8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.   20549

FORM 8-K

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

Date of Report (Date of Earliest Event Reported) July 20, 2006

E. I. du Pont de Nemours and Company

(Exact Name of Registrant as Specified in Its Charter)

Delaware	1-815	51-0014090
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
Of Incorporation)	File Number)	Identification No.)

1007 Market Street
Wilmington, Delaware   19898
(Address of principal executive offices)

Registrant’s telephone number, including area code:   (302) 774-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.               Entry into a Material Definitive Agreement

               On July 17, 2006, the Company’s Board of Benefits and Pension amended and adopted the Rules for Lump Sum Payments (Rules).  Additionally, the DuPont Pension Restoration Plan (Restoration Plan) was restated.  These actions were taken in order to comply with the requirements of Section 409A of the Internal Revenue Code of 1986.

               The Restoration Plan is a nonqualified pension plan that restores those benefits that cannot be paid by the DuPont Pension and Retirement Plan (Qualified Pension Plan) as a result of Internal Revenue Service limits on compensation and benefits applicable to qualified pension plans.  The purpose of the Restoration Plan is to provide the participant with retirement income through the combination of his or her benefits from the Restoration Plan and the Qualified Pension Plan equal to the benefits that the participant would have received from the Qualified Pension Plan if such Internal Revenue Service limits did not exist.

               The amended Rules, effective January 1, 2007, reflect changes regarding the form and timing of distributions.  The mortality tables and interest rates used to determine lump sum payments have also been updated.  A copy of the restated Pension Restoration Plan and the Rules for Lump Sum Payments are filed as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01.               Financial Statements and Exhibits.

(d)  Exhibits

99.1	Company’s Pension Restoration Plan, restated July 17, 2006.
99.2	Company’s Rules for Lump Sum Payments, adopted July 17, 2006.

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SIGNATURE

          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 hereunto duly authorized.

E. I. DU PONT DE NEMOURS AND COMPANY

(Registrant)

/s/ D. B. Smith

D. B. Smith

Vice President & Controller

July 20, 2006

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EX-99.1

Exhibit 99.1

PENSION RESTORATION PLAN
Originally Adopted - January 1, 1976
Last Amended - December 18, 1996
Restated July 17, 2006

E. I. du Pont de Nemours and Company

PENSION RESTORATION PLAN

I.PURPOSE

The purpose of this Plan is to provide an employee or pensioner or his survivor or survivors eligible to receive payments pursuant to the Company’s Pension and Retirement Plan the portion of his pension or survivor benefit that would have been paid to him or his survivor or survivors under the Pension and Retirement Plan if the limitations established in paragraphs A(2)(b)(iii) relating to deferred Variable Compensation Awards, A(2)(b)(v) and D of Section IX of such Plan had not been applied, or, effective with payments made after January 1, 1996, if the limitations established in paragraphs A(2)(b)(v) and D of Section IX of such Plan had not been applied. Notwithstanding the above, an employee or the survivor(s) of an employee who retires in accordance with the Incapability Retirement provision of Section IV of the Pension and Retirement Plan will not be eligible for participation in this Plan.

II.            ADMINISTRATION

The administration of this Plan is vested in the Board of Benefits and Pensions appointed by the Company, except that the Compensation Committee shall determine the discount rate to be used in calculating the lump sum payment described in Section V. The Board may adopt such rules as it may deem necessary for the proper administration of the Plan, and its decision in all matters involving the interpretation and application of this Plan shall be final. The Board shall have the discretionary right to determine eligibility for benefits hereunder and to construe the terms and conditions of this Plan.

III.           ELIGIBILITY

An employee or pensioner who is  entitled to  pension payments, or a person entitled to survivor benefits, pursuant to the Company’s Pension and Retirement Plan, but excluding an employee or the survivor(s) of an employee who retires under the Incapability Retirement provision of Section IV of the Pension and Retirement Plan, will be eligible for payment under this Plan provided payments that would have been made  under the Pension and Retirement Plan would have been reduced by the limitations on such payments set forth in paragraphs A(2)(b)(iii) relating to deferred Variable Compensation Awards, A(2)(b)(v) and D of Section IX of such Plan, or, effective with payments made after January 1, 1996, the limitations on such payments set forth in paragraphs A(2)(b)(v) and D of Section IX of such Plan. For purposes of this Plan, the term “Company” means E. I. du Pont de Nemours and Company, any wholly owned subsidiary or part thereof and any partnership or joint venture in which E. I. du Pont de Nemours and Company is joined which adopts this Plan with the approval of the Company, or such person or persons as the Company may designate.

IV.           AMOUNT PAYABLE

The amount payable to a person eligible to receive payment under this Plan will be determined in accordance with the Rules For Lump Sum Payments, as adopted by the Board of Benefits and Pensions.

V.            PAYMENT OF BENEFITS

The amount payable under this Plan will be paid in accordance with the Rules for Lump Sum Payments, as adopted by the Board of Benefits and Pensions. All payments under this Plan shall be made by, and all expenses of administering this Plan shall be borne by, the Company.

VI.           RIGHT TO MODIFY

The Company reserves the right to change this Plan in its discretion by action of the Compensation Committee or its delegate or to discontinue this Plan in its discretion by action of the Board of Directors, provided, however, that the right to an amount payable to a person for any calendar year, calculated in accordance with the terms of this Plan at the time of benefit commencement, will not be reduced or eliminated by an amendment or termination of this Plan.

VII.NONASSIGNMENT

No assignment of the rights and interests under this Plan will be permitted or recognized under any circumstances, nor shall such rights and interests be subject to attachment or other legal processes for debt.

EX-99.2

Exhibit 99.2

RULES FOR LUMP SUM PAYMENTS

Adopted By the Board of Benefits and Pensions July 17, 2006

I.Payment of Benefits

A.            Payments under the Pension Restoration Plan for employees who terminated employment and elect to commence the payment of benefits on or before December 31, 2006 will be determined in accordance with the Rules for Lump Sum Payments of the Board of Benefits and Pensions in effect at the date payments commenced.  Payments under the Pension Restoration Plan for employees who terminated employment on or before December 30, 2006 but as of January 1, 2007 had not yet elected to commence payment of benefits will be made in accordance with the Rules for Lump Sum Payments in effect on January 1, 2007.

B.             Effective for employees who terminate employment on or after December 31, 2006 the benefit payable under the Pension Restoration Plan will be one lump sum payment paid at the later of:

(a) The end of the month coincident with or next following the three month anniversary of the employee’s termination date, except for officers of the Company for whom the three month period shall be a six month period; or

(b)  The end of the month in which the Earliest Benefit Commencement Date occurs.

For purposes of the Plan, the Earliest Benefit Commencement Date is defined as follows:

Age at Termination	Service at Termination	Earliest Benefit Commencement Date
At least 50	15 or more	Termination Date + 1 Day *
Not yet 50	15 or more	First Day of the Month Following Age 50
Any Age	10 through 14	First Day of the Month Following Age 60
Any Age	Less than 10	First Day of the Month Following Age 65

*Note: For those employees who terminate in connection with a Reduction in Force prior to age 50 who are eligible for an Optional Pension at termination, the Earliest Benefit Commencement Date is Termination Date + 1 Day.

II.            Amount Payable

A.            Payments under the Pension Restoration Plan for employees who terminated employment and elect to commence the payment of benefits on or before December 31, 2006 will be determined in accordance with the Rules for Lump Sum Payments of the Board of Benefits and Pensions in effect at the date payments commenced.  Payments under the Pension Restoration Plan for employees who terminated employment on or before December 30, 2006 but as of January 1, 2007 had not yet elected to commence payment of benefits will be made in accordance with the Rules for Lump Sum Payments in effect on January 1, 2007.

B.            Effective for employees who terminate employment on or after December 31, 2006 the benefit payable under the Pension Restoration Plan will be the lump sum present value  of the  monthly pension and company-paid survivor benefit, if applicable,  under the Pension and Retirement Plan calculated without application of the limitations on such payment set forth in paragraphs A(2)(b)(iii) relating to deferred Variable Compensation Awards, A(2)(b)(v) and D of Section IX of such Plan, or effective with payments made after January 1, 1996, the limitations on such payments set forth in paragraphs A(2)(b)(v) and D of Section IX of such Plan, less the amount of the actual monthly pension and company-paid survivor benefit, if applicable, payable  under the Pension and Retirement Plan assuming such benefit commenced as of the Earliest Benefit Commencement Date defined under the Pension Restoration Plan.

The lump sum present value shall be determined as of the Earliest Benefit Commencement Date using the Applicable Interest Rate and the Applicable Mortality Table.  The term “Applicable Interest Rate” means, for benefit commencement dates during a calendar quarter, the average, rounded to two decimal places, of the annual rate of interest on 30-year Treasury securities for the fourth and fifth month preceeding the first day of the calendar quarter.  The term “Applicable Mortality Table” means the table prescribed by the Secretary of the Treasury as required by Section 417(e) (3) of the Internal Revenue Code. The amount payable will be determined without regard to any optional forms of payment elected under the Pension and Retirement Plan and will include the value of the company-paid survivor benefit, if applicable, converted to a lump sum based on the actual age of the survivor unless the employee is single at the time of termination, in which case the value will be calculated on the assumption that the employee has a spouse of the same age.

If the Earliest Benefit Commencement Date is the first day of a month, the amount payable will be credited with interest each month at the Applicable Interest Rate for such month beginning with the first day of the month following the month of the Earliest Benefit Commencement Date and ending with the end of the month of the payment date.  If the Earliest Benefit Commencement Date is not the first day of a month, the amount payable will be credited with interest each month at the Applicable Interest Rate for such month beginning with the first day of the month following the one month anniversary of the Earliest Benefit Commencement Date and ending with the end of the month of the payment date.

When a former employee is granted a Variable Compensation Award or variable pay after termination, the amount payable under the Pension Restoration Plan will be recalculated.  If the recalculated amount exceeds the amount previously determined, an incremental lump sum will be determined and paid as soon as practicable after the recalculation, but not earlier than the date specified in Section I above.  Any incremental lump sum amount will be calculated based on the employee’s age and the Applicable Interest Rate in effect on the Earliest Benefit Commencement Date.  All payments from the Pension Restoration Plan will be made at the end of a month.

III.           Future Adjustments

An employee who receives a lump sum under this Plan will not be eligible for future adjustments on the portion of retirement income previously converted to a lump sum.

IV.Amount Payable in the Event of the Death of An Active Employee

Following the death on or after December 31, 2006 of an active employee with 15 or more years of service whose survivor(s) is eligible to receive payments under this Plan, the amount payable to the survivor(s) will be the lump sum present value of the benefit determined in paragraph A of Section VI of the Pension and Retirement Plan calculated without application of the limitations on such payment set forth in paragraphs A(2)(b)(iii) relating to deferred Variable Compensation Awards, A(2)(b)(v) and D of Section IX of such Plan, or effective with payments made after January 1, 1996, the limitations on such payments set forth in paragraphs A(2)(b)(v) and D of Section IX of such plan, less the amount payable to the survivor(s) under the Pension and Retirement Plan.  The lump sum present value will be determined as of the first day of the month following the employee’s death using the Applicable Interest Rate and the Applicable Mortality Table described in Section II above.

V.Beneficiary Designation

If a former employee dies after his Earliest Benefit Commencement Date, but before payment is made under this Plan, the calculated lump sum amount to which such former employee would have been entitled shall be paid to the designated beneficiary, or to such former employee’s estate.