DUPONT E I DE NEMOURS & CO, S-3, 1994-04-28

DUPONT E I DE NEMOURS & CO
S-3, 1994-04-28
PLASTIC MATERIAL, SYNTH RESIN/RUBBER, CELLULOS (NO GLASS)

Previous: DREYFUS GROWTH OPPORTUNITY FUND INC, N-30D, 1994-04-28

Next: ECKERD CORP, 424B4, 1994-04-28

<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON , 1994

REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------

FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
------------------------

E. I. DU PONT DE NEMOURS AND COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------

<TABLE>
<S> <C>
Delaware 51-0014090
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
</TABLE>

1007 Market Street
Wilmington, Delaware 19898
(302) 774-1000
(ADDRESS AND TELEPHONE NUMBER OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

------------------------

C. L. HENRY, Senior Vice President--DuPont Finance
E. I. du Pont de Nemours and Company
1007 Market Street
Wilmington, Delaware 19898
(302) 774-1000
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this Registration Statement.
------------------------

If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. /X/
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------

<TABLE>
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT* OFFERING PRICE** FEE
</TABLE>

- --------------------------------------------------------------------------------

<TABLE>
<S> <C> <C> <C> <C>
Debt Securities........................ $3,000,000,000 100% $3,000,000,000 $1,034,490
</TABLE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
* Estimated solely for the purpose of determining the registration fee.
** Plus an additional principal amount of Debt Securities issued with an
original issue discount such that the aggregate initial public offering price
of all Debt Securities will not exceed $3,000,000,000 (the initial public
offering price of any Debt Securities denominated in any foreign currency or
currency unit shall be the U.S. dollar equivalent thereof).

---------------------------

PURSUANT TO RULE 429 OF THE GENERAL RULES AND REGULATIONS OF THE COMMISSION
UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS CONTAINED HEREIN ALSO RELATES
TO REGISTRATION STATEMENT NO. 33-39161, AS TO WHICH THIS REGISTRATION STATEMENT
CONSTITUTES POST-EFFECTIVE AMENDMENT NO. 1 AND PURSUANT TO WHICH $442,560,000 OF
DEBT SECURITIES REMAIN TO BE ISSUED. SUCH POST-EFFECTIVE AMENDMENT SHALL
HEREAFTER BECOME EFFECTIVE CONCURRENTLY WITH THE EFFECTIVENESS OF THIS
REGISTRATION STATEMENT IN ACCORDANCE WITH SECTION 8(C) OF THE SECURITIES ACT OF
1933.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2

***************************************************************************
* *
* Information contained herein is subject to completion or amendment. A *
* registration statement relating to these securities has been filed *
* with the Securities and Exchange Commission. These securities may not *
* be sold nor may offers to buy be accepted prior to the time the *
* registration statement becomes effective. This prospectus shall not *
* constitute an offer to sell or the solicitation of an offer to buy *
* nor shall there be any sale of these securities in any State in which *
* such offer, solicitation or sale would be unlawful prior to *
* registration or qualification under the securities laws of any such *
* State. *
* *
***************************************************************************

SUBJECT TO COMPLETION DATED , 1994

E. I. DU PONT DE NEMOURS
AND COMPANY

DEBT SECURITIES
------------------------
E. I. du Pont de Nemours and Company (the "Company" or "DuPont") may sell
from time to time debt securities (the "Debt Securities") on terms to be
determined at the time of sale, from which the Company will receive up to an
aggregate of $3,442,560,000 in proceeds or, if the principal of the Debt
Securities is payable in a foreign or composite currency, the equivalent thereof
at the time of offering. The specific designation, aggregate principal amount,
designated currency or composite currency, authorized denominations, purchase
price, maturity, rate (which may be fixed or variable) and time of payment of
any interest, any redemption terms, terms for sinking fund payments, and other
specific terms in connection with the offering and sale of Debt Securities, and
any listing on a securities exchange of the Debt Securities in respect of which
this Prospectus is being delivered ("Offered Debt Securities") are set forth in
the accompanying prospectus supplement ("Prospectus Supplement"), together with
the terms of offering of the Offered Debt Securities.

The Debt Securities will be sold through agents designated from time to
time, through underwriters or dealers or directly by the Company. If any agents
of the Company or any underwriters are involved in the sale of the Offered Debt
Securities in respect of which this Prospectus is being delivered, the names of
such agents or underwriters and any applicable commissions or discounts are set
forth in the Prospectus Supplement. The net proceeds to the Company from such
sale are also set forth in the Prospectus Supplement.

Debt Securities of a series may be issuable in registered form without
coupons ("Registered Securities"), in bearer form with coupons attached ("Bearer
Securities") or in the form of one or more global securities (each a "Global
Security"). Bearer Securities will be offered only outside the United States and
its possessions to non-United States persons and to offices located outside the
United States and its possessions of certain United States financial
institutions and other exempt persons.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
This Prospectus may not be used to consummate sales of Debt Securities
unless accompanied by a Prospectus Supplement.

The date of this Prospectus is , 1994
<PAGE> 3

NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS, AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY AGENT, UNDERWRITER OR DEALER. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. THE DELIVERY OF
THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.

------------------------

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 and in accordance therewith files reports and other
information with the Securities and Exchange Commission. Reports, proxy
statements and other information filed by the Company with the Securities and
Exchange Commission can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the following Regional Offices of the Commission: New York
Regional Office, 7 World Trade Center, New York, New York 10048; and Chicago
Regional Office, Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Copies of such material can also be obtained from
the Public Reference Section of the Commission, Washington, D.C. 20549 at
prescribed rates. Such reports, proxy statements and other information can also
be inspected at the offices of the New York Stock Exchange Inc., 20 Broad
Street, New York, New York 10005, on which certain of the Company's securities
are listed. This Prospectus does not contain all information set forth in the
Registration Statement and Exhibits thereto, which the Company has filed with
the Commission under the Securities Act of 1933 and to which reference is hereby
made.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The documents listed below heretofore filed with the Securities and
Exchange Commission are incorporated herein by reference.

(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1993.

(b) The Company's Current Report on Form 8-K, filed on April 25, 1994.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 after the date of this Prospectus
and prior to the termination of the offering of the Debt Securities shall be
deemed to be incorporated by reference in this Prospectus and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained herein, or contained in the accompanying Prospectus Supplement, or in
any other subsequently filed document which also is or is deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus. Any documents
incorporated by reference do not form part of the listing particulars of the
Council of The International Stock Exchange of the United Kingdom and the
Republic of Ireland Limited.

THE COMPANY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A
COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, ON THE WRITTEN OR ORAL REQUEST OF
ANY SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS REFERRED TO ABOVE WHICH
HAVE BEEN OR MAY BE INCORPORATED BY REFERENCE IN THIS PROSPECTUS, OTHER THAN
EXHIBITS TO SUCH DOCUMENTS (UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED
BY REFERENCE INTO THE INFORMATION THAT THIS PROSPECTUS INCORPORATES). REQUESTS
FOR SUCH COPIES SHOULD BE DIRECTED TO CAPITAL MARKETS, DUPONT FINANCE, E. I. DU
PONT DE NEMOURS AND COMPANY, 1007 MARKET STREET, WILMINGTON, DELAWARE 19898
(TELEPHONE: 302-774-1000).

2
<PAGE> 4

THE COMPANY

E. I. du Pont de Nemours and Company (the "Company") was founded in 1802
and was incorporated in Delaware in 1915. Its principal executive offices are at
1007 Market Street, Wilmington, Delaware 19898 (telephone: (302) 774-1000).

The Company has five principal business segments--Chemicals, Fibers,
Polymers, Petroleum and Diversified Businesses. Manufacturing and selling
activities of businesses in the Chemicals, Fibers, Polymers and Diversified
Businesses segments are conducted principally through various operating units.
The Petroleum segment businesses are conducted principally through Conoco Inc.
Other subsidiaries and affiliates also conduct exploration, production,
manufacturing or selling activities, and some are distributors of products
manufactured by the Company.

The Company has approximately 85 businesses that manufacture and sell a
wide range of products to many different markets, including the energy,
transportation, textile, construction, automotive, electronics, printing, health
care, packaging and agricultural markets. The Company and its subsidiaries have
operations in about 70 nations worldwide and, as a result, about 45% of
consolidated revenues are derived from sales outside the United States, based on
the location of the corporate unit making the sale.

RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31, 1994
--------------------
<S> <C> <C> <C>
Ratio of Earnings to Fixed 6.2
Charges...........................

<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------
1993 1992 1991 1990 1989
----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed 2.0 2.7 3.5 4.7 6.0
Charges...........................
</TABLE>

USE OF PROCEEDS

Except as may otherwise be disclosed in the Prospectus Supplement, the net
proceeds to the Company from the sale of the Debt Securities offered hereby will
be used for general corporate purposes.

PLAN OF DISTRIBUTION

The Company may sell the Debt Securities in any of four ways: (i) through
underwriters or dealers; (ii) directly to one or more purchasers, (iii) to both
investors and dealers through a specific bidding or auction process or
otherwise; or (iv) through agents. The Prospectus Supplement with respect to the
Offered Debt Securities sets forth the terms of the offering of the Offered Debt
Securities, including the name or names of any underwriters, the purchase price
of the Offered Debt Securities and the proceeds to the Company from such sale,
any underwriting discounts and other items constituting underwriters'
compensation, any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers and any securities exchanges on which
the Offered Debt Securities may be listed. If a bidding or auction process is
utilized, it is described in the Prospectus Supplement.

If underwriters are used in the sale, the Debt Securities will be acquired
by the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. The Debt
Securities may be offered to the public either through underwriting syndicates
represented by managing underwriters or directly by any underwriters. Unless
otherwise set forth in the Prospectus Supplement, the obligations of the
underwriters to purchase the Offered Debt Securities will be subject to certain
conditions precedent and the underwriters will be obligated to purchase all the
Offered Debt Securities if any are purchased. Any initial public offering price
and any discounts or concessions allowed or reallowed or paid to dealers may be
changed from time to time.

Offered Debt Securities may be sold directly by the Company or through
agents designated by the Company from time to time. Any agent involved in the
offer or sale of the Offered Debt Securities in respect of which this Prospectus
is delivered will be named, and any commissions payable by the Company to such

3
<PAGE> 5

agent will be set forth, in the Prospectus Supplement. Unless otherwise
indicated in the Prospectus Supplement, any such agent will be acting on a best
efforts basis for the period of its appointment.

If so indicated in the Prospectus Supplement, the Company will authorize
agents, underwriters or dealers to solicit offers by certain specified
institutions to purchase Offered Debt Securities from the Company at the public
offering price set forth in the Prospectus Supplement pursuant to delayed
delivery contracts providing for payment and delivery on a specified date in the
future. Such contracts will be subject only to those conditions set forth in the
Prospectus Supplement and the Prospectus Supplement will set forth the
commission payable for the solicitation of such contracts.

Agents and underwriters may be entitled under agreements entered into with
the Company to indemnification by the Company against certain liabilities,
including liabilities under the Securities Act of 1933, or to contribution with
respect to payments which the agents or underwriters may be required to make in
respect thereof. Agents and underwriters may be customers of, engage in
transactions with, or perform services for the Company in the ordinary course of
business.

Each underwriter, dealer and agent participating in the distribution of any
Offered Debt Securities which are issuable in bearer form will agree that it
will not offer, sell or deliver Offered Debt Securities in bearer form within
the United States or to, or for the account or benefit of, United States persons
(other than qualifying financial institutions) (i) until 40 days after the
settlement date or (ii) at any time if the obligation is held as part of an
unsold allotment or subscription (the "Restricted Period").

DESCRIPTION OF DEBT SECURITIES

The Debt Securities are to be issued either under an Indenture dated as of
June 1, 1992 between the Company and Bankers Trust Company, as Trustee (the "BT
Indenture") or under an Indenture dated as of June 1, 1992 between the Company
and Chemical Bank, as Trustee (the "Chemical Indenture", and collectively with
the BT Indenture, the "Indenture"), each of which is incorporated or filed as an
exhibit to the Registration Statement, of which this Prospectus is a part, filed
by the Company with the Securities and Exchange Commission. The Trustee will be
designated in the Prospectus Supplement for each series of Debt Securities, and
all references herein to the "Trustee" shall be deemed to mean the Trustee so
identified in such Prospectus Supplement. The following summaries of certain
provisions of the Indenture do not purport to be complete and are subject to,
and are qualified in their entirety by reference to, all provisions of the
Indenture, including the definition therein of certain terms.

GENERAL

The Indenture does not limit the amount of Debt Securities which can be
issued thereunder and provides that Debt Securities may be issued thereunder up
to the aggregate principal amount which may be authorized from time to time by
the Company. The Debt Securities will be unsecured and will rank on a parity
with all other unsecured and unsubordinated indebtedness of the Company.

Reference is hereby made to the Prospectus Supplement relating to the
Offered Debt Securities for the terms of such Debt Securities, including, where
applicable: (i) the designation, aggregate principal amount, currency or
currencies and denominations of such Debt Securities; (ii) the price or prices
(expressed as a percentage of the aggregate principal amount thereof) at which
such Debt Securities will be issued; (iii) the date or dates on which such Debt
Securities will mature; (iv) the currency or currencies in which such Debt
Securities are being sold and in which the principal of and any interest on such
Debt Securities will be payable and whether the holder of any such Debt
Securities may elect the currency in which payments thereon are to be made, and,
if so, the manner of such election; (v) the rate or rates (which may be fixed or
variable) per annum at which such Debt Securities will bear interest, if any;
(vi) the date from which such interest on such Debt Securities will accrue, the
dates on which such interest will be payable and the date on which payment of
such interest will commence; (vii) the dates on which and the price or prices at
which such Debt Securities will, pursuant to any mandatory sinking fund
provision, or may, pursuant to any optional redemption or required repayment
provisions, be redeemed or repaid and the other terms and provisions of any such

4
<PAGE> 6

mandatory sinking fund, optional redemption or required repayment; (viii)
whether such Debt Securities are to be issuable as Registered Securities, Bearer
Securities or both and the terms upon which any Bearer Securities of such series
may be exchanged for Registered Securities of such series; (ix) whether such
Debt Securities are to be issued in whole or in part in the form of one or more
Global Securities and, if so, the identity of the Depositary or Depositaries for
such Global Security or Securities; (x) any special provisions for the payment
of additional amounts with respect to such Debt Securities; (xi) if a temporary
Global Security is to be issued with respect to such series, the requirements
for certification of ownership by non-United States persons that will apply
prior to (a) the issuance of a definitive Bearer Security or (b) the payment of
interest on an Interest Payment Date that occurs before the issuance of a
definitive Bearer Security; (xii) if a temporary Global Security is to be issued
with respect to such series, the terms upon which interests in such temporary
Global Security may be exchanged for interests in a definitive Global Security
or for definitive Debt Securities of the series and the terms upon which
interests in a definitive Global Security, if any, may be exchanged for
definitive Debt Securities of the series; (xiii) any additional restrictive
covenants included for the benefit of holders of such Debt Securities; (xiv)
additional Events of Default provided with respect to such Debt Securities; (xv)
if the Debt Securities of such series are subject to defeasance at the option of
the Company, the provisions, Federal income tax consequences and other
considerations applicable thereto; and (xvi) the designated Trustee for such
Debt Securities. (Section 301)

The Debt Securities may be issuable as Registered Securities, Bearer
Securities or both. Debt Securities of a series may be issuable in whole or in
part in the form of one or more Global Securities, as described below under
"Global Securities". Unless the Prospectus Supplement relating thereto specifies
otherwise, Registered Securities denominated in U.S. dollars will be issued only
in denominations of $1,000 or any integral multiple thereof and Bearer
Securities denominated in U.S. dollars will be issued only in the denominations
of $1,000, $10,000, and $100,000. See, however, "Limitations on Issuance of
Bearer Securities" below. One or more Global Securities will be issued in a
denomination or aggregate denominations equal to the aggregate principal amount
of Outstanding Debt Securities of the series to be represented by such Global
Security or Securities. The Prospectus Supplement relating to a series of Debt
Securities denominated in a foreign or composite currency will specify the
denomination thereof and any special U.S. Federal income tax and other
considerations relating thereto. No service charge will be made for any transfer
or exchange of Debt Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. (Sections 302 and 305)

At the option of the Holder upon request confirmed in writing, and subject
to the terms of the Indenture, Bearer Securities (with all unmatured coupons,
except as provided below) of any series will be exchangeable into an equal
aggregate principal amount of Registered Securities (if the Debt Securities of
such series are issuable as Registered Securities) or Bearer Securities of the
same series (with the same interest rate and maturity date), but no Bearer
Security will be delivered in or to the United States, and Registered Securities
of any series (other than a Global Security, except as set forth below) will be
exchangeable into an equal aggregate principal amount of Registered Securities
of the same series (with the same interest rate and maturity date) of different
authorized denominations. If a Holder surrenders Bearer Securities in exchange
for Registered Securities between a Regular Record Date or, in certain
circumstances, a Special Record Date, and the relevant interest payment date,
such Holder will not be required to surrender the coupon relating to such
interest payment date. Registered Securities may not be exchanged for Bearer
Securities. (Section 305)

Debt Securities may be presented for exchange, and Registered Securities
(other than a Global Security) may be presented for transfer (with the form of
transfer endorsed thereon duly executed), at the office of any transfer agent or
at the office of the Security Registrar, without service charge and upon payment
of any taxes and other governmental charges as described in the Indenture. Such
transfer or exchange will be effected upon the transfer agent or the Security
Registrar, as the case may be, being satisfied with the documents of title and
identity of the person making the request. (Section 305) Bearer Securities will
be transferable by delivery.

Debt Securities may be issued under the Indenture as Original Issue
Discount Securities to be offered and sold at a substantial discount below their
stated principal amount. Federal income tax consequences and other special
considerations applicable to any such Original Issue Discount Securities will be
described in the Prospectus Supplement relating thereto. "Original Issue
Discount Securities" means any Debt Securities that

5
<PAGE> 7

provide for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the Maturity thereof upon the
occurrence of an Event of Default and the continuation thereof and any Debt
Securities issued with original issue discount for U.S. Federal income tax
purposes. (Section 101)

GLOBAL SECURITIES

The Debt Securities of a series may be issued in whole or in part in the
form of one or more Global Securities that will be deposited with, or on behalf
of, a depositary (the "Depositary") identified in the Prospectus Supplement
relating to such series. Global Securities may be issued in either registered or
bearer form and in either temporary or definitive form. Unless and until it is
exchanged in whole or in part for Debt Securities in definitive form, a Global
Security may not be transferred except as a whole by the Depositary for such
Global Security to a nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such Depositary or by such
Depositary or any such nominee to a successor of such Depositary or a nominee of
such successor. (Sections 303 and 305)

The specific terms of the depositary arrangement with respect to any Debt
Securities of a series will be described in the Prospectus Supplement relating
to such series if other than or in addition to the description below. The
Company anticipates that the following provisions will apply to all depositary
arrangements.

Upon the issuance of a Global Security, the Depositary for such Global
Security will credit, on its book-entry registration and transfer system, the
respective principal amounts of the Debt Securities represented by such Global
Security to the accounts of institutions that have accounts with such Depositary
("participants"). The accounts to be credited shall be designated by the
underwriters of such Debt Securities, by certain agents of the Company or by the
Company, if such Debt Securities are offered and sold directly by the Company.
Ownership of beneficial interests in a Global Security will be limited to
participants or persons that may hold interests through participants. Ownership
of beneficial interests in such Global Security will be shown on, and the
transfer of that ownership will be effected only through, records maintained by
the Depositary for such Global Security or by participants or persons that hold
through participants. The laws of some states require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to transfer beneficial interests in
a Global Security.

So long as the Depositary for a Global Security, or its nominee, is the
owner of such Global Security, such Depositary or such nominee, as the case may
be, will be considered the sole owner or holder of the Debt Securities
represented by such Global Security for all purposes under the Indenture
governing such Debt Securities. Except as set forth below, owners of beneficial
interests in a Global Security will not be entitled to have Debt Securities of
the series represented by such Global Security registered in their names, will
not receive or be entitled to receive physical delivery of Debt Securities of
such series in definitive form and will not be considered the owners or holders
thereof under the Indenture governing such Debt Securities. Accordingly, each
person owning a beneficial interest in a Global Security must rely on the
procedures of the Depositary and, if such person is not a participant, on the
procedures of the participant and, if applicable, the indirect participant,
through which such person owns its interest, to exercise any rights of a holder
under the Indenture.

Subject to the restrictions discussed under "Limitations on Issuance of
Bearer Securities" below, principal, premium, if any, and interest payments on
Debt Securities registered in the name of or held by a Depositary or its nominee
will be made to the Depositary or its nominee, as the case may be, as the
registered owner or the holder of the Global Security representing such Debt
Securities. None of the Company, the Trustee for such Debt Securities, any
paying agent or the Security Registrar for such Debt Securities will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in a Global Security
for such Debt Securities or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

The Company expects that the Depositary for Debt Securities of a series,
upon receipt of any payment of principal, premium or interest in respect of a
definitive Global Security, will credit immediately participants' accounts with
payments in amounts proportionate to their respective beneficial interests in
the principal

6
<PAGE> 8

amount of such Global Security as shown on the records of such Depositary. The
Company also expects that payments by participants to owners of beneficial
interests in such Global Security held through such participants will be
governed by standing instructions and customary practices, as is now the case
with securities held for the accounts of customers in bearer form or registered
in "street name", and will be the responsibility of such participants. Receipt
by owners of beneficial interests in a temporary Global Security of payments in
respect of such temporary Global Security will be subject to the restrictions
discussed under "Limitations on Issuance of Bearer Securities" below.

If a Depositary for Debt Securities of a series is at any time unwilling or
unable to continue as Depositary and a successor Depositary is not appointed by
the Company within 90 days, the Company will issue Debt Securities of such
series in definitive form in exchange for the Global Security or Securities
representing the Debt Securities of such series. In addition, the Company may at
any time and in its sole discretion determine not to have any Debt Securities of
a series represented by one or more Global Securities and, in such event, will
issue Debt Securities of such series in definitive form in exchange for the
Global Security or Securities representing such Debt Securities. Further, an
owner of a beneficial interest in a Global Security representing Debt Securities
of such series may, on terms acceptable to the Company and the Depositary for
such Global Security, receive Debt Securities of such series in definitive form.
In any such instance, an owner of a beneficial interest in a Global Security
will be entitled to physical delivery in definitive form of Debt Securities of
the series represented by such Global Security equal in principal amount to such
beneficial interest and to have such Debt Securities registered in its name (if
the Debt Securities of such series are issuable as Registered Securities). Debt
Securities of such series so issued in definitive form will be issued (a) as
Registered Securities in denominations, unless otherwise specified by the
Company, of $1,000 and integral multiples thereof if the Debt Securities of such
series are issuable as Registered Securities, (b) as Bearer Securities in the
denomination, unless otherwise specified by the Company, of $1,000, $10,000 or
$100,000 if the Debt Securities of such series are issuable as Bearer Securities
or (c) as either Registered or Bearer Securities, if the Debt Securities of such
series are issuable in either form. (Section 305) See, however, "Limitations on
Issuance of Bearer Securities" below for a description of certain restrictions
on the issuance of a Bearer Security in definitive form in exchange for an
interest in a Global Security.

PAYMENT AND PAYING AGENTS

Payment of principal of and premium, if any, and interest on Bearer
Securities will be payable in the currency designated in the Prospectus
Supplement, subject to any applicable laws and regulations, at such paying
agencies outside the United States as the Company may appoint from time to time.
Any such payment may be made, at the option of a Holder, by a check in the
designated currency or by transfer to an account in the designated currency
maintained by the payee with a bank located outside the United States. No
payment with respect to any Bearer Security will be made at the Corporate Trust
Office of the Trustee or any other paying agency maintained by the Company in
the United States nor will any such payment be made by transfer to an account,
or by mail to an address, in the United States. Notwithstanding the foregoing,
payments of principal of and premium, if any, and interest on Bearer Securities
will be made in U.S. dollars at the Corporate Trust Office of the Trustee in The
City of New York if payment of the full amount thereof at all paying agencies
outside the United States is illegal or effectively precluded by exchange
controls or other similar restrictions. (Section 1002)

Payment of principal of and premium, if any, on Registered Securities will
be made in the designated currency against surrender of such Registered
Securities at the Corporate Trust Office of the Trustee in The City of New York.
Unless otherwise indicated in the Prospectus Supplement, payment of any
installment of interest on Registered Securities will be made to the person in
whose name such Debt Security is registered at the close of business on the
Regular Record Date for such interest. Unless otherwise indicated in the
Prospectus Supplement, payments of such interest will be made at the Corporate
Trust Office of the Trustee in The City of New York, or by a check in the
designated currency mailed to each Holder at such Holder's registered address.
(Sections 307 and 1001)

The paying agents outside the United States initially appointed by the
Company for a series of Debt Securities will be named in the Prospectus
Supplement. The Company may terminate the appointment of any

7
<PAGE> 9

of the paying agents from time to time, except that the Company will maintain at
least one paying agent in The City of New York for payments with respect to
Registered Securities and at least one paying agent in a city outside the United
States so long as any Bearer Securities are outstanding where Bearer Securities
may be presented for payment and may be surrendered for exchange, provided that
so long as any series of Debt Securities is listed on The International Stock
Exchange of the United Kingdom and the Republic of Ireland Limited or the
Luxembourg Stock Exchange or any other stock exchange located outside the United
States and such stock exchange shall so require, the Company will maintain a
paying agent in London or Luxembourg or any other required city located outside
the United States, as the case may be, for such series of Debt Securities.
(Section 1002)

All moneys paid by the Company to a paying agent for the payment of
principal of or premium, if any, or interest on any Debt Security that remains
unclaimed at the end of two years after such principal, premium or interest
shall have become due and payable will be repaid to the Company and the Holder
of such Debt Security or any coupon appertaining thereto will thereafter look
only to the Company for payment thereof. (Section 1003)

CERTAIN COVENANTS OF THE COMPANY

The Company covenants that, so long as any of the Debt Securities remains
outstanding, it will not, nor will it permit any Restricted Subsidiary (as
defined, see "Definition of Certain Terms" below) to issue, assume, or guarantee
any debt for money borrowed (herein referred to as "Debt") if such Debt is
secured by a mortgage on any Principal Property (as defined), or on any shares
of stock or indebtedness of any Restricted Subsidiary (whether such Principal
Property, shares of stock, or indebtedness are now owned or hereafter acquired)
without in any such case effectively providing that the Debt Securities shall be
secured equally and ratably with such Debt. This restriction, however, shall not
apply to: (i) mortgages on property, shares of stock, or indebtedness of any
corporation existing at the time such corporation becomes a Restricted
Subsidiary; (ii) mortgages on property existing at the time that it is acquired,
or to secure Debt incurred for the purpose of financing the purchase price of
such property or improvements or construction on the property, which Debt is
incurred prior to, at the time of or within one year after such acquisition,
completion of such construction, or the commencement of commercial operation of
such property thereon; (iii) mortgages securing Debt owing by any Restricted
Subsidiary to the Company or another Restricted Subsidiary; (iv) mortgages on
property of a corporation existing at the time such corporation is merged into
or consolidated with the Company or a Restricted Subsidiary or at the time of a
sale, lease or other disposition of the properties of a corporation as an
entirety or substantially as an entirety to the Company or a Restricted
Subsidiary; (v) mortgages on property of the Company or a Restricted Subsidiary
in favor of the United States of America or any State thereof, or any
department, agency or instrumentality or political subdivision of the United
States of America or any State thereof or in favor of any other country, or any
political subdivision thereof, to secure certain payments pursuant to any
contract or statute or to secure any indebtedness incurred for the purpose of
financing all or any part of the purchase price or the cost of construction of
the property subject to such mortgages (including without limitation mortgages
incurred in connection with pollution control, industrial revenue or similar
financings); (vi) mortgages existing at the date of the Indenture; (vii)
mortgages on particular property (or any proceeds of the sale thereof) to secure
all or any part of the cost of exploration, drilling, mining or development
thereof (including construction of facilities for field processing of minerals)
intended to obtain or materially increase the production and sale or other
disposition of oil, gas, coal, uranium, copper or other minerals therefrom, or
any indebtedness created, issued, assumed or guaranteed to provide funds for any
or all such purposes; or (viii) any extension, renewal or replacement (or
successive extensions, renewals or replacements), in whole or in part, of any
mortgage referred to in the foregoing clauses (i) through (vii) inclusive.
Notwithstanding the above, the Company and one or more Restricted Subsidiaries
may, without securing the Debt Securities, issue, assume, or guarantee secured
Debt which would otherwise be subject to the above restrictions, provided that
the aggregate amount of such Debt which would then be outstanding (not including
secured Debt permitted under the foregoing exceptions) and the aggregate
Attributable Debt (as defined) of sale and leaseback transactions subject to the
restrictions described in the second following paragraph and in existence at
such time (not including any sale and leaseback transaction as to which the
Company has complied with clause (b) of such paragraph) does not at any one time
exceed 10%

8
<PAGE> 10

of the Consolidated Net Tangible Assets (as defined) of the Company and its
consolidated Subsidiaries. (Section 1004)

For the purposes of the foregoing covenant, the following types of
transactions shall not be deemed to create Debt secured by a mortgage: the sale
or other transfer of (i) oil, gas, coal, uranium, copper or other minerals in
place for a period of time until, or in an amount such that, the purchaser will
realize therefrom a specified amount of money (however determined) or a
specified amount of such minerals or (ii) any other interest in property of the
character commonly referred to as a "production payment". (Section 1004)

Sale and leaseback transactions by the Company or any Restricted Subsidiary
of any Principal Property are prohibited unless (a) the Company or such
Restricted Subsidiary would be entitled (pursuant to the provisions of the
second preceding paragraph) to issue, assume, or guarantee Debt secured by the
property involved at least equal in amount to the Attributable Debt (as defined)
in respect of such transaction without equally and ratably securing the Debt
Securities or (b) an amount equal to such Attributable Debt is applied to the
retirement of nonsubordinated Debt of the Company or a Restricted Subsidiary
which by its terms matures at or is extendible or renewable at the option of the
obligor to a date more than twelve months after the creation of such Debt.
(Section 1005)

The Company will not consolidate or merge with or dispose of all or
substantially all of its property to any corporation unless the surviving
corporation (if other than the Company) shall assume the obligations of the
Company under the Indenture and under the Debt Securities. (Section 801) If on
any consolidation or merger of the Company or any Restricted Subsidiary with or
into any other corporation, or on any sale, conveyance, or lease of
substantially all its properties, any Principal Property or any shares of stock
or indebtedness of any Restricted Subsidiary would then become subject to any
mortgage, pledge, security interest, or other lien or encumbrance, the Company,
prior to such event, will secure the Debt Securities by a direct lien on such
Principal Property, shares of stock or indebtedness, prior to all liens other
than any previously existing. (Section 802)

Except for the limitations on secured debt and sale and leaseback
transactions described above, the Indenture and Debt Securities do not contain
any covenants or other provisions designed to afford holders of the Debt
Securities protection in the event of a highly leveraged transaction involving
the Company.

DEFINITION OF CERTAIN TERMS

"Subsidiary" is defined to mean any corporation which is consolidated in
the Company's accounts and any corporation of which at least a majority of the
outstanding stock having voting power under ordinary circumstances to elect a
majority of the board of directors of said corporation shall at the time be
owned or controlled by the Company or by the Company and one or more
Subsidiaries or by one or more Subsidiaries. (Section 101)

"Restricted Subsidiary" is defined to mean any wholly-owned Subsidiary (i)
substantially all the property of which is located within the continental United
States of America, (ii) which owns a Principal Property, and (iii) in which the
Company's investment exceeds 1% of the consolidated assets of the Company as of
the end of the last preceding year; provided, however, that the term "Restricted
Subsidiary" does not include any wholly-owned Subsidiary which is principally
engaged in leasing or in financing installment receivables or which is
principally engaged in financing the Company's operations outside the
continental United States. (Section 101)

"Principal Property" is defined as any manufacturing plant or facility or
any mineral producing property or any research facility located within the
continental United States of America owned by the Company or any Restricted
Subsidiary, unless, in the opinion of the Board of Directors, such plant,
facility, property or research facility is not of material importance to the
total business conducted by the Company and its Restricted Subsidiaries.
(Section 101)

"Attributable Debt" is defined as the present value (discounted as provided
in the Indenture) of the obligation of a lessee for rental payments during the
remaining term of any lease. (Section 1005)

9
<PAGE> 11

"Consolidated Net Tangible Assets" means the total amount of assets (less
applicable reserves and other properly deductible items) after deducting
therefrom (a) all current liabilities (excluding any thereof which are by their
terms extendible or renewable at the option of the obligor thereon to a time
more than 12 months after the time as of which the amount thereof is being
computed), and (b) all goodwill, trade names, trademarks, patents, purchased
technology, unamortized debt discount and other like intangible assets, all as
set forth on the most recent quarterly balance sheet of the Company and its
consolidated Subsidiaries and computed in accordance with generally accepted
accounting principles. (Section 101)

MODIFICATION OF THE INDENTURE

The Indenture permits the Company and the Trustee, with the consent of the
holders of not less than a majority in principal amount of the Debt Securities
at the time outstanding thereunder and affected thereby, to execute a
supplemental indenture modifying the Indenture or the rights of the holders of
such Debt Securities and any related coupons, provided that no such modification
shall, without the consent of the holder of each Debt Security affected thereby,
(i) change the maturity of any Debt Security or coupon, or reduce the principal
amount thereof, or reduce the rate or change the time of payment of interest
thereon, or change any Place of Payment or change the coin or currency in which
a Debt Security or coupon is payable or impair the right of any holder to
institute suit for the enforcement of payment in accordance with the foregoing,
or (ii) reduce the aforesaid percentage of Debt Securities, the consent of the
holders of which is required for any such modification. (Section 902)

The Indenture contains provisions for convening meetings of the Holders of
Debt Securities of a series. (Section 1401) A meeting may be called at any time
by the Trustee or upon the request of the Company or the Holders of at least 10%
in principal amount of the outstanding Debt Securities of such series, in any
such case upon notice given in accordance with the Indenture. (Section 1402)
Except as limited by the proviso in the preceding paragraph, any resolution
presented at a meeting or adjourned meeting at which a quorum is present may be
adopted by the affirmative vote of the Holders of not less than a majority in
principal amount of the outstanding Debt Securities of that series; provided,
however, that, except as limited by the proviso in the preceding paragraph, any
resolution with respect to any demand, consent, waiver or other action that may
be made, given or taken by the Holders of a specified percentage, which is less
than a majority in principal amount of outstanding Debt Securities of a series,
may be adopted at a meeting or adjourned meeting at which a quorum is present by
the affirmative vote of the Holders of such specified percentage in principal
amount of the outstanding Debt Securities of that series. (Section 1403)

Any resolution passed or decision taken at any meeting of Holders of Debt
Securities of any series duly held in accordance with the Indenture will be
binding on all Holders of Debt Securities of that series and the related
coupons. The quorum at any meeting called to adopt a resolution, and at any
reconvened meeting, will be persons holding or representing not less than a
majority in principal amount of the outstanding Debt Securities of a series.
(Section 1403)

EVENTS OF DEFAULT

The Indenture defines an Event of Default with respect to any series of
Debt Securities as being any one of the following events and such other event as
may be established for the Debt Securities of a particular series: (a) default
for 30 days in any payment of interest on such series; (b) default in any
payment of principal, and premium, if any, on such series; (c) default in the
payment of any sinking fund installment; (d) default for 60 days after
appropriate notice in performance of any other covenant in the Indenture; or (e)
certain events involving bankruptcy, insolvency or reorganization. No Event of
Default with respect to a particular series of Debt Securities issued under the
Indenture necessarily constitutes an Event of Default with respect to any other
series of Debt Securities issued thereunder. (Section 501) The Company is
required to file with the Trustee annually an Officer's Certificate indicating
whether the Company is in default under the Indenture. (Section 1008)

The Indenture provides that if an Event of Default specified therein shall
occur and be continuing with respect to any series of Debt Securities, either
the Trustee or the Holders of 25% in principal amount of the

10
<PAGE> 12

Debt Securities of such series (in the case of defaults under clauses (d) and
(e), the Holders of 25% in principal amount of all the Debt Securities) then
outstanding may declare the principal (or in the case of Original Issue Discount
Securities, such portion of the principal amount thereof as may be specified in
the terms thereof) of the Debt Securities of such series (or of all the Debt
Securities, as the case may be) to be due and payable. (Section 502) In certain
cases, the Holders of a majority in principal amount of the outstanding Debt
Securities of any series (or in the case of defaults under clauses (d) and (e),
the Holders of a majority in principal amount of all the Debt Securities) may on
behalf of the Holders of all the Debt Securities of any such series (or of all
the Debt Securities, as the case may be) and any related coupons waive any past
default or event of default except a default not theretofore cured in payment of
the principal of or premium, if any, or interest on any of the Debt Securities
of such series (or of all the Debt Securities, as the case may be) and any
related coupons. (Sections 502 and 513)

The Indenture contains a provision entitling the Trustee, subject to the
duty of the Trustee during default to act with the required standard of care, to
be indemnified by the Holders of the Debt Securities of any series or any
related coupons before proceeding to exercise any right or power under the
Indenture with respect to such series at the request of such Holders. (Section
603) The Indenture provides that no Holder of any Debt Securities of any series
or any related coupons may institute any proceeding, judicial or otherwise, to
enforce such Indenture except, among other things, where the Trustee has, for 60
days after it is given notice of default, failed to act, and where there has
been both a request to enforce such Indenture by the Holders of not less than
25% in aggregate principal amount of the then outstanding Debt Securities of
such series and an offer of reasonable indemnity to the Trustee. (Section 507)
This provision will not prevent any Holder of Debt Securities or any related
coupons from enforcing payment of the principal thereof and premium, if any, and
interest thereon at the respective due dates thereof. (Section 508) The Holders
of a majority in aggregate principal amount of the Debt Securities of any series
then outstanding may direct the time, method and place of conducting any
proceedings for any remedy available to the Trustee or exercising any trust or
power conferred on it with respect to the Debt Securities of such series.
However, the Trustee may refuse to follow any direction that conflicts with law
or the Indenture or which would be unjustly prejudicial to Holders not joining
therein. (Section 512)

The Indenture provides that the Trustee will, within 90 days after the
occurrence of a default with respect to any series of Debt Securities known to
it, give to the Holders of Debt Securities of such series notice of such default
if not cured or waived, but, except in the case of a default in the payment of
principal of (or premium, if any), or interest on, any Debt Securities, the
Trustee shall be protected in withholding such notice if it determines in good
faith that the withholding of such notice is in the interests of the Holders of
such Debt Securities. (Section 602)

DISCHARGE AND DEFEASANCE

The Indenture provides that the Company may specify that, with respect to
the Debt Securities of a certain series, it will be discharged from any and all
obligations in respect of such Debt Securities (except for certain obligations
to register the transfer or exchange of Debt Securities, to replace stolen, lost
or mutilated Debt Securities, to maintain paying agencies and hold monies for
payment in trust and, if so specified with respect to the Debt Securities of a
certain series, to pay the principal of (and premium, if any) and interest, if
any, on such specified Debt Securities) upon the irrevocable deposit with the
Trustee, in trust, of money and/or U.S. Government Obligations which through the
payment of interest and principal thereof in accordance with their terms will
provide money in an amount sufficient to pay any installment of principal (and
premium, if any) and interest, if any, on and any mandatory sinking fund
payments in respect of such Debt Securities on the stated maturity of such
payments in accordance with the terms of the Indenture and such Debt Securities.
If so specified with respect to the Debt Securities of a series, such a trust
may only be established if establishment of the trust would not cause the Debt
Securities of any such series listed on any nationally recognized securities
exchange to be de-listed as a result thereof. Also, if so specified with respect
to a series of Debt Securities, such establishment of such a trust may be
conditioned on the delivery by the Company to the Trustee of an Opinion of
Counsel (who may be counsel to the Company) to the effect that, based upon
applicable U.S. Federal income tax law or a ruling published by the United
States Internal

11
<PAGE> 13

Revenue Service, such a defeasance and discharge will not be deemed, or result
in, a taxable event with respect to Holders of such Debt Securities. The
designation of such provisions, U.S. Federal income tax consequences and other
considerations applicable thereto will be described in the Prospectus Supplement
relating thereto. (Section 1301)

TRUSTEE'S RELATIONSHIP WITH ISSUER

Chemical Bank will act as Trustee for Debt Securities issued under the
Chemical Indenture. Chemical Bank acts as depositary for funds of, makes loans
to, and performs other services for the Company in the normal course of
business. It also acts as trustee for the Company's Medium-Term Notes Series C,
Euro Medium-Term Notes Series C, Medium-Term Notes Series D, Euro Medium-Term
Notes Series D, Medium-Term Notes Series E, Euro Medium-Term Notes Series E,
8.45% Notes Due October 15, 1996, 8.65% Notes Due 1997, 9.15% Notes Due 2000, 6%
Debentures Due 2001, 8.50% Notes Due February 15, 2003, 8.125% Notes Due March
15, 2004, 8.25% Notes Due September 15, 2006, and 8 1/4% Debentures Due 2022. It
also acts as fiscal agent for the Company's 9% Notes Due 1994.

Bankers Trust Company will act as Trustee for Debt Securities issued under
the BT Indenture and may act as underwriter or agent (through an affiliate) with
respect to securities of the Company. Bankers Trust Company acts as depositary
for funds of, makes loans to, and performs other services for the Company in the
normal course of business. It also acts as trustee for the Company's Medium-Term
Notes Series F, 6 3/4% Notes Due 2002, 7.95% Debentures Due 2023, and 7 1/2%
Debentures Due 2033. It also acts as fiscal agent for the Company's 8 1/2% Notes
Due 1996, 8 1/2% Notes Due 1998, 7 1/2% Notes Due 1999, and 8% Notes Due 2002.

LIMITATIONS ON ISSUANCE OF BEARER SECURITIES

In compliance with United States Federal tax laws and regulations, in
general Bearer Notes may not be offered or sold during the Restricted Period (as
defined under "Plan of Distribution") to a person within the United States or
its possessions or to or for the account or benefit of, a United States person.
However, offers or sales can be made to (i) the U.S. office of international
organizations (as defined in Section 7701(a)(18) of the U.S. Internal Revenue
Code of 1986, as amended (the "Code") and the regulations thereunder), (ii) the
U.S. office of foreign central banks (as defined in Section 895 of the Code and
the regulations thereunder) and (iii) foreign branches of United States
financial institutions which are purchasing for their own account or for resale,
and which have agreed to comply with the requirements of Section 165(j)(3)(A),
(B) or (C) of the Code. In addition, sales can be made to a United States person
acquiring a Bearer Note through a financial institution described in clause
(iii) of the preceding sentence. Definitive Bearer Notes will not be delivered
within the United States, or in any event unless the beneficial owner of the
Notes had complied with the certification requirements described above under
"Description of Debt Securities-- General".

Bearer Notes will bear the following legend on their face and on any
interest coupons which may be detached therefrom or, if the obligation is
evidenced by a book entry, appears in the book of record in which the book entry
is made: "Any United States person who holds this obligation will be subject to
limitations under the United States income tax laws, including the limitations
provided in Sections 165(j) and 1287(a) of the United States Internal Revenue
Code". The Sections referred to in such legend provide that a United States
person who holds a Bearer Note will not be allowed to deduct any loss realized
on the sale, exchange or redemption of such Bearer Note and any gain (which
might otherwise be characterized as capital gain) recognized on such sale,
exchange or redemption will be treated as ordinary income.

As used herein, "United States person" means an individual who is a citizen
or resident of the United States, a corporation, partnership or other entity
created or organized in or under the laws of the United States or any political
subdivision thereof, or any estate or trust the income of which is subject to
United States Federal income taxation regardless of its source.

12
<PAGE> 14

EXPERTS

The consolidated financial statements of E. I. du Pont de Nemours and
Company incorporated in this Prospectus by reference to the Company's Annual
Report on Form 10-K for the year ended December 31, 1993, have been so
incorporated in reliance on the report of Price Waterhouse, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.

13
<PAGE> 15

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

<TABLE>
<S> <C>
S.E.C. Filing Fee............................................... $1,034,490
Trustee's Charges*.............................................. 20,000
Printing and Engraving*......................................... 100,000
Accounting Fees*................................................ 100,000
Rating Agency Fees*............................................. 325,000
Blue Sky and Legal Fees and Expenses*........................... 100,000
Miscellaneous*.................................................. 50,000
----------
$1,729,490
----------
----------
</TABLE>

- ------------
*Estimated.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Under provisions of the Bylaws of the Company, each person who is or was a
director or officer of the Company shall be indemnified by the Company as of
right to the full extent permitted or authorized by the General Corporation Law
of Delaware.

Under such law, to the extent that such a person is successful on the
merits in defense of a suit or proceeding brought against him by reason of the
fact that he is a director or officer of the Company, he shall be indemnified
against expenses (including attorneys' fees) reasonably incurred in connection
with such action.

If unsuccessful in defense of a third-party civil suit or a criminal suit,
or if such a suit is settled, such a person shall be indemnified under such law
against both (1) expenses (including attorneys' fees) and (2) judgments, fines
and amounts paid in settlement if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Company, and with respect to any criminal action, had no reasonable cause to
believe his conduct was unlawful.

If unsuccessful in defense of a suit brought by or in the right of the
Company, or if such suit is settled, such person shall be indemnified under such
law only against expenses (including attorneys' fees) incurred in the defense or
settlement of such suit if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the Company except
that if such a person is adjudged to be liable in such a suit for negligence or
misconduct in the performance of his duty to the Company, he cannot be made
whole even for expenses unless the court determines that he is fairly and
reasonably entitled to indemnity for such expenses.

The right to indemnification includes the right to be paid by the Company
the expenses incurred in defending in any action, suit or proceeding in advance
of its final disposition, subject to the receipt by the Company of such
undertakings as may be legally defined. In any action by an indemnitee to
enforce a right to indemnification or to recover advances, the burden of proving
that the indemnitee is not entitled to be indemnified is placed on the Company.

The Company has purchased liability insurance policies covering its
directors and officers to provide protection where the Company cannot legally
indemnify a director or officer and where a claim arises under the Employee
Retirement Income Security Act of 1974 against a director or officer based on an
alleged breach of fiduciary duty or other wrongful act.

II-1
<PAGE> 16

ITEM 16. EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------ -------------------------------------------------------------------------------
<S> <C>
1 --Form of Underwriting Agreement.*
4.1 -- Conformed copy of Indenture between the Registrant and Bankers Trust
Company, as Trustee (incorporated by reference to Exhibit 4.1 of the Company's
registration statement on Form S-3 (No. 33-48128)).
4.2 -- Conformed copy of Indenture between the Registrant and Chemical Bank, as
Trustee (incorporated by reference to Exhibit 4.2 of the Company's registration
statement on Form S-3 (No. 33-48128)).
4.3 --Forms of Debt Securities.*
5 --Opinion of H. J. Rudge as to the validity of the Debt Securities.*
12 --Computation of Ratio of Earnings to Fixed Charges.*
23.1 --Consent of Independent Accountants.*
23.2 -- The consent of H. J. Rudge is contained in his opinion filed as Exhibit 5 to
this Registration Statement.
24 --Powers of Attorney.*
25.1 -- Form T-1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of Bankers Trust Company.*
25.2 -- Form T-1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of Chemical Bank.*
</TABLE>

- ------------
* Filed herewith.

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Act;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;

Provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included is a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan annual
report pursuant to Section 15(d)

II-2
<PAGE> 17

of the Securities Exchange Act of 1934) that is incorporated by reference
in this registration statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 15 above or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted against the Registrant by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

II-3
<PAGE> 18

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF WILMINGTON, STATE OF DELAWARE, ON THE 27TH DAY OF
APRIL, 1994.
E. I. DU PONT DE NEMOURS AND
COMPANY
(Registrant)
/S/ C. L. HENRY
By: ........................................
C. L. HENRY, SENIOR VICE
PRESIDENT--DUPONT FINANCE

----------------------------

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW ON APRIL 27, 1994 BY THE FOLLOWING
PERSONS IN THE CAPACITIES INDICATED.

<TABLE>
<S> <C> <C> <C>
E. S. WOOLARD, JR. Chairman and Director )
(Principal Executive )
Officer) ) By: /S/ C. L. HENRY
P. N. BARNEVIK Director ) .....................................
A. F. BRIMMER Director ) C. L. HENRY
C. R. BRONFMAN Director ) SENIOR VICE PRESIDENT--
E. M. BRONFMAN Director ) DUPONT FINANCE
E. BRONFMAN, JR. Director ) (PRINCIPAL FINANCIAL
L. C. DUEMLING Director ) AND ACCOUNTING OFFICER
E. B. DU PONT Director ) AND ATTORNEY-IN-FACT
C. M. HARPER Director ) FOR BRACKETED INDIVIDUALS)
J. A. KROL Director )
M. P. MACKIMM Director )
C.S. NICANDROS Director )
W. K. REILLY Director )
H. R. SHARP, III Director )
C. M. VEST Director )
J. L. WEINBERG Director )
)
) By: /S/ H. J. RUDGE
) .....................................
) H. J. RUDGE
Original powers of attorney authorizing ) SENIOR VICE PRESIDENT
C. L. Henry and H. J. Rudge, jointly, to sign the ) AND GENERAL COUNSEL
registration statement and amendments thereto on ) (ATTORNEY-IN-FACT FOR
behalf of the above-named directors and officers ) BRACKETED INDIVIDUALS)
are filed with the Registration Statement. )

</TABLE>

II-4
<PAGE> 19

INDEX OF EXHIBITS

- ------------
* Filed herewith.

<PAGE> 1

EXHIBIT 1

E. I. DU PONT DE NEMOURS AND COMPANY

DEBT SECURITIES

UNDERWRITING AGREEMENT

xxx x, 199x

Dear Sirs:

E. I. du Pont de Nemours and Company, a Delaware corporation, (the
"Company") proposes to issue and sell from time to time certain of its debt
securities registered under the registration statement referred to in Section
1(a) ("Securities"). The Securities will be issued under an indenture, dated as
of June 1, 1992, between the Company and Bankers Trust Company, as Trustee, or
Chemical Bank, as Trustee, as designated in the Terms Agreement, and will have
varying designations, interest rates and times of payment of any interest,
maturities, redemption provisions and other terms, with all such terms for any
particular series of the Securities being determined at the time of the sale.
Particular series of the Securities may be sold to you and to such other firms
on whose behalf you may act for resale in accordance with terms of offering
determined at the time of sale. The Securities involved in any such offering are
hereinafter referred to as the "Purchased Securities". The firm or firms which
agree to purchase the same are hereinafter referred to as the "Underwriters" of
such Purchased Securities, and the representative or representatives of the
Underwriters, if any, specified in a Terms Agreement referred to in Section 2
are hereinafter referred to as the "Representatives"; provided, however, that if
the Terms Agreement does not specify any representative of the Underwriters, the
term "Representatives", as used in this Agreement (other than in Sections 4(a)
and 7), shall mean the Underwriters. The term "you" or "your", when used with
reference to any particular offering of Purchased Securities, shall refer to
those of you who are Underwriters with respect to such Purchased Securities. The
term "Contract Securities" means any Purchased Securities to be purchased
pursuant to the delayed delivery contracts referred to in Section 2(b) below.

1. Representations and Warranties of the Company. The Company represents
and warrants to, and agrees with, the Underwriters with respect to each offering
of Purchased Securities that:

(a) A registration statement (No. 33-xxxx), including a prospectus,
relating to the Securities has been filed with the Securities and Exchange
Commission ("Commission") and has become effective. Such registration
statement, as amended or supplemented by a prospectus supplement with
respect to such offering of Purchased Securities referred to in Section 2
and all prior amendments and supplements thereto (other than supplements
relating to Securities that are not Purchased Securities), are hereinafter
referred to as the "Registration Statement", and such prospectus, as so
amended or supplemented, including all material incorporated by reference
therein, as the "Prospectus".

(b) The Registration Statement and the Prospectus comply in all
material respects with the requirements of the Securities Act of 1933
("Act"), the Trust Indenture Act of 1939 ("Trust Indenture Act") and the
rules and regulations of the Commission ("Rules and Regulations"), and
neither of such documents includes any untrue statement of a material fact
or omits to state any material fact required to be stated therein or
necessary to make the statements therein not misleading, except that these
representations and warranties do not apply to statements or omissions in
the Registration Statement or Prospectus based upon information furnished
to the Company by the Underwriters expressly for use therein.

2. Purchase and Offering. (a) The obligations of the Underwriters to
purchase the Purchased Securities will be evidenced by an exchange of
telegraphic or other written communications substantially in the form of
Schedule I attached hereto ("Terms Agreement") at each time the Company
determines to sell Purchased Securities. Each Terms Agreement shall incorporate
by reference the provisions of this Agreement, except as otherwise provided
therein, and shall specify the firms which will be Underwriters, the principal
amount to be purchased by each Underwriter, the purchase price to be paid by the
Underwriters and the terms of the Purchased Securities not already specified in
the Indenture, including, but not limited to, interest rates,
<PAGE> 2

if any, maturity, redemption provisions and sinking fund requirements. Each
Terms Agreement shall also specify the time and date of delivery and payment for
the Purchased Securities other than any Contract Securities ("Closing Date") and
any details of the terms of offering which should be reflected in the Prospectus
supplement relating to the offering of the Purchased Securities. Such Prospectus
supplement shall set forth the terms contained in the Terms Agreement and such
other information that you and we agree at the time of execution of the Terms
Agreement should be included in the Prospectus supplement. The obligations of
the Underwriters to purchase the Purchased Securities shall be several and not
joint. It is understood that the Underwriters propose to offer the Purchased
Securities for sale as set forth in such Prospectus supplement. The Purchased
Securities will be in definitive form or book entry in such denominations and
registered in such names as the Underwriters request.

(b) If any Terms Agreement provides for sales of Purchased Securities
pursuant to delayed delivery contracts, the Company authorizes the Underwriters
to solicit offers to purchase Contract Securities pursuant to delayed delivery
contracts substantially in the form of Schedule II attached hereto ("Delayed
Delivery Contracts") with such changes therein as the Company may approve.
Delayed Delivery Contracts are to be with institutional investors, including
commercial and savings banks, insurance companies, pension funds, investment
companies and educational and charitable institutions. On the Closing Date the
Company will pay you as compensation, for the accounts of the Underwriters, the
fee set forth in such Terms Agreement in respect of the principal amount of
Contract Securities. The Underwriters will not have any responsibility in
respect of the validity or the performance of Delayed Delivery Contracts. If the
Company executes and delivers Delayed Delivery Contracts, the Contract
Securities shall be deducted from the Purchased Securities to be purchased by
the several Underwriters and the aggregate principal amount of Purchased
Securities to be purchased by each Underwriter shall be reduced pro rata in
proportion to the principal amount of Purchased Securities set forth opposite
each Underwriter's name in such Terms Agreement, except to the extent that you
determine that such reduction shall be otherwise and so advise the Company.

3. Covenants of the Company. In connection with each offering of Purchased
Securities, the Company covenants and agrees with the Underwriters that:

(a) If at any time when, in the opinion of counsel for the
Underwriters, a prospectus relating to the Purchased Securities is required
to be delivered under the Act any event occurs as a result of which the
Prospectus as then amended or supplemented would include an untrue
statement of a material fact, or omit to state any material fact necessary
to make the statements therein, in the light of the circumstances under
which they were made, not misleading, or if it is necessary at any time to
amend or supplement the Registration Statement or Prospectus to comply with
the Act or the Rules or Regulations, the Company promptly will prepare and
file with the Commission an amendment or supplement which will correct such
statement or omission, or an amendment which will effect such compliance
and furnish, at its own expense, copies of such amendment or supplement to
you.

(b) The Company will furnish to each Underwriter copies of the
Registration Statement, the Prospectus, and all amendments and supplements
to such documents (except that supplements relating to Securities that are
not Purchased Securities will be furnished only to you), in each case as
soon as available and in such quantities as you reasonably request.

(c) Before amending or supplementing the Registration Statement or
Prospectus with respect to any Purchased Securities, the Company will
furnish you a copy of each such proposed amendment or supplement.

(d) The Company will arrange for the qualification of the Purchased
Securities for sale and the determination of their eligibility for
investment under the laws of such jurisdictions within the United States as
you designate and will continue such qualifications in effect so long as
required for the distribution.

(e) Not later than 45 days after the end of the 12-month period
beginning at the end of any fiscal quarter of the Company during which the
Closing Date occurs, the Company will make generally

2
<PAGE> 3

available to its security holders an earnings statement covering such
12-month period which will satisfy the provisions of Section 11(a) of the
Act and Rule 158 under the Act.

(f) The Company will pay all expenses incident to the performance of
its obligations under this Agreement, and will reimburse the Underwriters
for any expenses (including fees and disbursements of counsel) incurred in
connection with qualifications of the Purchased Securities for sale and
determination of their eligibility for investment under the laws of such
jurisdictions as you designate and the printing of memoranda relating
thereto and for any fees charged by investment rating agencies for rating
of the Purchased Securities and for expenses incurred in distributing
preliminary prospectuses and the Prospectus (including any amendments and
supplements thereto) to the Underwriters.

(g) Until one business day after the Closing Date, the Company will
not offer, sell, contract to sell or announce the offering of any of its
debt securities covered by any registration statement filed under the Act
without prior written notice to you.

4. Conditions. The several obligations of the Underwriters to purchase and
pay for any issue of Purchased Securities hereunder will be subject to the
accuracy of the representations and warranties on the part of the Company
herein, to the performance by the Company of its obligations hereunder and to
the following additional conditions precedent:

(a) Subsequent to the execution of the Terms Agreement there shall not
have occurred (i) any change, or any development involving a prospective
change, in or affecting particularly the business or properties of the
Company or its subsidiaries which, in the judgment of a majority in
interest of the Underwriters (including any Representatives), materially
impairs the investment quality of the Purchased Securities or (ii) any
downgrading in the rating of the Company's debt securities or preferred
stock by Moody's Investors Service, Inc. or Standard & Poor's Corporation.

(b) No stop order suspending the effectiveness of the Registration
Statement shall have been issued and no proceedings for that purpose shall
have been instituted or, to the knowledge of the Company or the
Underwriters, shall be contemplated by the Commission.

(i) A letter of Price Waterhouse dated the Closing Date, in form
and substance satisfactory to you, with respect to the financial
statements and certain financial information contained in or
incorporated by reference into the Registration Statement and the
Prospectus.

(ii) An opinion of the General Counsel or any Assistant General
Counsel of the Company, dated the Closing Date, to the effect that:

(A) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of its
jurisdiction of incorporation, with power and authority under such
laws to own its properties and conduct its business as described in
the Prospectus and is duly qualified to do business as a foreign
corporation in good standing in all other jurisdictions in which the
ownership or leasing of its properties or in which the conduct of its
business requires such qualifications, except for such jurisdictions
in which the failure to so qualify would not have a material adverse
effect on the business or properties of the Company;

(B) The Purchased Securities have been duly authorized and
executed and when authenticated, delivered to and paid for by the
Underwriters or by institutional investors pursuant to any Delayed
Delivery Contracts will constitute valid and legally binding
obligations of the Company entitled to the benefits provided by the
Indenture;

(C) The Indenture has been duly authorized, executed and
delivered; has been duly qualified under the Trust Indenture Act; and
constitutes a valid and legally binding instrument in accordance with
its terms except as the same may be limited by bankruptcy,
insolvency, reorganization or other laws relating to or affecting the
enforcement of creditors' rights;

3
<PAGE> 4

(D) The Registration Statement has become effective under the
Act, the Prospectus was filed with the Commission pursuant to the
subparagraph of Rule 424(b) specified in such opinion on the date
specified therein, and, to the best of the knowledge of such counsel,
no stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose have
been instituted or are pending or contemplated under the Act; the
Registration Statement and Prospectus, as of the date of the Terms
Agreement, complied as to form in all material respects with the
requirements of the Act, the Trust Indenture Act and the Rules and
Regulations; such counsel has no reason to believe that the
Registration Statement, as of such date, contained any untrue
statement of material fact or omitted to state any material fact
required to be stated therein or necessary to make the statements
therein not misleading or that the Prospectus contains any untrue
statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made,
not misleading; the descriptions in the Registration Statement and
Prospectus of the Purchased Securities and of statutes, legal and
governmental proceedings and contracts and other documents are
accurate and fairly present the information required to be shown; and
such counsel does not know of any legal or governmental proceedings
required to be described in the Prospectus which are not described as
required, nor of any contracts or documents of a character required
to be described in the Registration Statement or Prospectus or to be
filed as exhibits to the Registration Statement which are not
described and filed as required; it being understood that such
counsel need express no opinion as to the financial data contained in
the Registration Statement or Prospectus;

(E) This Agreement, the Terms Agreement and any Delayed Delivery
Contracts have been duly authorized, executed and delivered by the
Company;

(F) The Issuance of the Purchased Securities in accordance with
the Indenture and the sale thereof in accordance with the terms of
this Agreement, the Terms Agreement, or of any Delayed Delivery
Contracts do not and will not result in any violation of any of the
terms or provisions of the Company's certificate of incorporation or
Bylaws or of any indenture, mortgage or other agreement known to such
counsel by which the Company is bound; and

(G) No consent, approval, authorization or order of, or filing
with, any regulatory board, agency or instrumentality having
jurisdiction over the Company (other than registration under the Act
and qualification under state securities or Blue Sky laws) is
necessary in connection with the issuance and sale of the Purchased
Securities.

(iii) An opinion or opinions of counsel for the Underwriters as to
such of the matters stated in clause (ii) above as you shall request.

(iv) A certificate of any one of the Chairman, any Vice Chairman,
the Senior Vice President -- DuPont Finance, the Vice President and
Treasurer, the Vice President and Controller, the Vice
President -- Treasury, or any Assistant Treasurer of the Company, dated
the Closing Date, in which such officer, to the best of his or her
knowledge after reasonable investigation, shall state that the
representations and warranties of the Company in this Agreement are true
and correct, that the Company has complied with all agreements and
satisfied all conditions on its part to be performed or satisfied at or
prior to the Closing Date, that no stop order suspending the
effectiveness of the Registration Statement has been issued and no
proceedings for that purpose have been instituted or are contemplated by
the Commission, and that, subsequent to the dates of the most recent
financial statements in the Prospectus, there has been no material
adverse change in the business, financial position or results of
operations of the Company and its subsidiaries, taken as a whole, except
as set forth or contemplated in the Prospectus or as described in such
certificate.

(d) The Company shall have accepted Delayed Delivery Contracts in any
case where sales of Contract Securities arranged by the Underwriter have
been approved by the Company.

4
<PAGE> 5

5. Indemnification. (a) The Company will indemnify and hold harmless each
Underwriter and each person, if any, who controls such Underwriter within the
meaning of the Act against any losses, claims, damages, or liabilities, joint or
several, to which such Underwriter or such controlling persons may become
subject, under the Act or otherwise, insofar as such losses, claims, damages, or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
the Registration Statement, the Prospectus, or any amendment or supplement
thereto, or any related preliminary prospectus, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading;
and will reimburse each Underwriter and each such controlling person, as
incurred, for any legal or other expenses reasonably incurred by such
Underwriter or such controlling person in connection with investigating or
defending any such loss, claim, damage, liability or action, provided, however,
that the Company will not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
any of such documents in reliance upon and in conformity with written
information furnished to the Company by any Underwriter specifically for use
therein. This indemnity agreement will be in addition to any liability which the
Company may otherwise have.

(b) Each Underwriter will indemnify and hold harmless the Company, each of
its directors, each of its officers who have signed the Registration Statement
and each person, if any, who controls the Company within the meaning of the Act,
against any losses, claims, damages or liabilities to which the Company or any
such director, officer or controlling person may become subject, under the Act
or otherwise, insofar as such losses, claims, damages, or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of any material fact contained in the Registration
Statement, the Prospectus or any amendment or supplement thereto, or any related
preliminary prospectus, or arise out of or are based upon the omission or the
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to the Company by such underwriter
specifically for use therein; and will reimburse, as incurred, any legal or
other expenses reasonably incurred by the Company or any such director, officer
or controlling person in connection with investigating or defending any such
loss, claim, damage, liability or action. This indemnity agreement will be in
addition to any liability which such Underwriter may otherwise have.

(c) In case any proceeding (including any governmental investigation) shall
be instituted involving any person in respect of which indemnity may be sought
pursuant to either of the two preceding paragraphs, such person (the
"indemnified party") shall promptly notify the person against whom such
indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such proceeding.
In any such proceeding, any indemnified party shall have the right to retain its
own counsel, but the fees and expenses of such counsel shall be at the expense
of such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that the indemnifying party
shall not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the reasonable fees and expenses of more than one
separate firm for all such indemnified parties. Such firm shall be designated in
writing by you in the case of parties indemnified pursuant to Section 5(a) and
by the Company in the case of parties indemnified pursuant to Section 5(b). The
indemnifying party shall not be liable for any settlement of any proceeding
effected without its written consent but if settled with such consent or if
there be a final judgment for the plaintiff, the indemnifying party agrees to
indemnify the indemnified party from and against any loss or liability by reason
of such settlement or judgment.

5
<PAGE> 6

(d) If the indemnification provided for in this Section is unavailable or
insufficient to hold harmless an indemnified party, then each indemnifying party
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages or liabilities (i) in such proportion as
is appropriate to reflect the relative benefits received by the Company on the
one hand and the Underwriters on the other from the offering of the Purchased
Securities or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative
fault of the Company on the one hand and of the Underwriters on the other in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and the Underwriters on the other in connection with the offering of the
Purchased Securities shall be deemed to be in the same proportion as the total
net proceeds from the offering of such Securities (before deducting expenses)
received by the Company bear to the total underwriting discounts and commissions
received by the Underwriters in respect thereof. The relative fault of the
Company on the one hand and of the Underwriters on the other shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company or by the
Underwriters and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.

(e) The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding paragraph.
The amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section, no Underwriter shall be required
to contribute any amount in excess of the amount by which the total price at
which the Purchased Securities underwritten and distributed to the public by
such Underwriter were offered to the public exceeds the amount of any damages
which such Underwriter has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. The Underwriters' obligations to contribute
pursuant to this Section are several in proportion to the respective principal
amounts of Purchased Securities purchased by such Underwriters and not joint.

6. Default of Underwriters. If any Underwriter or Underwriters default in
their obligations to purchase Purchased Securities under any Terms Agreement and
the aggregate principal amount of Purchased Securities which such defaulting
Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of
the total principal amount of Purchased Securities, you may make arrangements
satisfactory to the Company for the purchase of such Purchased Securities by
other persons, including any of the Underwriters, but if no such arrangements
are made by the Closing Date the non-defaulting Underwriters shall be obligated
severally, in proportion to their respective commitments under such Terms
Agreement, to purchase the Purchased Securities which such defaulting
Underwriters agreed but failed to purchase. If any Underwriter or Underwriters
so default and the aggregate principal amount of Purchased Securities with
respect to which such default or defaults occur is more than 10% of the total
principal amount of Purchased Securities and arrangements satisfactory to you
and the Company are not made within thirty-six hours after such default, such
Terms Agreement will terminate without liability on the part of any
non-defaulting Underwriter or the Company, except as provided in Section 8. As
used in this Agreement, the term "Underwriter" includes any person substituted
for an Underwriter under this Section. The foregoing obligations and agreements
set forth in this Section will not apply if the Purchased Securities are being
purchased pursuant to a "bought deal" which is identified as such in the Terms
Agreement. Nothing herein will relieve a defaulting Underwriter from liability
for its default.

6
<PAGE> 7

7. Termination. If Purchased Securities are being purchased pursuant to a
"firm bid" which is identified as such in the Terms Agreement, such Terms
Agreement shall be subject to termination in your absolute discretion, by notice
given to the Company prior to delivery of and payment for the Purchased
Securities, if prior to such time there shall have occurred (i) any suspension
or limitation of trading in securities generally on the New York Stock Exchange,
or any setting of minimum prices for trading on such exchange, or any suspension
of trading of any securities of the Company on any exchange or in the over-the-
counter market if, in your judgment, the effect of any such suspension makes it
impractical or inadvisable to proceed with solicitations of purchases of, or
sales of, Purchased Securities; (ii) any banking moratorium declared by Federal
or New York authorities; or (iii) any outbreak or escalation of major
hostilities in which the United States is involved, any declaration of war by
Congress or any other substantial national or international calamity or
emergency if, in your judgment, the effect of any such outbreak, escalation,
declaration, calamity or emergency makes it impractical or inadvisable to
proceed with completion of the sale of and payment for the Purchased Securities.

8. Survival of Representations, Warranties, etc. The respective
representations, warranties, agreements and indemnities of the Company and the
Underwriters set forth in or made pursuant to this Agreement will remain in full
force and effect, regardless of any investigation, or statement as to the
results thereof, made by or on behalf of the Underwriters or the Company or any
of its officers or directors or any controlling person, and will survive
delivery of and payment for the Purchased Securities. If any Terms Agreement is
terminated pursuant to Section 6 or if for any reason the purchase of the
Purchased Securities by the Underwriters pursuant to such Terms Agreement is not
consummated, the Company shall remain responsible for the expenses to be paid or
reimbursed by it pursuant to Section 3 and the respective obligations of the
Company and the Underwriters pursuant to Section 5 shall remain in effect. If
any Terms Agreement shall be terminated by the Underwriters, or any of them,
because of any failure or refusal on the part of the Company to comply with the
terms or to fulfill any of the conditions of this Agreement or under such Terms
Agreement, or if for any reason the Company shall be unable to perform its
obligations under this Agreement or under such Terms Agreement, the Company will
reimburse the Underwriters or such Underwriters as have so terminated such Terms
Agreement with respect to themselves, severally, for all out-of-pocket expenses
(including the fees and expenses of their counsel) reasonably incurred by them
in connection with the Purchased Securities.

9. Successors. This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective successors and the officers and
directors and controlling persons referred to in Section 5 hereof, and no other
person will have any right or obligation hereunder.

10. Miscellaneous. This Agreement may be executed in one or more
counterparts and it is not necessary that signatures of all parties appear on
the same counterpart, but such counterparts together shall constitute but one
and the same agreement. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

7
<PAGE> 8

If the foregoing is in accordance with your understanding of our agreement,
kindly sign and return to us the enclosed duplicate hereof, whereupon it will
become a binding agreement between Underwriters and the Company in accordance
with its terms.

Very truly yours,

E. I. DU PONT DE NEMOURS AND COMPANY

By..................................
Vice President and Treasurer

The foregoing Agreement is hereby confirmed
and accepted as of the date first above
written.

By .................................
Title:

8
<PAGE> 9

SCHEDULE I

E. I. DU PONT DE NEMOURS AND COMPANY
("COMPANY")

DEBT SECURITIES

TERMS AGREEMENT

E. I. DU PONT DE NEMOURS AND COMPANY
1007 Market Street
Wilmington, Delaware 19898

Attention: John C. Sargent

Dear Sirs:

On behalf of the several Underwriters named in Schedule A hereto and for
their respective accounts, we offer to purchase, severally and not jointly, on
and subject to the terms and conditions of the Underwriting Agreement dated xxx
x, 199x ("Underwriting Agreement"), the following securities ("Securities") on
the following terms:

TITLE: [ %] [Floating Rate] Notes [Debentures--Bonds--Due
].

PRINCIPAL AMOUNT:

INTEREST: [ % per annum, from , 19 , payable
semiannually on and , commencing
, 19 to holders of record on the preceding
or as the case may be.] [Zero
Coupon.]

MATURITY:

OPTIONAL REDEMPTION:

SINKING FUND:

DEFEASANCE:

DELAYED DELIVERY CONTRACTS:

PURCHASE PRICE:

EXPECTED REOFFERING PRICE:

OTHER TERMS: [This is a "firm bid" for purposes of Section 7 of the
Underwriting Agreement]

CLOSING:

TRUSTEE:

The respective principal amounts of the Securities to be purchased by each
of the Underwriters are set forth opposite their names in Schedule A hereto.

[If appropriate, insert--It is understood that we may, with your consent,
amend this offer to add additional Underwriters and reduce the aggregate
principal amount to be purchased by the Underwriters listed in Schedule A hereto
by the aggregate principal amount to be purchased by such additional
Underwriters.]

The provisions of the Underwriting Agreement are incorporated herein by
reference [if appropriate, insert--, except that the obligations and agreements
set forth in Section 6 ("Default of Underwriters") of the Underwriting Agreement
shall not apply to the obligations of the Underwriters to purchase the above
Securities and thus Terms Agreement shall be treated as a "bought deal"].

Please signify your acceptance of our offer by signing the enclosed
response to us in the space provided and return it to us.

Very truly yours,

By: ................................
Title:
<PAGE> 10

SCHEDULE A

<TABLE>
<CAPTION>
PRINCIPAL
UNDERWRITERS AMOUNT
- ------------------------------------------------------------------------------ ------------
<S> <C>
------------
Total....................................................................... $
------------
------------
</TABLE>

2
<PAGE> 11

To:
[Insert name(s) of other Representatives or Underwriters]
As [Representative(s) of the Several] Underwriters(s),
c/o

We accept the offer contained in your [letter][wire], dated, ,
19 , relating to $ million principal amount of our [insert title of
Securities]. We also confirm that, to the best of our knowledge after reasonable
investigation, the representations and warranties of the undersigned in the
Underwriting Agreement dated xx, 19xx ("Underwriting Agreement") are
true and correct, no stop order suspending the effectiveness of the Registration
Statement (as defined in the Underwriting Agreement) or of any part thereof has
been issued and no proceedings for that purpose have been instituted or, to the
knowledge of the undersigned, are contemplated by the Securities and Exchange
Commission and, subsequent to the respective dates of the most recent financial
statements in the Prospectus (as defined in the Underwriting Agreement), there
has been no material adverse change in the financial position or results of
operations of the undersigned and its subsidiaries except as set forth in or
contemplated by the Prospectus.

Very truly yours,

E. I. DU PONT DE NEMOURS AND COMPANY

By.............................
[Insert Title]

3
<PAGE> 12

SCHEDULE II

DELAYED DELIVERY CONTRACT

, 19

E. I. du Pont de Nemours and Company
c/o [underwriters and address]

Dear Sirs:

The undersigned hereby agrees to purchase from E. I. du Pont de Nemours and
Company, a Delaware corporation (the "Company"), and the Company agrees to sell
to the undersigned

principal amount of the Company's [state title of issue] (the "Securities"),
offered by the Company's Prospectus dated and a Prospectus
Supplement dated , 19 relating thereto, receipt of copies of which
are hereby acknowledged, at a purchase price of % of the principal amount
thereof plus accrued interest, if any, and on the further terms and conditions
set forth in this contract. The undersigned does not contemplate selling
Securities prior to making payment therefor.

The undersigned will purchase from the Company Securities in the principal
amounts and on the delivery dates set forth below:

<TABLE>
<CAPTION>
DELIVERY PRINCIPAL PLUS ACCRUED
DATE AMOUNT INTEREST FROM:
------------------- ------------------- -------------------
<S> <C> <C>
$
$
$
</TABLE>

Each such date on which Securities are to be purchased hereunder is hereinafter
referred to as a "Delivery Date".

Payment for the Securities which the undersigned has agreed to purchase on
the Delivery Date shall be made to the Company or its order by certified or
official bank check in New York Clearing House (next day) funds at the office of
, New York, N.Y., at A.M. (New York time) on the Delivery Date,
upon delivery to the undersigned of the Securities to be purchased by the
undersigned on the Delivery Date, in such denominations and registered in such
names as the undersigned may designate by written or telegraphic communication
addressed to the Company not less than five full business days prior to the
Delivery Date.

The provisions for delayed delivery and payment are for the sole
convenience of the undersigned. The purchase hereunder of Securities is to be
regarded in all respects as a purchase as of the date of this Contract. The
obligation of the undersigned to take delivery of and make payment for the
Securities on the Delivery Date shall be subject to the conditions that (1) the
purchase of Securities to be made by the undersigned shall not at the time of
delivery be prohibited under the laws of the jurisdiction to which the
undersigned is subject and (2) the Company shall have sold, and delivery shall
have taken place to Underwriters of, such part of the Securities as is to be
sold to them. The undersigned represents that its investment in the Securities
is not, as of the date hereof, prohibited under the laws of any jurisdiction to
which the undersigned is subject and which governs such investment.

Promptly after completion of sale and delivery to the Underwriters, the
Company will mail or deliver to the undersigned at its address set forth below
notice to such effect, accompanied by a copy of the opinion of counsel for the
Company delivered to the Underwriters in connection therewith.

II-1
<PAGE> 13

Failure to take delivery of and make payment for Securities by any
purchaser under any other Delayed Delivery Contract shall not relieve the
undersigned of its obligations under this contract.

This contract will inure to the benefit of and be binding upon the parties
hereto and their respective successors, but will not be assignable by either
party hereto without the written consent of the other.

It is understood that the acceptance of any contract is in the Company's
sole discretion and, without limiting the foregoing, need not be on a
first-come, first-served basis. If this contract is acceptable to the Company,
it is requested that the Company sign the form of acceptance below and mail or
deliver one of the counterparts hereof to the undersigned at its address set
forth below. This will become a binding contract, as of the date first above
written, between the Company and the undersigned when such counterpart is so
mailed or delivered.

This contract shall be governed by and construed in accordance with the
laws of the State of New York.

Yours very truly,

-------------------------------------
(Purchaser)

By
-----------------------------------

-----------------------------------
(Title)

-----------------------------------

-----------------------------------
(Address)

Accepted:

E. I. DU PONT DE NEMOURS AND COMPANY

By
-------------------------------
PURCHASER -- PLEASE COMPLETE AT TIME OF SIGNING

The name and telephone and department of the representative of the
Purchaser with whom details of delivery on the Delivery Date may be discussed is
as follows: (Please print.)

<TABLE>
<CAPTION>
TELEPHONE NO.
NAME (INCLUDING AREA CODE) DEPARTMENT
- -------------------------------------------- ---------------------- ----------------------
<S> <C> <C>
</TABLE>

II-2

<PAGE> 1

EXHIBIT 4.3

(FORM 1)

(FORM OF FACE OF NOTE)

NO. $

E. I. DU PONT DE NEMOURS AND COMPANY
% NOTE DUE

E. I. DU PONT DE NEMOURS AND COMPANY, a corporation duly organized and
existing under the laws of the State of Delaware (herein referred to as the
"Company"), for value received, hereby promises to pay to or
registered assigns, at the office or agency of the Company in the Borough of
Manhattan, The City of New York, the principal sum of
Dollars on , in such coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of
public and private debts, and to pay interest, semiannually on
and of each year, commencing , , on said
principal sum at said office or agency, in like coin or currency, at the rate
per annum specified in the title of this Note, from the or
the , as the case may be, next preceding the date of this
Note to which interest has been paid, unless the date hereof is a date to which
interest has been paid, in which case from the date of this Note, or unless no
interest has been paid on these Notes, in which case from ,
, until payment of said principal sum has been made or duly provided for;
provided, however, that payment of interest may be made at the option of the
Company by check mailed to the address of the person entitled thereto as such
address shall appear on the Security Register. Notwithstanding the foregoing, if
the date hereof is after the day of or , as the
case may be, and before the following or , this
Note shall bear interest from such or ; provided,
however, that if the Company shall default in the payment of interest due on
such or , then this Note shall bear interest from
the next preceding or , to which interest has been
paid or, if no interest has been paid on these Notes, from . The
interest so payable on any or , will, subject to
certain exceptions provided in the Indenture referred to on the reverse hereof,
to be paid to the person in whose name this Note is registered at the close of
business on the or , as the case may be, next
preceding such or .

Reference is made to the further provisions of this Note set forth on the
reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.

This Note shall not be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been signed by the Trustee under
the Indenture referred to on the reverse hereof.

IN WITNESS WHEREOF, E. I. DU PONT DE NEMOURS AND COMPANY has caused this
instrument to be signed by facsimile by its duly authorized officers and has
caused a facsimile of its corporate seal to be affixed hereunto or imprinted
hereon.

Dated:

E. I. DU PONT DE NEMOURS AND COMPANY

By
----------------------------------

By
----------------------------------
<PAGE> 2

(FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION)

This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.

as
Trustee

By
--------------------------------------
Authorized Officer

2
<PAGE> 3

(FORM OF REVERSE OF NOTE)

E. I. DU PONT DE NEMOURS AND COMPANY
% NOTE DUE

This Note is one of a duly authorized issue of debentures, notes, bonds or
other evidences of indebtedness of the Company (hereinafter called the
"Securities") of the series hereinafter specified, all issued or to be issued
under and pursuant to an indenture dated as of , 19xx (herein
called the "Indenture"), duly executed and delivered by the Company to
, Trustee (herein
called the "Trustee"), to which indenture and all indentures supplemental
thereto reference is hereby made for a description of the rights, limitations of
rights, obligations, duties and immunities thereunder of the Trustee, the
Company and the Holders of the Securities. The Securities may be issued in one
or more series, which different series may be issued in various aggregate
principal amounts, may mature at different times, may bear interest (if any) at
different rates, may be subject to different redemption provisions (if any), may
be subject to different sinking, purchase or analogous funds (if any), may be
subject to different covenants and Events of Default and may otherwise vary as
in the Indenture provided. This Note is one of a series designated as the %
Notes Due of the Company, limited in aggregate principal amount to
$ .

In case an Event of Default with respect to the % Notes Due , as
defined in the Indenture, shall have occurred and be continuing, the principal
hereof may be declared, and upon such declaration shall become, due and payable,
in the manner, with the effect and subject to the conditions provided in the
Indenture.

The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the Holders of not less than a majority in aggregate
principal amount of the Securities at the time Outstanding of all series to be
affected (voting as one class), evidenced as in the Indenture provided, to
execute supplemental indentures adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or modifying in any
manner the rights of the Holders of the Securities of each such series;
provided, however, that no such supplemental indenture shall (i) change the
Stated Maturity of the principal of, or any installment of interest on, any
Security, or reduce the principal amount thereof or the interest thereon or any
premium payable upon redemption thereof, or change any obligation of the Company
to pay additional amounts thereon, or reduce the amount of the principal of an
Original Issue Discount Security that would be due and payable upon a
declaration of acceleration of the Maturity thereof, or change any Place of
Payment, or change the coin or currency in which any Security or the interest
thereon or any coupon is payable, or impair the right to institute suit for the
enforcement of any such payment on or after the Stated Maturity thereof (or, in
the case of redemption, on or after the Redemption Date), without the consent of
the Holder of each Security so affected, or (ii) reduce the aforesaid percentage
of Securities, the Holders of which are required to consent to any such
supplemental indenture or for any waiver of compliance with certain provisions
of the Indenture or certain defaults thereunder and their consequences, without
the consent of the Holder of each Security affected. It is also provided in the
Indenture that, with respect to certain defaults or Events of Default regarding
the Securities of any series, after any declaration accelerating the maturity of
such Securities and before a judgment or decree for payment of the money due has
been obtained by the Trustee, the Holders of a majority in aggregate principal
amount Outstanding of the Securities of such series (or, in the case of certain
defaults or Events of Default, all the Securities) may on behalf of the Holders
of all the Securities of such series (or all the Securities, as the case may be)
waive any such past default or Event of Default and its consequences. The
preceding sentence shall not, however, apply to a default in the payment of the
principal of, premium, if any, or interest, if any, on any of the Securities.
Any such consent or waiver by the Holder of this Note (unless revoked as
provided in the Indenture) shall be conclusive and binding upon such Holder and
upon all future Holders and owners of this Note and any Notes which may be
issued in exchange or substitution herefor, irrespective of whether or not any
notation thereof is made upon this Note or such other Notes.

3
<PAGE> 4

No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and interest
on this Note at the place, at the respective times, at the rate and in the coin
or currency herein prescribed.

The Notes are issuable in registered form without coupons in denomination
of $ and any multiple of $ . At the office or agency of the Company in the
Borough of Manhattan, The City of New York, and in the manner and subject to the
limitations provided in the Indenture, but without the payment of any service
charge, Notes may be exchanged for a like aggregate principal amount of Notes of
other authorized denominations.

The Notes may be redeemed at the option of the Company as a whole, or from
time to time in part, on any date after and prior to Maturity,
upon mailing a notice of such redemption not less than 30 nor more than 60 days
prior to the date fixed for redemption to the Holders of Notes at their last
registered addresses, all as further provided in the Indenture, at the following
redemption prices (expressed in percentages of the principal amount) together in
each case with accrued interest to the date fixed for redemption:

If redeemed during the twelve-month period beginning
.

<TABLE>
<CAPTION>
YEAR PERCENTAGE YEAR PERCENTAGE
- -------------- ---------- -------------- ----------
<S> <C> <C> <C>
</TABLE>

Upon due presentment for registration of transfer of this Note at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, a new Note or Notes of authorized denominations for an equal aggregate
principal amount will be issued to the transferee in exchange therefor, subject
to the limitations provided in the Indenture, without charge except for any tax
or other governmental charge imposed in connection therewith.

The Company, the Trustee, any Paying Agent and any Security Registrar may
deem and treat the registered Holder hereof as the absolute owner of this Note
(whether or not this Note shall be overdue and notwithstanding any notation of
ownership or other writing hereon), for the purpose of receiving payment hereof,
or on account hereof, and for all other purposes, and neither the Company nor
the Trustee nor any Paying Agent nor any Security Registrar shall be affected by
any notice to the contrary. All payments made to or upon the order of such
registered Holder shall, to the extent of the sum or sums paid, effectually
satisfy and discharge liability for moneys payable on this Note.

No recourse for the payment of the principal of, or premium, if any, or
interest on this Note, or for any claim based hereon or otherwise in respect
hereof, and no recourse under or upon any obligation, covenant or agreement of
the Company in the Indenture or any indenture supplemental thereto or in any
Note, or because of the creation of any indebtedness represented thereby, shall
be had against any incorporator, stockholder, officer or director, as such,
past, present or future, of the Company or of any successor corporation, either
directly or through the Company or any successor corporation, whether by virtue
of any constitution, statute or rule of law or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof, expressly waived
and released.

Terms used herein which are defined in the Indenture shall have the
respective meanings assigned thereto in the Indenture.

4
<PAGE> 5

EXHIBIT 4.3
(FORM 2)

(FORM OF FACE OF NOTE)

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE COMPANY OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.

E. I. DU PONT DE NEMOURS AND COMPANY

% NOTES DUE ,

R- $

REGISTERED (PRINCIPAL AMOUNT)

GLOBAL SECURITY CUSIP

E. I. DU PONT DE NEMOURS AND COMPANY, a corporation duly organized and
existing under the laws of the State of Delaware (herein referred to as the
"Company"), for value received, hereby promises to pay CEDE & Co. or registered
assign, at the office or agency of the Company in the Borough of Manhattan, The
City of New York, the principal sum of MILLION DOLLARS
($ ) on , in such coin or currency of the United
States of America as at the time of payment shall be legal tender for the
payment of public and private debts, and to pay interest, semiannually on
and of each year, commencing , on
said principal sum at said office or agency, in like coin or currency, at the
rate per annum specified in the title of this Note, from the or
the as the case may be, next preceding the date of this Note to
which interest has been paid, unless the date hereof is a date to which interest
has been paid, in which case from the date of this Note, or unless no interest
has been paid on this Note, in which case from until payment of
said principal sum has been made; provided, however, that payment of interest
may be made at the option of the Company by check mailed to the address of the
person entitled thereto as such address shall appear on the Security Register.
Notwithstanding the foregoing, if the date hereof is after the first day of
March or September, as the case may be, and before the following
or , this Note shall bear interest from such or
, unless no interest has been paid on this Note, in which case
from , ; provided, however, that if the Company shall
default in the payment of interest due on such or
then this Note shall bear interest from the next preceding or
to which interest has been paid or, if no interest has been paid
on this Note, from . The interest so payable on any
or will, subject to certain exceptions provided in
the Indenture referred to on the reverse hereof, be paid to the person in whose
name this Note is registered at the close of business on the or
, as the case may be, next preceding such or
.

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH
ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE
SAME EFFECT AS IF SET FORTH AT THIS PLACE.
<PAGE> 6

E. I. DU PONT DE NEMOURS AND COMPANY,

by
-----------------------------------
(SEAL) Title:

by
-----------------------------------
Title:

2
<PAGE> 7

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Debt Securities issued under the within-mentioned
Indenture.

Dated:

, as Trustee,

by
-----------------------------------
Authorized Officer

3
<PAGE> 8

(FORM OF REVERSE OF NOTE)

E. I. DU PONT DE NEMOURS AND COMPANY

% NOTES DUE ,

This Note is one of a duly authorized issue of debentures, notes, bonds or
other evidences of indebtedness of the Company (hereinafter called the
"Securities") of the series hereinafter specified, all issued or to be issued
under and pursuant to an indenture and supplemental indentures, dated
respectively as of , , , ,
, , and , (together, the
"Indenture"), duly executed and delivered by the Company to ,
Trustee (herein called the "Trustee"), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Company and the holders of the Securities. The Securities may be
issued in one or more series, which different series may be issued in various
aggregate principal amounts, may mature at different times, may bear interest
(if any) at different rates, may be subject to different redemption provisions
(if any), may be subject to different sinking, purchase or analogous funds (if
any), may be subject to different covenants and Events of Default and may
otherwise vary as provided in the Indenture. This Note is one of a series
designated as the % Notes Due , of the Company
(herein called the "Notes"), limited in aggregate principal amount to
$ .

In case an Event of Default with respect to the Notes, as defined in the
Indenture, shall have occurred and be continuing, the principal hereof may be
declared, and upon such declaration shall become due and payable, in the manner,
with the effect and subject to the conditions provided in the Indenture.

The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the Holders (as defined in the Indenture) of not less than a
majority in aggregate principal amount of the Securities at the time Outstanding
(as defined in the Indenture) of all series to be affected (voting as one
class), evidenced as in the Indenture provided, to execute supplemental
indentures adding any provisions to or changing in any manner or eliminating any
of the provisions of the Indenture or modifying in any manner the rights of the
Holders of the Securities of each such series; provided, however, that no such
supplemental indenture shall (i) change the Stated Maturity (as defined in the
Indenture) of the principal of, or any installment of interest on, any Security,
or reduce the principal amount thereof or the interest thereon or any premium
payable upon redemption thereof, or change any obligation of the Company to pay
additional amounts thereon, or reduce the amount of the principal of an Original
Issue Discount Security (as defined in the Indenture) that would be due and
payable upon a declaration of acceleration of the Maturity thereof, or change
any Place of Payment (as defined in the Indenture), or change the coin or
currency in which any Security or the interest thereon or any coupon is payable,
or impair the right to institute suit for the enforcement of any such payment on
or after the Stated Maturity thereof (or, in the case of redemption, on or after
the Redemption Date), without the consent of the Holder of each Security so
affected, or (ii) reduce the aforesaid percentage of Securities, the Holders of
which are required to consent to any such supplemental indenture, or for any
waiver of compliance with certain provisions of the Indenture or certain
defaults thereunder and their consequences without the consent of the Holder of
each Security affected. It is also provided in the Indenture that, with respect
to certain defaults or Events of Default regarding the Securities of any series,
after any declaration accelerating the maturity of such Securities and before a
judgment or decree for payment of money due has been obtained by the Trustee,
the Holders of a majority of the aggregate principal amount Outstanding of the
Securities of such series (or, in the case of certain defaults or Events of
Default, all the Securities) may on behalf of the Holders of all the Securities
of such series (or all the Securities, as the case may be) waive any such past
default or Event of Default and its consequences. The preceding sentence shall
not, however, apply to a default in the payment of the principal of, premium, if
any, or interest, if any, on any of the Securities. Any such consent or waiver
by such Holder of this Note (unless revoked as provided in the Indenture) shall
be conclusive and binding upon such Holder and upon all future Holders and
owners of this Note and any Notes which may be issued in exchange or
substitution herefor, irrespective of whether or not any notation thereof is
made upon this Note or such other Notes.

4
<PAGE> 9

No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and the interest on this
Note at the place, at the respective times, at the rate and in the coin or
currency herein prescribed.

The Notes may not be redeemed by the Company prior to the Stated Maturity.

The Notes are issuable in registered form without coupons in denominations
of $1,000 and in any amount in excess thereof that is an integral multiple of
$1,000 at the office or agency of the Company in the Borough of Manhattan, The
City of New York, and in the manner and subject to the limitations provided in
the Indenture, but without the payment of any service charge. Notes may be
exchanged for a like aggregate principal amount of Notes of other authorized
denominations.

The Company, the Trustee, any Paying Agent and any Security Registrar may
deem and treat the registered Holder hereof as the absolute owner of this Note
(whether or not this Note shall be overdue and notwithstanding any notation of
ownership or other writing hereon), for the purpose of receiving payment hereof,
or on account hereof, and for all other purposes, and neither the Company nor
the Trustee nor any Paying Agent nor any Security Registrar shall be affected by
any notice to the contrary. All payments made to or upon the order of such
registered Holder shall, to the extent of the sum or sums paid, effectively
satisfy and discharge liability for moneys payable on this Note.

No recourse for the payment of the principal of or interest on this Note,
or for any claim based hereon or otherwise in respect hereof, and no recourse
under or upon any obligation, covenant or agreement of the Company in the
Indenture or any indenture supplemental thereto or in any Note, or because of
the creation of any indebtedness represented thereby, shall be had against any
incorporator, stockholder, officer or director, as such, past, present or
future, of the Company or of any successor corporation, either directly or
through the Company or any successor corporation, whether by virtue of any
constitution, statute or rule of law or by the enforcement of any assessment or
penalty or otherwise, all such liability being, by the acceptance hereof and as
part of the consideration for the issue hereof, expressly waived and released.

Terms used herein which are defined in the Indenture shall have the
respective meanings assigned thereto in the Indenture.

5
<PAGE> 10

FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and
transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR
OTHER
IDENTIFYING NUMBER OF ASSIGNEE

- --------------------------------------------------------------------------------
Please print or typewrite name and address including postal zip code of assignee

the within Note of E. I. DU PONT DE NEMOURS AND COMPANY and hereby does
irrevocably constitute and appoint

attorney
- ------------------------------------------------------------------------
to transfer said Note on the books of the Company, with full power of
substitution in the premises.

Dated:
-----------------------------------
------------------------------------
Signature

(NOTICE: THE SIGNATURE TO THIS
ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE
WITHIN INSTRUMENT IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR
ANY CHANGE WHATEVER.)

<PAGE> 1

[LOGO] EXHIBIT 5
LEGAL
Wilmington, Delaware 19898

April 27, 1994

E. I. DU PONT DE NEMOURS AND COMPANY
1007 MARKET STREET
WILMINGTON, DELAWARE 19898

Dear Sirs:

With reference to the Registration Statement on Form S-3 being filed by you
with the Securities and Exchange Commission, registering $3,000,000,000
aggregate principal amount of Debt Securities of E. I. du Pont de Nemours and
Company (the "Company") for issuance from time to time pursuant to Rule 415 of
the Securities Act of 1933, as amended, it is my opinion that:

(1) the Company is duly organized, validly existing, and in good
standing under the laws of the State of Delaware, and

(2) when duly authorized, executed, authenticated and delivered, all
such Debt Securities will be legally issued and will constitute valid and
binding obligations of the Company.

I hereby consent to use of this opinion as an exhibit in the
above-mentioned Registration Statement.

Very truly yours,

/s/ HOWARD J. RUDGE
------------------------------------
Howard J. Rudge
Senior Vice President and
General Counsel

<PAGE> 1

EXHIBIT 12

E. I. DU PONT DE NEMOURS AND COMPANY
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(DOLLARS IN MILLIONS)

<TABLE>
<CAPTION>
THREE MONTHS YEAR ENDED DECEMBER 31,
ENDED ------------------------------------------
MARCH 31, 1994 1993 1992 1991 1990 1989
-------------- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Income Before Extraordinary Item and Transition
Effect of Accounting Changes..................... $ 642 $ 566 $ 975 $1,403 $2,310 $2,480
Provision for Income Taxes......................... 510 392 836 1,415 1,844 1,844
Minority Interests in Earnings of Consolidated
Subsidiaries..................................... 4 5 10 6 3 24
Adjustment for Companies Accounted for by the
Equity Method.................................... 15 41 6 35 29 38
Capitalized Interest............................... (35) (194) (194) (197) (161) (108)
Amortization of Capitalized Interest............... 31 144 101 94 84 78
------- ------ ------ ------ ------ ------
1,167 954 1,734 2,756 4,109 4,356
------- ------ ------ ------ ------ ------
Fixed Charges:
Interest and Debt Expense--Borrowings............ 142 594 643 752 773 586
Adjustment for Companies Accounted for by the
Equity Method--Interest and Debt Expense...... 12 42 62 11 9 23
Capitalized Interest............................. 35 194 194 197 161 108
Rental Expense Representative of Interest
Factor........................................ 36 143 151 162 163 149
------- ------ ------ ------ ------ ------
225 973 1,050 1,122 1,106 866
------- ------ ------ ------ ------ ------
Total Adjusted Earnings Available for Payment of
Fixed Charges.................................... $1,392 $1,927 $2,784 $3,878 $5,215 $5,222
------- ------ ------ ------ ------ ------
------- ------ ------ ------ ------ ------
Number of Times Fixed Charges are Earned........... 6.2 2.0 2.7 3.5 4.7 6.0
------- ------ ------ ------ ------ ------
------- ------ ------ ------ ------ ------
</TABLE>

<PAGE> 1

EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement of Form S-3 of our report dated
February 17, 1994, which appears on page 36 of the 1993 Annual Report to
Stockholders of E. I. du Pont de Nemours and Company, which is incorporated by
reference in E. I. du Pont de Nemours and Company's Annual Report on Form 10-K
for the year ended December 31, 1993. We also consent to the incorporation by
reference of our report on the Financial Statement Schedules, which appears on
page 19 of such Annual Report on Form 10-K. We also consent to the reference to
us under the heading "Experts" in such Prospectus.

PRICE WATERHOUSE

Thirty South Seventeenth Street
Philadelphia, PA 19103
April 27, 1994

<PAGE> 1

Exhibit 24

POWER OF ATTORNEY