DUPONT E I DE NEMOURS & CO, 10-Q, 1997-05-07

DUPONT E I DE NEMOURS & CO
10-Q, 1997-05-07
PLASTIC MATERIAL, SYNTH RESIN/RUBBER, CELLULOS (NO GLASS)

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q

(X) QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997

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

Commission File Number 1-815

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

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

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

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

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

Yes X No

564,476,141 shares (excludes 12,954,984 shares held by DuPont's
Flexitrust) of common stock, $0.60 par value, were outstanding at
April 30, 1997.

1
<PAGE>

Form 10-Q

E. I. DU PONT DE NEMOURS AND COMPANY

Table of Contents

Page(s)
-------
Part I

Item 1. Financial Statements

Consolidated Income Statement ............................... 3

Consolidated Statement of Cash Flows ........................ 4

Consolidated Balance Sheet .................................. 5

Notes to Financial Statements ............................... 6

Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations

Financial Results ........................................... 7

Industry Segment Performance ................................ 7-9

Consolidated Industry Segment Information ................... 10

Financial Condition ......................................... 11

Part II

Item 1. Legal Proceedings .................................... 12-14

Item 4. Submission of Matters to a Vote of Security Holders .. 14-15

Item 6. Exhibits and Reports on Form 8-K ..................... 16

Signature ....................................................... 17

Exhibit Index ................................................... 18

Exhibit 3.2 - Company's Bylaws, as Last Revised April 30, 1997 .. 19

Exhibit 10.12 - Company's Retirement Income Plan for Directors,
as Last Amended August 1995 ................................... 20

Exhibit 12 - Computation of Ratio of Earnings to Fixed Charges .. 21

2
<PAGE>

<TABLE>

Form 10-Q

PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

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

Three Months Ended
CONSOLIDATED INCOME STATEMENT<Fa> March 31
- ----------------------------------------------------------------------
(Dollars in millions, except per share) 1997 1996
- ---------------------------------------------------------------------
<S> <C> <C>
SALES .......................................... $11,211 $10,769
Other Income ................................... 339 362
------- -------
Total ...................................... 11,550 11,131
------- -------
Cost of Goods Sold and Other Expenses .......... 8,275 7,985
Selling, General and Administrative Expenses ... 632 740
Depreciation, Depletion and Amortization ....... 604 653
Exploration Expenses, Including Dry Hole Costs
and Impairment of Unproved Properties ........ 91 79
Interest and Debt Expense ...................... 149 204
------- -------
Total ...................................... 9,751 9,661
------- -------
EARNINGS BEFORE INCOME TAXES ................... 1,799 1,470
Provision for Income Taxes ..................... 779 591
------- -------
NET INCOME ..................................... $ 1,020 $ 879
======= =======

EARNINGS PER SHARE OF COMMON STOCK<Fb>.......... $ 1.80 $ 1.57
======= =======
DIVIDENDS PER SHARE OF COMMON STOCK ............ $ .57 $ .52
======= =======

See page 6 for Notes to Financial Statements.

</TABLE>

3
<PAGE>

<TABLE>

Form 10-Q

Three Months Ended
CONSOLIDATED STATEMENT OF CASH FLOWS<Fa> March 31
- ---------------------------------------------------------------------------------------------
(Dollars in millions) 1997 1996
- ---------------------------------------------------------------------------------------------
<S> <C> <C>
CASH PROVIDED BY OPERATIONS
Net Income ........................................................ $ 1,020 $ 879
Adjustments to Reconcile Net Income to Cash
Provided by Operations:
Depreciation, Depletion and Amortization ...................... 604 653
Dry Hole Costs and Impairment of Unproved Properties .......... 40 35
Other Noncash Charges and Credits - Net ....................... 41 (242)
Change in Operating Assets and Liabilities - Net .............. (1,118) (507)
------- -----

Cash Provided by Operations ................................. 587 818
------- -----

INVESTMENT ACTIVITIES
Purchases of Property, Plant and Equipment ........................ (699) (701)
Investment in Affiliates .......................................... (138) (100)
Proceeds from Sales of Assets ..................................... 48 228
Investments in Short-Term Financial Instruments - Net ............. (329) (275)
Miscellaneous - Net ............................................... (21) 6
------- -----

Cash Used for Investment Activities ......................... (1,139) (842)
------- -----

FINANCING ACTIVITIES
Dividends Paid to Stockholders .................................... (325) (293)
Net Increase (Decrease) in Borrowings ............................. 1,423 (27)
Purchase of Treasury Stock ........................................ (107) -
Proceeds from Exercise of Stock Options ........................... 64 159
Additions to Minority Interests ................................... - 297
------- -----

Cash Provided by Financing Activities ....................... 1,055 136
------- -----

Effect of Exchange Rate Changes on Cash ............................. (91) (23)
------- -----

INCREASE IN CASH AND CASH EQUIVALENTS ............................... $ 412 $ 89
======= =====

See page 6 for Notes to Financial Statements.

</TABLE>

4
<PAGE>

<TABLE>

Form 10-Q
<CAPTION>

CONSOLIDATED BALANCE SHEET<Fa> March 31 December 31
- -------------------------------------------------------------------------------------------------------------------
(Dollars in millions, except per share) 1997 1996
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents ........................................................ $ 1,478 $ 1,066
Marketable Securities ............................................................ 577 253
Accounts and Notes Receivable .................................................... 5,856 5,193
Inventories<Fc> .................................................................. 4,075 3,706
Prepaid Expenses ................................................................. 426 297
Deferred Income Taxes ............................................................ 596 588
------- -------
Total Current Assets ........................................................... 13,008 11,103
PROPERTY, PLANT AND EQUIPMENT, less accumulated depreciation, depletion and
amortization (March 31, 1997 - $29,578; December 31, 1996 - $29,336) ............. 21,012 21,213
INVESTMENT IN AFFILIATES ........................................................... 2,413 2,278
OTHER ASSETS ....................................................................... 3,459 3,393
------- -------
TOTAL .......................................................................... $39,892 $37,987
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable ................................................................. $ 2,656 $ 2,757
Short-Term Borrowings and Capital Lease Obligations .............................. 5,334 3,910
Income Taxes ..................................................................... 778 526
Other Accrued Liabilities ........................................................ 3,509 3,794
------- -------
Total Current Liabilities ...................................................... 12,277 10,987
LONG-TERM BORROWINGS AND CAPITAL LEASE OBLIGATIONS ................................. 5,070 5,087
OTHER LIABILITIES .................................................................. 8,374 8,451
DEFERRED INCOME TAXES .............................................................. 2,255 2,133
------- -------
Total Liabilities .............................................................. 27,976 26,658
------- -------
MINORITY INTERESTS IN CONSOLIDATED SUBSIDIARIES .................................... 640 620
------- -------
STOCKHOLDERS' EQUITY
Preferred Stock .................................................................. 237 237
Common Stock, $.60 par value; 900,000,000 shares authorized; shares issued
at March 31, 1997 - 577,941,125; December 31, 1996 - 579,042,725 ............... 347 347
Additional Paid-In Capital ....................................................... 6,691 6,676
Reinvested Earnings .............................................................. 5,517 4,931
Cumulative Translation Adjustments ............................................... (130) (23)
Common Stock Held in Trust for Unearned Employee Compensation and Benefits,
at Market (Shares: March 31, 1997 - 13,074,264; December 31,
1996 - 15,495,795) ............................................................. (1,386) (1,459)

------- -------
Total Stockholders' Equity ..................................................... 11,276 10,709
------- -------
TOTAL .......................................................................... $39,892 $37,987
======= =======

See page 6 for Notes to Financial Statements.

</TABLE>

5
<PAGE>

Form 10-Q

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

[FN]
<Fa>These statements are unaudited, but reflect all adjustments that, in the
opinion of management, are necessary to provide a fair presentation of
the financial position, results of operations and cash flows for the
dates and periods covered. All such adjustments are of a normal
recurring nature. Certain reclassifications of 1996 data have been made
to conform to 1997 classifications.

<Fb>Earnings per share are calculated on the basis of the following average
number of common shares outstanding:

Three Months Ended
March 31
------------------
1997 564,777,476
1996 557,711,183

The 13,074,264 shares held by the Flexitrust at March 31, 1997, are not
considered outstanding in computing the foregoing average shares out-
standing. Earnings per share calculations that reflect the impact of
common stock equivalents in the periods presented do not result in
materially dilutive primary or fully diluted earnings per share. The
effect of the Financial Accounting Standards Board, "Statement of
Financial Accounting Standards No. 128, Earnings Per Share," is
discussed on page 7.

In the first quarter 1997, DuPont's Board of Directors approved a
two-for-one split in DuPont common stock. The approval was subject to
an amendment of the company's Charter increasing the number of
authorized common shares. The amendment was approved by the company's
shareholders at its Annual Meeting on April 30, 1997. The effective
date of the split is May 15, 1997. On May 15 the number of common
shares authorized will increase to 1.8 billion shares and the per share
par value will decrease from $.60 to $.30. On this post-split basis
earnings per share for the first quarter 1997 and 1996 would be $.90 and
$.79, respectively.

<Fc>Inventories March 31 December 31
----------- 1997 1996
-------- -----------
Chemicals ............................ $ 316 $ 281
Fibers ............................... 679 692
Polymers ............................. 683 620
Petroleum ............................ 1,391 1,270
Life Sciences ........................ 704 561
Diversified Businesses ............... 302 282
------ ------
Total .............................. $4,075 $3,706
====== ======

6
<PAGE>

Form 10-Q

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

(a) Results of Operations

(1) Financial Results:

The company reported record first quarter earnings of $1.80
per share, exceeding the $1.57 per share earned in the first
quarter of 1996. Net income totaled $1,020 million and was up
16 percent compared to $879 million earned in 1996. Excluding a
$.04 per share nonrecurring charge in last year's first quarter,
earnings per share increased 12 percent from 1996. The quarter
reflects record Petroleum and near-record Fibers segment earnings,
up 55 percent and 30 percent, respectively, from last year's first
quarter.

Sales for the first quarter were $11.2 billion, up
4 percent from $10.8 billion last year. Volumes remained strong in
most Chemicals and Specialties markets, but selling prices were
down largely due to the stronger dollar. Increased petroleum sales
principally reflect higher oil and natural gas prices.

In February 1997, the Financial Accounting Standards Board
issued "Statement of Financial Accounting Standards No. 128,
Earnings Per Share." This Standard becomes effective for the
company in the fourth quarter 1997 and requires two presentations
of earnings per share -- "basic" and "diluted." Had this Standard
been in effect for the first quarter 1997 earnings per share would
have been:

Basic - $1.80 (same as reported)

Diluted - $1.77

"Diluted Earnings Per Share" is less than "Basic Earnings Per
Share," principally due to the assumed increase in the number of
average shares outstanding resulting from outstanding options where
the average market price of the company's common stock during the
first quarter 1997 was in excess of related option prices.

(2) Industry Segment Performance:

The following text and accompanying "Consolidated
Industry Segment Information" table compares first quarter 1997
results with first quarter 1996, for each industry segment,
excluding the earnings impact of 1996 nonrecurring items and
adjusting sales for changes in business composition.

7
<PAGE>

Form 10-Q

Combined sales for Chemicals and Specialties segments were
$5.9 billion, up 3 percent after adjusting the prior year for
businesses divested or placed in joint ventures. Volumes were up
7 percent, with the United States up 6 percent, Europe up
5 percent, and combined other regions up 13 percent. Selling
prices declined 4 percent, down 1 percent for the United States
and an average of 7 percent for other regions, with 5 of the
7 percent decline attributable to currency.

Petroleum segment sales were $5.4 billion, up 15 percent
over last year. Crude oil prices averaged $20.52 per barrel for
the period, 15 percent higher than last year. U.S. natural gas
prices were 63 percent higher averaging $2.81 per thousand cubic
feet, while worldwide gas prices increased 42 percent to $3.05 per
thousand cubic feet. Crude oil production decreased 5 percent
while natural gas deliveries were down 9 percent because of the
milder winter.

o Chemicals segment earnings were $143 million, the same as
last year as lower white pigments earnings were offset by
higher results in specialty chemicals. Segment sales
increased 1 percent as 10 percent higher sales volume was
nearly offset by 9 percent lower selling prices, primarily
due to significantly lower selling prices for white
pigments.

o Fibers segment earnings of $233 million were up 30 percent
from $179 million last year, reflecting strong demand in
most market segments. "Lycra" brand spandex, "Dacron"
polyester and nylon all recorded strong earnings gains.
Segment sales were 10 percent higher, reflecting
11 percent higher volume partly offset by 1 percent lower
prices.

o Polymers segment earnings were $208 million, up 5 percent
from $198 million in 1996. Higher earnings from automo-
tive products were partly offset by lower earnings from
the engineering polymers and fluoropolymers businesses.
Segment sales were up 4 percent, reflecting 8 percent
higher volumes partly offset by 4 percent lower prices.

o Petroleum segment earnings were an all time record of
$331 million, up $117 million, or 55 percent from
$214 million in 1996. Upstream earnings were
$269 million, up 41 percent, largely reflecting higher
crude oil and natural gas prices. Despite higher crude
costs, downstream earnings were $62 million, up
170 percent, reflecting higher margins and additional
refinery production. Lower costs and better operating
performance also contributed to the improvement.

8
<PAGE>

Form 10-Q

o Life Sciences segment earnings were $141 million, down
37 percent from $223 million in 1996. This reflects lower
earnings from both pharmaceuticals and agricultural
products. The decrease in pharmaceuticals earnings
results from the anticipated reduced allocation of
operating income to DuPont from the DuPont Merck joint
venture. Agricultural products earnings declined
primarily due to adverse currency effects in Europe and
Asia, and lower volume largely in Japan. Segment sales
were down 6 percent reflecting 4 percent lower selling
prices and 2 percent lower sales volume.

o Diversified Businesses segment earnings totaled
$56 million, down $4 million or 7 percent. Earnings
reflect improved results from photopolymer and electronic
materials, offset by lower earnings from films, and the
absence of earnings from medical products businesses that
were divested in 1996. Segment sales decreased 5 percent,
reflecting 4 percent higher volume, more than offset by
9 percent lower selling prices.

<PAGE>

<TABLE>

Form 10-Q

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

Three Months Ended
CONSOLIDATED INDUSTRY SEGMENT INFORMATION March 31
- ----------------------------------------------------------------------
(Dollars in millions) 1997 1996
- ---------------------------------------------------------------------
<S> <C> <C>
SALES
- -----
Chemicals ................................. $ 1,006 $ 994
Fibers .................................... 1,913 1,744
Polymers .................................. 1,630 1,784
Petroleum ................................. 5,360 4,657
Life Sciences ............................. 625 667
Diversified Businesses .................... 677 923
------- -------
Total ................................. $11,211 $10,769
======= =======

AFTER-TAX OPERATING INCOME
- --------------------------
Chemicals ................................. $ 143 $ 122<Fa>
Fibers .................................... 233 147<Fa>
Polymers .................................. 208 198
Petroleum ................................. 331 214
Life Sciences ............................. 141 223
Diversified Businesses .................... 56 93<Fb>
------- -------
Total ................................. 1,112 997

Interest and Other Corporate
Expenses Net of Tax ..................... (92) (118)
------- -------
NET INCOME ................................ $ 1,020 $ 879
- ---------- ======= =======

<FN>
<Fa> The Chemicals and Fibers segments include a charge of $21 and
$32, respectively, principally for employee separation costs in
the United States.

<Fb> Includes a benefit of $33 related to sale of stock received in
connection with the previously sold connector systems business.

</TABLE>

10
<PAGE>

Form 10-Q

(b) Financial Condition at March 31, 1997

DuPont recorded a net cash inflow from operations of $587 million
for the first quarter of 1997, as compared with $818 million for the same
period in 1996. Higher net income was offset by a $1.1 billion increase in
net operating assets and liabilities, as compared to a $0.5 billion increase
in the first quarter of 1996. Significant first quarter increases in net
operating assets and liabilities are typical, driven by seasonal working
capital investment in a number of business units, particularly Agricultural
Products. The larger increase in net operating assets and liabilities in
1997 versus 1996 reflects unrealized exchange gains on forward exchange
contracts associated with the company's foreign currency hedging program,
moderately higher inventories for most businesses and lower current
liabilities. Increases in working capital during the first quarter are
normally reversed by year-end.

Year-to-date capital expenditures for plant, property and equipment
and investments in equity affiliates were $837 million, up $36 million from
the same period last year. The current outlook for capital expenditures for
the year is in line with planned expenditures of $4.1 billion. Asset sale
activity in the quarter was minimal, totaling $48 million, and consisted
primarily of various petroleum properties.

In February 1997, the company announced a program to purchase
shares of DuPont common stock on the open market to offset any ownership
dilution due to shares issued under compensation programs. During the
quarter, the company spent $107 million to purchase shares under the
program; immediately after purchase such shares were retired. The
$1.4 billion increase in borrowings reflects the issuance of commercial
paper. These funds were used to finance the increase in working capital and
the $412 million increase in cash and cash equivalents. Borrowings at
March 31, 1997, total $10.3 billion.

Certain ratios are shown below:
At 3/31/97 At 12/31/96
---------- -----------
Cash Flow to Debt (previous
12 months cash provided by
operations to total debt) 59% 71%
Current Ratio (current assets to
current liabilities) 1.1 1.0
Earnings to Fixed Charges 8.3 6.8

The Cash Flow to Debt ratio declined to 59% in the first quarter of
1997 versus year-end primarily due to the $1.4 billion increase in borrow-
ings in the quarter, but was three percentage points higher than the first
quarter of 1996. Days' sales outstanding averaged 33 days in the first
quarter, up one day from the prior quarter, and down three days from the
first quarter of last year.

On April 30, the company increased its common stock dividend by
10.5 percent from $.57 to $.63 per share (pre-split basis) effective in the
second quarter 1997.

11
<PAGE>

Form 10-Q

PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

In 1991, DuPont began receiving claims by growers that use of
"Benlate" 50 DF fungicide had caused crop damages. Based on the belief that
"Benlate" 50 DF fungicide would be found to be a contributor to the claimed
damage, DuPont began paying crop damage claims. In 1992, however, after
18 months of extensive research, DuPont scientists concluded that "Benlate"
50 DF fungicide was not responsible for plant damage reports received since
March 1991, and concurrent with these research findings, DuPont stopped
paying claims. To date, DuPont has been served with more than 700 lawsuits
by growers who allege plant damage from using "Benlate" 50 DF fungicide.
About 60 of the lawsuits brought against the company since 1991 remain, the
rest having been disposed of by trial, dismissal or settlement. The remain-
ing cases include both personal injury and crop damage cases. Four cases
filed in West Virginia in December 1996 contain allegations that "Benlate"
50 DF fungicide caused personal injuries. The appeal of a June 1996 verdict
of $3,980,000 against DuPont in a personal injury action involving "Benlate"
50 DF fungicide is still pending. Two appeals from adverse jury verdicts in
crop damage cases are also still pending. The United States Court of
Appeals for the Eleventh Circuit has reversed and remanded an order by a
federal district court in Georgia which had found that DuPont had engaged in
discovery abuse during the first "Benlate" 50 DF fungicide case to go to
trial. The Eleventh Circuit ordered that a different judge shall preside
over the matter on remand; DuPont awaits further proceedings in the matter.
A shareholder derivative action filed in the same Georgia federal district
court alleging that DuPont's Board of Directors breached various duties in
its role in the "Benlate" 50 DF fungicide litigation has been stayed pending
final resolution of DuPont's appeal of the sanctions order mentioned above.
A putative securities fraud class action filed by a shareholder in federal
district court in Florida against the company and the Chairman in September
1995 is also still pending, in which it is alleged that DuPont made false
and misleading statements and omissions about the "Benlate" 50 DF fungicide
with the alleged effect of inflating the price of DuPont's stock between
June 19, 1993, and January 27, 1995. The shareholder class proposed in this
case was recently certified. A lawsuit has been filed in a separate Georgia
federal court (the Northern District) by five growers alleging fraud based
on, among other things, the assertion that at the time of their settlements
with DuPont they were unaware of alleged discovery abuse by DuPont. Three
cases based on similar allegations of fraud were filed in Hawaii in late
1996. Two were filed in state courts and the third case was filed in Hawaii
federal court. One of the cases originally filed in Hawaii state court has
been transferred to the Northern District federal court in Georgia. In
March 1997, two putative class actions alleging similar fraud claims were
filed. One was filed in Florida state court on behalf of growers of
ornamental plants in Florida and contains a state civil "racketeering"
claim. The other case was filed in Alabama state court and has received
conditional class certification. DuPont continues to believe that "Benlate"
50 DF fungicide did not cause the alleged damages and intends to defend
against those allegations in ongoing matters.

12
<PAGE>

Form 10-Q

The company's balance sheets reflect accruals for estimated costs
associated with this matter. Adverse changes in estimates of such costs
could result in additional future charges.

On April 12, 1995, the Environmental Protection Agency (EPA)
Region V served on DuPont an Administrative Complaint alleging the company's
Circleville, Ohio, plant had failed to provide timely notice of a release of
chlorine from the plant on January 30, 1993. The complaint sought civil
penalties of $125,000. DuPont and the EPA have entered into an Administra-
tive Consent Agreement and Consent Order, effective March 6, 1997 under
which DuPont will pay a fine of $10,000 and undertake a Supplemental
Environmental Project valued at $27,000. This matter is closed.

On December 5, 1995, the Kentucky Natural Resources and Environ-
mental Protection Cabinet filed an administrative complaint against DuPont
as a result of an oleum release at DuPont's Wurtland, Kentucky, facility on
August 20, 1995. The complaint alleged the release was above statutorily
reportable quantities, was not reported in a timely fashion, caused an
environmental emergency and presented an imminent and substantial danger to
public health and welfare. The State of Kentucky sought penalties of at
least $600,000 as well as reimbursement for response costs. The matter was
settled with the state effective March 13, 1997. Pursuant to the settle-
ment, DuPont paid a civil penalty of $125,000, reimbursed the state's
response costs of $1,595 and will undertake $460,000 worth of supplemental
environmental projects. This matter is closed.

On July 17, 1996, DuPont's Belle, West Virginia, plant entered
into a Final Order with the West Virginia Department of Environmental
Protection (WVDEP), resolving certain alleged violations at the Belle Plant
noted by the WVDEP during a series of audits. The violations cited centered
on certain training and recordkeeping practices as well as the handling of a
solvent characterized by the WVDEP as a hazardous waste. Under the terms of
the Order, DuPont will pay a fine of $274,075 and undertake several supple-
mental environmental projects with an expected cost of $174,500. This
matter is closed.

In August 1996, the EPA and the Colorado Department of Health
(CDH) notified Conoco and the Colorado Refining Company (CRC) that they
intended to seek a penalty of $1,273,651 from the two companies in connec-
tion with faulty analytical work performed by an outside contractor as part
of certain remedial activities undertaken at Conoco and CRC's Denver
Refinery. On December 20, 1996, Conoco entered into a Compliance Order on
Consent with the state of Colorado and the EPA. The total settlement amount
is $475,000 of which 80% will be offset by two supplemental environmental
projects. Conoco has paid the remaining 20% in the form of a cash payment
of $95,000. This matter is closed.

13
<PAGE>

Form 10-Q

On March 18, 1997, U.S. EPA Region VIII filed an Administrative
Complaint and Compliance Order in which they allege 78 violations of the
Resource and Conservation and Recovery Act (RCRA) by Conoco at its refinery
in Commerce City, Colorado. The agency is seeking a penalty of $666,771.
The allegations involve training, recordkeeping, manifest and permitting
issues. Conoco previously settled these allegations with the State of
Colorado which is authorized to administer the RCRA program on behalf of
U.S. EPA Region VIII. Conoco believes that the penalties are unwarranted
and intends to defend itself vigorously against the allegations.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Business transacted at the Annual Meeting:

A total of 492,944,892 shares of common stock were voted in person
or by proxy at the annual meeting of stockholders on April 30, or
85.1 percent of the shares entitled to be voted. Business was transacted as
follows:

1. ELECTION OF DIRECTORS: The first 13 nominees listed below were
elected to serve on the Board of Directors for the ensuing year.
The vote tabulation with respect to each nominee follows:

Votes Votes Cast Against
Director Cast for or Withheld
------------------- ----------- ------------------
P. N. Barnevik 490,261,685 2,683,207
A. F. Brimmer 489,639,424 3,305,468
L. C. Duemling 490,242,760 2,702,132
A. W. Dunham 490,199,884 2,744,937
E. B. du Pont 490,485,586 2,459,306
C. M. Harper 490,016,642 2,928,250
L. D. Juliber 490,333,415 2,611,477
J. A. Krol 490,261,381 2,683,511
W. K. Reilly 490,417,813 2,527,079
H. R. Sharp, III 490,253,999 2,690,893
C. M. Vest 490,421,735 2,523,157
G. Watanabe 490,135,858 2,809,034
E. S. Woolard, Jr. 490,356,342 2,588,550
Floor Nominee 150 0

2. RATIFICATION OF INDEPENDENT ACCOUNTANTS: The proposal to ratify
the appointment of Price Waterhouse LLP as independent accountants
for 1997 was approved by a vote of 491,093,519 shares for,
803,198 shares against, and 1,048,174 abstentions and broker
nonvotes.

14
<PAGE>

Form 10-Q

3. AMENDMENT OF CHARTER TO EFFECT TWO-FOR-ONE COMMON STOCK SPLIT:
The proposal to amend the Charter to effect two-for-one common
stock split was approved by a vote of 490,920,626 shares for and
2,024,264 against including abstentions and broker nonvotes.

4. AMENDMENT OF VARIABLE COMPENSATION PLAN: The proposal to amend
the Variable Compensation Plan was approved by a vote of
475,942,607 shares for and 17,002,282 against including
abstentions and broker nonvotes.

5. POLITICAL CONTRIBUTIONS: A stockholder proposal on political
contributions made by the company was defeated by a vote of
423,056,631 shares against, 12,738,882 shares for, and 8,454,287
abstentions and broker nonvotes.

6. CUMULATIVE VOTING: A stockholder proposal to provide for cumula-
tive voting in the election of directors was defeated by a vote of
342,211,940 shares against, 97,161,205 shares for, and 4,876,057
abstentions and broker nonvotes.

7. CONSIDERING POTENTIAL NOMINEES: A stockholder proposal to give
consideration to having a DuPont wage roll employee nominated for
election to the Board of Directors was defeated by a vote of
420,732,974 shares against, 15,269,416 shares for, and 8,245,412
abstentions and broker nonvotes.

<PAGE>

Form 10-Q

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

The exhibit index filed with this Form 10-Q is on page 18.

(b) Reports on Form 8-K

1. On January 29, 1997, a Current Report on Form 8-K was
filed in connection with Debt and/or Equity Securities
that may be offered on a delayed or continuous basis
under Registration Statements on Form S-3 (No. 33-53327,
No. 33-61339 and No. 33-60069). Under Item 7. "Financial
Statements and Exhibits," the Registrant's Earnings Press
Release, dated January 29, 1997, was filed.

2. On March 7, 1997, the company filed a Current Report on
Form 8-K in connection with Debt and/or Equity Securities
that may be offered on a delayed or continuous basis
under Registration Statements on Form S-3 (No. 33-53327,
No. 33-61339 and No. 33-60069). Under Item 5. "Other
Events," the Registrant's Press Release, dated March 3,
1997, was filed announcing a two-for-one common stock
split.

3. On April 23, 1997, a Current Report on Form 8-K was filed
in connection with Debt and/or Equity Securities that may
be offered on a delayed or continuous basis under
Registration Statements on Form S-3 (No. 33-53327,
No. 33-61339 and No. 33-60069). Under Item 7. "Financial
Statements and Exhibits," the Registrant's Earnings Press
Release, dated April 23, 1997, was filed.

16
<PAGE>

Form 10-Q

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

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

Date: May 7, 1997
-----------------------------------------

By /s/K. M. Landgraf
-----------------------------------------

K. M. Landgraf
Senior Vice President - DuPont Finance
(As Duly Authorized Officer and Principal
Financial and Accounting Officer)

17
<PAGE>

Form 10-Q

EXHIBIT INDEX

Exhibit
Number Description
- ------- -----------

3.2 Company's Bylaws, as Last Revised April 30, 1997.

10.12* Company's Retirement Income Plan for Directors, as Last
Amended August 1995.

12 Computation of Ratio of Earnings to Fixed Charges.

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

18
<PAGE>

Form 10-Q
EXHIBIT 3.2

BYLAWS
OF
E. I. DU PONT DE NEMOURS AND COMPANY

Incorporated Under The Laws of Delaware

AS REVISED April 30, 1997

19
<PAGE>

Form 10-Q
EXHIBIT 3.2

BYLAWS

Page
----
ARTICLE I.

MEETING OF STOCKHOLDERS:
Section 1. Annual 1
Section 2. Special 1
Section 3. Notice 1
Section 4. Quorum 1
Section 5. Organization 1
Section 6. Voting 2
Section 7. Inspectors 2

ARTICLE II.

BOARD OF DIRECTORS:
Section 1. Number 2
Section 2. Term 2
Section 3. Increase of Number 2
Section 4. Resignation 2
Section 5. Vacancies 2
Section 6. Regular Meetings 2
Section 7. Special Meetings 3
Section 8. Quorum 3
Section 9. Place of Meeting, Etc. 3
Section 10. Interested Directors; Quorum 3

ARTICLE III.

COMMITTEES OF THE BOARD:
Section 1. Committees 4
Section 2. Procedure 4
Section 3. Reports to the Board 4
Section 4. Strategic Direction Committee 4
Section 5. Audit Committee 5
Section 6 Environmental Policy Committee 5
Section 7. Compensation Committee 5
Section 8. Corporate Governance Committee 5

ARTICLE IV.

OFFICE OF THE CHIEF EXECUTIVE 5

<PAGE>

Form 10-Q
EXHIBIT 3.2

Page
----
ARTICLE V.

OFFICERS:
Section 1. Officers 6
Section 2. Chairman of the Board 6
Section 3. President 6
Section 4. Executive Vice Presidents 6
Section 5. Vice Presidents 6
Section 6. Senior Vice President - Finance 6
Section 7. Treasurer 6
Section 8. Assistant Treasurer 7
Section 9. Controller 7
Section 10. Assistant Controller 7
Section 11. Secretary 7
Section 12. Assistant Secretary 7
Section 13. Removal 7
Section 14. Resignation 7
Section 15. Vacancies 7

ARTICLE VI.

MISCELLANEOUS:
Section 1. Indemnification of Directors or Officers 8
Section 2. Certificate for Shares 8
Section 3. Transfer of Shares 9
Section 4. Regulations 9
Section 5. Record Date of Stockholders 9
Section 6. Corporate Seal 9

ARTICLE VII.

AMENDMENTS 10

<PAGE>

Form 10-Q
EXHIBIT 3.2

BYLAWS
OF
E. I. DU PONT DE NEMOURS AND COMPANY

ARTICLE I.
MEETING OF STOCKHOLDERS

SECTION 1. Annual. Meetings of the stockholders for the
purpose of electing Directors, and transacting such other proper
business as may be brought before the meeting, shall be held
annually at such date, time and place, within or without the
State of Delaware as may be designated by the Board of Directors
("Board").

SECTION 2. Special. Special meetings of the stockholders
may be called by the Board and shall be called by the Secretary
at the request in writing of the holders of record of at least
twenty-five percent of the outstanding stock of the corporation
entitled to vote. Special meetings shall be held within or
without the State of Delaware, as the Board shall designate.

SECTION 3. Notice. Written notice of each meeting of
stockholders, stating the place, date and hour of the meeting,
and the purpose or purposes thereof, shall be mailed not less
than ten nor more than sixty days before the date of such
meeting to each stockholder entitled to vote thereat.

SECTION 4. Quorum. Unless otherwise provided by statute,
the holders of shares of stock entitled to cast a majority of
votes at a meeting, present either in person or by proxy, shall
constitute a quorum at such meeting.

Absence of a quorum of the holders of Common Stock or
Preferred Stock at any meeting or adjournment thereof, at which
under the Certificate of Incorporation the holders of Preferred
Stock have the right to elect any Directors, shall not prevent
the election of Directors by the other class of stockholders
entitled to elect Directors as a class if the necessary quorum
of stockholders of such other class shall be present in person
or by proxy.

SECTION 5. Organization. The Chairman of the Board or,
in the Chairman's absence, the President shall preside at
meetings of stockholders. The Secretary of the Company shall act
as Secretary of all meetings of the stockholders, but in the
absence of the Secretary the presiding officer may appoint a
Secretary of the meeting. The order of business for such
meetings shall be determined by the Chairman of the Board, or,
in the Chairman's absence, by the President.

1
<PAGE>

Form 10-Q
EXHIBIT 3.2

SECTION 6. Voting. Each stockholder entitled to vote at
any meeting shall be entitled to one vote, in person or by written
proxy, for each share held of record. Upon the demand of any
stockholder, such stockholder shall be entitled to vote by ballot.
All elections and questions shall be decided by plurality vote,
except as otherwise required by statute.

SECTION 7. Inspectors. At each meeting of the
stockholders the polls shall be opened and closed; the proxies
and ballots shall be received and be taken in charge, and all
questions touching the qualification of voters and the validity
of proxies, and the acceptance or rejection of votes shall be
decided by three Inspectors, two of whom shall have power to make
a decision. Such Inspectors shall be appointed by the Board
before the meeting, or in default thereof, by the presiding
officer at the meeting, and shall be sworn to the faithful
performance of their duties. If any of the Inspectors previously
appointed shall fail to attend or refuse or be unable to serve,
substitutes shall be appointed by the presiding officer.

ARTICLE II.
BOARD OF DIRECTORS

SECTION 1. Number. The business and affairs of the
Company shall be under the direction of the Board. The number of
Directors, which shall not be less than ten, shall be determined
from time to time by the vote of two-thirds of the whole Board.

SECTION 2. Term. Each Director shall hold office until
the next annual election of Directors and until the Director's
successor is elected and qualified.

SECTION 3. Increase of Number. In case of any increase
in the number of Directors between Annual Meetings of
Stockholders, each additional Director shall be elected by the
vote of two-thirds of the whole Board.

SECTION 4. Resignation. A Director may resign at any
time by giving written notice to the Chairman of the Board or the
Secretary. The acceptance thereof shall not be necessary to make
it effective; and such resignation shall take effect at the time
specified therein or, in the absence of such specification, it
shall take effect upon the receipt thereof.

SECTION 5. Vacancies. In case of any vacancy in the
Board for any cause, the remaining Directors, by vote of majority
of the whole Board, may elect a successor to hold office for the
unexpired term of the Director whose place is vacant.

SECTION 6. Regular Meetings. Regular meetings of the
Board shall be held at such times as the Board may designate. A
notice of each regular meeting shall not be required.

2
<PAGE>

Form 10-Q
EXHIBIT 3.2

SECTION 7. Special Meetings. Special meetings of the
Board shall be held whenever called by the direction of the
Chairman of the Board, or of one-third of the Directors.

The Secretary shall give notice of such special
meetings by mailing the same at least two days before the
meeting, or by telegraphing the same at least one day before the
meeting to each Director; but such notice may be waived by any
Director. Unless otherwise indicated in the notice thereof, any
and all business may be transacted at a special meeting. At any
meeting at which every Director shall be present, any business
may be transacted, irrespective of notice.

SECTION 8. Quorum. One-third of the Board shall
constitute a quorum. If there be less than a quorum present at
any meeting, a majority of those present may adjourn the meeting
from time to time.

Except as otherwise provided by law, the Certificate of
Incorporation, or by these Bylaws, the affirmative vote of a
majority of the Directors present at any meeting at which there
is a quorum shall be necessary for the passage of any resolution.

SECTION 9. Place of Meeting, Etc. The Directors shall
hold the meetings, and may have an office or offices in such
place or places within or outside the State of Delaware as the
Board from time to time may determine.

SECTION 10. Interested Directors; Quorum

1) No contract or other transaction between the Company and
one or more of its Directors, or between the Company and any
other corporation, partnership, association, or other
organization in which one or more of the Directors of the Company
is a Director or officer, or has a financial interest, shall be
void or voidable, because the Director is present at or
participates in the meeting of the Board or committee thereof
which authorizes the contract or transaction, or solely because
such Director's vote is counted for such purpose, if:

(a) the material facts as to such Director's
relationship or interest and as to the contract or transaction are
disclosed or are known to the Board or the committee, and the
Board or committee in good faith authorizes the contract or
transaction by the affirmative votes of a majority of the
disinterested Directors, even though the disinterested Directors
be less than a quorum; or

(b) the material facts as to such Director's
relationship or interest and as to the contract or transaction are
disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically approved
in good faith by vote of the stockholders; or

3
<PAGE>

Form 10-Q
EXHIBIT 3.2

(c) the contract or transaction is fair as to the Company
as of the time it is authorized, approved or ratified, by the
Board, a committee thereof, or the stockholders; and

2) Common or interested Directors may be counted in
determining the presence of a quorum at a meeting of the Board or
of a committee which authorizes the contract or transaction.

ARTICLE III.
COMMITTEES OF THE BOARD

SECTION 1. Committees. The Board shall by the
affirmative vote of a majority of the whole Board, elect from the
Directors a Strategic Direction Committee, an Audit Committee, an
Environmental Policy Committee, and a Compensation and Benefits
Committee, and may, by resolution passed by a majority of the
whole Board, designate one or more additional committees, each
committee to consist of one or more Directors. The Board shall
designate for each of these committees a Chairman, and, if
desired, a Vice Chairman, who shall continue as such during the
pleasure of the Board. The number of members of each committee
shall be determined from time to time by the Board.

SECTION 2. Procedure. Each Committee shall fix its own
rules of procedure and shall meet where and as provided by such
rules. A majority of a committee shall constitute a quorum. In
the absence or disqualification of a member of any committee, the
members of such committee present at any meeting, and not
disqualified from voting, whether or not they constitute a
quorum, may unanimously appoint another member of the Board to
act at the meeting in the place of any such absent or
disqualified member.

SECTION 3. Reports To The Board. Each Committee shall
keep regular minutes of its proceedings and shall periodically
report to the Board summaries of the Committee's significant
completed actions and such other matters as requested by the
Board.

SECTION 4. Strategic Direction Committee. The Strategic
Direction Committee shall review the Company's strategic
direction and overall objectives and shall have such powers and
perform such duties as may be assigned to it from time to time by
the Board.

4
<PAGE>

Form 10-Q
EXHIBIT 3.2

SECTION 5. Audit Committee. The Audit Committee shall
employ independent public accountants, subject to stockholder
ratification at each annual meeting, review the adequacy of
internal controls and the accounting principles employed in
financial reporting, and shall have such power and perform such
duties as may be assigned to it from time to time by the Board.
None of the Members of the Audit Committee shall be an officer or
employee of the Company or its subsidiaries.

SECTION 6. Environmental Policy Committee. The
Environmental Policy Committee shall review the Company's
environmental policies and practices and shall have such powers
and perform such duties as may be assigned to it from time to
time by the Board.

SECTION 7. Compensation Committee. The Compensation
Committee shall have the power and authority vested in it by the
Compensation Plans of the Company and shall have such powers and
perform such duties as may be assigned to it from time to time by
the Board. None of the members of the Compensation Committee shall
be an officer or employee of the Company or its subsidiaries.

SECTION 8. Corporate Governance Committee. The
Corporate Governance Committee shall recommend to the Board
nominees for election as directors of the Company. The Committee
shall also have responsibility for reviewing and making
recommendations to the Board related to matters on corporate
governance and shall have such powers and perform such duties as
may be assigned to it from time to time by the Board. None of the
members of the Corporate Governance Committee shall be an officer
or employee of the Company or its subsidiaries.

ARTICLE IV.
OFFICE OF THE CHIEF EXECUTIVE

The Board shall elect an Office of the Chief Executive
whose members shall include the President and such other officers
as may be designated by the Board. The Office of the Chief
Executive shall have responsibility for the strategic direction
and operations of all the businesses of the Company and shall
have such powers and perform such duties as may be assigned to it
from time to time by the Board.

All significant completed actions by the Office of the
Chief Executive shall be reported to the Board at the next
succeeding Board meeting, or at its meeting held in the month
following the taking of such action.

5
<PAGE>

Form 10-Q
EXHIBIT 3.2

ARTICLE V.
OFFICERS

SECTION 1. Officers. The officers of the Company shall
be a Chairman of the Board, a President, one or more Executive
Vice Presidents, Senior Vice President - Finance and a Secretary.

The Board and the Office of the Chief Executive, may
appoint such other officers as they deem necessary, who shall have
such authority and shall perform such duties as may be prescribed,
respectively, by the Board or the Office of the Chief Executive.

SECTION 2. Chairman of the Board. The Chairman of the
Board shall preside at all meetings of the stockholders and of
the Board. The Chairman may sign and execute all authorized
bonds, contracts or other obligations, in the name of the
Company, and with the Treasurer may sign all certificates of the
shares in the capital stock of the Company.

SECTION 3. President. The President shall be the chief
executive officer of the Company and, subject to the Board and
the Office of the Chief Executive, shall have general charge of
the business and affairs of the Company and shall perform such
other duties as may be assigned to the President by the Board or
the Chairman of the Board. In the absence or inability to act of
the Chairman of the Board, the President shall perform the duties
of the Chairman of the Board.

SECTION 4. Executive Vice Presidents. Each Executive
Vice President shall have such powers and perform such duties as
may be assigned to such Executive Vice President by the Board or
the Office of the Chief Executive.

SECTION 5. Vice Presidents. The Board or the Office of
the Chief Executive may appoint one or more Vice Presidents. Each
Vice President shall have such title, powers and duties as may be
assigned to such Vice President by the Board or the Office of the
Chief Executive.

SECTION 6. Senior Vice President - Finance. The Senior
Vice President - Finance shall be the chief financial officer of
the Company, and shall have such powers and perform such duties as
may be assigned to such Senior Vice President - Finance by the
Board or the Office of the Chief Executive.

SECTION 7. Treasurer. The Board shall appoint a
Treasurer. Under the general direction of the Senior Vice
President - Finance, the Treasurer shall have such powers and
perform such duties as may be assigned to such Treasurer by the
Board or the Office of the Chief Executive.

6
<PAGE>

Form 10-Q
EXHIBIT 3.2

SECTION 8. Assistant Treasurer. The Board or the Office
of the Chief Executive may appoint one or more Assistant
Treasurers. Each Assistant Treasurer shall have such powers and
shall perform such duties as may be assigned to such Assistant
Treasurer by the Board or the Office of the Chief Executive.

SECTION 9. Controller. The Board may appoint a
Controller. Under the general direction of the Senior Vice
President - Finance, the Controller shall have such powers and
perform such duties as may be assigned to such Controller by the
Board or the Office of the Chief Executive.

SECTION 10. Assistant Controller. The Board or the
Office of the Chief Executive may appoint one or more Assistant
Controllers. Each Assistant Controller shall have such powers and
shall perform such duties as may be assigned to such Assistant
Controller by the Board or the Office of the Chief Executive.

SECTION 11. Secretary. The Secretary shall keep the
minutes of all the meetings of the Board and the minutes of all
the meetings of the stockholders; the Secretary shall attend to
the giving and serving of all notices of meetings as required by
law or these Bylaws; the Secretary shall affix the seal of the
Company to any instruments when so required; and the Secretary
shall in general perform all the corporate duties incident to the
office of Secretary, subject to the control of the Board or the
Chairman of the Board, and such other duties as may be assigned
to the Secretary by the Board or the Chairman of the Board.

SECTION 12. Assistant Secretary. The Board or the
Office of the Chief Executive may appoint one or more Assistant
Secretaries. Each Assistant Secretary shall have such powers and
shall perform such duties as may be assigned to such Assistant
Secretary by the Board or the Chairman of the Board or the
President; and such Assistant Secretary shall affix the seal of
the Company to any instruments when so required.

SECTION 13. Removal. All officers may be removed or
suspended at any time by the vote of the majority of the whole
Board. All officers, agents and employees, other than officers
elected or appointed by the Board, may be suspended or removed by
the committee or by the officer appointing them.

SECTION 14. Resignation. Any officer may resign at any
time by giving written notice to the Chairman of the Board, the
President or the Secretary. Unless otherwise stated in such
notice of resignation, the acceptance thereof shall not be
necessary to make it effective; and such resignation shall take
effect at the time specified therein or, in the absence of such
specification, it shall take effect upon the receipt thereof.

SECTION 15. Vacancies. A vacancy in any office shall be
filled in the same manner as provided for election or appointment
to such office.

7
<PAGE>

Form 10-Q
EXHIBIT 3.2
ARTICLE VI.
MISCELLANEOUS

SECTION 1. Indemnification of Directors or Officers.
Each person who is or was a Director or officer of the Company
(including the heirs, executors, administrators or estate of such
person) shall be indemnified by the Company as of right to the
full extent permitted by the General Corporation Law of Delaware
against any liability, cost or expense asserted against such
Director or officer and incurred by such Director or officer by
reason of the fact that such person is or was a Director or
officer. The right to indemnification conferred by this Section
shall include 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 might be required of an
indemnitee by the General Corporation Law of Delaware.

In any action by an indemnitee to enforce a right to
indemnification hereunder or by the Company to recover advances
made hereunder, the burden of proving that the indemnitee is not
entitled to be indemnified shall be on the Company. In such an
action, neither the failure of the Company (including its Board,
independent legal counsel or stockholders) to have made a
determination that indemnification is proper, nor a determination
by the Company that indemnification is improper, shall create a
presumption that the indemnitee is not entitled to be indemnified
or, in the case of such an action brought by the indemnitee, be a
defense thereto. If successful in whole or in part in such an
action, an indemnitee shall be entitled to be paid also the
expense of prosecuting or defending same. The Company may, but
shall not be obligated to, maintain insurance at its expense, to
protect itself and any such person against any such liability,
cost or expense.

SECTION 2. Certificate for Shares. The shares of the
capital stock of the Company shall be represented by certificates
unless the Company provides by appropriate action that some or all
of any or all classes or series of the Company's stock shall be
uncertificated. Notwithstanding the Company's taking such action,
to the extent required by law, every holder of stock represented
by certificates and, upon request, every holder of uncertificated
shares, shall be entitled to a certificate representing the number
of shares in the Company owned by such stockholder in such form,
not inconsistent with the Certificate of Incorporation, as shall
be prescribed by the Board. Certificates representing shares of
the capital stock of the Company shall be signed by the Chairman
of the Board, President or an Executive Vice President and the
Treasurer, Secretary or an Assistant Secretary. Any or all
signatures on the certificate, including those of the Transfer
Agent and Registrar, may be facsimile.

The name of the person owning the shares represented
thereby, with the number of such shares and the date of issue,
shall be entered on the Company's books.

8
<PAGE>

Form 10-Q
EXHIBIT 3.2

All certificates surrendered to the Company shall be
cancelled, and no new certificates shall be issued until the
former certificate for the same number of shares of the same
class shall have been surrendered and cancelled, except that the
Board may determine, from time to time, the conditions and
provisions on which new certificates may be used in substitution
of any certificates that may have been lost, stolen or destroyed.

SECTION 3. Transfer of Shares. Shares in the capital
stock of the Company shall be transferred by the record holder
thereof, in person, or by any such person's attorney upon
surrender and cancellation of certificates for a like number of
shares.

SECTION 4. Regulations. The Board also may make rules
and regulations concerning the issue, transfer and registration
of certificates for shares of the capital stock of the Company.

The Board may appoint one or more transfer agents and
one or more registrars of transfers, and may require all stock
certificates to bear the signature of a transfer agent and a
registrar of transfer.

SECTION 5. Record Date of Stockholders. The Board may
fix in advance a date, not exceeding sixty days preceding the
date of any meeting of stockholders, or the date for the payment
of any dividend or other distribution, or the date for the
allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, as a record date
for the determination of the stockholders entitled to notice of,
and to vote at, any such meeting, or entitled to receive payment
of any such dividend or other distribution, or to any such
allotment of rights, or to exercise the rights in respect of any
such change, conversion or exchange of capital stock, and in such
case only such stockholders as shall be stockholders of record on
the date so fixed shall be entitled to such notice of, and to
vote at, such meeting, or to receive any such dividend or other
distribution, or to receive such allotment of rights, or to
exercise such rights, as the case may be, notwithstanding any
transfer of any stock on the books of the Company after such
record date fixed as aforesaid.

SECTION 6. Corporate Seal. The seal of the Company
shall be circular in form, containing the words "E. I. DU PONT DE
NEMOURS AND CO." and "DELAWARE" on the circumference, surrounding
the words "FOUNDED" and "SEAL," and the date "1802."

The seal shall be in the custody of the Secretary. A
duplicate of the seal may be kept and used by the Senior Vice
President - Finance, any Vice President - DuPont Finance, the
Treasurer, or by any Assistant Secretary or Assistant Treasurer.

9
<PAGE>

Form 10-Q
EXHIBIT 3.2

ARTICLE VII.
AMENDMENTS

The Board shall have the power to adopt, amend and
repeal the Bylaws of the Company, by a vote of the majority of
the whole Board, at any regular or special meeting of the Board,
provided that notice of intention to adopt, amend or repeal the
Bylaws in whole or in part shall have been given at the next
preceding meeting, or, without any such notice, by the vote of
two-thirds of the whole Board.

I hereby certify that the foregoing is a true and correct copy of
the Bylaws of E. I. du Pont de Nemours and Company.

Witness my hand and the corporate seal of the Company this
day of 199 .
- ------------ ------------------ --

----------------------------
Secretary

10
<PAGE>

Form 10-Q
Exhibit 10.12

E. I. DU PONT DE NEMOURS AND COMPANY

RETIREMENT INCOME PLAN FOR DIRECTORS

AS LAST AMENDED August 1995

20
<PAGE>

Form 10-Q
Exhibit 10.12

E. I. DU PONT DE NEMOURS AND COMPANY

RETIREMENT INCOME PLAN FOR DIRECTORS

I. PURPOSE

The purpose of the Retirement Income Plan for Directors ("the Plan") is
to maintain a compensation package that will continue to attract and
retain persons of outstanding competence for membership on the Board of
Directors of E. I. du Pont de Nemours and Company (the "Company").

II. ELIGIBILITY

A Director will be eligible for benefits under this Plan if, on the date
of retirement from the Board, such directors has served the Company as a
director for at lest five years; provided, however, a director who has
qualified for an immediate or deferred pension benefit from the Company
or any of its subsidiaries is ineligible to participate in the Plan.

III. AMOUNT OF RETIREMENT BENEFITS

The annual benefits payable under the Plan shall be equal to one-half of
the annual Board retainer (excluding any amounts payable for committee
service and the value of any stock granted under the DuPont Stock
Accumulation and Deferred Compensation Plan for Directors) in effect on
the Director's date of retirement. One-twelfth of such benefits will be
paid monthly.

IV. DURATION OF BENEFITS

The monthly benefits provided by this Plan begin in the month following
retirement from the Board and shall continue (a) until 120 such monthly
payments have been made, or (b) until and including the month in which
the retired Director dies, whichever comes first. No death benefits are
payable under the Plan.

V. NONASSIGNABILITY

During the Director's lifetime, the right to any retirement benefit
shall not be transferable or assignable.

VI. INTERPRETATION AND AMENDMENT

The Plan shall be administered by the Office of the Chairman of the
Company. The decision of the Office of the Chairman with respect to any
questions arising as to the interpretation of this Plan, including the
severability of any and all of the provisions thereof, shall be final,
conclusive, and binding. The Office of the Chairman reserves the right
to modify this Plan from time to time, or to repeal the Plan entirely.

<PAGE>

<TABLE>
Form 10-Q

Exhibit 12

E. I. DU PONT DE NEMOURS AND COMPANY

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

Years Ended December 31
Three Months Ended -------------------------------------------------
March 31, 1997 1996 1995 1994 1993 1992
------------------ --------- ------- ------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Net Income ........................................ $1,020 $3,636 $3,293 $2,727 $ 566<Fa> $ 975<Fa>
Provision for Income Taxes ........................ 779 2,345 2,097 1,655 392 836
Minority Interests in Earnings of Consolidated
Subsidiaries .................................... 25 59 30 18 5 10
Adjustment for Companies Accounted for
by the Equity Method ............................ 15 81 41 18 41 6
Capitalized Interest .............................. (40) (144) (170) (143) (194) (194)
Amortization of Capitalized Interest .............. 34<Fb> 191<Fb> 154 154 144 101
------ ------ ------ ------ ------ ------
1,833 6,168 5,445 4,429 954 1,734
------ ------ ------ ------ ------ ------

Fixed Charges:
Interest and Debt Expense ....................... 154 729 758 559 594 643
Adjustment for Companies Accounted for by the
Equity Method - Interest and Debt Expense ..... 27 70 71 55 42 62
Capitalized Interest ............................ 40 144 170 143 194 194
Rental Expense Representative of Interest
Factor ........................................ 30 118 113 118 143 151
------ ------ ------ ------ ------ ------
251 1,061 1,112 875 973 1,050
------ ------ ------ ------ ------ ------

Total Adjusted Earnings Available for Payment of
Fixed Charges ................................... $2,084 $7,229 $6,557 $5,304 $1,927 $2,784
====== ====== ====== ====== ====== ======

Number of Times Fixed Charges are Earned .......... 8.3 6.8 5.9 6.1 2.0 2.7
====== ====== ====== ====== ====== ======

<FN>
<Fa>Income Before Extraordinary Item and Transition Effect of Accounting
Changes.
<Fb>Includes write-off of capitalized interest associated with divested
businesses.

</TABLE>

<ARTICLE> 5
<LEGEND>
This Schedule Contains Summary Financial Information Extracted
From Form 10-Q For The Quarterly Period Ended March 31, 1997,
And Is Qualified In Its Entirety By Reference To Such Financial
Statements
</LEGEND>
<MULTIPLIER> 1,000,000

<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 1,478
<SECURITIES> 577
<RECEIVABLES> 5,856<F1>
<ALLOWANCES> 0
<INVENTORY> 4,075
<CURRENT-ASSETS> 13,008
<PP&E> 50,590
<DEPRECIATION> 29,578
<TOTAL-ASSETS> 39,892
<CURRENT-LIABILITIES> 12,277
<BONDS> 5,070
0
237
<COMMON> 347
<OTHER-SE> 10,692
<TOTAL-LIABILITY-AND-EQUITY> 39,892
<SALES> 11,211
<TOTAL-REVENUES> 11,550
<CGS> 8,275<F2>
<TOTAL-COSTS> 9,602<F3>
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 149
<INCOME-PRETAX> 1,799
<INCOME-TAX> 779
<INCOME-CONTINUING> 1,020
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,020
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1>Includes Other Accounts In Addition To Notes And Accounts
Receivable-Trade.
<F2>Includes Other Expenses.
<F3>Cost of Goods Sold and Other Expenses; Depreciation, Depletion and
Amortization; Exploration Expenses, Including Dry Hole Costs and
Impairment of Unproved Properties; and Selling, General and
Administrative Expenses.
</FN>

</TABLE>