a.Exhibits

              Financial Data Schedule (Exhibit 27).

         b.Reports on Form 8-K

              On  March  17,  1999,  the  Company  filed a  report  on Form  8-K
reporting under Item 5, that Pioneer Hi-Bred International,  Inc., E. I. du Pont
de Nemours and Company (DuPont), and Delta Acquisition Sub, Inc., a wholly owned
subsidiary  of DuPont  entered into an Agreement and Plan of Merger on March 15,
1999,  pursuant to which Pioneer will be merged into Delta, with Delta surviving
the Merger. Related exhibits were included under Item 7 of the report.



                                       17
<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: July 12, 1999


                                       18