Rule 424(b)(3)
File No. 33-53327
Pricing Supplement: Number 7 November 4, 1998
To Prospectus dated May 25, 1994, and Prospectus Supplement
dated June 15, 1995)
E. I. du Pont de Nemours and Company
Medium-Term Notes, Series G
CUSIP: 26353LHM6
Form: Book-Entry
Principal Amount: $27,000,000
Issue Price: 100.00%
Original Issue Date: 11/04/1998
Maturity Date: 11/04/2048
Interest Rate Formula: 3-Month USD LIBOR
per Telerate Page 3750 minus 0.26%
Initial Interest Rate: 5.00531%
Interest Reset and Payment Dates:
Interest reset and payments are quarterly on the 4th of
November, February, May and August of each year beginning
on February 4, 1999 and as per the conditions further
provided in the Prospectus Supplement dated June 15,
1995. Interest Reset Determination Date is two London
Business Days prior to reset.
Redemption at DuPont's Option:
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The Notes may be redeemed annually, under the conditions
provided in the Prospectus Supplement dated June 15,
1995, on November 4th of each of the years set forth
below, at the amounts set forth below (expressed as
percentages of the principal amount of the Notes)
corresponding to the years set forth below, together with
any accrued interest to the Redemption Date.
Redemption Date Redemption Price
11/4/2028 105.00%
11/4/2029 104.50%
11/4/2030 104.00%
11/4/2031 103.50%
11/4/2032 103.00%
11/4/2033 102.50%
11/4/2034 102.00%
11/4/2035 101.50%
11/4/2036 101.00%
11/4/2037 100.50%
Callable every year thereafter at Par
Repayment at the Option of the Holder:
The holder of the Notes may elect to cause DuPont to
repurchase the Notes, under the conditions provided in the
Prospectus Supplement dated June 15, 1995, on November 4th
of each of the years set forth below, at the amounts set
forth below (expressed as percentages of the
principal amount of the Notes) corresponding to the
years set forth below, together with any accrued
interest to the Repurchase Date:
Repurchase Date Repurchase Price
11/4/2008 99.00%
11/4/2011 99.25%
11/4/2014 99.50%
11/4/2017 99.75%
11/4/2020 100.00%
Puttable at Par every three years thereafter
Conditional Right to Shorten Maturity
The Company intends to deduct interest paid on the Notes
for United States federal income tax purposes. However,
there have been proposed tax law changes over the past two
years that, among other things, would have prohibited an
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issuer from deducting interest payments on debt
instruments with a maturity of more than 40 years. While
none of these proposals have become law, there can be no
assurance that similar legislation affecting the Company's
ability to deduct interest paid on the Notes will not be
enacted in the future or that any such legislation would
not have a retroactive effective date. As a result, there
can be no assurance that a Tax Event (as defined below)
will not occur.
Upon the occurrence of a Tax Event, the Company, without
the consent of the holders of the Notes, will have the
right to shorten the maturity of the Notes to the minimum
extent required , in the opinion of nationally recognized
independent tax counsel chosen by the Company, such that,
after the shortening of the maturity, interest paid on the
Notes will be deductible for United States federal income
tax purposes or, if such counsel is unable to opine
definitively as to such a minimum period, the minimum
extent so required to maintain the Company's interest
deduction to the extent deductible under current law as
determined in good faith by the Company's Treasurer or the
Treasurer's designee, after receipt of an opinion of such
counsel regarding the applicable legal standards. In such
case, the amount payable on such Notes on such new
maturity date will be equal to 100% of the principal
amount of such Notes plus interest accrued on such Notes
to such new maturity date. There can be no assurance that
the Company would not exercise its right to shorten the
maturity of the Notes on the occurrence of a Tax Event or
as to the period by which such maturity would be
shortened. In the event that the Company elects to
exercise its right to shorten the maturity of Notes on the
occurrence of a Tax Event, the Company will mail a notice
to each holder of the Notes by first - class mail not more
than 60 days after the occurrence of such Tax Event,
stating the new maturity date of the Notes. Such notice
shall become effective immediately upon mailing.
The Company believes that the Notes should constitute
indebtedness for United States federal income tax under
current law and, in that case, an exercise of its right to
shorten the maturity of the Notes should not be a taxable
event to Holders for such purposes. Prospective investors
should be aware, however, that the Company's exercise of
its right to shorten the maturity of the Notes will be a
taxable event to Holders for United States federal income
tax purposes if the Notes are treated as equity for United
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States federal income tax purposes before the maturity is
shortened, assuming that the Notes of shortened maturity
are treated as debt for such purposes.
"Tax Event" means that the Company shall receive an
opinion of nationally recognized independent tax counsel
chosen by the Company to the effect that, as a result of
(a) any amendment, clarification or change (including any
announced prospective amendment, clarification or change)
in any law, or any regulation thereunder, of the United
States, (b) any judicial decision, official administrative
pronouncement, ruling, regulatory procedure, regulation,
notice or announcement, including any notice or
announcement of intent to adopt or promulgate any ruling,
regulatory procedure or regulation (any of the foregoing,
an "Administrative or Judicial Action"), or (c) any
amendment to, clarification of, or change in any official
position with respect to, or any interpretation of, an
Administrative or Judicial Action or a law or regulation
of the United States that differs from the theretofore
generally accepted position or interpretation, in each
case, occurring on or after October 30, 1998, that there
is a more than insubstantial increase in the risk that
interest paid by the Company on the Notes is not, or will
not be, deductible, in whole or in part, by the Company
for United States federal income tax purposes.
Discount Note: No
Agent: Goldman, Sachs, & Co.
Agent's Commission: 1.00%
Calculation Agent: Chase Manhattan Bank, Global Trust
Services
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