AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                       ON MAY 2, 1997

               REGISTRATION NO. 33-61339

             SECURITIES AND EXCHANGE COMMISSION
                   WASHINGTON, D.C.  20549

                     ------------------
                        PRE-EFFECTIVE
                       AMENDMENT NO. 1
                          FORM S-3
                   REGISTRATION STATEMENT
                            Under
                 THE SECURITIES ACT OF 1933

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

            E. I. DU PONT DE NEMOURS AND COMPANY
   (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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

          DELAWARE                      51-0014090
(STATE OR OTHER JURISDICTION       (IRS EMPLOYER 
INCORPORATION OR ORGANIZATION)     IDENTIFICATION NO.)
                     1007 MARKET STREET
                 WILMINGTON, DELAWARE 19898
                       (302) 774-1000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, 
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE 
OFFICES)

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

            KURT M. LANDGRAF, 1007 MARKET STREET,
         WILMINGTON, DELAWARE 19898; (302) 774-1000
  (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
         INCLUDING AREA CODE, OR AGENT FOR SERVICE)

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

     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO 
THE PUBLIC:  From time to time after the Registration 
Statement becomes effective.

     If the only securities being registered on this Form 
are being offered pursuant to dividend or interest 
reinvestment plans, please check the following box.    __

     If any of the securities being registered on this Form 
are to be offered on a delayed or continuous basis pursuant 
to Rule 415 under the Securities Act of 1933, other than 
securities offered only in connection with dividend or 



interest reinvestment, check the following box.    X

     If this Form is filed to register additional securities 
for an offering pursuant to Rule 462(b) under the Securities 
Act, please check the following box and list the Securities 
Act registration statement number of the earlier effective 
registration statement for the same offering.     __

     If this Form is a post-effective amendment filed 
pursuant to Rule 462(c) under the Securities Act, check the 
following box and list the Securities Act registration 
statement number of the earlier effective registration 
statement for the same offering.   __

                      EXPLANATORY NOTE

     This is Amendment No. 1 to the Registration Statement 
on Form S-3 (Registration No. 33-61339) relating to the 
resale from time to time by The Wilmington Trust Company, as 
trustee of the DuPont Flexitrust of up to 24,000,000 shares 
of Common Stock, $.60 par value, of E. I. du Pont de Nemours 
and Company (the "Company").  These shares were sold by the 
Company to the DuPont Flexitrust in a private transaction 
order to satisfy obligations of the Company and its 
subsidiaries under certain employee compensation and benefit 
plans.  This Amendment is filed in accordance with Rule 
416(b) to reflect a change in the number and par value of 
shares registered.  On February 28, 1997, the Company's 
Board of Directors authorized a two-for-one common stock 
split.  This authorization was subject to approval of an 
amendment to the Company's Charter.  On April 30, 1997, the 
stockholders approved an amendment to the Company's Charter 
to increase the number of authorized shares of Common Stock, 
thereby reducing the par value of each share of Common Stock 
to $0.30.  The amendment is effective May 15, 1997.  
Therefore, the Registration Statement is deemed to cover an 
additional 13,003,454 shares of Common Stock and the par 
value of all shares offered pursuant to the Registration 
Statement is changed to $0.30.  This amendment is being 
filed prior to the offering of such additional shares.

                           Part II

           INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16.  Exhibits

Exhibit
Number
24(a) Power of Attorney




                         Signatures

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 
1933, THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE 
GROUNDS TO BELIEVE THAT IT MEETS ALL THE REQUIREMENTS FOR 
FILING AN FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION 
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, 
THEREUNTO DULY AUTHORIZED IN THE CITY OF WILMINGTON, STATE 
OF DELAWARE ON THE 1ST DAY OF MAY, 1997.

                    E. I. DU PONT DE NEMOURS AND COMPANY

                         /s/ Kurt M. Landgraf
                    By: _______________________________
                        Kurt M. Landgraf
                        Senior Vice President - 
                         DuPont Finance
                        Principal Financial and
                         Accounting Officer

                         /s/ Howard J. Rudge
                    By: _______________________________
                        Howard J. Rudge
                        Senior Vice President
                        and General Counsel




                                             EXHIBIT 24

                      POWER OF ATTORNEY

   REGISTRATION STATEMENT FOR COMMON STOCK, $.60 PAR VALUE

     The person whose signature appears below constitutes 
and appoints (1) the Senior Vice President and General 
Counsel, or any Assistant General Counsel of E. I. du Pont 
de Nemours and Company (hereinafter referred to as "the 
Company"), and (2) the Senior Vice President - DuPont 
Finance, any Vice President, DuPont Finance, or any 
Assistant Treasurer of the Company, jointly, his or her true 
and lawful attorneys-in-fact and agents for him or her and 
in his or her name, place and stead, in any and all 
capacities, to execute and file, or cause to be filed, with 
the Securities and Exchange Commission a Registration 
Statement on Form S-3 relating to 24,000,000 shares of 
DuPont common stock, $.60 par value offered for resale by 
the Company's Flexitrust, through its trustee, any and all 
amendments thereto (including post-effective amendments), 
and all matters required by the Commission in connection 
with such registration under the Securities Act of 1933, as 
amended, granting unto said attorneys-in-fact and agents 
full power and authority to do and perform all intents and 
purposes as he or she might or could do in person, hereby 
ratifying and confirming all that said attorneys-in-fact and 
agents may lawfully do or cause to be done by virtue hereof.

     /s/ E. S. Woolard, Jr.             5/24/95
_______________________________    ________________________
          Director                      Date

     /s/ J. A. Krol                     5/24/95
_______________________________    ________________________
          Director                      Date

     /s/ C. S. Nicandros                5/24/95
_______________________________    ________________________
          Director                      Date

     /s/ A. F. Brimmer                  5/24/95
_______________________________    ________________________
          Director                      Date

     /s/ E. B. du Pont                  5/24/95
_______________________________    ________________________
          Director                      Date

     /s/ C. M. Harper                   5/24/95
_______________________________    ________________________
          Director                      Date



     /s/ W. K. Reilly                   5/24/95
______________________________     ________________________
          Director                      Date

     /s/ H. R. Sharp, III               5/24/95
______________________________     ________________________
          Director                      Date

     /s/ C. M. Vest                     5/24/95
______________________________     ________________________
          Director                      Date