SC 13E4/A

 As filed with the Securities and Exchange Commission on October 31, 1997.


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                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549
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                            SCHEDULE 13E-4
                           (Final Amendment)
                     Issuer Tender Offer Statement
 (Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)


                  PIONEER HI-BRED INTERNATIONAL, INC.
- ----------------------------------------------------------------------
                           (Name of Issuer)

                  PIONEER HI-BRED INTERNATIONAL, INC.
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                 (Name of Person(s) Filing Statement)


                COMMON STOCK, $1.00 PAR VALUE PER SHARE
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                    (Title of Class of Securities)

                              723680-10-1
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                       (CUSIP Number of Class of
                              Securities)



                         WILLIAM DEMEULENAERE
                           Corporate Counsel
                  Pioneer Hi-Bred International, Inc.
                           400 Locust Street
                          700 Capital Square
                         Des Moines, IA 50309
                            (515) 248-4800
 (Name, Address and Telephone Number of Person Authorized to Receive Notices
    and Communications on Behalf of the Person(s) Filing Statement)

                              COPIES TO:

                          F. WILLIAM REINDEL
               Fried, Frank, Harris, Shriver & Jacobson
                          One New York Plaza
                       New York, New York 10004
                            (212) 859-8189

                          September 25, 1997
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 (Date Tender Offer First Published, Sent or Given to Security Holders)


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          This Final Amendment amends and supplements the Issuer
Tender Offer Statement on Schedule 13E-4, dated as of September 25,
1997 (the "Issuer Tender Offer Statement"), relating to the offer by
Pioneer Hi-Bred International, Inc. (the "Company") to purchase up to
16,444,586 shares (or such lesser number of shares as are properly
tendered) of its common stock, par value $1.00 per share (including
the associated Preferred Stock Purchase Rights (the "Rights"), the
"Shares"), at prices specified by tendering shareholders not in excess
of $104 nor less than $88 net per Share in cash upon the terms and
subject to the conditions set forth in the Offer to Purchase dated
September 25, 1997, and in the related Letter of Transmittal which
together constitute the "Offer." The Issuer Tender Offer Statement is
hereby amended to incorporate the information included in the exhibits
referred to below.

ITEM 1.   SECURITY AND ISSUER.

          The Offer expired at 12:00 midnight, New York City time, on
October 23, 1997. The Company purchased 16,444,586 shares pursuant to
the Offer at a purchase price of $92.50 per share. To avoid
prorationing, the Company exercised its option under the Offer and
purchased approximately 21,000 additional shares in order to purchase
all Shares that were tendered at prices of $92.50 per Share or below.

ITEM 9.   MATERIAL TO BE FILED AS EXHIBITS.

          Item 9 is hereby amended to include the following additional
exhibits:

            (a) (10) Text of Press Release issued by the Company, dated
October 24, 1997.

            (a) (11) Text of Press Release issued by the Company, dated
October 29, 1997.


                               SIGNATURE

          After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Final
Amendment to Schedule 13E-4 is true, complete and correct.

October 31, 1997

                              PIONEER HI-BRED INTERNATIONAL, INC.


                              By: /s/ Jerry Chicoine
                                 ----------------------------------
                                 Executive Vice President and Chief
                                 Operating Officer


EXHIBIT
NUMBER          DESCRIPTION
- ------          -----------

(a) (10)        Text of Press Release issued by the Company, dated 
                  October 24, 1997.
(a) (11)        Text of Press Release issued by the Company, dated 
                  October 29, 1997.

EX-99

                                                        EXHIBIT (a) (10)



PIONEER ANNOUNCES PRELIMINARY RESULTS
OF DUTCH AUCTION SELF TENDER OFFER

DES MOINES, IOWA - October 24, 1997 - Pioneer Hi-Bred International,
Inc. announced today that based on preliminary tabulations the Company
has accepted for purchase approximately 16.4 million shares at a price
within a range of approximately $92.50 to $94 per share in a Dutch
auction self tender offer that expired October 23, 1997.

     Of the total shares accepted, approximately 5.5 million shares
are guaranteed for delivery by October 28, 1997. The final price for
all shares will depend on the number of shares delivered pursuant to
the guaranteed delivery.

     Subject to the results of the guaranteed delivery of shares, the
Company does not anticipate a significant pro-ration of the shares
purchased.

     The Dutch auction self tender was part of the
previously-announced alliance between Pioneer and DuPont.

     Pioneer and DuPont recently entered into a broad research
alliance and began the formation of a separate joint venture company
designed to speed the discovery, development, and delivery of new
crops that benefit farmers, livestock producers, and consumers
worldwide. In addition, DuPont has invested $1.7 billion in Pioneer by
purchasing preferred voting shares at $104 per share. Pioneer used a
portion of the proceeds from the DuPont investment to finance the
Dutch auction self tender offer.

     Pioneer Hi-Bred International, Inc. (NYSE: PHB) is a leading
supplier of agricultural genetics and is a leading integrator of
agricultural technology. Headquartered in Des Moines, Iowa, Pioneer
develops, produces, and markets a full line of seeds, microbial
products, and services to farmers, grain processors, and other
customers worldwide.

EX-99

                                                   EXHIBIT (a) (11)



PIONEER ANNOUNCES FINAL RESULTS
OF DUTCH AUCTION SELF TENDER OFFER

DES MOINES, IOWA - October 29, 1997 - Pioneer Hi-Bred International,
Inc. announced today the price, as finally determined, for the
approximately 16.4 million shares purchased in the Company's Dutch
auction self tender was $92.50 per share.

     There will be no pro-ration of the shares purchased. To avoid
pro-ration Pioneer has exercised its option to purchase approximately
21,000 additional shares at $92.50 per share.

     The Dutch auction self tender, which expired October 23, 1997,
was part of the previously-announced alliance between Pioneer and
DuPont.

     Pioneer and DuPont recently entered into a broad research
alliance and began the formation of a separate joint venture company
designed to speed the discovery, development, and delivery of new
crops that benefit farmers, livestock producers, and consumers
worldwide. In addition, DuPont has invested $1.7 billion in Pioneer by
purchasing preferred voting shares at $104 per share. Pioneer used a
portion of the proceeds from the DuPont investment to finance the
Dutch auction self tender offer.

     Pioneer Hi-Bred International, Inc. (NYSE: PHB) is a leading
supplier of agricultural genetics and is a leading integrator of
agricultural technology. Headquartered in Des Moines, Iowa, Pioneer
develops, produces, and markets a full line of seeds, microbial
products, and services to farmers, grain processors, and other
customers worldwide.