10-K/A

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

                              FORM 10-K/A

        X   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       ---
            SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)

              For the fiscal year ended August 31, 1994

                                  OR

            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
       ---
            THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

            For the transition period from           to          .

                   Commission File Number : 0-7908

                 PIONEER HI-BRED INTERNATIONAL, INC.
                 -----------------------------------
         (Exact name of registrant as specified in its charter)


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

       700 Capital Square, 400 Locust, Des Moines, Iowa  50309
       ---------------------------------------------------------
        (Address of principal executive offices)      (Zip Code)

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

      Securities registered pursuant to Section 12(b) of the Act:

                                        Name of each exchange
           Title of each class            on which registered
           -------------------        -------------------------
                  NONE                           NONE

      Securities registered pursuant to Section 12(g) of the Act:

                            Title of class
                    -----------------------------
                    Common Stock ($1.00 par value)

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

               Yes  X                          No
                   ---                            ---

  Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K is not contained herein, and will not be 
contained, to the best of registrant's knowledge, in definitive proxy 
or information statements incorporated by reference in Part III of this 
Form 10-K or any amendment to this Form 10-K. [X]

  The aggregate market value of voting stock held by non-affiliates of 
the Registrant as of October 14, 1994, was $2,589,072,000. As of 
October 14, 1994, 85,282,946 shares of the Registrant's Common Stock, 
$1.00 par value, were outstanding.




                 Exhibits to Annual Report on Form 10-K/A
                        Year Ended August 31, 1994
                   PIONEER HI-BRED INTERNATIONAL, INC.


Exhibit 27--Financial data schedule




SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the Registrant has duly caused this report or 
amendment thereto to be signed on its behalf by the undersigned, 
thereunto duly authorized.

(REGISTRANT)       PIONEER HI-BRED INTERNATIONAL, INC.

 (NAME AND TITLE)   Brian G. Hart, Controller
DATE  December 22, 1994

EX-27

 

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<MULTIPLIER> 1,000
       
                             
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          AUG-31-1994
<PERIOD-END>                               AUG-31-1994
<CASH>                                         135,454
<SECURITIES>                                         0
<RECEIVABLES>                                  213,324
<ALLOWANCES>                                    20,600
<INVENTORY>                                    358,752
<CURRENT-ASSETS>                               742,301
<PP&E>                                         842,123
<DEPRECIATION>                                 391,744
<TOTAL-ASSETS>                               1,253,420
<CURRENT-LIABILITIES>                          232,016
<BONDS>                                              0
<COMMON>                                        92,694
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<OTHER-SE>                                     788,356
<TOTAL-LIABILITY-AND-EQUITY>                 1,253,420
<SALES>                                      1,478,691
<TOTAL-REVENUES>                             1,478,691
<CGS>                                          606,039
<TOTAL-COSTS>                                  606,039
<OTHER-EXPENSES>                               521,152
<LOSS-PROVISION>                                 5,249
<INTEREST-EXPENSE>                              11,253
<INCOME-PRETAX>                                348,642
<INCOME-TAX>                                 (134,197)
<INCOME-CONTINUING>                            212,664
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   212,664
<EPS-PRIMARY>                                     2.40
<EPS-DILUTED>                                     2.40