AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON MAY 1, 1997
REGISTRATION NO. 33-60069
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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PRE-EFFECTIVE
AMENDMENT NO. 1
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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E. I. DU PONT DE NEMOURS AND COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 51-0014090
(STATE OR OTHER JURISDICTION (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1007 MARKET STREET
WILMINGTON, DELAWARE 19898
(302) 774-1000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE
OFFICES)
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KURT M. LANDGRAF, 1007 MARKET STREET,
WILMINGTON, DELAWARE 19898; (302) 774-1000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OR AGENT FOR SERVICE)
-----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO
THE PUBLIC: From time to time after the Registration
Statement becomes effective.
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
<PAGE>
interest reinvestment, check the following box. X
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities
Act, please check the following box and list the Securities
Act registration statement number of the earlier effective
registration statement for the same offering. __
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the
following box and list the Securities Act registration
statement number of the earlier effective registration
statement for the same offering. __
EXPLANATORY NOTE
This is Amendment No. 1 to the Registration Statement
on Form S-3 (Registration No. 33-60069) relating to the
resale from time to time by The Wilmington Trust Company, as
trustee of the DuPont Pension Trust Fund (the "Trust"), of
up to 7,789,375 shares of Common Stock, $.60 par value, of
E. I. du Pont de Nemours and Company (the "Company"). These
shares were sold by the Company to the Trust in a private
transaction. The investment managers of the Trust, who are
employees of the Company, will determine the time and manner
of the sale of the shares by the Trust. This Amendment is
filed in accordance with Rule 416(b) to reflect a change in
the number and par value of shares registered. On February
28, 1997, the Company's Board of Directors authorized a
two-for-one common stock split. This authorization was
subject to approval of an amendment to the Company's
Charter. On April 30, 1997, the stockholders approved an
amendment to the Company's Charter to increase the number of
authorized shares of Common Stock, thereby reducing the par
value of each share of Common Stock to $0.30. The amendment
is effective May 15, 1997. Therefore, the Registration
Statement is deemed to cover an additional 7,789,375 shares
of Common Stock and the par value of all shares offered
pursuant to the Registration Statement is changed to $0.30.
This amendment is being filed prior to the offering of such
additional shares.
Part II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits
Exhibit
Number
24(a) Power of Attorney
<PAGE>
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 THE REQUIREMENTS FOR
FILING AN 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 1ST DAY OF MAY, 1997.
E. I. DU PONT DE NEMOURS AND COMPANY
/s/ Kurt M. Landgraf
By: _______________________________
Kurt M. Landgraf
Senior Vice President -
DuPont Finance
Principal Financial and
Accounting Officer
/s/ Howard J. Rudge
By: _______________________________
Howard J. Rudge
Senior Vice President
and General Counsel
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
REGISTRATION STATEMENT FOR COMMON STOCK, $.60 PAR VALUE
The person whose signature appears below constitutes
and appoints (1) the Senior Vice President and General
Counsel, or any Assistant General Counsel of E. I. du Pont
de Nemours and Company (hereinafter referred to as "the
Company"), and (2) the Senior Vice President - DuPont
Finance, any Vice President, DuPont Finance, or any
Assistant Treasurer of the Company, jointly, his or her true
and lawful attorneys-in-fact and agents for him or her and
in his or her name, place and stead, in any and all
capacities, to execute and file, or cause to be filed, with
the Securities and Exchange Commission a Registration
Statement on Form S-3 relating to 7,789,375 shares of DuPont
common stock, $.60 par value offered for resale by the
DuPont Pension Trust Fund, through its trustee, any and all
amendments thereto (including post-effective amendments),
and all matters required by the Commission in connection
with such registration under the Securities Act of 1933, as
amended, granting unto said attorneys-in-fact and agents
full power and authority to do and perform all intents and
purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue hereof.
/s/ E. S. Woolard, Jr. 5/24/95
_______________________________ ________________________
Director Date
/s/ J. A. Krol 5/24/95
_______________________________ ________________________
Director Date
/s/ C. S. Nicandros 5/24/95
_______________________________ ________________________
Director Date
/s/ A. F. Brimmer 5/24/95
_______________________________ ________________________
Director Date
/s/ E. B. du Pont 5/24/95
_______________________________ ________________________
Director Date
/s/ C. M. Harper 5/24/95
_______________________________ ________________________
Director Date
<PAGE>
/s/ W. K. Reilly 5/24/95
______________________________ ________________________
Director Date
/s/ H. R. Sharp, III 5/24/95
______________________________ ________________________
Director Date
/s/ C. M. Vest 5/24/95
______________________________ ________________________
Director Date
