FORM 8-A

                 SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549

          FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
              PURSUANT TO SECTION 12(b) OR (g) OF THE
                SECURITIES EXCHANGE ACT OF 1934


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


             IOWA                                     42-0470520________
(State of incorporation or organization)          (IRS Employer
                                                Identification No.)


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


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


   Title of each class              Name of each exchange on which
   to be so registered              each class is to be registered


   Common Share Purchase Rights     New York Stock Exchange____________


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


                                  None__________________________________
                             (Title of class)


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Item 1.  Description of Securities to be Registered.

     On April 6, 1989 the Board of Directors of Pioneer Hi-Bred 
International, Inc. (the "Company") adopted a Shareholder Rights Plan (the 
"Plan").  In connection with the adoption of the Plan, the Board declared a 
dividend distribution of one Right for each outstanding share of common 
stock (the "Common Stock") of the Company to shareholders of record at the 
close of business on April 6, 1989 (the "Record Date").  

     On December 13, 1994, the Board amended the Plan to (i) increase the 
purchase price to $100 (the "Purchase Price") and (ii) remove a provision 
which allowed certain bidders to request the Company to hold a special 
meeting of shareholders to consider a resolution to accept the bidder's 
proposal and redeem all outstanding Rights in connection therewith.  Prior 
to adoption of the foregoing amendments, the purchase price of the Rights 
had been reduced from the initial purchase price of $100 to $33.33 as a 
result of a three for one stock split effected in 1992.  

     Each Right, when exercisable, entitles the registered holder to 
purchase from the Company one or more shares of the Company's Common Stock 
(or in some instances an equivalent security equal in value to a share of 
Common Stock) at the Purchase Price of $100 per Right.  The Purchase Price 
payable and the number of shares of Common Stock or other securities or 
property issuable upon exercise of the Rights are subject to adjustment 
from time to time to prevent dilution.  The description and terms of the 
Rights are set forth in a Rights Agreement (the "Rights Agreement") between 
the Company and The First National Bank of Boston, as Rights Agent.

     Initially, the Rights are not exercisable.  They will trade with, and 
cannot be separated from, the outstanding shares of Common Stock.  The 
Rights will be evidenced, with respect to any shares of Common Stock 
outstanding as of the Record Date, by the Common Stock certificates 
together with a summary of rights.   New Common Stock certificates issued 
after the Record Date upon transfer or new issuance of Common Stock will 
contain a notation incorporating the Rights Agreement by reference.  Until 
the Rights become exercisable (or are earlier redeemed or expire), the 
surrender for transfer of any certificates for Common Stock outstanding as 
of the Record Date (with or without the summary of rights attached) also 
will constitute the transfer of the Rights associated with the Common Stock 
represented by such certificate.

     The Rights become exercisable (i) 10 days following a public 
announcement that a "Person" (as defined in the Rights Agreement) or group 
of affiliated or associated Persons, with the exception of certain Company-
related entities, has acquired or obtained the right to acquire beneficial 
ownership of 20% or more of the Common Stock of the Company (an "Acquiring 
Person") or (ii) 10 business days (unless such date is extended by the 
Board of Directors) following the commencement of (or a public announcement 
of an intention to make) a tender offer or exchange offer which would 
result in any Person or group of related Persons acquiring beneficial 
ownership of 20% or more of the Common Stock of the Company (the earlier of 
such dates being called the "Distribution Date").  As soon as practicable 
following the Distribution Date, separate certificates evidencing the 
Rights ("Right Certificates") will be mailed to holders of record of the 
Common Stock as of the close of business on the Distribution Date, and the 
separate Right Certificates alone will evidence the Rights.

     The Rights will expire on the earlier of (i) April 6, 1999, or (ii) 
redemption by the Company as described below.


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     When the Rights first become exercisable, a holder will be entitled to 
buy from the Company one share of Common Stock (or an equivalent security) 
for $100.  If the Company is involved in a merger or other business 
combination at any time after the Rights become exercisable, the Rights 
will entitle a holder to buy a number of shares of common stock of the 
acquiring company having a market value of twice the exercise price of each 
Right.  For example, if at the time of the business combination the 
acquiring company's stock has a per share value of $50, the holder of each 
Right would be entitled to receive four (4) shares of the acquiring 
company's common stock at a price of $100, i.e., at a 50% discount.

     If any person or group acquires 20% or more of the Company's Common 
Stock, the Rights will entitle a holder (other than such person or any 
member of such group) to buy a number of additional shares of the Common 
Stock (or in some instances, an equivalent security) of the Company having 
a market value of twice the exercise price of each Right.  Thus, if, for 
example, a person or group were to acquire 25% of the Company's stock, and 
such stock were to have a market value per share equal to $25, the holder 
of each Right (other than such person or any member of such group) would be 
entitled to receive eight (8) shares of Common Stock of the Company for 
$100.

     The Rights may be redeemed by the Company at a price of one-third of a 
cent per Right (the "Redemption Price") (i) at any time before a Person 
becomes an Acquiring Person, or (ii) at any time before the Distribution 
Date.

     Immediately upon redemption of the Rights, the right to exercise the 
Rights will terminate and the only right of the holders of Rights will be 
to receive the Redemption Price.  In addition, subject to applicable law, 
the Board of Directors, at its option, may at any time following the 
acquisition by a Person of beneficial ownership of 20% or more (but less 
than 50%) of the Company's Common Stock, redeem all or part of the then 
outstanding and exercisable Rights (except for Rights which have become 
void in any respect) by exchanging for such Rights shares of Common Stock 
or other equivalent securities, in each case equivalent to one share of 
Common Stock per Right.

     The terms of the Rights Agreement may be amended by the Board of 
Directors of the Company without the consent of the holders of the Rights, 
including an amendment to lower the threshold for exercisability of the 
Rights from 20% to not less than the greater of (i) any percentage greater 
than the largest percentage of the outstanding Common Stock then known to 
the Company to be beneficially owned by any person or group of affiliated 
or associated persons or (ii) 10%, except that from and after such time as 
any person becomes an Acquiring Person no such amendment may adversely 
affect the interests of the holders of the Rights.

     Until a Right is exercised, the holder thereof, as such, will have no 
rights as a shareholder of the Company, including, without limitation, the 
right to vote or to receive dividends.

This summary description of the Rights does not purport to be complete and 
is qualified in its entirety by reference to the Rights Agreement, which is 
incorporated herein by reference.


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Item 2.  Exhibits.

     The securities described herein are to be registered on the New York 
Stock Exchange, on which no other securities of the Registrant are 
registered.  Accordingly, the following exhibits required in accordance 
with Part II to the Instructions as to the exhibits on Form 8-A have been 
duly filed with the New York Stock Exchange:

   a) Rights Agreement, dated as of April 6, 1989 and amended and 
      restated as of December 13, 1994, between Pioneer Hi-Bred 
      International, Inc. and The First National Bank of Boston, as 
      Rights Agent, which includes, as Exhibit A thereto, the Form of 
      Right Certificate and as Exhibit B thereto, the Summary of Rights. 
      Pursuant to the Rights Agreement, Right Certificates will not be 
      mailed until ten days after the Shares Acquisition Date (as defined 
      in the Rights Agreement) or ten days after a person commences or 
      announces its intention to commence a tender or exchange offer if, 
      upon consummation thereof, such person would become an Acquiring 
      Person (as defined in the Rights Agreement).
   b) Registrants Form 10-K Annual Report for the fiscal year ended August 
      31, 1994;
   c) Registrant's Form 10-Q Quarterly Report for the quarter ended 
      November 30, 1994;
   d) Registrant's Form 10-Q Quarterly Report for the quarter ended 
      February 28, 1995;
   e) Registrant's Form 10-Q Quarterly Report for the quarter ended May 30, 
      1995;
   f) Definitive Proxy Statement and accompanying Notice with respect to 
      Registrant's Annual Shareholders' Meeting held on February 28, 1995;
   g) Articles of Incorporation of Registrant, as amended ;
   h) Amended and Restated Bylaws of Registrant;
   i) Specimen of Registrant's Common Stock certificate; and
   j) Registrant's Annual Report to Shareholders with respect to its fiscal 
      year ended August 31, 1994.


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                                SIGNATURE


     Pursuant to the requirements of Section 12 of the Securities Exchange 
Act of 1934, the registrant has duly caused this registration statement to 
be signed on its behalf by the undersigned, thereto duly authorized.


                                    Pioneer Hi-Bred International, Inc.


                                     By:_______________________________
                                         Dwight G. Dollison
                                         Vice President and Treasurer


Date: October 18, 1995


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