10-Q

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 the quarterly period ended June 30, 2006

OR

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

Commission File Number 1-815

E. I. du Pont de Nemours and Company
(Exact Name of Registrant as Specified in Its Charter)

Delaware	51-0014090
(State or other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

1007 Market Street, Wilmington, Delaware       19898
(Address of Principal Executive Offices)

(302) 774-1000
(Registrant’s Telephone Number)

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 o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in
Rule 12b-2 of the Exchange Act.  (Check one):

Large Accelerated Filer x Accelerated Filer o Non-Accelerated Filer o

Indicate by check mark whether the Registrant is a shell company (as defined by Rule12b-2 of the Exchange Act).

Yes  o   No   x

921,791,134 shares (excludes 87,041,427 shares of treasury stock) of common stock, $0.30 par value, were outstanding at July 17, 2006.

E. I. DU PONT DE NEMOURS AND COMPANY

Table of Contents

The terms “DuPont” or the “company” as used herein refer to E. I. du Pont de Nemours and Company and its consolidated subsidiaries, or to E. I. du Pont de Nemours and Company, as the context may indicate.

			Page
Part I	Financial Information
Item 1.	Consolidated Financial Statements (Unaudited)
	Consolidated Income Statements		3
	Consolidated Balance Sheets		4
	Consolidated Statements of Cash Flows		5
	Notes to Consolidated Financial Statements
	Note 1.	Summary of Significant Accounting Policies		6
	Note 2.	Stock-Based Compensation		6
	Note 3.	Other Income, Net		9
	Note 4.	Restructuring Charges		10
	Note 5.	Separation Activities — Textiles & Interiors		10
	Note 6.	Provision for Income Taxes		10
	Note 7.	Earnings Per Share of Common Stock		11
	Note 8.	Inventories		11
	Note 9.	Goodwill and Other Intangible Assets		12
	Note 10.	Commitments and Contingent Liabilities		13
	Note 11.	Comprehensive Income		19
	Note 12.	Derivatives and Other Hedging Activities		20
	Note 13.	Employee Benefits		20
	Note 14.	Segment Information		22
	Note 15.	Subsequent Event		23
Item 2.	Management’s Discussion and Analysis of Financial Condition and
	Results of Operations
	Cautionary Statements About Forward-Looking Statements			24
	Results of Operations			24
	Segment Reviews			28
	Liquidity & Capital Resources			30
	Contractual Obligations			32
	PFOA			32
Item 4.	Controls and Procedures			35
Part II	Other Information
Item 1.	Legal Proceedings			36
Item 1A.	Risk Factors			37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds			39
Item 6.	Exhibits			39
Signatures				40
Exhibit Index				41

2

Part  I.  Financial Information

Item 1.    CONSOLIDATED FINANCIAL STATEMENTS

E. I. DU PONT DE NEMOURS AND COMPANY AND CONSOLIDATED SUBSIDIARIES

Consolidated Income Statements (Unaudited)
(Dollars in millions, except per share)

	Three Months Ended June 30,					Six Months Ended June 30,
	2006		2005			2006		2005
Net sales	$	7,442	$	7,511		$	14,836	$	14,942
Other income, net	396		611			666		1,006
Total	7,838		8,122			15,502		15,948
Cost of goods sold and other operating charges	5,228		5,220			10,564		10,271
Selling, general and administrative expenses	853		866			1,644		1,673
Amortization of intangible assets	56		57			115		114
Research and development expense	328		339			641		652
Interest expense	119		120			233		224
Separation activities — Textiles & Interiors	—		(39		)	—		(39		)
Total	6,584		6,563			13,197		12,895
Income before income taxes and minority interests	1,254		1,559			2,305		3,053
Provision for income taxes	278		517			510		1,026
Minority interests in earnings of consolidated subsidiaries	1		27			3		45
Net income	$	975	$	1,015		$	1,792	$	1,982
Basic earnings per share of common stock	$	1.05	$	1.02		$	1.94	$	1.99
Diluted earnings per share of common stock	$	1.04	$	1.01		$	1.92	$	1.97
Dividends per share of common stock	$	0.37	$	0.37		$	0.74	$	0.72

See pages 6-23 for Notes to Consolidated Financial Statements.

3

E. I. du Pont de Nemours and Company

Consolidated Balance Sheets (Unaudited)
(Dollars in millions, except per share)

	June 30, 2006			December 31, 2005
Assets
Current assets
Cash and cash equivalents	$	820		$	1,736
Marketable debt securities	7			115
Accounts and notes receivable, net	6,875			4,801
Inventories	4,453			4,743
Prepaid expenses	204			199
Income taxes	843			828
Total current assets	13,202			12,422
Property, plant and equipment, net of accumulated depreciation(June 30, 2006 - $15,022; December 31, 2005 - $14,654)	10,379			10,309
Goodwill	2,115			2,087
Other intangible assets	2,675			2,684
Investment in affiliates	837			844
Other assets	5,149			4,904
Total	$	34,357		$	33,250
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	2,342		$	2,819
Short-term borrowings and capital lease obligations	2,408			1,397
Income taxes	448			280
Other accrued liabilities	2,785			2,967
Total current liabilities	7,983			7,463
Long-term borrowings and capital lease obligations	6,123			6,783
Other liabilities	8,374			8,441
Deferred income taxes	1,197			1,166
Total liabilities	23,677			23,853
Minority interests	485			490
Commitments and contingent liabilities
Stockholders’ equity
Preferred stock	237			237
Common stock, $0.30 par value; 1,800,000,000 shares authorized; Issued and outstanding at June 30, 2006 - 1,008,832,537 December 31, 2005 - 1,006,651,566	303			302
Additional paid-in capital	7,832			7,678
Reinvested earnings	9,038			7,935
Accumulated other comprehensive loss	(488		)	(518		)
Common stock held in treasury, at cost (Shares: June 30, 2006 and December 31, 2005 - 87,041,427)	(6,727		)	(6,727		)
Total stockholders’ equity	10,195			8,907
Total	$	34,357		$	33,250

See pages 6-23 for Notes to Consolidated Financial Statements.

4

E. I. du Pont de Nemours and Company

Consolidated Statements of Cash Flows (Unaudited)
(Dollars in millions)

	Six Months Ended June 30,
	2006			2005
Operating activities
Net income	$	1,792		$	1,982
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation	571			559
Amortization of intangible assets	115			114
Separation activities - Textiles & Interiors	—			(39		)
Contributions to pension plans	(131		)	(136		)
Other operating activities - net	103			(310		)
Change in operating assets and liabilities - net	(2,382		)	(1,739		)
Cash provided by operating activities	68			431
Investing activities
Purchases of property, plant and equipment	(715		)	(548		)
Investments in affiliates	(12		)	(39		)
Payments for businesses - net of cash acquired	(51		)	(113		)
Proceeds from sales of assets - net of cash sold	34			271
Net decrease (increase) in short-term financial instruments	110			(62		)
Forward exchange contract settlements	57			32
Other investing activities - net	28			15
Cash used for investing activities	(549		)	(444		)
Financing activities
Dividends paid to stockholders	(689		)	(723		)
Net increase in borrowings	298			2,977
Acquisition of treasury stock	—			(505		)
Proceeds from exercise of stock options	41			340
Other financing activities - net	(72		)	(38		)
Cash (used for) provided by financing activities	(422		)	2,051
Effect of exchange rate changes on cash	(13		)	(576		)
(Decrease) Increase in cash and cash equivalents	$	(916	)	$	1,462
Cash and cash equivalents at beginning of period	1,736			3,369
Cash and cash equivalents at end of period	$	820		$	4,831

See pages 6-23 for Notes to Consolidated Financial Statements.

5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)

Note 1.  Summary of Significant Accounting Policies

Interim Financial Statements

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S.) for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of the results for interim periods have been included.  Results for interim periods should not be considered indicative of results for a full year.  These interim consolidated financial statements should be read in conjunction with the Consolidated Financial Statements and notes thereto contained in the company’s Annual Report on Form 10-K for the year ended December 31, 2005.  The Consolidated Financial Statements include the accounts of the company and all of its subsidiaries in which a controlling interest is maintained, as well as variable interest entities in which DuPont is considered the primary beneficiary.  Certain reclassifications of prior year’s data have been made to conform to current year classifications.

Accounting Standards Issued Not Yet Adopted

In June 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48 ”Accounting for Uncertainty in Income Taxes” an interpretation of FASB Statement No. 109  “Accounting for Income Taxes”. The interpretation clarifies the accounting for uncertainty in income taxes recognized in financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This statement becomes effective for the company beginning in the first quarter of 2007. The company is currently evaluating the impact of its adoption on its consolidated financial statements.

Note 2.  Stock-Based Compensation

The DuPont Stock Performance Plan provides for long-term incentive grants of stock options, time-vested restricted stock units, and performance-based restricted stock units to key employees.

Effective January 1, 2006, the company adopted Statement of Financial Accounting Standards (SFAS) No. 123(R), “Share-Based Payment,” using the modified prospective application transition method.  Because the company adopted the fair value recognition provisions of SFAS No. 123, “Accounting for Stock-Based Compensation,” as amended, prospectively on January 1, 2003, the adoption of SFAS No. 123(R) did not have a material impact on the company’s financial position or results of operations.  Prior to adoption of SFAS No. 123(R), the nominal vesting approach was followed for all awards.  Upon adoption of SFAS No. 123(R) on January 1, 2006, the company began expensing new stock-based compensation awards using a non-substantive approach, under which compensation costs are recognized over at least six months for awards granted to employees who are retirement eligible at the date of the grant or would become retirement eligible during the vesting period of the grant.  Using the non-substantive vesting approach in lieu of the nominal vesting approach would not have had a material impact on the company’s results of operations. Prior to the adoption of SFAS No. 123(R), the company reported the tax benefit of stock option exercises as operating cash flows.  Upon the adoption of SFAS No. 123(R), tax benefits resulting from tax deductions in excess of compensation cost recognized for those options or restricted stock units are reported as financing cash flows rather than as a reduction of taxes paid.

The total stock-based compensation cost included in the Consolidated Income Statements was $46 and $89, respectively, and $14 and $29 of income tax benefits related to stock-based compensation arrangements in the three and six months ended June 30, 2006.  The total stock-based compensation cost included in the Consolidated Income Statements was $21 and $42, respectively, and $6 and $13 of income tax benefits related to stock-based compensation arrangements in the three and six months ended June 30, 2005.

6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share)

Note 2.  Stock-Based Compensation (Continued)

The maximum number of shares that may be granted subject to option or in the form of time-vested and performance-based restricted stock units for any consecutive five-year period is 72 million shares.  Of the 72 million shares, 12 million may be in the form of time-vested and/or performance-based restricted stock units.  At December 31, 2005, approximately 42 million shares were authorized for future grant under the company’s plan.  The company’s Compensation Committee determines the long-term incentive mix, including stock options, time-vested and performance-based restricted stock units, and may authorize new grants annually.

The company issues new shares to satisfy stock compensation awards.  Management currently purchases stock under the company’s share repurchase plan as approved by the Board of Directors in June 2001 to offset dilution from shares issued under employee compensation plans.  Management has not established a timeline for completion of this repurchase plan.

Stock Options

The company grants stock option awards under the DuPont Stock Performance Plan.  The purchase price of shares subject to option is equal to the market price of the company’s stock on the date of grant.  Generally, options are exercisable from one to three years after date of grant.  Prior to 2004, options expired 10 years from date of grant; however, beginning in 2004, options serially vest over a three-year period and carry a six-year option term.  The plan allows retirement eligible employees to retain any granted awards upon retirement provided the employee has rendered at least six months of service following grant date.

For purposes of determining the fair value of stock options awards, the company uses the Black-Scholes option pricing model and the assumptions set forth in the table below.  The weighted-average grant-date fair value of options granted in the three and six months ended June 30, 2006 was $7.73 and $7.28 respectively. The weighted-average grant-date fair value of options granted in the three and six months ended June 30, 2005 was $7.78 and $8.79, respectively.

	Three Months Ended June 30,				Six Months Ended June 30,
	2006		2005		2006		2005
Dividend yield	3.6	%	3.2	%	3.8	%	2.9	%
Volatility	23.49	%	22.39	%	25.03	%	23.37	%
Risk free interest rate	4.9	%	3.7	%	4.4	%	3.7	%
Expected life (years)	4.5		4.5		4.5		4.5

The company determines the dividend yield by dividing the current annual dividend on the company’s stock by the option exercise price.  A historical daily measurement of volatility is determined based on the expected life of the option granted.  The risk free interest rate is determined by reference to the yield on an outstanding U.S. Treasury note with a term equal to the expected life of the option granted.  Expected life is determined by reference to the company’s historical experience.

7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share)

Note 2.  Stock-Based Compensation (Continued)

Stock Option awards as of June 30, 2006 and changes during the three and six month period then ended were as follows:

			Weighted		Weighted Average	Aggregate
	Number of		Average		Remaining	Intrinsic
	Shares		Exercise		Contractual Term	Value
	(in thousands)		Price		(years)	(in thousands)
Outstanding, December 31, 2005	92,943		$	46.90
Granted	6,140		$	39.30
Exercised	(435	)	$	37.96
Canceled	(1,946	)	$	43.01
Forfeited	(71	)	$	43.34
Outstanding, March 31, 2006	96,631		$	46.54	4.34	$	74,409
Granted	34		$	41.29
Exercised	(578	)	$	39.20
Canceled	(129	)	$	49.07
Forfeited	(121	)	$	42.36
Outstanding, June 30, 2006*	95,837		$	46.58	4.08	$	59,480
Exercisable, June 30, 2006	76,766		$	46.12	3.98	$	45,410

*Includes 12.5 million and 8.4 million options outstanding from the 2002 and 1997 grants of 200 shares to all eligible employees at an option price of $44.50 and $52.50, respectively.

The aggregate intrinsic values in the table above represent the total pretax intrinsic value (the difference between DuPont’s closing stock price on the last trading day of the quarter of fiscal 2006 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options at quarter end.  The amount changes based on the fair market value of DuPont’s stock.  Total intrinsic value of options exercised for the three and six months ended June 30, 2006 was $3 and $5, respectively. For the three and six months ended June 30, 2005 the total intrinsic value of options exercised was $9 and $152, respectively.

As of June 30, 2006, $64 of total unrecognized compensation cost related to stock options is expected to be recognized over a weighted-average period of 1.6 years.

Time-vested and Performance-based Restricted Stock Units

In 2004, the company began issuing time-vested restricted stock units in addition to stock options.  These restricted stock units serially vest over a three-year period.  Concurrently, stock option terms were reduced from ten years to six years and the number of options granted was also reduced.  A retirement eligible employee retains any granted awards upon retirement provided the employee has rendered at least six months of service following grant date.  Additional restricted stock units are also granted from time to time to key senior management employees.  These restricted stock units generally vest over periods ranging from two to five years.

The company also grants performance-based restricted stock units to senior leadership.  Vesting occurs upon attainment of pre-established corporate revenue growth and return on investment objectives versus peer companies at the end of a three-year performance period.  The actual award, delivered as DuPont common stock, can range from zero percent to 200 percent of the original grant.  During the first half of 2006, 361,100 performance-based restricted stock units were granted at a weighted average grant date fair value of $39.31.

The fair value of time-vested and performance-based restricted stock units is based upon the market price of the underlying common stock as of the date of the grant.

8

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share)

Note 2.  Stock-Based Compensation (Continued)

Nonvested awards of time-vested and performance-based restricted stock units as of June 30, 2006 and changes during the period then ended were as follows:

	Weighted-Average
	Number of Shares		Grant Date
	(in thousands)		Fair Value
Nonvested, December 31, 2005	2,086		$	45.59
Granted	1,942		$	39.03
Vested	(488	)	$	45.44
Forfeited	(7	)	$	40.08
Nonvested, March 31, 2006	3,533		$	41.69
Granted	28		$	41.03
Vested	(11	)	$	40.80
Forfeited	(57	)	$	42.14
Nonvested, June 30, 2006	3,493		$	41.73

The table above includes restricted stock units for the Board of Directors settled in cash.

As of June 30, 2006, there was $73 unrecognized stock-based compensation expense related to nonvested awards. That cost is expected to be recognized over a weighted-average period of 1.9 years.  The total fair value of shares vested during the three and six months ended June 30, 2006 was $0 and $22, respectively. For the three and six months ended June 30, 2005 the total fair value of shares vested was $0 and $10, respectively.

Note 3.  Other Income, Net

	Three Months Ended June 30,				Six Months Ended June 30,
	2006		2005		2006		2005
CozaarÒ/HyzaarÒ income	$	199	$	190	$	367	$	348
Royalty income	36		20		62		43
Interest income, net of miscellaneous interest expense	39		91		69		131
Equity in earnings of affiliates	21		32		31		68
Net gains on sales of assets	3		74		3		78
Net exchange gains*	34		176		21		278
Miscellaneous income and expenses - net	64		28		113		60
	$	396	$	611	$	666	$	1,006

*The company routinely uses forward exchange contracts to hedge its net exposures, by currency, related to the foreign currency-denominated monetary assets and liabilities of its operations.  The objective of this program is to maintain an approximately balanced position in foreign currencies in order to minimize the effects of exchange rate changes on an after-tax basis.

9

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share)

Note 4.  Restructuring Charges

During the second quarter 2006, there were no changes in estimates related to reserves established for restructuring initiatives recorded in the first quarter 2006 or in prior years. A complete discussion of the prior years’ activities is included in the company’s Annual Report on Form 10-K for the year ended December 31, 2005, at Note 4, “Employee Separation Costs and Asset Impairment Charges.”

A transformation plan was instituted during the first quarter 2006 within the Coatings & Color Technologies segment in order to better serve the company’s customers and improve profitability.  The plan includes the elimination of 1,700 positions and encompasses redeployment of employees in excess positions to the extent possible.  Restructuring charges resulting from the plan totaled $135 and are included in Cost of goods sold and other operating charges.  These charges include $123 related to severance payments primarily in Europe and the U.S. for approximately 1,300 employees involved in manufacturing, marketing, administrative and technical activities.  In connection with this program, a $12 charge was also recorded related to exit costs of non-strategic assets. During the second quarter 2006, approximately 290 employees left the roles and approximately 235 were redeployed. As of June 30, 2006, cash payments related to these separations were $7.  All employees are expected to be off the roles by fourth quarter 2007.

Prior Year Corporate Programs

The account balance and activity for prior year programs are as follows:

	Employee
	Separation
	Costs
Balance - December 31, 2005	$	55
Employee separation settlements	(12		)
Balance — June 30, 2006	$	43

The remaining liability balance at June 30, 2006 represents payments to be made over time to separated employees.

Note 5.  Separation Activities - Textiles & Interiors

In January 2006, the company completed the sale of its interest in the last equity affiliate to its equity partner for proceeds of $14 thereby completing the sale of all the net assets of Textiles & Interiors.

In the second quarter of 2005, the company recorded a net gain of $39 ($26 after-tax) related to the separation of Textiles & Interiors.  This net gain included the sale of its investment in an affiliated company to its equity partner for $110, and the completion of the previously delayed transfer of its interest in two equity affiliates to subsidiaries of Koch Industries, Inc. (Koch), partially offset by other costs associated with the separation of Textiles & Interiors.

Note 6.  Provision for Income Taxes

In the second quarter 2006, the company recorded a tax provision of $278, including $16 of tax expense associated with the company’s policy of hedging the foreign currency-denominated monetary assets and liabilities of its operations. Also included in the second quarter 2006 is a tax benefit of $31 associated with an increase in the deferred tax assets of a European subsidiary for a tax basis investment loss recognized on the local tax return. Year-to-date 2006 also includes a net tax benefit of $41 related to the reversal of certain prior year tax contingencies previously reserved and an additional $4 of tax expense associated with the company’s hedging policy.

10

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share)

Note 6.  Provision for Income Taxes (Continued)

In the second quarter 2005, the company recorded a tax provision of $517, including $193 of tax expense associated with the company’s policy of hedging the foreign currency-denominated monetary assets and liabilities of its operations. Also included in the second quarter of 2005 was a tax benefit of $24 related to the reversal of certain prior year tax contingencies previously reserved. Year-to-date 2005 includes an additional $149 of tax expense associated with the company’s hedging policy.

Note 7.  Earnings Per Share of Common Stock

Set forth below is a reconciliation of the numerator and denominator for basic and diluted earnings per share calculations for the periods indicated:

	Three Months Ended June 30,						Six Months Ended June 30,
	2006			2005			2006			2005
Numerator:
Net income	$	975.0		$	1,015.0		$	1,792.0		$	1,982.0
Preferred dividends	(2.5		)	(2.5		)	(5.0		)	(5.0		)
Net income available to common stockholders	$972.5			$1,012.5			$1,787.0			$1,977.0
Denominator:
Weighted-average number of common shares - Basic	922,227,761			996,025,680			921,723,199			996,164,219
Dilutive effect of the company’s employee compensation plans and accelerated share repurchase agreement	9,726,173			6,783,719			9,168,969			8,342,674
Weighted-average number of common shares - Diluted	931,953,934			1,002,809,399			930,892,168			1,004,506,893

The following average stock options are antidilutive, and therefore, are not included in the diluted earnings per share calculations:

	Three Months Ended June 30,		Six Months Ended June 30,
	2006	2005	2006	2005
Average Number of Stock Options	57,356,128	35,145,869	68,224,821	33,195,262

Note 8.  Inventories

	June 30, 2006			December 31, 2005
Finished products	$	3,128		$	2,875
Semifinished products	974			1,534
Raw materials and supplies	862			819
	4,964			5,228
Adjustment of inventories to a Last-In, First-Out (LIFO) basis	(511		)	(485		)
	$	4,453		$	4,743

11

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share)

Note 9.  Goodwill and Other Intangible Assets

Changes in goodwill for the period ended June 30, 2006 are summarized in the table below.

	Balance as of		Adjustments			Balance as of
	December 31,		and			June 30,
Segment	2005		Acquisitions			2006
Agriculture & Nutrition	$	607	$	1		$	608
Coatings & Color Technologies	824		1			825
Electronic & Communication Technologies	173		2			175
Performance Materials	317		(11		)1	306
Safety & Protection	154		35		2	189
Other	12		—			12
Total	$	2,087	$	28		$	2,115

1Includes purchase accounting refinements related to certain elastomer businesses.

2Includes goodwill resulting from the acquisition of environmental technology businesses.

The gross carrying amounts and accumulated amortization in total and by major class of other intangible assets are as follows:

	June 30, 2006							December 31, 2005
	Accumulated		Accumulated
	Gross		Amortization			Net		Gross		Amortization			Net
Intangible assets subject to amortization (Definite-lived):
Purchased technology	$	2,130	$	(1,198	)	$	932	$	2,179	$	(1,217	)	$	962
Patents	177		(50		)	127		176		(45		)	131
Trademarks	84		(20		)	64		77		(18		)	59
Other	587		(195		)	392		550		(176		)	374
	2,978		(1,463		)	1,515		2,982		(1,456		)	1,526
Intangible assets not subject to amortization (Indefinite-lived):
Trademarks / Tradenames	185		—			185		183		—			183
Pioneer Germplasm	975		—			975		975		—			975
	$	1,160	—			$	1,160	1,158		—			1,158
Total	$	4,138	$	(1,463	)	$	2,675	$	4,140	$	(1,456	)	$	2,684

The aggregate amortization expense for definite-lived intangible assets was $56 and $115 for the three-and six-month periods ended June 30, 2006, respectively, and $57 and $114 for the three- and six-month periods ended June 30, 2005.  The estimated aggregate pretax amortization expense for 2006 and each of the next five years is approximately $230, $210, $190, $165, $130, and $110.

12

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share)

Note 10.  Commitments and Contingent Liabilities

Guarantees

Product Warranty Liability

The company warrants to the original purchaser of its products that it will, at its option refund, repair or replace, without charge, such products if they fail due to a manufacturing defect.  The term of these warranties varies (30 days to 10 years) by product.  The company’s estimated product warranty liability as of June 30, 2006 is $32.  In the first quarter of 2006, the company increased its reserve for product warranty liability primarily in the Safety & Protection segment to reflect obligations related to certain product warranties.  The company has recourse provisions for certain products that would enable recovery from third parties for amounts paid under the warranties.  The company accrues for product warranties when, based on available information, it is probable that customers will make claims under warranties relating to products that have been sold, and a reasonable estimate of the costs (based on historical claims experience relative to sales) can be made.

Set forth below is a reconciliation of the company’s estimated product warranty liability from December 31, 2005 through June 30, 2006:

Balance - December 31, 2005	$	16
Settlements (cash and in-kind)	(6		)
Aggregate changes - issued 2006	22
Balance — June 30, 2006	$	32

Indemnifications

In connection with acquisitions and divestitures, the company has indemnified respective parties against certain liabilities that may arise in connection with these transactions and business activities prior to the completion of the transaction.  The term of these indemnifications, which typically pertain to environmental, tax and product liabilities, is generally indefinite.  In addition, the company indemnifies its duly elected or appointed directors and officers to the fullest extent permitted by Delaware law, against liabilities incurred as a result of their activities for the company, such as adverse judgments relating to litigation matters.  If the indemnified party were to incur a liability or have a liability increase as a result of a successful claim, pursuant to the terms of the indemnification, the company would be required to reimburse the indemnified party.  The maximum amount of potential future payments is generally unlimited.  The carrying amounts recorded for all indemnifications as of June 30, 2006 and December 31, 2005 are $110 and $103, respectively.  Although it is reasonably possible that future payments may exceed amounts accrued, due to the nature of indemnified items, it is not possible to make a reasonable estimate of the maximum potential loss or range of loss.  No assets are held as collateral and no specific recourse provisions exist.

In connection with the sale of the majority of the net assets of Textiles & Interiors (INVISTA), the company indemnified the purchasers, subsidiaries of Koch, against certain liabilities primarily related to taxes, legal and environmental matters, and other representations and warranties.  The estimated fair value of these obligations of $70 is included in the indemnification balance of $110 stated above.  The fair value was based on management’s best estimate of the value expected to be required to issue the indemnifications in a stand alone, arm’s length transaction with an unrelated party and, where appropriate, by the utilization of probability-weighted discounted net cash flow models.

13

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share)

Note 10.  Commitments and Contingent Liabilities (Continued)

Obligations for Equity Affiliates & Others

The company has directly guaranteed various debt obligations under agreements with third parties related to equity affiliates, customers, suppliers and other unaffiliated companies.  At June 30, 2006, the company had directly guaranteed $576 of such obligations, plus $260 relating to guarantees of historical obligations for divested subsidiaries.  This represents the maximum potential amount of future (undiscounted) payments that the company could be required to make under the guarantees.

In certain cases, the company has recourse to assets held as collateral, as well as personal guarantees from customers and suppliers.  Assuming liquidation, these assets are estimated to cover approximately 39 percent of the $263 of guaranteed obligations of customers and suppliers.  Set forth below are the company’s guaranteed obligations at June 30, 2006:

	Short Term		Long Term		Total
Obligations for customers, suppliers and other unaffiliated companies1:
Bank borrowings (terms up to 6 years)	$	80	$	181	$	261
Revenue bonds (term 3 years)	—		2		2
Obligations for equity affiliates2:
Bank borrowings (terms up to 7 years)	245		29		274
Leases on equipment and facilities (terms up to 4 years)	—		39		39
Total obligations for customers, suppliers, other unaffiliated companies and equity affiliates	325		251		576
Obligations for divested subsidiaries and affiliates3:
Conoco (terms from 3-20 years)	—		154		154
Consolidation Coal Sales Company (term 4-5 years)	—		103		103
INVISTA (terms less than 1 year)	3		—		3
Total obligations for divested subsidiaries and affiliates	3		257		260
Total	$	328	$	508	$	836

1Existing guarantees for customers and suppliers arose as part of contractual agreements.

2Existing guarantees for equity affiliates arose for liquidity needs in normal operations.

3The company has guaranteed certain obligations and liabilities related to divested subsidiaries, including Conoco and its subsidiaries and affiliates, Consolidation Coal Sales Company, and INVISTA entities sold to Koch.  The Restructuring, Transfer and Separation Agreement between DuPont and Conoco requires Conoco to use its best efforts to have Conoco, or any of its subsidiaries, substitute for DuPont.  Conoco, Koch and Consolidation Coal Sales Company have indemnified the company for any liabilities the company may incur pursuant to these guarantees.

Residual Value Guarantees

As of June 30, 2006, the company had one synthetic lease program relating to short-lived equipment.  In connection with this synthetic lease program, the company had residual value guarantees in the amount of $97 at June 30, 2006.  The guarantee amounts are tied to the unamortized lease values of the assets under synthetic lease and are due should the company decide neither to renew these leases nor to exercise its purchase option.  At June 30, 2006, the company had no liabilities recorded for these obligations.  Any residual value guarantee amounts paid to the lessor may be recovered by the company from the sale of the assets to a third party.

14

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share)

Note 10.  Commitments and Contingent Liabilities (Continued)

Litigation

BenlateÒ

In 1991, DuPont began receiving claims by growers that use of BenlateÒ 50 DF fungicide had caused crop damage.  DuPont has since been served with several hundred lawsuits, most of which have been disposed of through trial, dismissal or settlement.  The status of BenlateÒ cases is indicated in the table below.

	Status of Cases
	June 30, 2006	March 31, 2006	December 31, 2005
Filed	—	—	—
Resolved	—	1	30
Pending	62	62	63

In March 2006, DuPont settled the only case pending in Australia alleging plant damage for $375 thousand. Nine cases are pending in Florida state court, involving allegations that BenlateÒ caused crop damage.  Two of these cases, involving twenty-seven Costa Rican fern growers, were tried during the second quarter of 2006 resulting in a $56 judgment against DuPont.  At trial, the plaintiffs sought damages in the range of $270 to $400.  The plaintiffs as well as DuPont have filed post trial motions and DuPont will appeal the verdict.  DuPont believes that the appeal will be resolved in its favor and, therefore, has not established a reserve relating to the judgment.

Twenty-four of the pending cases seek to reopen settlements with the company by alleging that the company committed fraud and misconduct, as well as violations of federal and state racketeering laws.  Plaintiffs are appealing the Florida federal court’s dismissal of 16 of the reopener cases.  One of the two cases pending in Florida state court is scheduled for trial in September 2006.  In December 2005, the Ninth Circuit Court of Appeals reversed the Hawaii federal court’s dismissal of the five reopener cases before it.  These five cases are scheduled for a common issues trial in November 2006.  The remaining case in Hawaii state court was settled in part for $1.2.  The remainder of this case was dismissed on DuPont’s motion.  Plaintiffs have appealed.

In one of the three cases involving allegations that BenlateÒ caused birth defects to children exposed in utero pending before it, the Delaware state court granted the company’s motion to dismiss due to insufficient scientific support for causation.  Plaintiffs have appealed and the court has stayed the other two cases pending the outcome of the appeal.

Twenty-six cases involving damage to shrimp are pending against the company in state court in Florida.  The company contends that the injuries alleged are attributable to a virus, Taura Syndrome Virus, and in no way involve BenlateÒ OD.  One case was tried in late 2000 and another in early 2001. Both trials resulted in adverse judgments of approximately $14 each.  The intermediate appellate court subsequently reversed the adverse verdicts and, in the first quarter of 2005, judgments were entered in the company’s favor in both cases.  Plaintiffs have filed a motion seeking sanctions for alleged discovery defaults in all of the cases, including the two cases in which judgment has been entered for the company.  Hearings regarding the motion for sanctions have concluded and a ruling is expected in the third quarter of 2006.

The company does not believe that BenlateÒ caused the damages alleged in each of these cases and denies the allegations of fraud and misconduct.  The company continues to defend itself in ongoing matters.  As of June 30, 2006, the company has incurred costs and expenses of approximately $1,900 associated with these matters.  The company has recovered approximately $275 of its costs and expenses through insurance and does not expect additional insurance recoveries, if any, to be significant. While management recognizes that it is reasonably possible that additional losses may be incurred, a range of such losses cannot be reasonably estimated at this time. At June 30, 2006, no reserves exist for Benlate® litigation matters.

15

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share)

Note 10.  Commitments and Contingent Liabilities (Continued)

PFOA

EPA Complaints

In July and December 2004, the EPA filed administrative complaints against DuPont alleging that the company failed to comply with the technical reporting requirements of the Toxic Substances Control Act (TSCA) and the Resource Conservation and Recovery Act (RCRA) regarding PFOA, (collectively, perfluorooctanoic acids and its salts, including the ammonium salt).  The first complaint related to information about PFOA for a period beginning in June 1981 through March 2001; the second related to information about PFOA for a period beginning in late July 2004 to mid-October 2004.  In December 2005, the parties entered into a settlement agreement to resolve the original counts set forth in the complaints and the additional counts raised by the EPA in 2005. As a result in 2005, the company established reserves of $16.5 to fund its obligations under the settlement agreement.  The agreement requires the company to pay civil fines of $10.25 and fund two Supplemental Environmental Projects at a total cost of $6.25. The company paid the civil fines of $10.25 in January 2006 and expects that the projects will be completed, and the costs of $6.25 incurred, over a three year period ending December 31, 2009.

Department of Justice: Grand Jury Subpoena

On May 17, 2005, DuPont was served with a grand jury subpoena from the U.S. District Court for the District of Columbia.  The subpoena, which was served by the Environmental Crimes Section of the Environment and Natural Resources Division of the Department of Justice (DOJ), relates to PFOA, ammonium perfluorooctanoate (APFO), C-8 and FC-143.  The subpoena calls for the production of documents previously produced to the EPA and other documents related to those chemicals.  DuPont has been and will continue to be fully responsive to the DOJ in this matter and has begun the production of documents. It is expected that the collection, review and production of documents will continue at least through 2006.

Class Actions:  Drinking Water

In August 2001, a class action, captioned Leach v. DuPont, was filed in West Virginia state court against DuPont and the Lubeck Public Service District.  DuPont uses PFOA as a processing aid to manufacture fluoropolymer resins and dispersions at various sites around the world including its Washington Works plant in West Virginia.  The complaint alleged that residents living near the Washington Works facility had suffered, or may suffer, deleterious health effects from exposure to PFOA in drinking water.  The relief sought included damages for medical monitoring, diminution of property values, and punitive damages plus injunctive relief to stop releases of PFOA.  DuPont and attorneys for the class reached a settlement agreement in 2004 and as a result, the company established reserves of $108 million in 2004. The agreement was approved by the Wood County Circuit Court on February 28, 2005 after a fairness hearing.  The settlement binds a class of approximately 80,000 residents.  As defined by the court, the class includes those individuals who have consumed, for at least one year, water containing 0.05 parts per billion or greater of PFOA from any of six designated public water sources or from sole source private wells.

In July 2005, the company paid the plaintiffs’ attorneys’ fees and expenses of $23 and made a payment of $70, which class counsel has designated to fund a community health project. The company also is funding a health study by an independent science panel of experts in the communities exposed to PFOA to evaluate available scientific evidence on whether any probable link exists between exposure to PFOA and human disease. In the second quarter 2006, DuPont increased its estimate of the cost of the independent science panel health study from $5 to $15, of which $5 was originally placed in an interest-bearing escrow account. The increase of $10 is primarily due to an increase in the study’s scope which in turn lengthens the expected timeframe to complete the study by approximately two years, to between four and six years.  In addition, the company is providing state-of-the art water treatment systems designed to reduce the level of PFOA in water to six area water districts until the science panel completes its work. Due to the revised timeframe for the study, the estimated cost of constructing, operating and maintaining these systems has increased from $15 to $18, of which $10 was originally placed in an interest-bearing

16

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share)

Note 10.  Commitments and Contingent Liabilities (Continued)

escrow account. The company is funding a bottled water program (estimated to cost about $3) for residents in one water district on an interim basis until the installation of the water treatment systems.  In the second quarter 2006, the company increased its reserves relating to this matter by $13 reflecting the increased cost projections for the independent health study and water treatment systems. As a result of this reserve addition, payments and activities undertaken pursuant to the settlement agreement during the period, the reserve balance at June 30, 2006 was $27, including $9 in interest bearing escrow accounts.

The settlement resulted in the dismissal of all claims asserted in the lawsuit except for personal injury claims.  If the independent science panel concludes that no probable link exists between exposure to PFOA and any diseases, then the settlement would also resolve personal injury claims.  If it concludes that a probable link does exist between exposure to PFOA and any diseases, then DuPont would also fund up to $235 for a medical monitoring program to pay for such medical testing.  In this event, plaintiffs would retain their right to pursue personal injury claims.  All other claims in the lawsuit would remain dismissed by the settlement. DuPont believes that it is remote that the panel will find a probable link.  Therefore, at June 30, 2006, the company had not established any reserves related to this matter.
However, there can be no assurance as to what the independent science panel will conclude.

The Little Hocking Water Association was one of the six area water districts for whom DuPont was to offer to design and construct a state of the art water treatment system under the settlement. Little Hocking opted out of the settlement and in May 2006 sued DuPont in Ohio state court claiming that perfluorinated compounds (including PFOA) allegedly released from the Washington Works plant contaminated its well fields and underlying aquifer.  Little Hocking’s complaint seeks a variety of relief including compensatory and punitive damages, and an injunction requiring the company to provide a new “pristine” well field and the infrastructure to deliver it. The court has not issued any rulings in this case.

In the second quarter of 2006, three purported class actions were filed alleging that drinking water had been contaminated by PFOA in excess of 0.05 parts per billion (ppb) due to alleged releases from certain DuPont plants. One of these cases was filed in West Virginia state court on behalf of customers of the Parkersburg City Water District, but was removed on DuPont’s motion to the U.S. District Court for the Southern District of West Virginia. The other two purported class actions were filed in New Jersey. One was filed in federal court on behalf of individuals who allegedly drank water contaminated by releases from DuPont’s Chambers Works plant in Deepwater, New Jersey. The second was filed in state court on behalf of customers serviced primarily by the Pennsville Township Water Department and was removed to New Jersey federal district court on DuPont’s motion.

The company intends to defend itself vigorously against these lawsuits alleging contamination of drinking water sources. While DuPont believes that it is reasonably possible that it will incur losses related to PFOA, a range of such loss, if any, cannot be reasonably estimated at this time.

Consumer Products Class Actions

	Status of Cases
	June 30,	March 31,	December 31,
	2006	2006	2005
Filed	5	1	15
Resolved	—	—	—
Pending	21	16	15

As of June 30, 2006, 21 intrastate class actions have been filed on behalf of consumers that have purchased cookware with Teflon® non-stick coating in federal district courts against DuPont. The actions were filed on behalf of consumers in Colorado, Connecticut, Delaware, the District of Columbia, Florida, Illinois, Iowa, Kentucky, Massachusetts, Michigan, Missouri, New Jersey, New Mexico, New York, Ohio, Pennsylvania, South Carolina, Texas and West Virginia and two were filed in California. By order of the Judicial Panel on Multidistrict Litigation, all of these actions have been combined for coordinated and consolidated pretrial proceedings in federal district court for the Southern District of Iowa. The

17

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share)

Note 10.  Commitments and Contingent Liabilities (Continued)

proceedings in this court will include the central question of whether these cases can proceed as class actions. A ruling on this issue is not expected before 2007.

The actions allege that DuPont violated state laws by engaging in deceptive and unfair trade practices by failing “to disclose to consumers that products containing Teflon® were or are potentially harmful to consumers” and that DuPont has liability based on state law theories of negligence and strict liability.  The actions allege that Teflon® contained or released harmful and dangerous substances, including a chemical (PFOA) alleged to have been determined to be “likely” to cause cancer in humans.  The actions seek unspecified monetary damages for consumers who purchased cooking products containing Teflon®, as well as the creation of funds for medical monitoring and independent scientific research, attorneys’ fees and other relief.

In December 2005, a motion was filed by a single named plaintiff in the Superior Court for the Province of Quebec, Canada seeking authorization to institute a class action on behalf of all Quebec consumers who have purchased or used kitchen items, household appliances or food-packaging containing Teflon® or Zonyl® non-stick coatings.  Damages are not quantified, but are alleged to include the cost of replacement products as well as one hundred dollars per class member as exemplary damages. In June 2006, plaintiffs filed an additional motion seeking authorization to expand the purported class to include all Canadian consumers of these products, not just Quebec residents. The Court is not expected to rule on this latest motion until late 2006.

The company believes that the 21 class actions and the motion filed in Quebec are without merit and, therefore, believes it is remote that it will incur losses related to these actions. At June 30, 2006, the company had not established any reserves related to these matters.

Elastomers Antitrust Matters

Investigations of the U.S., European Union and Canadian synthetic rubber markets for possible antitrust violations are ongoing. These investigations included DuPont Dow Elastomers, LLC, (DDE) as a result of its participation in the polychloroprene (PCP) and ethylene propylene diene monomer (EPDM) markets. DDE was a joint venture between The Dow Chemical Company (Dow) and DuPont.  DDE and DuPont were named in related civil litigation.

In April of 2004, DuPont and Dow entered into a series of agreements under which DuPont obtained complete control over directing DDE’s response to these investigations and the related litigation, and DuPont agreed to a disproportionate share of the venture’s liabilities and costs related to these matters.  Consequently, DuPont bears any potential liabilities and costs up to the initial $150.  Dow is obligated to indemnify DuPont for up to $72.5 by paying 15 to 30 percent toward liabilities and costs in excess of $150. On June 30, 2005, DDE became a wholly owned subsidiary of DuPont and was renamed DuPont Performance Elastomers LLC (DPE).

DDE resolved all criminal antitrust allegations against it related to PCP in the U.S. through a plea agreement with the Department of Justice (DOJ) in January 2005 which was approved by the court on March 29, 2005. The agreement requires the subsidiary to pay a fine of $84 which, at its election, may be paid in six equal, annual installments. The annual installment payments for 2005 and 2006 have been made.  The agreement also requires the subsidiary to provide ongoing cooperation with the DOJ’s investigation. DDE responded to investigations by European Union and Canadian antitrust authorities and DPE continues to cooperate with the authorities.

In November of 2004, the court approved the settlement reached by DDE and attorneys for the class, of federal antitrust litigation related to PCP for $42, including attorneys’ fees and costs.  DDE also reached a settlement with attorneys for the class, of federal antitrust litigation related to EPDM for $24.6, including attorneys’ fees and costs.  The court approved the EPDM settlement in May 2005. During the second quarter of 2006, the court-appointed fund administrators returned a portion of the class settlement paid in connection with the PCP class action related to individual claimants that opted out of the class. Including the PCP and EPDM class settlements, net of the PCP class action funds returned to the company,

18

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share)

Note 10.  Commitments and Contingent Liabilities (Continued)

related to civil lawsuits and claims alleging antitrust violations in certain synthetic rubber markets, the company has paid $88 through June 30, 2006. Certain claims are still pending.

As a result of its April 2004 agreements with Dow, DuPont established reserves in 2004 of $268, of which $18 will be reimbursed by Dow to reflect its share of anticipated losses.  At June 30, 2006, the balance of the reserves is $144, which reflects net adjustments made for claimants who opted out of the PCP settlement during the second quarter 2006, and includes $56 for the remaining four installment payments to be made under the plea agreement with the DOJ. Given the uncertainties inherent in predicting the outcome of these matters and the likelihood of additional future claims it is reasonably possible that actual losses may exceed the amount accrued. However, a range of such losses cannot be reasonably estimated at this time.

General

The company is subject to various lawsuits and claims arising out of the normal course of its business.  These lawsuits and claims include actions based on alleged exposures to products, intellectual property and environmental matters, and contract and antitrust claims.  The company accrues for contingencies when the information available indicates that it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated.  While the ultimate liabilities resulting from such lawsuits and claims may be significant to results of operations in the period recognized, management does not anticipate they will have a material adverse effect on the company’s consolidated financial position or liquidity.

Environmental

The company is also subject to contingencies pursuant to environmental laws and regulations that in the future may require the company to take further action to correct the effects on the environment of prior disposal practices or releases of chemical or petroleum substances by the company or other parties.  Additional information relating to environmental remediation activity is contained in Notes 1 and 24 to the company’s Consolidated Financial Statements included in the company’s Annual Report on Form 10-K for the year ended December 31, 2005.  At June 30, 2006, the company’s Consolidated Balance Sheet includes a liability of $342 relating to these matters and, in management’s opinion, is appropriate based on existing facts and circumstances.  Considerable uncertainty exists with respect to these costs and, under adverse changes in circumstances, potential liability may range up to two to three times the amount accrued at June 30, 2006.

Note 11.  Comprehensive Income

The following sets forth the company’s total comprehensive income for the periods shown:

	Three Months Ended June 30,					Six Months Ended June 30,
	2006		2005			2006			2005
Net income	$	975	$	1,015		$	1,792		$	1,982
Cumulative translation adjustment	21		(57		)	25			(96		)
Net revaluation and clearance of cash flow hedges to earnings	2		(4		)	(1		)	(2		)
Net unrealized gains (losses) on available for sale securities	2		(7		)	6			(13		)
Total comprehensive income	$	1,000	$	947		$	1,822		$	1,871

19

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share)

Note 12. Derivatives and Other Hedging Instruments

The company’s objectives and strategies for holding derivative instruments are included in Note 29 to the company’s Consolidated Financial Statements included in the company’s Annual Report on Form 10-K for the year ended December 31, 2005.  In the second quarter 2006, the company entered into derivative contracts to hedge exposure to price fluctuations on natural gas with no ineffectiveness.  During the first half of 2006, hedge ineffectiveness of $(1) was reported in earnings. There were no hedge gains or losses excluded from the assessment of hedge effectiveness or reclassifications to earnings for forecasted transactions that did not occur related to cash flow hedges. The following table summarizes the effect of cash flow hedges on accumulated other comprehensive income (loss) for the period:

	Three Months Ended June 30, 2006								Six Months Ended June 30, 2006
	Pretax			Tax		After-Tax			Pretax			Tax			After-Tax
Beginning balance	$	(1	)	$	—	$	(1	)	$	3		$	(1	)	$	2
Additions and revaluations ofderivatives designated as cash flow hedges	(1		)	—		(1		)	(6		)	1			(5		)
Clearance of hedge results to earnings	3			—		3			4			—			4
Ending balance	$	1		$	—	$	1		$	1		$	—		$	1
Amounts expected to be reclassified into earnings over the next twelve months	$	1		$	—	$	1		$	1		$	—		$	1

Note 13.  Employee Benefits

The following sets forth the components of the company’s net periodic pension benefit cost:

	Three Months Ended June 30,						Six Months Ended June 30,
	2006			2005			2006			2005
Service cost	$	99		$	91		$	198		$	181
Interest cost	296			291			590			582
Expected return on plan assets	(406		)	(345		)	(811		)	(692		)
Amortization of unrecognized loss	66			77			133			155
Amortization of prior service cost	12			9			21			18
Curtailment/settlement loss	—			11			3			11
Net periodic benefit cost	$	67		$	134		$	134		$	255

The company disclosed in its Consolidated Financial Statements for the year ended December 31, 2005, that it expected to contribute approximately $280 to its pension plans, other than to the principal U.S. pension plan in 2006.  As of June 30, 2006, contributions of $131 have been made to these pension plans and the company anticipates additional contributions of approximately $164 during the remainder of 2006.

20

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share)

Note 13.  Employee Benefits (Continued)

The following sets forth the components of the company’s net periodic cost for other postretirement benefits:

	Three Months Ended June 30,						Six Months Ended June 30,
	2006			2005			2006			2005
Service cost	$	8		$	8		$	16		$	17
Interest cost	54			66			108			132
Amortization of unrecognized loss	11			17			23			37
Amortization of prior service cost	(39		)	(38		)	(78		)	(77		)
Net periodic benefit cost	$	34		$	53		$	69		$	109

The company disclosed in its Consolidated Financial Statements for the year ended December 31, 2005, that it expected to make payments of approximately $350 to its other postretirement benefit plans in 2006.  Through June 30, 2006, the company has made benefit payments of $170 related to its postretirement benefit plans and anticipates additional payments of approximately $180 during the remainder of 2006.

21

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share)

Note 14.  Segment Information

Segment sales include transfers and a pro rata share of equity affiliates’ sales.  Segment pretax operating income (PTOI) is defined as operating income before income taxes, minority interests, exchange gains (losses), corporate expenses and interest.

Three Months Ended June 30,	Agriculture & Nutrition			Coatings & Color Technologies			Electronic & Communica- tion Technologies			Perform- ance Materials1			Pharma- ceuticals		Safety & Protection			Other			Total2
2006
Segment sales	$	2,021		$	1,630		$	1,006		$	1,735		$	—	$	1,435		$	16		$	7,843
Less transfers	—			(13		)	(27		)	(16		)	—		(21		)	—			(77		)
Less equity affiliates’ sales	(23		)	(5		)	(64		)	(210		)	—		(22		)	—			(324		)
Net sales	1,998			1,612			915			1,509			—		1,392			16			7,442
Pretax operating income (loss)	428			222			169			193			200		310			(30		)	1,492
2005
Segment sales	$	2,102		$	1,601		$	972		$	1,836		$	—	$	1,388		$	13		$	7,912
Less transfers	—			(13		)	(27		)	(27		)	—		(15		)	—			(82		)
Less equity affiliates’ sales	(22		)	(8		)	(65		)	(202		)	—		(22		)	—			(319		)
Net sales	2,080			1,580			880			1,607			—		1,351			13			7,511
Pretax operating income (loss)	511			188			217		3	190		4	192		283			7		5	1,588

Six Months Ended June 30,	Agriculture & Nutrition			Coatings & Color Technologies			Electronic & Communica- tion Technologies			Perform- ance Materials1			Pharma- ceuticals		Safety & Protection			Other			Total2
2006
Segment sales	$	4,267		$	3,112		$	1,948		$	3,450		$	—	$	2,818		$	29		$	15,624
Less transfers	—			(22		)	(60		)	(41		)	—		(44		)	—			(167		)
Less equity affiliates’ sales	(41		)	(9		)	(121		)	(405		)	—		(45		)	—			(621		)
Net sales	4,226			3,081			1,767			3,004			—		2,729			29			14,836
Pretax operating income (loss)	1,016			237		6	332			330			369		579			(56		)	2,807
2005
Segment sales	$	4,458		$	3,105		$	1,858		$	3,621		$	—	$	2,670		$	25		$	15,737
Less transfers	—			(27		)	(51		)	(49		)	—		(33		)	—			(160		)
Less equity affiliates’ sales	(35		)	(19		)	(140		)	(399		)	—		(42		)	—			(635		)
Net sales	4,423			3,059			1,667			3,173			—		2,595			25			14,942
Pretax operating income (loss)	1,268			349			327		3	401		4	351		514			(14		)5	3,196

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in millions, except per share)

Note 14.  Segment Information (Continued)

1Includes the following results from Engage®, Nordel®, and Tyrin® businesses transferred to Dow on June 30, 2005.

	Three Months Ended		Six Months Ended
	June 30, 2005		June 30, 2005
Net Sales	$	213	$	386
Pretax operating income	28		47

2A reconciliation of the pretax operating income totals reported for the operating segments to the applicable line item on the Consolidated Financial Statements is as follows:

	Three Months Ended  June 30,						Six Months Ended June 30,
	2006			2005			2006			2005
Total segment PTOI	$	1,492		$	1,588		$	2,807		$	3,196
Net exchange gains, including affiliates	26			183			8			294
Corporate expenses and net interest	(264		)	(212		)	(510		)	(437		)
Income before income taxes and minority interests	$	1,254		$	1,559		$	2,305		$	3,053

3Includes a gain of $48 resulting from the sale of the company’s equity interest in DuPont Photomasks Inc.

4Includes a gain of $23 from the disposition of certain assets of DDE to Dow and a charge of $34 related to the shutdown of an elastomers manufacturing facility in the U.S.

5Includes a net gain of $39 relating to the disposition of three equity affiliates associated with the ongoing separation of Textiles & Interiors, partly offset by other separation costs.

6Includes a $135 restructuring charge, which is discussed in more detail in Note 4.

Note 15.  Subsequent Event

On October 27, 2005, the company purchased and retired 75.7 million shares of DuPont’s outstanding common stock at a price per share of $39.62 from Goldman, Sachs & Co. (Goldman Sachs) under an accelerated share repurchase agreement. During the subsequent nine-month period, which ended July 27, 2006, Goldman Sachs purchased an equal number of shares in the open market with a volume weighted average price (VWAP) of $41.99 per share. Upon the conclusion of the agreement, the company was required to pay Goldman Sachs a settlement payment at the company’s option, in cash or shares of its common stock. The final settlement price was based upon the difference between the VWAP per share during the nine-month period and the purchase price of $39.62 per share. On August 1, 2006, the company made a cash settlement payment of $180 to Goldman Sachs. The amount paid to settle the contract will be recorded as a reduction to Additional paid-in capital.

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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
              CONDITION AND RESULTS OF OPERATIONS

Cautionary Statements About Forward-Looking Statements

This report contains forward-looking statements which may be identified by their use of words like “plans,” “expects,” “will,” “anticipates,” “intends,” “projects,” “estimates” or other words of similar meaning.  All statements that address expectations or projections about the future, including statements about the company’s strategy for growth, product development, market position, expenditures and financial results, are forward-looking statements.

Forward-looking statements are based on certain assumptions and expectations of future events.  The company cannot guarantee that these assumptions and expectations are accurate or will be realized.  See the Risk Factors discussion set forth under Part II, Item 1A included on page 37.  In addition, the following are some of the important factors that could cause the company’s actual results to differ materially from those projected in any such forward-looking statements:

·As part of its strategy for growth, the company has made and may continue to make acquisitions and divestitures and form strategic alliances.  There can be no assurance that these will be completed or beneficial to the company.

·The company has undertaken and may continue to undertake productivity initiatives, including cost reduction programs, organizational restructurings and Six Sigma projects, to improve performance and generate cost savings.  There can be no assurance that these will be completed or beneficial to the company.  Also, there can be no assurance that any estimated cost savings from such activities will be realized.

Results of Operations

Overview

Second quarter results reflect the company’s execution of its growth strategies across all business segments.  Sustained pricing momentum continued in the second quarter, which coupled with volume growth and solid fixed cost control offset higher energy and ingredient costs. While the cost of natural gas and certain other materials have declined, oil and oil derivatives in general were considerably above last year’s level.  It is anticipated that raw material costs will remain higher in the second half of 2006 than last year.

Execution of the company’s cost and productivity initiatives resulted in savings that offset inflation and expenses related to ongoing growth investments.  The titanium dioxide (TiO2)plant in DeLisle Mississippi has been completely restored and is fully operational.  The transformation plan launched early this year in the coatings businesses to consolidate certain manufacturing and laboratory sites and focus on higher growth market segments is on track to save $135 million annually when complete in late 2007.

The company continues to invest in new products and emerging business opportunities in industrial biotechnology.  New licensing agreements were executed in the quarter related to advances in the company’s seed product pipeline with Syngenta Seeds, Inc. and Delta and Pineland Company.  The company also initiated a partnership with BP p.l.c. (BP) to develop, produce and market biofuels to help meet increasing global demand for renewable transportation fuels.  DuPont and BP plan to deliver advanced biofuels that will provide improved options for expanding energy supplies and accelerate the move to renewable transportation fuels, which lower overall greenhouse gas emissions.

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Net Sales

Consolidated net sales for the second quarter were $7.4 billion versus $7.5 billion in the second quarter 2005.  A 1 percent increase in U.S. dollar (USD) selling prices and 1 percent higher volume partly offset a 3 percent reduction in Net sales reflecting the absence of $213 million in prior-year sales from former DuPont Dow Elastomers LLC (DDE) businesses transferred to The Dow Chemical Company (Dow) on June 30, 2005. Local prices improved in all regions reflecting higher prices in all segments except Agriculture & Nutrition.   Worldwide volume growth was driven by increases in regions outside the United States of America (U.S.), principally Asia Pacific and Latin America, reflecting increased sales of engineering polymers, coatings, electronic materials, and aramids. Volumes in the U.S. and Europe were negatively affected by a significant decrease in sales of crop protection products.

The tables below show Net sales and an analysis of variances versus the prior year for each region:

	Three Months Ended June 30				Percent Change Versus 2005
	2006		Percent		After Adjusting For Portfolio Changes(a)
	Net Sales		Change				Local	Currency
	($ Billions)		Vs. 2005		Total		Price	Effect		Volume
Worldwide	$	7.4	(1	)%	2		2	(1	)	1
U.S.	3.3		(3	)	(1	)	2	—		(3	)
Europe	2.0		(2	)	—		1	(3	)	2
Asia Pacific	1.2		2		7		2	(2	)	7
Canada & Latin America	0.9		9		9		2	2		5

(a)Excludes $213 million of second quarter 2005 sales attributable to the elastomers businesses that were transferred to Dow on June 30, 2005.

For the six months ended June 30, 2006, Consolidated net sales were $14.8 billion versus $14.9 billion in the prior year, down 1 percent, principally due to the absence of elastomers sales from businesses transferred to Dow and a negative currency effect. Local selling prices were higher across all regions and most businesses. Worldwide volume increased 1 percent reflecting 6 percent gains in the Asia Pacific and Latin America/ Canada regions, largely offset by a reduction in the U.S. Lower U.S. volume primarily reflects lower sales of crop protection products.

	Six Months Ended
	June 30				Percent Change Versus 2005
	2006		Percent		After Adjusting For Portfolio Changes(a)
	Net Sales		Change				Local	Currency
	($ Billions)		Vs. 2005		Total		Price	Effect		Volume
Worldwide	$	14.8	(1	)%	2		3	(2	)	1
U.S.	6.5		(1	)	2		3	—		(1	)
Europe	4.3		(5	)	(4	)	2	(6	)	—
Asia Pacific	2.3		1		6		3	(3	)	6
Canada & Latin America	1.7		12		12		3	3		6

(a)Excludes sales of $386 million for 2005 year-to-date attributable to the elastomers businesses that were transferred to Dow on June 30, 2005.

Other Income, Net

Second quarter 2006 Other income, net totaled $396 million versus $611 million in the prior year, a decrease of $215 million primarily due to lower pretax exchange gains in connection with the company’s policy of hedging its foreign currency denominated monetary assets and liabilities. Second quarter pretax exchange gains were $34 million and $176 million in 2006 and 2005, respectively; these gains were largely offset by associated tax expense.  Second quarter 2005 also benefited from gains of $48 million on the sale of the company’s interest in DuPont Photomasks and $23 million on the sale of certain elastomers assets.  Second quarter 2006 included income of $30 million related to new technology

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licensing agreements in the Agriculture & Nutrition segment; this was offset by lower interest income in the quarter resulting from a reduction in the company’s cash balances as compared to the previous year.

For the six months ended June 30, 2006, Other income, net was $666 million as compared to $1,006 million last year, a decrease of $340 million primarily resulting from lower pretax foreign currency exchange gains and lower interest income as a result of lower cash balances; these reductions were partly offset by $58 million in income from new technology licensing agreements in the Agriculture & Nutrition segment.  In 2005, Other income included gains of $48 million on the sale of the company’s interest in DuPont Photomasks and $23 million on the sale of certain elastomers assets.

Additional information related to the company’s Other income, net is included in Note 3 to the interim Consolidated Financial Statements.

Cost of Goods Sold and Other Operating Charges (COGS)

COGS for the second quarter 2006 was $5.2 billion, essentially flat versus prior year. COGS was 70 percent of Net sales versus 69 percent in the prior year.  The increase in COGS as a percentage of Net sales principally reflects higher raw material costs not fully offset by higher selling prices.  2005 second quarter COGS included the DDE businesses which had higher COGS in relation to sales than the remainder of the company and a $34 million charge related to the shutdown of an elastomers manufacturing facility.

COGS for the six months ended June 30, 2006 was $10.6 billion, up three percent versus prior year. COGS were 71 percent of Net sales versus 69 percent in the prior year.  The increase in COGS as a percentage of Net sales principally reflects higher raw material and operating costs not fully offset by higher selling prices, and the $135 million first quarter 2006 charge (described below) within the Coatings & Color Technologies segment. These factors were partly offset by the absence in 2006 of DDE businesses which had higher COGS in relation to sales than the remainder of the company

During the first quarter 2006, a transformation plan was instituted within the Coatings & Color Technologies segment in order to better serve the company’s customers and improve profitability. The plan includes the elimination of 1,700 positions and encompasses redeployment of employees in excess positions to the extent possible. Restructuring charges resulting from the plan include $123 million related to severance costs for approximately 1,300 employees involved in manufacturing, marketing, administrative and technical activities who are expected to be off the roles by fourth quarter 2007. In connection with the plan, a $12 million charge was also recorded during the first quarter 2006 related to exit costs of non-strategic assets.

In the second quarter 2006, approximately 290 employees left the roles and approximately 235 were redeployed. As of June 30, 2006, cash payments related to these separations were $7 million. The majority of the remaining payments are expected to be completed by the end of 2007. There were no changes in estimates related to reserves established for this plan during the second quarter 2006.

The cost reduction initiatives related to these charges are expected to deliver to the company about $135 million in annualized savings when completed. Approximately 35 percent of the savings are expected to be realized in 2006, with an additional 50 percent in 2007 and the remainder in 2008. Under the plan, the company will close certain manufacturing and technical facilities by year-end 2006 and expects to record additional charges of about $50 million through the second quarter 2007, principally associated with accelerated depreciation, dismantlement and removal of assets, certain contract terminations and other related costs. The majority of these costs are expected to be recognized in 2006. The company may incur additional charges related to this plan; however, management does not expect such charges to be material.

Information related to the company’s prior year corporate restructuring activities is included in Note 4 to the interim Consolidated Financial Statements.

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Selling, General and Administrative Expenses (SG&A)

SG&A was $853 million in the second quarter 2006 compared to $866 million last year. For the six-months ended June 30, 2006, SG&A was $1,644 million, down from $1,673 million in the prior year. Decreases in both periods primarily reflect the absence of the elastomers businesses transferred to Dow on June 30, 2005 and the impact of currency exchange rates.

Research and Development Expense (R&D)

R&D was $328 million for the second quarter 2006 compared to $339 million in the second quarter 2005. For the six months ended June 30, 2006 R&D was $641 million compared to $652 million last year. Spending is consistent with the company’s expectation for R&D to total approximately $1.3 billion for the year. R&D spending is targeted towards market driven priorities such as advances in seed traits and bio-based fuels.  Spending was approximately 4 percent of Net sales for the six-month periods ended June 30 in 2006 and 2005.

Interest Expense

Interest expense totaled $119 million in the second quarter of 2006, relatively unchanged from $120 million in the second quarter of 2005, and reflects a 14 percent decrease in average debt offset by higher average interest rates.   For the six-month periods ended June 30, interest expense increased 4 percent from $224 million in 2005 to $233 million in 2006, as higher average interest rates more than offset 11 percent lower average debt levels in the period.

Separation Activities - Textiles & Interiors

In January 2006, the company completed the sale of its interest in the last equity affiliate to its equity partner, completing the separation of Textiles & Interiors. There was no charge or gain incurred as a result of this sale.

In the second quarter of 2005, the company recorded a net gain of $39 million in connection with the separation of Textiles & Interiors. The company transferred two previously delayed equity affiliates to Koch and sold a remaining equity affiliate to its equity partner.

Provision for Income Taxes

The company’s effective tax rates for second quarter and year-to-date 2006 were 22.2 percent and 22.1 percent, respectively, as compared to 33.2 percent and 33.6 percent for the comparable prior-year periods.  The higher effective income tax rates for 2005 versus 2006 are principally related to the impact of the company’s policy of hedging the foreign currency-denominated monetary assets and liabilities of its operations.  See Note 6 to the interim Consolidated Financial Statements for additional information.

Minority Interests in Earnings of Consolidated Subsidiaries

Minority interests charges were $1 million and $3 million for the three and six months ended June 30, 2006 as compared to charges of $27 million and $45 million in the prior year. Charges incurred during 2005 relate primarily to consolidating the results of DDE, a 50/50 joint venture, as a variable interest entity.

Net Income

Net income for the second quarter 2006 was $975 million as compared to $1,015 million last year.  2006 second quarter net income reflects higher selling prices, lower fixed costs and higher licensing income, substantially offset by higher year-over-year energy and raw material costs.

For the six months ended June 30, 2006, net income was $1,792 million, compared to $1,982 million in the prior year.  The decrease in net income principally reflects the increase in energy and raw materials costs and lower operating results from the Agriculture and Nutrition segment.

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Earnings per Share - Diluted

Second quarter 2006 Earnings per share were $1.04 compared to $1.01 in the prior year, reflecting, the benefit of a 7 percent reduction in the number of average shares outstanding in the quarter which more than offset a $40 million reduction in Net income.   The lower number of average outstanding shares reflects the company’s fourth quarter 2005 accelerated share repurchase program.  See Notes 7 and 15 to the interim Consolidated Financial Statements for further details.

For the six months ended June 30, 2006, Earnings per share were $1.92 compared to $1.97 in the prior year, reflecting a decrease of $190 million in Net income and a 7 percent reduction in the number of average shares outstanding in the period.

Corporate Outlook

The company’s outlook for earnings per share for the year 2006 is about $2.83 per share.  Management anticipates that continued pricing strength and new product introductions, combined with fixed cost control and modest volume growth will more than offset higher energy and ingredient costs.

New Accounting Standard

During the first quarter 2006, the company adopted the provisions of Statement of Financial Accounting Standard (SFAS) No. 123(R), “Share-Based Payment.”  The adoption of this standard did not have had a material impact on the company’s results of operations for the three-and-six months ended June 30, 2005.

Additional information related to the company’s adoption of SFAS No. 123(R) is included in Note 2 to the interim Consolidated Financial Statements.

Accounting Standards Issued Not Yet Adopted

See Note 1 to the interim Consolidated Financial Statements for a description of recent accounting pronouncements.

Segment Reviews

Summarized below are comments on individual segment sales and pretax operating income (PTOI) for the three- and six-month periods ended June 30, 2006 compared with the same periods in 2005.  Segment sales include transfers and pro rata share of equity affiliates’ sales.  Segment PTOI is defined as operating income before income taxes, minority interests, exchange gains (losses), corporate expenses, and interest.

Agriculture & Nutrition - Second quarter sales of $2.0 billion were 4 percent lower than the same period in 2005, reflecting a 3 percent decline in volume and 1 percent decline in USD selling prices. The volume decline was driven by lower demand in the crop protection industry, largely in North America and Europe,  reflecting a combination of fewer corn acres planted, increased competitive pressures, and the impact of adverse weather conditions in the U.S. and areas in Europe, affecting the cereals market.  Crop protection products also experienced lower local selling prices and increased costs of production across all regions.  Volume declines in Europe for herbicides and fungicides also reflect a condensed growing season.  Increased sales volumes for soybeans in North America and for seed corn in Europe were partly offset by volume declines for seed corn in North America. PTOI for the quarter was $428 million versus $511 million in the prior year.  Increased cost of production also drove lower earnings across the segment.  Second quarter PTOI includes income of $30 million related to technology transfers and licensing agreements with Syngenta Seeds, Inc. and Delta and Pineland Company.

For the six months ended June 30, 2006 sales were $4.3 billion a 4 percent decline versus the prior year, reflecting 2 percent lower volume and 2 percent lower USD selling prices. Volume declines are primarily attributable to declining demand for herbicides and fungicides across the crop protection industry.  Decreased corn acres planted in North America and Europe and decreased corn market share was partially offset by higher sales for soybean and sunflower seeds, including higher market share for

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soybeans.  PTOI for the first half of 2006 was $1,016 million down 20 percent versus $1,268 million in the same period last year, principally due to the aforementioned volume declines as well as higher cost of production across the segment.  Year to date 2006 PTOI includes income of $58 million related to technology transfers and licensing agreements.

Coatings & Color Technologies - Second quarter 2006 sales of $1.6 billion were up 2 percent reflecting robust market demand for TiO2, automotive refinish products and industrial coatings.  TiO2 business continues to recover market share loss due to the hurricane impact in 2005 as the DeLisle, Mississippi plant returned to normal capacity early in the second quarter.  Local price improvements across all regions were offset by currency exchange rates across the segment offerings. PTOI was $222 million up 18 percent versus the prior year due primarily to decreases in fixed costs.

Sales in the first half of 2006 and 2005 were $3.1 billion.  Sales reflect strong volume gains over 2005 in the automotive OEMs and aftermarket heavy duty truck markets which were largely offset by declines in refinish product sales due to supply constraints and lower TiO2  sales related to the reduced production at the  DeLisle, Mississippi plant during the first quarter of 2006.  Local price increases were largely offset by local raw material cost increases and currency translation.  Year to date PTOI was $237 million as compared to $349 million last year.  2006 results include a restructuring charge of $135 million related to the transformation plan that was initiated during the first quarter of 2006.   See Note 4 to the interim Consolidated Financial Statements for a discussion of this plan.

Electronic & Communication Technologies - Sales were $1.0 billion, up 3 percent on 2 percent higher volume and 1 percent higher USD selling prices. Strong demand for products in the cell phone, photovoltaic, LCD and semiconductor fabrication markets led the sales growth over last year.   Second quarter PTOI was $169 million as compared to $217 million in the prior year which included a $48 million gain on the sale of Photomasks stock.  PTOI gains from higher sales were partly offset by higher raw material and energy costs.

Year-to-date sales of $1.9 billion were up 5 percent, reflecting 4 percent higher volumes and 1 percent higher USD pricing. PTOI was $332 for the first half of 2006 compared to $327 million in the prior year which included a $48 million gain on the Photomasks disposition.  Improvement in operating earnings reflects higher sales volumes of electronic materials and fluoropolymers, and productivity gains.

Performance Materials - Sales of $1.7 billion were down 6 percent compared to sales in the second quarter last year which included $213 million in sales from elastomers businesses transferred to Dow on June 30, 2005.  Sales in the segment for continuing businesses improved by 6 percent reflecting higher USD selling prices and volume growth across all regions, particularly Asia Pacific. Second quarter PTOI of $193 million reflects strong fixed costs controls, increased sales volume and price increases.  PTOI for second quarter 2005 was $190 million, including $28 million in operating income related to elastomers assets transferred to Dow, a $23 million gain on sale of these assets, and a restructuring charge of $34 million related to the planned consolidation of the company’s neoprene operations at its LaPlace, Louisiana facility. The timing for the consolidation has been delayed due to availability of construction employees and equipment in the post-hurricane Gulf States rebuilding effort.  As a result, manufacturing operations at the Louisville, Kentucky site could extend beyond the previously announced March 2007 shutdown by 3 to 6 months.

Year-to-date sales were $3.5 billion versus $3.6 billion in the prior year.  Excluding year-to-date sales of $386 million in 2005 related to elastomers businesses transferred to Dow on June 30, 2005, prior year sales were $3.2 billion.  The increase in sales for the segment’s continuing businesses reflects strong volume growth across all regions and higher USD selling prices. PTOI for the first six months of 2006 was $330 million compared to $401 million in 2005, which included $47 million in operating income related to elastomers assets transferred to Dow as well as the gain on the asset sale and restructuring charge described above.  PTOI in 2006 reflects a first quarter charge of $27 million to write down certain manufacturing assets to estimated fair value and the impact of higher ingredient costs that offset fixed cost productivity improvements.

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Safety & Protection - Second quarter sales of $1.4 billion were up 3 percent across the product offerings in the segment, principally reflecting higher USD selling prices. Overall volume was flat for the segment as growth in Europe and emerging markets was offset by volume declines in the U.S., planned reductions in sales of lower margin products, and delays in the timing of certain contracts.  Second quarter PTOI was $310 million, an increase of 10 percent over last year.  Fixed costs were held stable year over year and operating margins improved, reflecting higher selling prices, partly offset by increased costs for energy and raw materials.

Year-to-date sales of $2.8 billion were 6 percent higher than last year, due to 4 percent higher USD selling prices, and 2 percent higher volume. Selling price increases across all product lines exceeded increases in raw material costs.  Volume gains were realized particularly reflecting demand for aramid fibers, solid surface products and safety consulting.  PTOI for year-to-date 2006 was $579 million, versus $514 million in the prior year, due to sales growth across all regions and cost containment in the segment.

Liquidity & Capital Resources

Management believes that the company’s ability to generate cash and access the capital markets will be adequate to meet anticipated future cash requirements to fund working capital, capital spending, dividend payments and other cash needs for the foreseeable future.  The company’s liquidity needs can be met through a variety of independent sources, including:  Cash provided by operating activities, Cash and cash equivalents, Marketable debt securities, commercial paper, syndicated credit lines, bilateral credit lines, equity and long-term debt markets, and asset sales.  The company’s relatively low long-term borrowing level, strong financial position and credit ratings provide excellent access to these markets.

Cash provided by operating activities was $68 million for the six months ended June 30, 2006 versus $431 million for the same period ended in 2005.  The decrease in cash provided by operating activities is primarily due to lower net income and the timing of tax payments.  Seasonal changes in working capital were comparable year over year.

Cash used for investing activities was $549 million for the six months ended June 30, 2006 compared to $444 million for the same period last year.  The increase reflects higher purchases of Plant Property & Equipment driven by the rebuild of the DeLisle, Mississippi manufacturing facility and lower proceeds from the sale of assets, partially offset by liquidations of short term financial instruments.  Settlements of forward exchange contracts associated with the company’s hedging activities were largely offset by revaluation of the items being hedged, which are reflected in the appropriate categories in the Consolidated Statement of Cash Flows.

Cash used for financing activities was $422 million for the six months ended June 30, 2006 compared to $2,051 million provided by financing activities for the same period last year.  This reduction in financing activities cash flows principally reflects lower borrowing needs to meet the company’s global funding requirements.

Dividends paid to shareholders during the first half of 2006 totaled $689 million.  In July 2006, the company’s Board of Directors declared a third quarter common stock dividend of $0.37 per share, which is the same as the dividend paid in the second quarter 2006. The third quarter dividend will be the company’s 408th consecutive quarterly dividend since the company’s first dividend in the fourth quarter 1904.

Stock Repurchases

The company’s Board of Directors authorized a $2 billion share buyback plan in June 2001.  During the first half of 2006, there were no purchases of stock under this program.  To date the company has purchased 20.5 million shares at a total cost of $962 million. Management expects to continue purchasing stock under this buyback plan to offset dilution from shares issued under employee compensation plans; however, a timeline for the buyback of the remaining stock under this program has not been established.

In addition to the plan described above, in October 2005 the Board of Directors authorized a $5 billion share buyback plan. The company entered into an accelerated share repurchase agreement with Goldman Sachs & Co. (Goldman Sachs) under which the company purchased and retired 75.7 million shares of DuPont’s outstanding common stock from Goldman Sachs on October 27, 2005 at a price of

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$39.62 per share, with Goldman Sachs purchasing an equivalent number of shares in the open market over a nine-month period.

As of June 30, 2006, Goldman Sachs had purchased 68.5 million shares of DuPont’s common stock at a volume weighted average price (VWAP) of $42.16 per share. The forward contract for the price adjustment is accounted for as an equity instrument and changes in its fair value are not recorded during the contract period.

On July 27, 2006, Goldman Sachs completed its purchase of 75.7 million shares of DuPont’s common stock at a VWAP of $41.99 per share. Upon the conclusion of the agreement, the company was required to make a settlement payment to Goldman Sachs of $180 million, which the company elected to pay in cash. The final settlement price was based upon the difference between the VWAP per share for the nine-month period, which ended July 27, 2006, and the purchase price of $39.62 per share. The amount paid to settle the contract will be recorded as a reduction to Additional paid-in capital during the third quarter 2006.

To date purchases under the company’s $5 billion share buyback plan total about $3.2 billion. The company intends to execute the remaining $1.8 billion repurchase, consistent with DuPont’s financial discipline principles, over the next 12 months.

Cash and Cash Equivalents and Marketable Debt Securities

Cash and cash equivalents and Marketable debt securities were $827 million at June 30, 2006 versus $1.9 billion at December 31, 2005.  The decrease was due to cash used to fund normal seasonal working capital needs principally in the Agriculture & Nutrition segment.

Short- and Long-Term Borrowings and Capital Lease Obligations

Total debt at June 30, 2006, was $8.5 billion, an increase of about $0.4 billion from December 31, 2005.  The increase in debt was used to fund normal seasonal working capital needs principally in Agriculture & Nutrition.

Net Debt

At June 30, 2006, net debt was $7.7 billion compared to $6.3 billion at December 31, 2005.  The company defines net debt as total debt less Cash and cash equivalents and Marketable debt securities.  Management believes that net debt is meaningful because it provides the investor with a more holistic view of the company’s liquidity and debt position since the company’s cash balance is available to meet operating and capital needs, as well as to provide liquidity around the world.  Net debt also allows the investor to more easily compare cash flow between periods without adjusting for changes in cash and debt.

The following table reconciles the differences from Total debt to net debt.

	As of
	June 30,		December 31,
(Dollars in millions)	2006		2005
Commercial paper	$	1,257	$	—
Long-term debt due in one year	952		986
Other short-term debt	199		411
Total short-term debt	2,408		1,397
Long-term debt	6,123		6,783
Total debt	8,531		8,180
Less: Cash and cash equivalents	820		1,736
Less: Marketable debt securities	7		115
Net debt	$	7,704	$	6,329

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The following table summarizes changes in net debt for the first half of 2006.

(Dollars in millions)
Net debt — beginning of year	$	6,329
Cash provided by continuing operations	(68		)
Purchases of property, plant & equipment and investments in affiliates	727
Net payments for businesses acquired	51
Proceeds from sales of assets	(34		)
Forward exchange contract settlements	(57		)
Dividends paid to stockholders	689
Proceeds from exercise of stock options	(41		)
Effect of exchange rate changes on cash	13
Other	95
Increase in net debt	1,375
Net debt — June 30, 2006	$	7,704

Guarantees and Off-Balance Sheet Arrangements

For detailed information related to Guarantees, Indemnifications, Obligations for Equity Affiliates and Others, Certain Derivative Instruments, and Synthetic Leases, see page 42 to the company’s 2005 Annual Report on Form 10-K.  See discussion of accelerated share repurchase agreement under Stock Repurchases section above for additional information.

Contractual Obligations

Information related to the company’s contractual obligations at December 31, 2005 can be found on page 45 of the company’s Annual Report on Form 10-K.

Updated information with respect to certain of the company’s significant contractual obligations is summarized in the following table:

Contractual Obligations at June 30, 2006
(Dollars in millions)

	Total at		Payments Due In
	June 30,				2007-		2009-		2011
	2006		2006*		2008		2010		and Beyond
Long-term debt, including current portion	$	7,059	$	599	$	2,362	$	2,358	$	1,740
Expected cumulative cash requirements for interest payments through maturity	$	1,874	$	173	$	547	$	286	$	868

*Represents six months ending December 31, 2006.

PFOA

DuPont manufactures fluoropolymer resins and dispersions as well as fluorotelomers marketing many of them under the Teflon® and Zonyl® brands.  The fluoropolymer resin and dispersion businesses are part of the Electronic & Communication Technologies segment; the fluorotelomers business is part of the Safety & Protection segment.

Fluoropolymer resins and dispersions are high-performance materials with many end uses including architectural fabrics, telecommunications and electronic wiring insulation, automotive fuel systems, computer chip processing equipment, weather-resistant/breathable apparel and non-stick cookware.  Fluorotelomers are used to make soil, stain and grease repellants for paper, apparel, upholstery and

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carpets as well as firefighting foams and coatings.

A form of PFOA (perfluorooctanoic acid and its salts, including the ammonium salt) is used as a processing agent to manufacture fluoropolymer resins and dispersions.  For over 50 years, DuPont purchased its PFOA needs from a third party, but beginning in the fall of 2002, it began producing PFOA to support the manufacture of fluoropolymer resins and dispersions.  PFOA is not used in the manufacture of fluorotelomers; however, it is an unintended by-product present at trace levels in some fluorotelomer-based products.

DuPont Performance Elastomers, LLC uses PFOA in its manufacture of KalrezÒ perfluoroelastomer parts and certain fluoroelastomers marketed under the VitonÒ trademark.  The wholly owned subsidiary is a part of the Performance Materials segment.

PFOA is bio-persistent and has been detected at very low levels in the blood of the general population.  As a result, the EPA initiated a process to enhance its understanding of the sources of PFOA in the environment and the pathways through which human exposure to PFOA is occurring.  In 2003, the EPA issued a preliminary risk assessment on PFOA that focuses on the exposure of the U.S. general population to PFOA and possible health effects, including developmental toxicity concerns.  On January 12, 2005, the EPA issued a draft risk assessment on PFOA.  The draft stated that cancer data for PFOA may be best described as “suggestive evidence of carcinogenicity, but not sufficient to assess human carcinogenic potential” under the EPA’s Guidelines for Carcinogen Risk Assessment.  Under the Guidelines, the descriptor “suggestive” is typically applied to agents if animal testing finds any evidence that exposure causes tumors in one species of animal.

The EPA requested that the Science Advisory Board (SAB) review and comment on the scientific soundness of this assessment.  On May 31, 2006, the SAB released its report setting forth the view, based on laboratory studies in rats, that the human carcinogenic potential of PFOA is more consistent with the EPA’s descriptor of “likely to be carcinogenic” as defined in the Guidelines for Carcinogen Risk Assessment.  However, in its report the SAB indicated that additional data should be considered before the EPA finalizes its risk assessment of PFOA.  Under the Guidelines the “likely” descriptor is typically applied to agents that have tested positive in more than one species, sex, strain, site or exposure route with or without evidence of carcinogenicity in humans.  The EPA has acknowledged that it will consider additional data and has indicated that another SAB review will be sought after the EPA makes its risk assessment.  DuPont disputes the cancer classification recommended in the SAB report.

In February 2006, a petition was submitted to place PFOA under California Proposition 65 which requires the State to publish a list of chemicals known to cause cancer, birth defects or other reproductive harm.  DuPont disagrees with placing PFOA under Proposition 65 because such actions would not adequately reflect human health data which to date demonstrates no increase in cancer rates known to be associated with PFOA.

The EPA has stated that there remains considerable scientific uncertainty regarding potential risks associated with PFOA.  The EPA has also stated that it does not believe that there is any reason for consumers to stop using any related products because of concerns about PFOA.  Currently, PFOA is not regulated by the EPA and there are no regulatory actions pending that would prohibit its production or use.  However, there can be no assurance that the EPA or any other regulatory entity will not in the future choose to regulate or prohibit the production or use of PFOA.  Products currently manufactured by the company representing approximately $1 billion of 2005 revenues could be affected by any such regulation or prohibition.

DuPont respects the EPA’s position raising questions about exposure routes and the potential toxicity of PFOA and DuPont, as well as other companies, has outlined plans to continued research, emission reduction activities, and product stewardship activities to help address the EPA’s questions.  In January 2006, DuPont pledged its commitment to the EPA’s 2010/15 PFOA Stewardship Program.  The EPA program asks participants (1) to commit to achieve, no later than 2010, a 95 percent reduction in both facility emissions and product content levels of PFOA, PFOA precursors, and related higher homologue chemicals and (2) to commit to working toward the elimination of PFOA, PFOA precursors, and related higher homologue chemicals from emissions and products by no later than 2015.  Key elements of the DuPont commitment to EPA include reducing global emissions from manufacturing facilities by 98 percent by 2007 (which incorporates the substantial achievement of 90 percent reduction already realized through

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DuPont’s ongoing reduction program); establishing emission caps for U.S. facilities to limit the absolute number of pounds of PFOA emitted; implementing product caps for PFOA in fluoropolymer dispersions by 2007; and, by 2010, reducing PFOA content and any residual impurities in fluorotelomer products that could break down to PFOA.

DuPont will work individually and with others in the industry to inform EPA’s regulatory counterparts in the European Union, Canada, China and Japan about these activities and PFOA in general, including emissions reductions from DuPont’s facilities, reformulation of the company’s fluoropolymer dispersions, and new manufacturing processes for fluorotelomers products.  DuPont has developed technology that can reduce the PFOA content in fluoropolymer dispersions by 97 percent.  DuPont is offering the technology to fluoropolymer manufacturers globally on a royalty-free basis.  DuPont is in the process of launching low PFOA dispersion products.  In addition, the company announced an investment in new technology at its Pascagoula, Mississippi manufacturing site that will reduce PFOA in fluorotelomer products to trace levels.  The company expects products based on this new technology to be available in late 2006.

Based on health and toxicological studies conducted by the company and other researchers, DuPont believes the weight of evidence indicates that PFOA exposure does not pose a health risk to the general public.  To date no human health effects are known to be caused by PFOA, even in workers who have significantly higher exposure levels than the general population.  DuPont is conducting a two-phase employee health study on PFOA for more than 1,000 workers at its Washington Works site located near Parkersburg, WV.  Results from the first phase of this study indicate no association between exposure to PFOA and most of the health parameters that were measured.  The only potentially relevant association is a modest increase in some, but not all, lipid fractions, e.g., cholesterol, in some of the highest exposed workers.  It is unclear if this association is caused by PFOA exposure or is related to some other variable; therefore, DuPont is consulting with medical and other scientific experts to design and conduct appropriate follow-up testing.  The second phase is a mortality study that involves the examination of all causes of death in employees who worked at the Washington Works site during its more than fifty years of operation. DuPont expects that the mortality study will be completed during the third quarter of 2006.

DuPont has established reserves in connection with certain PFOA litigation matters.  See Note 10 to the interim Consolidated Financial Statements.

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Item 4.     CONTROLS AND PROCEDURES 

a)	Evaluation of Disclosure Controls and Procedures
	The company maintains a system of disclosure controls and procedures for financial reporting to give reasonable assurance that information required to be disclosed in the company’s reports submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. These controls and procedures also give reasonable assurance that information required to be disclosed in such reports is accumulated and communicated to management to allow timely decisions regarding required disclosures.
	As of June 30, 2006, the company’s Chief Executive Officer (CEO) and Chief Financial Officer (CFO), together with management, conducted an evaluation of the effectiveness of the company’s disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based on that evaluation, the CEO and CFO concluded that these disclosure controls and procedures are effective.
b)	Changes in Internal Control over Financial Reporting
	There has been no change in the company’s internal control over financial reporting that occurred during the quarter ended June 30, 2006 that has materially affected the company’s internal control over financial reporting.

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PART II.  OTHER INFORMATION

Item 1.     LEGAL PROCEEDINGS

BenlateÒ

Information related to this matter is included in Note 10 to the company’s interim Consolidated Financial Statements under the heading BenlateÒ.

PFOA:  U.S. Environmental Protection Agency (EPA) and Class Actions

Information related to this matter is included in Note 10 to the company’s interim Consolidated Financial Statements under the heading PFOA.

Elastomers Antitrust Matters

Information related to this matter is included in Note 10 to the company’s interim Consolidated Financial Statements under the heading Elastomers Antitrust Matters.

Environmental Proceedings

Acid Plants New Source Review Enforcement Action  

Information related to this proceeding is included on page 12, Item 3, to the company’s 2005 Annual Report on Form 10-K.

Chambers Works Plant, New Jersey

On January 3, 2006, DuPont’s Chambers Works plant in New Jersey received a draft Administrative Consent Order from the New Jersey Department of Environmental Protection (NJDEP) proposing a penalty of $180,400 for 16 incidents that occurred between November 2004 and October 2005 involving minor spills of product and wastes, and technical violations of the Resource, Conservation and Recovery Act (RCRA) permitting provisions. The NJDEP alleged that the foregoing are violations of the New Jersey Solid Waste Management Act and Spill Compensation and Control Act. The proposed penalty did not take into account DuPont’s actions to mitigate the potential impact of these events and substantial commitments to minimize discharges in the future. In June 2006, after negotiations with the NJDEP, the matter was settled for $105,000.

PFOA: West Virginia and Ohio Departments of Environmental Protection

Information related to this proceeding is included on page 12, Item 3, to the company’s 2005 Annual Report on Form 10-K.

Sabine River Works, Orange, Texas

On November 19, 2004 DuPont received a Notice of Enforcement Action (Notice) from the Texas Commission on Environmental Quality (TCEQ) regarding its Sabine River Works facility located in Orange, TX.  The Notice contains 45 allegations relating to reportable and non-reportable emission events from 2002 through 2004 and assesses an administrative penalty of $134,852.  DuPont has reached an agreement in principle with the TCEQ combining this enforcement action with other similar enforcement actions pending against the facility. The combined settlement would resolve air and water issues dating back to January 2001 for a total penalty of $176,000.

Gibson City, Illinois

Information related to this proceeding is included on page 12, Item 3, to the company’s 2005 Annual Report on Form 10-K.

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Item 1A.     RISK FACTORS

DuPont operates in markets that involve significant risks, many of which are beyond the company’s control.  Based on current information, the company believes that the following identifies the most significant risk factors that could affect its businesses.  However, the risks and uncertainties the company faces are not limited to those discussed below.  Additional risks and uncertainties not presently known to the company or that DuPont currently believes to be immaterial also could affect its businesses.  Past financial performance may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods.

Price increases for energy costs and raw materials could have a significant impact on the company’s ability to sustain and grow earnings.

The company’s manufacturing processes consume significant amounts of energy and hydrocarbon-based raw materials the costs of which primarily reflect market prices for oil and natural gas.  These prices are subject to worldwide supply and demand as well as other factors beyond the control of the company.  Significant variations in the cost of energy and raw materials affect the company’s operating results from period to period.  When possible, the company purchases raw materials through negotiated long-term contracts to minimize the impact of price fluctuations.  The company has taken actions to offset the effects of higher energy and raw material costs through selling price increases, productivity improvements and cost reduction programs.  Success in offsetting higher raw material costs with price increases is largely influenced by competitive and economic conditions and could vary significantly depending on the market served.  If the company is not able to fully offset the effects of higher energy and raw material costs, it could have a significant impact on the company’s financial results.

Failure to develop and market new products could impact the company’s competitive position and have an adverse affect on the company’s financial results.

The company’s operating results are largely dependent on its ability to renew its pipeline of new products and services and to bring those products and services to market.  This ability could be adversely affected by difficulties or delays in product development such as the inability to identify viable new products, successfully complete research and development, obtain relevant regulatory approvals, obtain intellectual property protection, or gain market acceptance of new products and services.  Because of the lengthy development process, technological challenges and intense competition, there can be no assurance that any of the products the company is currently developing, or could begin to develop in the future, will achieve substantial commercial success.  Sales of the company’s new products could replace sales of some of its current products, offsetting the benefit of even a successful product introduction.

The company’s results of operations could be adversely affected by litigation and other commitments and contingencies.

The company faces risks arising from various litigation matters unasserted and asserted, including but not limited to product liability claims, patent infringement claims and antitrust claims.  Various factors or developments can lead to changes in current estimates of liabilities such as a final adverse judgment, significant settlement or changes in applicable law.  A future adverse ruling or unfavorable development could result in future charges that could have a material adverse effect to the company.  An adverse outcome in any one or more of these matters could be material to the company’s Consolidated Financial Statements.  For further information see Part I, Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations subtitled “PFOA” and Note 10 to the company’s interim Consolidated Financial Statements.

In the ordinary course of business, the company may make certain commitments, including representations, warranties, indemnities and guarantees of third party obligations.  If the company were required to make payments as a result, they could exceed the amounts accrued, thereby adversely affecting the company’s results of operations.  For further information see Note 10 to the company’s interim Consolidated Financial Statements.

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The company’s operations are subject to extensive environmental laws and regulations.

The company’s operations are subject to various federal, state and international laws and regulations governing the environment, including the discharge of pollutants into the air and water and the management and disposal of hazardous substances.  The company could incur substantial costs, including cleanup costs, fines and civil or criminal sanctions, third-party property damage or personal injury claims.  The costs of complying with complex environmental laws and regulations, as well as internal voluntary programs, are significant and will continue to be so for the foreseeable future.  The ultimate costs under environmental laws and the timing of these costs are difficult to predict.  The company’s accruals for such costs and liabilities may not be adequate because the estimates on which the accruals are based depend on a number of factors including the nature of the allegation, the complexity of the site, site geology, the nature and extent of contamination, the type of remedy, the outcome of discussions with regulatory agencies and other Potentially Responsible Parties (PRPs) at multi-party sites, and the number of financial viability of other PRPs.  It is the company’s policy that all of its operations fully meet or exceed legal and regulatory requirements for protecting the environment.  For further information see Part II, Item 1 - Legal Proceedings, Note 9 to the company’s interim Consolidated Financial Statements and Part I, Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations entitled Environmental Matters.

The company’s ability to generate sales from genetically enhanced products, particularly seeds and other agricultural products, could be adversely affected by market acceptance, government policies, rules or regulations and competition.

The company is using biotechnology to create and improve products, particularly in its Agriculture & Nutrition segment.  Demand for these products could be affected by market acceptance of genetically modified products as well as governmental policies, laws and regulations that affect the development, manufacture and distribution of products, including the testing and planting of seeds containing biotechnology traits, and the import of crops grown from those seeds.

The company competes with major, global companies that have strong intellectual property estates supporting the use of biotechnology to enhance products, particularly in the agricultural products and production markets.  Speed in discovering and protecting new technologies, and bringing products based on them to market is a significant competitive advantage.  Failure to predict and respond effectively to this competition could cause the company’s existing or candidate products to become less competitive adversely affecting sales.

Changes in government policies and laws or worldwide economic conditions could adversely affect the company’s financial results.

Sales outside the U.S. constitute more than half of the company’s revenue.  The company anticipates that international sales will continue to represent a substantial portion of its total sales and that continued growth and profitability will require further international expansion.  The company’s financial results could be affected by changes in trade, monetary and fiscal policies, laws and regulations, or other activities of U.S. and non-U.S. governments, agencies and similar organizations.  These conditions include but are not limited to changes in a country’s or region’s economic or political conditions, trade regulations affecting production, pricing and marketing of products, local labor conditions and regulations, reduced protection of intellectual property rights in some countries, changes in the regulatory or legal environment, restrictions on currency exchange activities, burdensome taxes and tariffs and other trade barriers.  International risks and uncertainties, including changing social and economic conditions as well as terrorism, political hostilities and war, could lead to reduced international sales and reduced profitability associated with such sales.

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Economic factors, including inflation and fluctuations in currency exchange rates, interest rates, and commodity prices could affect the company’s financial results.

The company is exposed to fluctuations in currency exchange rates, interest rates and commodity prices.  Because the company has significant international operations, there are a large number of currency transactions that result from international sales, purchases, investments, and borrowings.  The company actively manages currency exposures that are associated with monetary asset positions, committed currency purchases and sales, and other assets and liabilities created in the normal course of business.  Failure to successfully manage these risks could have an adverse impact on the company’s financial position, results of operations and cash flows.

Business disruptions could seriously impact the company’s future revenue and financial condition and increase costs and expenses.

Business disruptions, including supply disruptions, increasing costs for energy, temporary plant and/or power outages, natural disasters and severe weather events, such as hurricanes, and pandemics, could seriously harm the company’s operations as well as the operations of its customers and supplies.  Although it is impossible to predict the occurrences or consequences of any such events, they could result in reduced demand for the company’s products, make it difficult or impossible for the company to deliver products to its customers or to receive raw materials from suppliers, create delays and inefficiencies in the supply chain and result in the need to impose employee travel restrictions.  The impact from business disruptions could significantly increase the cost of doing business or otherwise adversely impact the company’s financial performance.

Inability to protect and enforce the company’s intellectual property rights could adversely affect the company’s financial results.

Intellectual property rights are important to the company’s business.  The company attempts to protect its intellectual property rights in jurisdictions in which its products are produced or used and in jurisdictions into which its products are imported.  However, the company may be unable to obtain protection for its intellectual property in key jurisdictions.  The extent to which the company is unable to protect its intellectual property could have an adverse impact of its financial results.

The company is subject to information system security risks and systems integration issues that could disrupt the company’s internal operations.

The company is dependent upon technology for the distribution of information within the company and to customers and suppliers.  This information technology is vulnerable to damage or interruption from a variety of sources, including but not limited to computer viruses, security breach and defects in design.  There also could be system or network disruptions if new or upgraded business management systems are defective or are not installed properly.  Various measures have been implemented to manage the company’s risks related to information system and network disruptions, but a system failure or security breach could negatively impact the company’s operations and financial results.

Item 2.  UNREGISTERED SALES OF EQUTIY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

There were no purchases of the company’s common stock during the three months ended June 30, 2006.

Item 6.     EXHIBITS

The exhibit index filed with this Form 10-Q is on pages 41-43.

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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, thereunto duly authorized.

E. I. DU PONT DE NEMOURS AND COMPANY

(Registrant)

Date:                  August 4, 2006

By:                   /s/Jeffrey L. Keefer

Jeffrey L. Keefer

Executive Vice President - Chief Financial Officer

(As Duly Authorized Officer and

Principal Financial and Accounting Officer)

40

EXHIBIT INDEX

Exhibit Number	Description
3.1	Company’s Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the company’s Annual Report on Form 10-K for the year ended December 31, 2002).
3.2	Company’s Bylaws, as last revised January 1, 1999 (incorporated by reference to Exhibit 3.2 of the company’s Annual Report on Form 10-K for the year ended December 31, 2003).
4	The company agrees to provide the Commission, on request, copies of instruments defining the rights of holders of long-term debt of the company and its subsidiaries.
10.1*	The DuPont Stock Accumulation and Deferred Compensation Plan for Directors, as last amended effective January 1, 2006 (incorporated by reference to Exhibit 10.1 of the company’s Quarterly Report on Form 10-Q for the period ended March 31, 2006).
10.2*	Terms and conditions of time-vested restricted stock units to non-employee directors and the company’s Stock Accumulation and Deferred Compensation Plan (incorporated by reference to the company’s Quarterly Report on Form 10-Q for the period ended March 31, 2005).
10.3*	Company’s Supplemental Retirement Income Plan, as last amended effective June 4, 1996 (incorporated by reference to Exhibit 10.3 of the company’s Annual Report on Form 10-K for the year ended December 31, 2001).
10.4*	Company’s Pension Restoration Plan, as restated effective July 17, 2006 (incorporated by reference to Exhibit 99.1 of the company’s Current Report on Form 8-K filed on July 20, 2006).
10.5*	Company’s Rules for Lump Sum Payments adopted July 17, 2006 (incorporated by reference to Exhibit 99.2 of the company’s Current Report on Form 8-K filed on July 20, 2006)
10.6*	Company’s Stock Performance Plan, as last amended effective January 28, 1998 (incorporated by reference to Exhibit 10.4 of the company’s Quarterly Report on Form 10-Q for the period ended March 31, 2003).
10.7*	Terms and conditions of stock options granted in 2006 under the company’s Stock Performance Plan (incorporated by reference to Exhibit 10.6 of the company’s Quarterly Report on Form 10-Q for the period ended March 31, 2006).
10.8*	Terms and conditions of performance-based restricted stock units granted in 2006 under the company’s Stock Performance Plan (incorporated by reference to Exhibit 10.7 of the company’s Quarterly Report on Form 10-Q for the period ended March 31, 2006).
10.9*	Terms and conditions of time-vested restricted stock units granted in 2006 under the company’s Stock Performance Plan (incorporated by reference to Exhibit 10.9 of the company’s Quarterly Report on Form 10-Q for the period ended March 31, 2006).
10.10*	Company’s Variable Compensation Plan, as last amended effective April 30, 1997 (incorporated by reference to pages A1-A3 of the company’s Annual Meeting Proxy Statement dated March 21, 2002).
10.11*	Company’s Salary Deferral & Savings Restoration Plan, as last amended effective March 1, 2003 (incorporated by reference to Exhibit 10.6 of the company’s Quarterly Report on Form 10-Q for the period ended September 30, 2003).

41

EXHIBIT INDEX
(continued)

Exhibit
Number	Description
10.12*	Company’s Retirement Income Plan for Directors, as last amended August 1995 (incorporated by reference to Exhibit 10.7 of the company’s Annual Report on Form 10-K for the year ended December 31, 2002).
10.13*	Letter Agreement and Employee Agreement, dated as of July 30, 2004, as amended, between the company and R. R. Goodmanson (incorporated by reference to Exhibit 10.8 of the company’s Quarterly Report on Form 10-Q for the period ended June 30, 2004).
10.14	Company’s 1997 Corporate Sharing Plan, adopted by the Board of Directors on January 29, 1997 (incorporated by reference to Exhibit 10.9 of the company’s Annual Report on Form 10-K for the year ended December 31, 2001).
10.15	Company’s Bicentennial Corporate Sharing Plan, adopted by the Board of Directors on December 12, 2001 and effective January 9, 2002 (incorporated by reference to Exhibit 10.12 of the company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002).
10.16	Purchase Agreement by and among the company as Seller and the other Sellers Identified Therein and KED Fiber Ltd. and KED Fiber LLC as Buyers, dated as of November 16, 2003 (incorporated by reference to Exhibit 10.12 of the company’s Annual Report on Form 10-K for the year ended December 31, 2003). The company agrees to furnish supplementally a copy of any omitted schedule to the Commission upon request.
10.17	Amendment to the Purchase Agreement dated December 23, 2003, by and among the company as Seller and the Other Sellers Identified Therein and KED Fiber Ltd. and KED Fiber LLC as buyers (incorporated by reference to Exhibit 10.13 of the company’s Quarterly Report on Form 10-Q for the period ended March 31, 2004). The company agrees to furnish supplementally a copy of any omitted schedule to the Commission upon request.
10.18	Amendment to the Purchase Agreement dated April 7, 2004, by and among the company as Seller and the Other Sellers Identified Therein and KED Fiber Ltd. and KED Fiber LLC as buyers (incorporated by reference to Exhibit 10.14 of the company’s Quarterly Report on Form 10-Q for the period ended March 31, 2004). The company agrees to furnish supplementally a copy of any omitted schedule to the Commission upon request.
10.19	Amendment to the Purchase Agreement dated April 22, 2004, by and among the company as Seller and the Other Sellers Identified Therein and KED Fiber Ltd. and KED Fiber LLC as buyers (incorporated by reference to Exhibit 10.15 of the company’s Quarterly Report on Form 10-Q for the period ended June 30, 2004). The company agrees to furnish supplementally a copy of any omitted schedule to the Commission upon request.
10.20	Master Confirmation Agreement and the related Supplemental Confirmation dated as of October 24, 2005, between Goldman Sachs & Co. and the company relating to the company’s accelerated Stock repurchase program
10.21*	Letter agreement dated June 16, 2006 between the company and G. M. Pfeiffer. The company agrees to furnish supplementally a copy of any omitted attachment to the Commission upon request.

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EXHIBIT INDEX
(continued)

Exhibit
Number	Description
12	Computation of Ratio of Earnings to Fixed Charges.
31.1	Rule 13a-14(a)/15d-14(a) Certification of the company’s Principal Executive Officer.
31.2	Rule 13a-14(a)/15d-14(a) Certification of the company’s Principal Financial Officer.
32.1	Section 1350 Certification of the company’s Principal Executive Officer. The information contained in this Exhibit shall not be deemed filed with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the registrant under the Securities Act of 1933, as amended.
32.2	Section 1350 Certification of the company’s Principal Financial Officer. The information contained in this Exhibit shall not be deemed filed with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the registrant under the Securities Act of 1933, as amended.

*Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-Q.

43

EX-10.19

Exhibit 10.19

GOLDMAN SACHS & CO. | 85 BROAD STREET | NEW YORK, NEW YORK 10004 | TEL:  212-902-1000

Opening Transaction

To:	E.I. du Pont de Nemours and Company 1007 Market Street Wilmington, Delaware 19898
From:	Goldman, Sachs & Co.
Subject:	Accelerated Share Repurchase Transaction - VWAP Pricing
Ref. No:	As provided in each Supplemental Confirmation
Date:	October 24, 2005

This master confirmation (“Master Confirmation”) dated as of October 24, 2005, is intended to supplement the terms and provisions of certain Transactions (each, a “Transaction”) entered into from time to time between Goldman, Sachs & Co. (“GS&Co.”) and E.I. du Pont de Nemours and Company (“Counterparty”).  This Master Confirmation, taken alone, is neither a commitment by either party to enter into any Transaction nor evidence of a Transaction.  The terms of any particular Transaction shall be set forth in a Supplemental Confirmation in the form of Annex A hereto which references this Master Confirmation, in which event the terms and provisions of this Master Confirmation shall be deemed to be incorporated into and made a part of each such Supplemental Confirmation.  This Master Confirmation and each Supplemental Confirmation together shall constitute a “Confirmation” as referred to in the Agreement specified below.

The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Master Confirmation.  This Master Confirmation and each Supplemental Confirmation evidences a complete binding agreement between the Counterparty and GS&Co. as to the terms of each Transaction to which this Master Confirmation and the related Supplemental Confirmation relates.

All provisions contained in or incorporated by reference in the form of the 1992 ISDA Master Agreement (Multi-Currency Cross Border) (the “ISDA Form” or the “Agreement”) will govern this Master Confirmation and each Supplemental Confirmation except as expressly modified below.  This Master Confirmation and each Supplemental Confirmation, together with all other documents referring to the Agreement confirming Transactions entered into between GS&Co. and Counterparty (notwithstanding anything to the contrary in a Confirmation), shall supplement, form a part of, and be subject to the ISDA Form as if GS&Co. and Counterparty had executed the Agreement (but without any Schedule except for (i) the election of Loss and Second Method, New York law (without regard to the conflicts of law principles) as the governing law and US Dollars (“USD”) as the Termination Currency, (ii) the election that subparagraph (ii) of Section 2(c) will not apply to Transactions and (iii) the replacement of the word “third” in the last line of Section 5(a)(i) with the word “first”.

All provisions contained in the Agreement shall govern this Master Confirmation and the related Supplemental Confirmation relating to a Transaction except as expressly modified below or in the related Supplemental Confirmation.  With respect to any relevant Transaction, the Agreement, this Master Confirmation and the related Supplemental Confirmation shall represent the entire agreement and understanding of the parties with respect to the subject matter and terms of such Transaction and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

If, in relation to any Transaction to which this Master Confirmation and related Supplemental Confirmation relate, there is any inconsistency between the Agreement, this Master Confirmation, any Supplemental Confirmation and the Equity Definitions that are incorporated into any Supplemental Confirmation, the following

will prevail for purposes of such Transaction in the order of precedence indicated: (i) such Supplemental Confirmation; (ii) this Master Confirmation; (iii) the Agreement; and (iv) the Equity Definitions.

1.             Each Transaction constitutes a Share Forward Transaction for the purposes of the Equity Definitions.  Set forth below are the terms and conditions which, together with the terms and conditions set forth in each Supplemental Confirmation (in respect of each relevant Transaction), shall govern each such Transaction.

General Terms:

Trade Date:	For each Transaction, as set forth in the Supplemental Confirmation.
Seller:	Counterparty
Buyer:	GS&Co.
Shares:	Common Stock ($.30 par value) of Counterparty (Ticker: DD)
Number of Shares:	For each Transaction, as set forth in the Supplemental Confirmation.
Forward Price:	For each Transaction, as set forth in the Supplemental Confirmation.
Prepayment:	Not Applicable
Variable Obligation:	Not Applicable
Exchange:	New York Stock Exchange
Related Exchange(s):	All Exchanges
Market Disruption Event:	The definition of “Market Disruption Event” in Section 6.3(a) of the Equity Definitions is hereby amended by inserting the words “at any time on any Scheduled Trading Day during the Valuation Period or” after the word “material,” in the third line thereof.
Counterparty Additional Payment Amount:	For each Transaction, as set forth in the Supplemental Confirmation Counterparty shall pay the Counterparty Additional Payment Amount to GS&Co. on the third Exchange Business Day following the Trade Date.
Valuation:
Valuation Period:	Each Scheduled Trading Day during the period commencing on and including the third succeeding Scheduled Trading Day following the Trade Date, to and including the Valuation Date (but excluding any day(s) on which the Valuation Period is suspended in accordance with Section 6 herein and including any day(s) by which the Valuation Period is extended pursuant to the provision below).
	Notwithstanding anything to the contrary in the Equity Definitions, to the extent that any Scheduled Trading Day in the Valuation Period is a Disrupted Day, the Valuation Date

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	shall be postponed and the Calculation Agent in its sole discretion shall extend the Valuation Period and make adjustments to the weighting of each Relevant Price for purposes of determining the Settlement Price, with such adjustments based on, among other factors, the duration of any Market Disruption Event and the volume, historical trading patterns and price of the Shares. To the extent that there are 9 consecutive Disrupted Days during the Valuation Period, then notwithstanding the occurrence of a Disrupted Day, the Calculation Agent shall have the option in its sole discretion to either determine the Relevant Price using its good faith and commercially reasonable estimate of the value for the Share on such 9th consecutive day or elect to further extend the Valuation Period as it deems necessary.
Valuation Date:	For each Transaction, as set forth in the Supplemental Confirmation (as the same may be postponed in accordance with the provisions of “Valuation Period” and Section 6 herein).
Settlement Terms:
Settlement Currency:	USD (all amounts shall be converted to the Settlement Currency in good faith and in a commercially reasonable manner by the Calculation Agent).
Settlement Method Election:	Applicable; provided that Section 7.1 of the Equity Definitions is hereby amended by deleting the word “Physical” in the sixth line thereof and replacing it with the words “Net Share” and deleting the word “Physical” in the last line thereof and replacing it with word “Cash”.
Electing Party:	Counterparty
Settlement Method Election Date:	5 Scheduled Trading Days prior to the Valuation Date.
Default Settlement Method:	Cash Settlement
Forward Cash Settlement Amount:	An amount in the Settlement Currency equal to the product of (a) the Number of Shares multiplied by (b) an amount equal to (i) the Settlement Price minus (ii) the Forward Price.
Settlement Price:	The arithmetic mean of the Relevant Prices of the Shares for each Exchange Business Day in the Valuation Period.
Relevant Price:	The New York 10b-18 Volume Weighted Average Price per share of the Shares for the regular trading session (including any extensions thereof) of the Exchange on the related Exchange Business Day (without regard to pre-open or after hours trading outside of such regular trading session) as published by Bloomberg at 4:15 p.m. New York time on such date.

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Cash Settlement Payment Date:	3 Currency Business Days after the Valuation Date.
Counterparty’s Contact Details for Purpose of Giving Notice:
	Karen K. Meneely
	E.I. duPont de Nemours & Company
	1007 Market Street
	Wilmington DE 19898
	Telephone No.:	(302) 774-0564
	Facsimile No.:	(302) 773-1536
GS&Co.’s Contact Details for Purpose of Giving Notice:
	Telephone No.:	(212) 902-8996
	Facsimile No.:	(212) 902-0112
	Attention: Equity Operations: Options and Derivatives
	With a copy to:
	Tracey McCabe
	Equity Capital Markets
	One New York Plaza
	New York, NY 10004
	Telephone No.:	(212) 357-0428
	Facsimile No.:	(212) 346-3787
Counterparty Net Share Settlement:
Counterparty Net Share Settlement Procedures:	Counterparty Net Share Settlement shall be made in accordance with the procedures attached hereto as Annex B.
Net Share Settlement Price:	(a) in respect of any Share for which the Exchange is an auction or “open outcry” exchange that has a price as of the Valuation Time at which any trade can be submitted for execution, the Net Share Settlement Price shall be the price per Share as of the Valuation Time on the Net Share Valuation Date as reported in the official real-time price dissemination mechanism for such Exchange, (b) in respect of any Share for which the Exchange is a dealer exchange or dealer quotation system, the Net Share Settlement Price shall be the mid-point of the highest bid and lowest ask prices quoted as of the Valuation Time on the Net Share Valuation Date (or the last such prices quoted immediately before the Valuation Time) without regard to quotations that “lock” or “cross” the dealer exchange or dealer quotation system. In all cases the Net Share Settlement Price shall be reduced by the per Share amount of the underwriting discount and/or commissions agreed to pursuant to the equity underwriting agreement contemplated by the Net Share Settlement Procedures and (c) notwithstanding anything to the contrary in (b) above, where NASDAQ is the Exchange, the Net Share Settlement Price will be the NASDAQ Official Closing Price (NOCP) as of the Valuation Time on the Net Share Valuation Date as reported in the official price determination mechanism for the Exchange.

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Valuation Time:	As provided in Section 6.1 of the Equity Definitions; provided that Section 6.1 of the Equity Definitions is hereby amended by inserting the words “Net Share Valuation Date,” before the words “Valuation Date” in the first and third lines thereof.
Net Share Valuation Date:	The Exchange Business Day immediately following the Valuation Date.
Net Share Settlement Date:	The third Exchange Business Day immediately following the Valuation Date.
Reserved Shares:	For each Transaction, as set forth in the Supplemental Confirmation.
GS&Co. Net Share Settlement:
GS&Co. Net Share Settlement Procedures:	In the event that GS&Co. owes the Forward Cash Settlement Amount, settlement shall be made by delivery of the number of Shares equal in value to the Forward Cash Settlement Amount, with such value based on the Relevant Price per share further described below. In such event, on each succeeding Exchange Business Day after the Net Share Valuation Date, GS&Co. shall use good faith, commercially reasonable efforts to purchase up to the maximum amount of Shares each day in accordance with the provisions of Rule 10b-18 (2), (3) and (4), subject to any delays between the execution and reporting of a trade of the Shares on the Exchange and other circumstances beyond its reasonable control, until the sum of the products of the number of Shares purchased by GS&Co. multiplied by the price at which GS&Co. executes such purchases on the respective date of purchase equals the Forward Cash Settlement Amount. GS&Co. shall deliver all Shares purchased pursuant to this paragraph free of any contractual or other restriction in good transferable form on the third Exchange Business Day following the day on which GS&Co. completes all such purchases; or, if Counterparty so elects prior to the Net Share Valuation Date, GS&Co. will deliver all shares that are purchased on each succeeding Exchange Business Day after the Net Share Valuation Date on the third Exchange Business Day following the day of such purchase.
Share Adjustments:
Method of Adjustment:	Calculation Agent Adjustment
Extraordinary Events:
Consequences of Merger Events:
(a)  Share-for-Share:	Modified Calculation Agent Adjustment
(b)  Share-for-Other:	Cancellation and Payment on that portion of the Other Consideration that consists of cash; Modified Calculation Agent Adjustment on the remainder of the Other Consideration (subject to Section 8(b) herein).

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(c)  Share-for-Combined:	Component Adjustment
Determining Party:	GS&Co.
Tender Offer:	Applicable
Consequences of Tender Offers:
(a)  Share-for-Share:	Modified Calculation Agent Adjustment
(b)  Share-for-Other:	Cancellation and Payment on that portion of the Other Consideration that consists of cash; Modified Calculation Agent Adjustment on the remainder of the Other Consideration (subject to Section 8(b) herein).
(c)  Share-for-Combined:	Component Adjustment
Determining Party:	GS&Co.
Nationalization, Insolvency or Delisting:	Negotiated Close-out; provided that in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it shall also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, the American Stock Exchange or The NASDAQ National Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall be deemed to be the Exchange.
Additional Disruption Events:
(a)  Change in Law:	Applicable
(b)  Failure to Deliver:	Not Applicable
(c)  Insolvency Filing:	Applicable
(d)  Loss of Stock Borrow:	Applicable; furthermore Sections 12.9(a)(vii) and 12.9(b)(iv) of the Equity Definitions are amended by deleting the words “at a rate equal to or less than the Maximum Stock Loan Rate” and replacing them with “at a rate of return equal to or greater than zero”.
Hedging Party:	GS&Co.
Determining Party:	GS&Co.
Non-Reliance:	Applicable
Agreements and Acknowledgements Regarding Hedging Activities:	Applicable

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Additional Acknowledgements:	Applicable
Net Share Settlement following Extraordinary Event:	Counterparty shall have the right, in its sole discretion, to make any payment required to be made by it pursuant to Sections 12.7 or 12.9 of the Equity Definitions (except with respect to any portion of the consideration for the Shares consisting of cash in the event of a Merger Event or Tender Offer), or to cause GS&Co. to make any payment required by such sections, following the occurrence of an Extraordinary Event by electing to net share settle the Transactions under this Master Confirmation in accordance with the terms, and subject to the conditions, for Net Share Settlement or GS&Co. Net Share Settlement, as applicable, herein by giving written notice to GS&Co. of such election on the day that the notice fixing the date that the Transactions are terminated or cancelled, as the case may be (the “Cancellation Date”), pursuant to the applicable provisions of Section 12 of the Equity Definitions is effective. If Counterparty elects net share settlement: (a) the Net Share Valuation Date shall be the date specified in the notice fixing the date that the Transactions are terminated or cancelled, as the case may be; provided that the Net Share Valuation Date shall be either the Exchange Business Day that such notice is effective or the first Exchange Business Day immediately following the Exchange Business Day that such notice is effective, (b) the Net Share Settlement Date shall be deemed to be the Exchange Business Day immediately following the Cancellation Date and (c) all references to the Forward Cash Settlement Amount in Annex B hereto shall be deemed to be references to the Cancellation Amount.
Net Share Settlement Upon Early Termination:	Counterparty shall have the right, in its sole discretion, to make any payment required to be made by it (the “Early Termination Amount”) pursuant to Sections 6(d) and 6(e) of the Agreement, or to cause GS&Co. to make any payment required by such sections, following the occurrence of an Early Termination Date in respect of the Agreement by electing to net share settle all the Transactions under this Master Confirmation in accordance with the terms, and subject to the conditions, for Counterparty Net Share Settlement or GS&Co. Net Share Settlement, as applicable, herein by giving written notice to GS&Co. of such election on the day that the notice fixing an Early Termination Date is effective. If Counterparty elects net share settlement: (a) the Net Share Valuation Date shall be the date specified in the notice fixing an Early Termination Date; provided that the Net Share Valuation Date shall be either the Exchange Business Day that such notice is effective or the first Exchange Business Day immediately following the Exchange Business Day that such notice is effective, (b) the Net Share Settlement Date shall be deemed to be the Exchange Business Day immediately following the Early Termination Date and (c) all references to Forward Cash Settlement Amount in Annex B hereto shall be deemed references to the Early Termination Amount.

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Transfer:	Notwithstanding anything to the contrary in the Agreement, GS&Co. may assign, transfer and set over all rights, title and interest, powers, privileges and remedies of GS&Co. under any Transaction, in whole to an affiliate of GS&Co. that is guaranteed by The Goldman Sachs Group, Inc. without the consent of Counterparty.
GS&Co. Payment Instructions:	Chase Manhattan Bank New York
	For A/C Goldman, Sachs & Co.
	A/C # 930-1-011483
	ABA:  021-000021
Counterparty Payment Instructions:	To be provided by Counterparty

2.             Calculation Agent:               GS&Co.

3.             Representations, Warranties and Covenants of GS&Co. and Counterparty.

(a)           Each party represents and warrants that it (i) is an “eligible contract participant”, as defined in the U.S. Commodity Exchange Act, as amended and (ii) is entering into each Transaction hereunder as principal (and not as agent or in any other capacity, fiduciary or otherwise) and not for the benefit of any third party.

(b)           Each party acknowledges that the offer and sale of each Transaction to it is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section 4(2) thereof and the provisions of Regulation D promulgated thereunder (“Regulation D”).  Accordingly, each party represents and warrants to the other that (i) it has the financial ability to bear the economic risk of its investment in each Transaction and is able to bear a total loss of its investment, (ii) it is an “accredited investor” as that term is defined under Regulation D, (iii) it will purchase each Transaction for investment and not with a view to the distribution or resale thereof, and (iv) the disposition of each Transaction is restricted under this Master Confirmation and each Supplemental Confirmation, the Securities Act and state securities laws.

4.             Additional Representations, Warranties and Covenants of GS&Co.

GS&Co. hereby represents, warrants and covenants to Counterparty that:

(a)           during all relevant times beginning on the third succeeding Scheduled Trading Day following the Trade Date through and including the Valuation Date, to the extent that it purchases any Shares in connection with its Hedge Positions, it shall use good faith, commercially reasonable efforts to comply with the provisions of Rule 10b-18(b)(2), (3) and (4) of the Exchange Act as if those sections applied to GS&Co., taking into account any applicable Securities and Exchange Commission no-action letters as appropriate and subject to any delays between the execution and reporting of a trade of the Shares on the Exchange and other circumstances beyond its reasonable control; and

(b)           it shall purchase an amount of Shares no greater than the Daily Reference Shares (as specified in the related Supplemental Confirmation) on each Exchange Business Day during the Valuation Period.

5.             Additional Representations, Warranties and Covenants of Counterparty.

As of (i) the date hereof and (ii) the Trade Date, Counterparty represents, warrants and covenants to GS&Co. that:

(a)           the purchase or writing of each Transaction will not violate Rule 13e-1 or Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

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(b)           is not entering into any Transaction on the basis of, and is not aware of, any material non-public information with respect to the Shares or in anticipation of, in connection with, or to facilitate, a distribution of its securities, a self tender offer or a third-party tender offer;

(c)           Counterparty is in compliance with its reporting obligations under the Exchange Act and its most recent Annual Report on Form 10-K, together with all reports subsequently filed by it pursuant to the Exchange Act, taken together and as amended and supplemented to the date of this representation, do not, as of their respective filing dates, contain any untrue statement of a material fact or omit any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading;

(d)           With respect to the first Transaction under this Master Confirmation, the Counterparty’s Board of Directors has approved the Transaction and Counterparty shall disclose such Transaction program to the public on or prior to the morning after the Trade Date and with respect to other Transactions, such Transactions are being entered into pursuant to publicly disclosed Share buy-back programs and Counterparty’s Board of Directors has approved such programs;

(e)           notwithstanding the generality of Section 13.1 of the Equity Definitions, GS&Co. is not making any representations or warranties with respect to the treatment of any Transaction under FASB Statements 149 or 150, EITF 00-19 (or any successor issue statements) or under FASB’s Liabilities & Equity Project;

(f)            it will not take any action or refrain from taking any action that would limit or in any way adversely affect GS&Co.’s rights under the Agreement;

(g)           it has not, and during any Valuation Period (as extended pursuant to the provisions of Section 6 and “Valuation Period” herein) will not, enter into agreements similar to the Transactions described herein where the valuation period in such other transaction will overlap at any time (including as a result of extensions in such valuation period as provided in the relevant agreements) with any Valuation Period (as extended pursuant to the provisions of Section 6 and “Valuation Period” herein) under this Master Confirmation.  In the event that the valuation period in any other similar transaction overlaps with any Valuation Period under this Master Confirmation as a result of any extension made pursuant to the provisions of Section 6 and “Valuation Period” herein, Counterparty shall promptly amend such transaction to avoid any such overlap;

(h)           during the Valuation Period (as extended or suspended pursuant to the provisions of Section 6 and “Valuation Period” herein) the Shares or securities that are convertible into, or exchangeable or exercisable for Shares are not subject to a “restricted period” as such term is defined in Regulation M promulgated under the Exchange Act (“Regulation M”), provided that to the extent Counterparty has notified GS&Co. of such event pursuant to Section 6(a), GS&Co. shall not have the right to declare an Event of Default under the Agreement for such event; and

(i)            it shall report each Transaction as required under Regulation S-K and/or Regulation S-B under the Exchange Act, as applicable.

6.             Suspension of Valuation Period

(a)           If Counterparty concludes that it will be engaged in a distribution of the Shares for purposes of Regulation M, Counterparty agrees that it will, on one Scheduled Trading Day’s written notice, direct GS&Co. not to purchase Shares in connection with hedging any Transaction during the “restricted period” (as defined in Regulation M).  If on any Scheduled Trading Day Counterparty delivers written notice (and confirms by telephone) by 8:30 a.m. New York Time (the “Notification Time”) then such notice shall be effective to suspend the Valuation Period  as of such Notification Time.  In the event that Counterparty delivers notice and/or confirms by telephone after the Notification Time, then the Valuation Period shall be suspended effective as of 8:30 a.m. New York Time on the following Scheduled Trading Day or as otherwise required by law or agreed between Counterparty and GS&Co.  The Valuation Period shall be suspended and the Valuation Date extended for each Scheduled Trading Day in such restricted period.

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(b)           In the event that GS&Co. concludes, in its sole discretion, that it is appropriate with respect to any legal, regulatory or self-regulatory requirements or related policies and procedures (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by GS&Co.), for it to refrain from purchasing Shares on any Scheduled Trading Day during the Valuation Period, GS&Co. may by written notice to Counterparty elect to suspend the Valuation Period  for such number of Scheduled Trading Days as is specified in the notice.  The notice shall not specify, and GS&Co. shall not otherwise communicate to Counterparty, the reason for GS&Co.’s election to suspend the Valuation Period.  The Valuation Period shall be suspended and the Valuation Date extended for each Scheduled Trading Day occurring during any such suspension.

(c)           On one occasion and upon written notice to GS&Co. prior to 8:30 a.m. New York time on any Scheduled Trading Day during the Valuation Period, Counterparty may elect to suspend the Valuation Period for such number of Scheduled Trading Days as is specified in the notice up to a maximum of 60 calendar days.  The notice shall not specify, and Counterparty shall not otherwise communicate to GS&Co., the reason for Counterparty’s election to suspend the Valuation Period.  The Valuation Period shall be suspended and the Valuation Date extended for each Scheduled Trading Day occurring during any such suspension.

(d)           In the event that the Valuation Period is suspended pursuant to Sections 5(a),(b) or (c) above during the regular trading session on the Exchange then the Calculation Agent in its sole discretion shall, in calculating the Forward Cash Settlement Amount, extend the Valuation Period and make adjustments to the weighting of each Relevant Price for purposes of determining the Settlement Price, with such adjustments based on, among other factors, the duration of any such suspension and the volume, historical trading patterns and price of the Shares.

7.             Counterparty Purchases.  Counterparty represents, warrants and covenants to GS&Co. that for each Transaction:

(a)           Counterparty (or any “affiliated purchaser” as defined in Rule 10b-18 under the Exchange Act (“Rule 10b-18”)) shall not, without the prior written consent of GS&Co., purchase any Shares, listed contracts on the Shares or securities that are convertible into, or exchangeable or exercisable for Shares (including, without limitation, any Rule 10b-18 purchases of blocks (as defined in Rule 10b-18)) during any Valuation Period  (as extended pursuant to the provisions of Section 6 and “Valuation Period” herein), other than purchases made during a suspension of the Valuation Period pursuant to Section 6(c) above in connection with a Tender Offer solicited by Counterparty.  During this time, any such purchases by Counterparty shall be made through GS&Co., or if not through GS&Co., with the prior written consent of GS&Co., and in compliance with Rule 10b-18 or otherwise in a manner that Counterparty and GS&Co. believe is in compliance with applicable requirements.  Any such purchase by Counterparty shall be disregarded for purposes of determining the Forward Cash Settlement Amount.  To the extent that Counterparty makes any such purchase other than through GS&Co., or other than in connection with any Transaction, Counterparty hereby represents and warrants to GS&Co. that (a) it will not take other action that would or could cause GS&Co.’s purchases of the Shares during the Valuation Period not to comply with Rule 10b-18 and (b) any such purchases will not otherwise constitute a violation of Section 9(a) or Rule 10(b) of the Exchange Act.  This subparagraph (a) shall not restrict any purchases by Counterparty of Shares effected during any suspension of any Valuation Period in accordance with Section 6 herein and any purchases during such suspension shall be disregarded in calculating the Forward Cash Settlement Amount; and

(b)           Counterparty is entering into this Master Confirmation and each Transaction hereunder in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”).  It is the intent of the parties that each Transaction entered into under this Master Confirmation comply with the requirements of Rule 10b5-1(c)(1)(i)(A) and (B) and each Transaction entered into under this Master Confirmation shall be interpreted to comply with the requirements of Rule 10b5-1(c).  Counterparty will not seek to control or influence GS&Co. to make “purchases or sales” (within the meaning of Rule 10b5-1(c)(1)(i)(B)(3)) under any Transaction entered into under this Master Confirmation, including, without limitation, GS&Co.’s decision to enter into any hedging transactions.  Counterparty represents and warrants that it has consulted with its own advisors as to the legal aspects of its adoption and implementation of this Master Confirmation and each Supplemental Confirmation under Rule 10b5-1.

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8.             Additional Termination Events.  Additional Termination Event will apply.  The following will constitute Additional Termination Events, in each case with Counterparty as the sole Affected Party:

(a)           Notwithstanding anything to the contrary in the Equity Definitions, the occurrence of a Nationalization, Insolvency or a Delisting (in each case effective on the Announcement Date as determined by the Calculation Agent);

(b)           Notwithstanding anything to the contrary in the Equity Definitions, the occurrence of a Merger Event (effective on the Merger Date) or a Tender Offer (effective on the Tender Offer Date) in respect of which any Other Consideration received for the Shares does not consist of cash.  For the avoidance of doubt, in the event that any portion of the consideration received for the Shares consists of cash or New Shares, this Additional Termination Event shall only apply with respect to all or any Transaction(s) (or portions thereof) remaining after giving effect to the provisions in “Consequences of Merger Events” or “Consequences of Tender Offers”, as the case may be, above; or

(c)           Notwithstanding anything to the contrary in the Equity Definitions, a day which is five Business Days prior the related record date for any Extraordinary Dividend declared by the Issuer.  Notwithstanding anything in the Agreement, any subsequent notice of an Early Termination Date under 6(b)(i) of the Agreement for an Additional Termination Event declared pursuant to this Section 8(c) shall designate the date of the occurrence of this Additional Termination Event as the Early Termination Date and any valuations made pursuant to 6(e) of the Agreement shall be made as of such date.

9.             Automatic Termination Provisions.  Notwithstanding anything to the contrary in Section 6 of the Agreement:

(a)     An Additional Termination Event with Counterparty as the sole Affected Party will automatically occur without any notice or action by GS&Co. or Counterparty if the price of the Shares on the Exchange at any time falls below the Termination Price (as specified in the related Supplemental Confirmation) provided that (for the avoidance of doubt only) such Additional Termination Event shall be an Additional Termination Event only with respect to the Transaction documented in such related Supplemental Confirmation.  The Exchange Business Day that the price of the Shares on the Exchange at any time falls below the Termination Price will be the “Early Termination Date” for purposes of the Agreement.

(b)          Notwithstanding anything to the contrary in Section 6(d) of the Agreement, following the occurrence of such an Additional Termination Event, GS&Co. will notify Counterparty of the amount owing under Section 6(e) of the Agreement within a commercially reasonable time period (with such period based upon the amount of time, determined by GS&Co. (or any of its Affiliates) in its sole discretion, that it would take to unwind any of its Hedge Position(s) related to the Transaction in a commercially reasonable manner based on relevant market indicia).  For purposes of the “Net Share Settlement Upon Early Termination” provisions herein, (i) the date that such notice is effective (the “Notice Date”) shall constitute the “Net Share Valuation Date”, (ii) the Exchange Business Day immediately following the Notice Date shall be the Net Share Settlement Date and (iii) all references to the Forward Cash Settlement Amount in Annex B hereto shall be deemed to be the Early Termination Amount.

10.          Special Provisions for Merger Events.  Notwithstanding anything to the contrary herein or in the Equity Definitions, to the extent that an Announcement Date for a potential Merger Transaction occurs during any Valuation Period:

(a)           Promptly after request from GS&Co., Counterparty shall provide GS&Co. with written notice specifying (i) Counterparty’s average daily Rule 10b-18 Purchases (as defined in Rule 10b-18) during the three full calendar months immediately preceding the Announcement Date that were not effected through GS&Co. or its affiliates and (ii) the number of Shares purchased pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act for the three full calendar months preceding the Announcement Date.  Such written notice shall be deemed to be a certification by Counterparty to GS&Co. that such information is true and correct.  Counterparty understands that GS&Co. will use this information in calculating the trading volume for purposes of Rule 10b-18; and

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(b)           GS&Co. in its sole discretion may (i) make adjustments to the terms of any Transaction, including, without limitation, the Valuation Date, the Counterparty Additional Payment Amount and the Number of Shares to account for the number of Shares that could be purchased on each day during the Valuation Period in compliance with Rule 10b-18 following the Announcement Date or (ii) treat the occurrence of the Announcement Date as an Additional Termination Event with Counterparty as the sole Affected Party.

“Merger Transaction” means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

11.           Special Calculation and Settlement Following Early Termination and Extraordinary Events.  Notwithstanding anything to the contrary in this Master Confirmation or any Supplemental Confirmation hereunder, in the event that an Extraordinary Event under Article 12 of the Equity Definitions occurs or an Early Termination Date occurs or is designated with respect to any Transaction (each an “Affected Transaction”), then:

(a)           GS&Co.and Counterparty may agree to have Counterparty deliver the Number of Early Settlement Shares to GS&Co. on the date that notice designating such event is effective and either GS&Co. shall pay to Counterparty the Special Termination Amount, if positive, or Counterparty shall pay to GS&Co. the absolute value of the Special Termination Amount, if negative.  To the extent that Counterparty elects to deliver Shares to GS&Co. accompanied by an effective Registration Statement (satisfactory to GS&Co. in its sole discretion) covering such Shares, Counterparty must be in compliance with the conditions specified in (iii) though (ix) in Annex B hereto at the time of such delivery.  If Counterparty elects to deliver Unregistered Shares (as defined in Annex B) to GS&Co., Counterparty and GS&Co. will negotiate in good faith on acceptable procedures and documentation relating to the sale of such Unregistered Shares.  Counterparty and GS&Co. agree that the payment of the Special Termination Amount and the delivery of the Number of Early Settlement Shares satisfies in full any obligation of a party to make any payments pursuant to Section 6(e) of the Agreement or Article 12 of the Equity Definitions, as the case may be.

“Number of Early Settlement Shares” means with respect to each Affected Transaction under this Master Confirmation and for any date of determination, a number of Shares equal to (i) the related Number of Shares minus (ii) the product of (y) the related Number of Shares multiplied by the quotient of (a) the number of Exchange Business Days that have actually occurred in the Valuation Period prior to such date of determination divided by (b) the number of Scheduled Trading Days in the Valuation Period as of the Trade Date.

12.           “Special Termination Amount” means the sum of (a) the product of (i) the Number of Early Settlement Shares multiplied by (ii) a per Share price (the “Early Termination Price”) determined by GS&Co. in a good faith and commercially reasonable manner based on relevant market indicia, including GS&Co.’s funding costs associated with Early Settlement Shares and costs incurred or estimated to be incurred by GS&Co. in connection with the purchase and sale of Shares in order to close out GS&Co.’s or any of its Affiliates’ Hedge Positions with respect to each Affected Transaction and, in the event that Counterparty delivers Unregistered Shares to GS&Co., whether GS&Co. and Counterparty have agreed on acceptable procedures and documentation relating to such Unregistered Shares as described above and (b) any amount owing under Section 6(e) of the Agreement or pursuant to Article 12 of the Equity Definitions, as the case may be, (in each case without duplicating any amounts calculated under clause (a) above) by GS&Co. to Counterparty (expressed as a positive number) or by Counterparty to GS&Co. (expressed as a negative number).  For the avoidance of doubt, clause (b) above includes amounts due in respect of the portion of the Transaction equal to the Number of Shares minus the Number of Early Settlement Shares;

(a)           GS&Co.and Counterparty may agree to permit GS&Co. to accelerate the Valuation Date in its good faith commercially reasonable discretion and make adjustments to the number of Daily Reference Shares and the weighting of each Relevant Price for purposes of determining the Settlement Price, with such adjustments based on, among other things, the shortened duration of the Valuation Period and the Number of Early Settlement Shares then outstanding as of such date of determination; or

(b)           Counterparty may request that GS&Co. submit to Counterparty a proposed risk offer price per Share for the Number of Early Settlement Shares as of the date of such request.  In the event Counterparty agrees with the terms of such proposed risk offer price, GS&Co. shall determine the amount due upon the

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occurrence or designation of an Early Termination Date or upon the occurrence of an event under Article 12 of the Equity Definitions in accordance with the method set forth in “Special Termination Amount” herein; provided that for purposes of such calculation, the “Early Termination Price” shall equal (i) the proposed risk offer price accepted by Counterparty minus (ii) the Forward Price.

To the extent GS&Co. and Counterparty are unable to agree on such method of determination with respect to an Affected Transaction pursuant to clauses (a), (b), or (c) above, GS&Co. and Counterparty agree to use Section 6(e) of the Agreement or Article 12 of the Equity Definitions as the method for calculating any amounts owed by either party in the event an Early Termination Date occurs or is designated or an Extraordinary Event under Article 12 of the Equity Definitions occurs.

13.   Acknowledgments.  The parties hereto intend for:

(a)           Each Transaction to be a “securities contract” as defined in Section 741(7) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”), a “swap agreement” as defined in Section 101(53B) of the Bankruptcy Code, or a “forward contract” as defined in Section 101(25) of the Bankruptcy Code, and the parties hereto to be entitled to the protections afforded by, among other Sections, Sections 362(b)(6), 362(b)(17), 555, 556, and 560 of the Bankruptcy Code;

(b)           A party’s right to liquidate or terminate any Transaction, net out or offset termination values of payment amounts, and to exercise any other remedies upon the occurrence of any Event of Default under the Agreement with respect to the other party to constitute a “contractual right” (as defined in the Bankruptcy Code);

(c)           Any cash, securities or other property transferred as performance assurance, credit support or collateral with respect to each Transaction to constitute “margin payments” (as defined in the Bankruptcy Code); and

(d)           All payments for, under or in connection with each Transaction, all payments for the Shares and the transfer of such Shares to constitute “settlement payments” and “transfers” (as defined in the Bankruptcy Code).

14.           Calculations on Early Termination and Set-Off.

(a)           Notwithstanding anything to the contrary in the Agreement (including the amendment pursuant to Section 13(b) below) or the Equity Definitions, the calculation of any Settlement Amounts, Unpaid Amounts and amounts owed in respect of cancelled Transactions under Article 12 of the Equity Definitions shall be calculated separately for (A) all Terminated Transactions (it being understood that such term for the purposes of this paragraph includes cancelled Transactions under Article 12 of the Equity Definitions) in the Shares of the Issuer that qualify as equity under applicable accounting rules (collectively, the “Equity Shares”) as determined by the Calculation Agent and (B) all other Terminated Transactions under the Agreement including, without limitation, Transactions in Shares other than those of the Issuer (collectively, the “Other Shares”) and the netting and set-off provisions of the Agreement shall only operate to provide netting and set-off (i) among Terminated Transactions in the Equity Shares and (ii) among Terminated Transactions in the Other Shares.  In no event shall the netting and set-off provisions of the Agreement operate to permit netting and set-off between Terminated Transactions in the Equity Shares and Terminated Transactions in the Other Shares.

(b)           The parties agree to amend Section 6 of the Agreement by adding a new Section 6(f) thereto as follows:

“(f)  Upon the occurrence of an Event of Default or Termination Event with respect to a party who is the Defaulting Party or the Affected Party (“X”), the other party (“Y”) will have the right (but not be obliged) without prior notice to X or any other person to set-off or apply any obligation of X owed to Y (whether or not matured or contingent and whether or not arising under the Agreement, and regardless of the currency, place of payment or booking office

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of the obligation) against any obligation of Y owed to X (whether or not matured or contingent and whether or not arising under the Agreement, and regardless of the currency, place of payment or booking office of the obligation).  Y will give notice to the other party of any set-off effected under this Section 6(f).

Amounts (or the relevant portion of such amounts) subject to set-off may be converted by Y into the Termination Currency at the rate of exchange at which such party would be able, acting in a reasonable manner and in good faith, to purchase the relevant amount of such currency.  If any obligation is unascertained, Y may in good faith estimate that obligation and set-off in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained.  Nothing in this Section 6(f) shall be effective to create a charge or other security interest.  This Section 6(f) shall be without prejudice and in addition to any right of set-off, combination of accounts, lien or other right to which any party is at any time otherwise entitled (whether by operation of law, contract or otherwise).”

15.           Payment Date Upon Early Termination.  Notwithstanding anything to the contrary in Section 6(d)(ii) of the Agreement, all amounts calculated as being due in respect of an Early Termination Date under Section 6(e) of the Agreement will be payable on the day that notice of the amount payable is effective (subject to any extension as a result of Counterparty’s election to have either party net share settle any payment due by such party pursuant “Net Share Settlement Upon Early Termination” herein).

16.           Governing Law.  The Agreement, this Master Confirmation and each Supplemental Confirmation and all matters arising in connection with the Agreement, this Master Confirmation and each Supplemental Confirmation shall be governed by, and construed and enforced in accordance with, the law of the State of New York without reference to its choice of law doctrine.

17.           Offices.

(a)           The Office of GS&Co. for each Transaction is:  One New York Plaza, New York, New York 10004.

(b)           The Office of Counterparty for each Transaction is:  E.I. du Pont de Nemours and Company, 1007 Market Street, Wilmington, Delaware 19898.

18.          Arbitration.

(a)           All parties to this Confirmation are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed.

(b)           Arbitration awards are generally final and binding; a party’s ability to have a court reverse or modify an arbitration award is very limited.

(c)           The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.

(d)           The arbitrators do not have to explain the reason(s) for their award.

(e)           The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry, unless Counterparty is a member of the organization sponsoring the arbitration facility, in which case all arbitrators may be affiliated with the securities industry.

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(f)            The rules of some arbitration forums may impose time limits for bringing a claim in arbitration.  In some cases, a claim that is ineligible for arbitration may be brought in court.

(g)           The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this Confirmation.

(h)           Counterparty agrees that any and all controversies that may arise between Counterparty and GS & Co., including, but not limited to, those arising out of or relating to the Agreement or any Transaction hereunder, shall be determined by arbitration conducted before The New York Stock Exchange, Inc. (“NYSE”) or NASD Dispute Resolution (“NASD-DR”), or, if the NYSE and NASD-DR decline to hear the matter, before the American Arbitration Association, in accordance with their arbitration rules then in force.  The award of the arbitrator shall be final, and judgment upon the award rendered may be entered in any court, state or federal, having jurisdiction.

(i)            No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; (ii) the class is decertified; or (iii) Counterparty is excluded from the class by the court.

(j)            Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Confirmation except to the extent stated herein.

19.   Counterparty hereby agrees (a) to check this Master Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by GS&Co.) correctly sets forth the terms of the agreement between GS&Co. and Counterparty with respect to any Transaction, by manually signing this Master Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to Equity Derivatives Documentation Department, facsimile No. 212-428-1980/83.

		Yours sincerely,
		GOLDMAN, SACHS & CO.
			By:	/s/ Sharon Siebold
				Authorized Signatory
Agreed and Accepted By:
E.I. DU PONT DE NEMOURS AND COMPANY
By:	/s/ John P. Jessup
	Name: John P. Jessup
	Title: Vice President & Treasurer

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ANNEX A

SUPPLEMENTAL CONFIRMATION

To:	E.I. du Pont de Nemours and Company 1007 Market Street Wilmington, Delaware 19898
From:	Goldman, Sachs & Co.
Subject:	Accelerated Share Repurchase Transaction — VWAP Pricing
Ref. No:	EN51KV000000000
Date:	October 24, 2005

The purpose of this Supplemental Confirmation is to confirm the terms and conditions of the Transaction entered into between Goldman, Sachs & Co. (“GS&Co.”) and E.I. du Pont de Nemours and Company (“Counterparty”) (together, the “Contracting Parties”) on the Trade Date specified below.  This Supplemental Confirmation is a binding contract between GS&Co. and Counterparty as of the relevant Trade Date for the Transaction referenced below.

The definitions and provisions contained in the Master Confirmation specified below are incorporated into this Supplemental Confirmation.  In the event of any inconsistency between those definitions and provisions and this Supplemental Confirmation, this Supplemental Confirmation will govern.

1.             This Supplemental Confirmation supplements, forms part of, and is subject to the Master Confirmation dated as of October 24, 2005 (the “Master Confirmation”) between the Contracting Parties, as amended and supplemented from time to time.  All provisions contained in the Master Confirmation govern this Supplemental Confirmation except as expressly modified below.

2.             The terms of the Transaction to which this Supplemental Confirmation relates are as follows:

Trade Date:	October 24, 2005. In a related transaction Counterparty agreed to purchase a number of Shares equal to the Number of Shares from GS&Co. on the Trade Date at the Forward Price per Share.
Forward Price:	USD 39.62 per Share
Valuation Date:	July 27, 2006
Number of Shares:	75,719,334 Shares
Daily Reference Shares:	Initially 402,763; as may be adjusted pursuant to the terms of the Master Confirmation.
Termination Price:	$10 per Share
Reserved Shares:	75,000,000 Shares
Counterparty Additional Payment Amount:	USD 25,485,340.21

3.             Counterparty represents and warrants to GS&Co. that neither it (nor any “affiliated purchaser” as defined in Rule 10b-18 under the Exchange Act) have made any purchases of blocks pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act during the four full calendar weeks immediately preceding the Trade Date.

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Counterparty hereby agrees (a) to check this Supplemental Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by GS&Co.) correctly sets forth the terms of the agreement between GS&Co. and Counterparty with respect to this Transaction, by manually signing this Supplemental Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy to Equity Derivatives Documentation Department, facsimile No. 212-428-1980/83.

Yours sincerely, GOLDMAN, SACHS & CO.
	By:	/s/ Sharon Siebold
		Authorized Signatory

Agreed and Accepted By: E.I. DU PONT DE NEMOURS AND COMPANY
By:	/s/ John P. Jessup
	Name: John P. Jessup
	Title: Vice President & Treasurer

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ANNEX B

NET SHARE SETTLEMENT PROCEDURES

The following Net Share Settlement Procedures shall apply to the extent that Counterparty elects Counterparty Net Share Settlement in accordance with the Master Confirmation:

Net Share Settlement shall be made by delivery of the number of Shares equal in value to the Forward Cash Settlement Amount (the “Settlement Shares”), with such Shares’ value based on the Net Share Settlement Price.  Delivery of such Settlement Shares shall be made free of any contractual or other restrictions in good transferable form on the Net Share Settlement Date with Counterparty (i) representing and warranting to GS&Co. at the time of such delivery that it has good, valid and marketable title or right to sell and transfer all such Shares to GS&Co. under the terms of the related Transaction free of any lien charge, claim or other encumbrance and (ii) making the representations and agreements contained in Section 9.11(ii) through (iv) of the Equity Definitions to GS&Co. with respect to the Settlement Shares.  GS&Co. or any affiliate of GS&Co. designated by GS&Co. (GS&Co. or such affiliate, “GS”) shall resell the Settlement Shares during a period (the “Resale Period”) commencing no earlier than the Net Share Valuation Date.  The Resale Period shall end on the Exchange Business Day on which GS completes the sale of all Settlement Shares or a sufficient number of Settlement Shares so that the realized net proceeds of such sales exceed the Forward Cash Settlement Amount, provided that such Resale Period shall not exceed the date that is 6 months after the Net Share Valuation Date.  Notwithstanding the foregoing, if resale by GS of the Settlement Shares, as determined by GS in its sole discretion (i) occurs during a distribution for purposes of Regulation M, and if GS would be subject to the restrictions of Rule 101 of Regulation M in connection with such distribution, the Resale Period will be postponed or tolled, as the case may be, until the Exchange Business Day immediately following the end of any “restricted period” as such term is defined in Regulation M with respect to such distribution under Regulation M or (ii) conflicts with any legal, regulatory or self-regulatory requirements or related policies and procedures applicable to GS (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by GS), the Resale Period will be postponed or tolled, as the case may be, until such conflict is no longer applicable.  During the Resale Period, if the realized net proceeds from the resale of the Settlement Shares exceed the Forward Cash Settlement Amount, GS shall refund such excess in cash to Counterparty by the close of business on the third Exchange Business Day immediately following the last day of the Resale Period.  If the Forward Cash Settlement Amount exceeds the realized net proceeds from such resale, Counterparty shall transfer to GS by the open of the regular trading session on the Exchange on the third Scheduled Trading Day immediately following the last day of the Resale Period the amount of such excess (the “Additional Amount”) in cash or in the number of Shares (“Make-whole Shares”) in an amount that, based on the Net Share Settlement Price on the last day of the Resale Period (as if such day was the “Net Share Valuation Date” for purposes of computing such Net Share Settlement Price), has a dollar value equal to the Additional Amount.  The Resale Period shall continue to enable the sale of the Make-whole Shares.  If Counterparty elects to pay the Additional Amount in Shares, the requirements and provisions set forth below shall apply.  This provision shall be applied successively until the Additional Amount is equal to zero.

Net Share Settlement of a Transaction is subject to the following conditions:

Counterparty at its sole expense shall:

(i)       as promptly as practicable (but in no event more than five (5) Exchange Business Days immediately following the Settlement Method Election Date or, in the case of an election of Net Share Settlement upon the occurrence of an Extraordinary Event or an Early Termination Date, no more than one Exchange Business Day immediately following either the Cancellation Date or the Early Termination Date, as the case may be) elect to file under the Securities Act and, if it so elects, use its best efforts to make effective, as promptly as practicable, a registration statement or supplement or amend an outstanding registration statement, in any such case, in form and substance reasonably satisfactory to GS (the “Registration Statement”) covering the offering and sale by GS of not less than 150% of the Shares necessary to fulfill the Net Share Settlement delivery obligation by Counterparty (determining the number

B-1

of such Shares to be registered on the basis of the average of the Settlement Prices on the five (5) Exchange Business Days prior to the date of such filing, amendment or supplement, as the case may be);

(ii)      maintain the effectiveness of the Registration Statement until GS has sold all shares to be delivered by Counterparty in satisfaction of its Net Share Settlement obligations;

(iii)     have afforded GS and its counsel and other advisers a reasonable opportunity to conduct a due diligence investigation of Counterparty customary in scope for transactions in which GS acts as underwriter of equity securities, and GS shall have been satisfied (with the approval of its Commitments Committee in accordance with its customary review process) with the results of such investigation;

(iv)    have negotiated and entered into an agreement with GS providing for such covenants, conditions, representations and warranties, underwriting discounts, commissions, indemnities and contribution rights as are customary for GS equity underwriting agreements, together with customary certificates and opinions of counsel and letters of independent auditors of Counterparty to be delivered to GS covering the shares to be delivered by Counterparty in satisfaction of its Net Share Settlement obligations;

(v)     have delivered to GS such number of prospectuses relating thereto as GS shall have reasonably requested and shall promptly update and provide GS with replacement prospectuses as necessary to ensure the prospectus does not contain any untrue statement of a material fact or any omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading;

(vi)    reimburse GS for an underwriting counsel selected by GS (in its sole discretion);

(vii)   have taken all steps necessary for the shares sold by GS to be listed or quoted on the primary exchange or quotation system that the Shares are listed or quoted on;

(viii)  have paid all reasonable and actual out-of-pocket costs and expenses of GS and all reasonable and actual fees and expenses of GS’s outside counsel and other independent experts in connection with the foregoing; and

(ix)     take such action as is required to ensure that GS’s sale of the Shares does not violate, or result in a violation of, the federal or state securities laws.

In the event that the Registration Statement is not declared effective by the Securities Exchange Commission (the “SEC”), any of the conditions specified in (ii) through (ix) above are not satisfied on or prior to the Valuation Date (or, in the case of an election of Net Share Settlement upon the occurrence of an Extraordinary Event or an Early Termination Date, on or prior to the first Exchange Business Day following either the Cancellation Date or the Early Termination Date, as the case may be) or Counterparty elects not to deliver a Registration Statement, then Counterparty may deliver Unregistered Shares (as defined below) to GS in accordance with the following conditions.  GS and Counterparty shall agree on acceptable pricing, procedures and documentation relating to the sale of such Unregistered Shares (including, without limitation, applicable requirements in (iii) through (ix) above and insofar as pertaining to private offerings), and such Unregistered Shares shall be deemed to be the “Settlement Shares” for the purposes of the related Transaction and the settlement procedure specified in this Annex B shall be followed except that in the event that the Forward Cash Settlement Amount exceeds the proceeds from the sale of such Unregistered Shares then for the purpose of calculating the number of “Make-whole Shares” to be delivered by Counterparty, GS shall determine the discount to the Net Share Settlement Price at which it can sell the Unregistered Shares.  In the event that GS has not sold sufficient Unregistered Shares to satisfy Counterparty’s obligations to GS contained herein at the time that a Registration Statement covering the offering and sale by GS of a number of Shares equal in value to not less than 150% of the amount then owed to GS is declared effective (based on the Net Share Settlement Price on the Exchange Business Day (as if such Exchange Business Day were the “Net Share Valuation Date” for purposes of computing such Net Share Settlement Price) that the Registration Statement was declared effective), GS shall return all unsold Unregistered Shares to Counterparty and Counterparty shall deliver

B-2

such number of Shares covered by the effective Registration Statement equal to 100% of the amount then owed to GS based on such Net Share Settlement Price.  Such delivered shares shall be deemed to be the “Settlement Shares” for the purposes of the related Transaction and the settlement procedure specified in this Master Confirmation (including the obligation to deliver any Make-whole Shares, if applicable) shall be followed.  In all cases GS shall be entitled to take any and all required actions in the course of its sales of the Settlement Shares, including without limitation making sales of the Unregistered Shares only to “Qualified Institutional Buyers” (as such term is defined under the Securities Act), to ensure that the sales of the Unregistered Shares and the Settlement Shares covered by the Registration Statement are not integrated resulting in a violation of the securities laws and Counterparty agrees to take all actions requested by GS in furtherance thereof.

If GS and Counterparty cannot agree on acceptable pricing, procedures and documentation relating to the sales of such Unregistered Shares then the number of Unregistered Shares to be delivered to GS pursuant to the provisions above shall not be based on the Net Share Settlement Price but rather GS shall determine the value attributed to each Unregistered Share in a commercially reasonable manner and based on such value Counterparty shall deliver a number of Shares equal in value to the Forward Cash Settlement Amount.  For the purposes hereof “Unregistered Shares” means Shares that have not been registered pursuant to an effective registration statement under the Securities Act or any state securities laws (“Blue Sky Laws”) and that cannot be sold, transferred, pledged or otherwise disposed of without registration under the Securities Act or under applicable Blue Sky Laws unless such sale, transfer, pledge or other disposition is made in a transaction exempt from registration thereunder.

In the event that Counterparty delivers Shares pursuant to an election of Net Share Settlement then Counterparty agrees to indemnify and hold harmless GS, its affiliates and its assignees and their respective directors, officers, employees, agents and controlling persons (GS and each such person being an “Indemnified Party”) from and against any and all losses, claims, damages and liabilities (or actions in respect thereof), joint or several, to which such Indemnified Party may become subject, under the Securities Act or otherwise, (i) relating to or arising out of any of the Transactions contemplated by this Master Confirmation concerning the Shares or (ii) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, prospectus, Registration Statement or other written material relating to the Shares delivered to prospective purchasers, including in each case any amendments or supplements thereto and including but not limited to any documents deemed to be incorporated in any such document by reference (the “Offering Materials”), or arising out of or based upon any omission or alleged omission to state in the Offering Materials a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that, in the case of this clause (ii), Counterparty will not be liable to the extent that any loss, claim, damage or liability arises out of or is based upon any untrue statement or omission or alleged untrue statement or omission in the Offering Materials made in reliance upon and in conformity with written information furnished to Counterparty by GS expressly for use in the Offering Materials, as expressly identified in a letter to be delivered at the closing of the delivery of Shares by Counterparty to GS.  The foregoing indemnity shall exclude losses that GS incurs solely by reason of the proceeds from the sale of the Capped Number of Shares being less than the Forward Cash Settlement Amount.  Counterparty will not be liable under the foregoing indemnification provision to the extent that any loss, claim, damage, liability or expense is found in a nonappealable judgment by a court of competent jurisdiction to have resulted from GS’s willful misconduct, gross negligence or bad faith in performing the services that are subject of this Master Confirmation.  If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then Counterparty shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liability.  In addition, Counterparty will reimburse any Indemnified Party for all expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to Counterparty) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of Counterparty.  Counterparty also agrees that no Indemnified Party shall have any liability to Counterparty or any person asserting claims on behalf of or in right of Counterparty in connection with or as a result of any matter referred to in the Agreement or this Master Confirmation except to the extent that any losses, claims, damages, liabilities or expenses incurred by Counterparty result from the gross negligence, willful misconduct or bad faith of the Indemnified Party.  This indemnity shall survive the completion of any Transaction contemplated by this Master Confirmation and any

B-3

assignment and delegation of a Transaction made pursuant to this Master Confirmation or the Agreement shall inure to the benefit of any permitted assignee of GS&Co.

In no event shall the number of Settlement Shares (including, without duplication, any Unregistered Shares) and any Make-whole Shares, be greater than the Reserved Shares minus the amount of any Shares actually delivered under any other Transaction(s) under this Master Confirmation (the result of such calculation, the “Capped Number”).  Counterparty represents and warrants (which shall be deemed to be repeated on each day that a Transaction is outstanding) that the Capped Number is equal to or less than the number of Shares determined according to the following formula:

A - B

Where	A = the number of authorized but unissued shares of the Issuer that are not reserved for future issuance on the date of the determination of the Capped Number; and
	B = the maximum number of Shares required to be delivered to third parties if Counterparty elected Net Share Settlement of all transactions in the Shares (other than Transactions in the Shares under this Master Confirmation) with all third parties that are then currently outstanding and unexercised.

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EX-10.21

Exhibit 10.21

June 16, 2006

Mr. Gary M. Pfeiffer

609 Edgehill Road

Wilmington, DE 19807-2902

Dear Gary:

This letter confirms the substance of our conversation regarding a mutually agreed upon retirement arrangement between you and E. I. du Pont de Nemours and Company (“DuPont” or “Company”).  We emphasize that your acceptance of this agreement is completely voluntary.

1.As part of your phased retirement, you will step down from the role of Senior Vice President — Finance and Chief Financial Officer effective immediately and will retire from employment with DuPont effective December 31, 2006.  Between now and December 31, 2006 you will remain an employee of DuPont and will render transition services regarding all aspects of your previous role.

2.This agreement does not affect in any way your rights under any DuPont plans in which you participate.  Exhibit “A,” attached hereto and made a part hereof, summarizes your benefits under applicable plans.

3.Provided variable compensation awards are made for the 2006 performance period, DuPont will pay to you in cash, at the same time it pays variable compensation awards to active employees, a 2006 variable compensation award at target recognizing your contributions as an employee.

4.Payments due to you hereunder will be made in accordance with DuPont’s standard practices.

5.In consideration for the undertakings described in this letter, DuPont will, as soon as practicable after your retirement, pay to you in cash a lump sum separation payment in the amount of $2,000,000 (“Separation Payment”).  Current federal tax regulations will require a period of six months to elapse from the date of your retirement before the Separation Payment may be made.  All applicable taxes will be withheld from the Separation Payment, and the Separation Payment will not be benefit-bearing for purposes of any of DuPont’s compensation or benefit plans.  The Separation Payment is in lieu of any other termination or separation payment or benefit of any nature.

6.If you incur any income inclusion, interest, or additional tax on deferred compensation from DuPont because that deferred compensation fails to satisfy Internal Revenue Code Section 409A, DuPont will make a supplemental payment to you in an amount equal to

(a) the value of the accelerated or additional tax, interest, and penalties attributable to Section 409A and (b) all income tax liability on the supplemental amount.

7.Unless you first obtain DuPont’s written consent, you will not disclose or use at any time any trade secret or technical or non-technical confidential information of DuPont of which you become aware either before or after your retirement from DuPont, except where such disclosure is required by law.  You further agree not to disclose the existence of, or the terms and conditions of, this agreement, except to the extent such information has been publicly disclosed, to anyone other than your spouse, legal counselor, financial advisor, and tax advisor.

8.In order to protect DuPont’s trade secrets and technical and non-technical confidential information, you agree that for a period of one (1) year following your retirement, you will not directly or indirectly

a.be employed with, consult with, or render services to any Competing Business nor will you personally engage in any Competing Business.  “Competing Business” means any entity or person engaged in or about to become engaged in research, development, production, marketing, or selling of a Competing Product.  “Competing Business” also means any entity or person engaged in or about to become engaged in the fields of investment banking, investment management, venture capital or financial services of any other nature on any matter in those fields related in any way to DuPont unless you have no involvement in any such matter related to DuPont.  “Competing Product” means any product, process or service which competes directly or indirectly with any DuPont product, process or service with which you have worked within the five (5) years preceding your retirement or about which you have acquired trade secret or technical or non-technical confidential information;

b.promote, solicit or induce for yourself or any other person or entity the sale of any Competing Product to any entity or person who is or has been a customer of DuPont at any time during the five (5) years preceding your retirement; or

c.solicit or induce directly or indirectly for any Competing Business the employment of any person who is now, or at any time after the date hereof, employed by DuPont.

9.You agree not to make any statements that are public, or likely to become public, disparaging DuPont, its subsidiaries or affiliates, or their products or services, or their officers, directors or managers.  DuPont agrees not to authorize or condone any statements which are public, or likely to become public, disparaging you and, upon learning of such statements by any of its employees, agrees to take prompt action to stop such statements and take disciplinary action as appropriate.

10.Except with respect to DuPont’s obligations under this agreement and the benefit programs listed on Exhibit “A,” you waive, release and forever discharge DuPont, its subsidiaries, affiliates and its and their officers, directors, agents and employees, and its and their successors, assigns, heirs, executors and administrators, in their individual and representative capacities, from any and all current common law or statutory claims or causes of action relating to your employment or your retirement, including, but not limited to, claims relating to local, state or federal anti-discrimination statutes, specifically including, but not limited to, Title VII of the Civil Rights Act of 1964, as amended, the Age

Discrimination in Employment Act, as amended, specifically including the Older Worker Benefit Protection Act, and the Americans with Disabilities Act.

11.Your release as indicated by your signature is tendered voluntarily and independently.  You have the opportunity to discuss this release and this offer of consideration with counsel of your choice prior to your execution of this agreement.  You understand that no promise, inducement or agreement has been offered to you except as provided in this agreement.  You agree that in making your decision whether to enter into this agreement you have relied on only the information contained in this agreement, and that you have not relied on extrinsic information in making your decision.  This agreement constitutes the entire agreement between you and DuPont and any prior agreements, oral or in writing, are invalid upon execution of this document.  No modification of this agreement will be effective unless contained in a writing signed by both parties.

12.You have twenty-one days to consider whether to accept this agreement.  Whenever you sign the agreement, you will have up to seven days after signing it within which you may revoke your acceptance by notifying us in writing.

13.The Employee Agreement you executed at the time you joined DuPont, remains in full force and effect.

14.The invalidity or unenforceability of any provision of this agreement will not affect the validity or enforceability of any other provision of this agreement.

15.This agreement will be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws.

Please contact Jim Borel at 302-774-3038 if you have any questions.  You should acknowledge your agreement to the foregoing by signing and dating this letter in the space provided below and returning it to me.

We wish you all the best in your future endeavors.

Very truly yours,

/s/ C. O. Holliday, Jr.

Charles O. Holliday, Jr.

AGREED AND ACCEPTED:

By: /s/ Gary M. Pfeiffer

Date: June 16, 2006

Attachment

Exhibit “A” — Summary of Benefit

EX-12

Exhibit 12

E. I. DU PONT DE NEMOURS AND COMPANY

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Dollars in millions)

	Six Months Ended
	June 30,			Years Ended December 31,
	2006			2005			2004			2003			2002			2001
Income before cumulative effect of changes in accounting principles	$	1,792		$	2,053		$	1,780		$	1,002		$	1,841		$	4,328	(a)
Provision for (benefit from) income taxes	510			1,468			(329		)	(930		)	185			2,467
Minority interests in earnings (losses) of consolidated subsidiaries	3			37			(9		)	71			98			49
Adjustment for companies accounted for by the equity method	65			215			99			360			45			93
Capitalized interest	(17		)	(23		)	(17		)	(29		)	(45		)	(62		)
Amortization of capitalized interest	17			33			365		(b)	119		(b)	59			61
	2,370			3,783			1,889			593			2,183			6,936
Fixed charges:
Interest and debt expense	233			518			362			347			359			590
Capitalized interest	17			23			17			29			45			62
Rental expense representative of interest factor	44			88			91			90			82			78
	294			629			470			466			486			730
Total adjusted earnings available for payment of fixed charges	$	2,664		$	4,412		$	2,359		$	1,059		$	2,669		$	7,666
Number of times fixed charges earned	9.1			7.0			5.0			2.3			5.5			10.5

(a)Includes $3,866 after-tax gain on the sale of DuPont Pharmaceuticals to Bristol-Myers Squibb.

(b)Includes write-off of capitalized interest associated with exiting certain businesses.

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Charles O. Holliday, Jr., certify that:

1.	I have reviewed this report on Form 10-Q for the period ended June 30, 2006 of E. I. du Pont de Nemours and Company;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:                    August 4, 2006

By:              /s/Charles O. Holliday, Jr.

Charles O. Holliday, Jr.

Chief Executive Officer and

Chairman of the Board

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Jeffrey L. Keefer, certify that:

1.	I have reviewed this report on Form 10-Q for the period ended June 30, 2006 of E. I. du Pont de Nemours and Company;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:                    August 4, 2006

By:                   /s/Jeffrey L. Keefer

Jeffrey L. Keefer

Executive Vice President and

Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification of CEO Pursuant to
18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of E. I. du Pont de Nemours and Company (the “Company”) on Form 10-Q for the period ending June 30, 2006 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Charles O. Holliday, Jr., as Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/Charles O. Holliday, Jr.

Charles O. Holliday, Jr.

Chief Executive Officer

August 4, 2006

EX-32.2

Exhibit 32.2

Certification of CFO Pursuant to
18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of E. I. du Pont de Nemours and Company (the “Company”) on Form 10-Q for the period ending June 30, 2006 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Jeffrey L. Keefer, as Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/Jeffrey L. Keefer

Jeffrey L. Keefer

Chief Financial Officer

August 4, 2006