DUPONT E I DE NEMOURS & CO, S-3/A, 1999-09-23

DUPONT E I DE NEMOURS & CO
S-3/A, 1999-09-23
PLASTIC MATERIAL, SYNTH RESIN/RUBBER, CELLULOS (NO GLASS)

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 23, 1999

REGISTRATION NO. 333-86363
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
------------------------

AMENDMENT NO.1

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)
------------------------
SUSAN M. STALNECKER, VICE PRESIDENT AND TREASURER
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)

COPY TO:

JOHN W. WHITE
CRAVATH, SWAINE & MOORE
825 EIGHTH AVENUE
NEW YORK, NY 10019
TEL.: (212) 474-1000
------------------------
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]

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. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT TO BE OFFERING PRICE AGGREGATE
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED REGISTERED PER UNIT* OFFERING PRICE**
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
debt securities... $4,000,000,000 100% $4,000,000,000
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<CAPTION>
- -------------------------------------------------- ----------------------
- -------------------------------------------------- ----------------------

AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED REGISTRATION FEE
- -------------------------------------------------- ----------------------
<S> <C>
debt securities... $1,112,000
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- ------------------------------------------------------------------------------------------------------------------------
</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 $4,000,000,000 (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.)
------------------------
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

SUBJECT TO COMPLETION DATED SEPTEMBER 23, 1999

[Du Pont Logo]
E. I. DU PONT DE NEMOURS
AND COMPANY
1007 MARKET STREET
WILMINGTON, DELAWARE 19898
(302) 774-1000

$4,000,000,000

DEBT SECURITIES

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

We will provide the specific terms of the securities in supplements to this
prospectus. You should read this prospectus and any supplement carefully before
you invest.

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

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined whether
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

The date of this prospectus is , 1999
<PAGE> 3

TABLE OF CONTENTS

<TABLE>
<S> <C>
About This Prospectus....................................... 1
Where You Can Find More Information......................... 1
Forward-Looking Information................................. 2
About DuPont................................................ 3
Use Of Proceeds............................................. 3
Ratio Of Earnings To Fixed Charges.......................... 4
Description of Debt Securities.............................. 4
Plan of Distribution........................................ 12
Legal Opinion............................................... 13
Experts..................................................... 13
</TABLE>

i
<PAGE> 4

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we have filed with
the Securities and Exchange Commission using a "shelf" registration process.
Using this process, we may offer the securities described in this prospectus in
one or more offerings with a total initial offering price of up to
$4,000,000,000. This prospectus provides you with a general description of the
securities we may offer. Each time we offer securities, we will provide a
supplement to this prospectus. The prospectus supplement will describe the
specific terms of that offering. The prospectus supplement may also add, update
or change the information contained in this prospectus. Please carefully read
this prospectus and the prospectus supplement, in addition to the information
contained in the documents we refer you to under the heading "Where You Can Find
More Information."

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You can read and copy any materials we file with the
SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the SEC's regional offices located at Seven World Trade
Center, New York, New York 10048, and at 500 West Madison Street, Chicago,
Illinois 60661. You can obtain information about the operation of the SEC's
Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also
maintains a web site that contains information we file electronically with the
SEC, which you can access over the internet at http://www.sec.gov. You can
obtain information about us at the offices of the New York Stock Exchange, 20
Broad Street, New York, New York 10005 or by visiting our web site at
http://www.dupont.com.

This prospectus is part of a registration statement we have filed with the
SEC relating to the debt securities. As permitted by SEC rules, this prospectus
does not contain all of the information we have included in the registration
statement and the accompanying exhibits and schedules we file with the SEC. You
may refer to the registration statement, the exhibits and schedules for more
information about us and the debt securities. The registration statement,
exhibits and schedules are available at the SEC's Public Reference Room or
through its web site.

The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information we incorporate by reference is
an important part of this prospectus, and later information that we file with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below, and any future filings we make with the
SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 until we sell all the debt securities. The documents we incorporate by
reference are:

- our annual report on Form 10-K/A Amendment No. 1 for the year ended
December 31, 1998;

- our quarterly reports on Form 10-Q/A for the quarter ended March 31,
1999, and on Form 10-Q for the quarter ended June 30, 1999; and

- our current report(s) on Form 8-K as filed with the SEC on January 27,
1999; February 1, 1999; February 4, 1999; March 1, 1999; March 10, 1999;
March 12, 1999; March 15, 1999; March 15, 1999; April 16, 1999; April 27,
1999; June 14, 1999; July 2, 1999; July 12, 1999; July 14, 1999; July 28,
1999; August 2, 1999; August 9, 1999; August 11, 1999; August 16, 1999;
September 1, 1999; and September 15, 1999.

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You may request a copy of these filings (other than an exhibit to these
filings unless we have specifically incorporated that exhibit by reference into
the filing), at no cost, by writing or telephoning us at the following address:

DuPont
1007 Market Street
Wilmington, DE 19898
Attention: Treasury
Telephone: (302) 774-1000

You should rely only on the information we have provided or incorporated by
reference in this prospectus, any prospectus supplement or any incorporated
document. We have not authorized anyone to provide you with different
information. You should not assume that the information in this prospectus, any
prospectus supplement, or any incorporated document is accurate as of any date
other than the date on its cover.

FORWARD LOOKING INFORMATION

This document contains forward-looking statements, which may be identified
by the use of words like "plans," "expects," "will," "anticipates," "intends,"
"projects," "estimates" or other words of similar meaning. All statements that
address expectations or projections about the future, including statements about
our strategy for growth, product development, market position, expenditures,
financial results and our efforts to remediate Year 2000 issues, are
forward-looking statements.

Forward-looking statements are based on certain assumptions and
expectations of future events. We cannot guarantee that these assumptions and
expectations are accurate or will be realized. The following are some of the
important factors that could cause our actual results to differ materially from
those projected in any such forward-looking statements:

- We operate in approximately 65 countries worldwide and derive about half
of our revenues from sales outside the United States. Changes in the laws
or policies of other governmental and quasi-governmental entities that
relate to our activities in the countries in which we operate could
affect our business in those countries and our results of operations. In
addition, economic factors, including inflation and fluctuations in
interest rates and foreign currency exchange rates, and competitive
factors, such as greater price competition or a decline in U.S. or
European industry sales from slowing economic growth in those countries
could affect our revenues, expenses and results.

- Our growth objectives largely depend on our ability to renew our pipeline
of new products and to bring those products to market. This ability may
be adversely affected by difficulties or delays in product development
such as the inability to:

- identify viable new products;

- successfully complete clinical trials of new pharmaceuticals;

- obtain relevant regulatory approvals, which may include approval from
the U.S. Food and Drug Administration;

- obtain adequate intellectual property protection; or

- gain market acceptance of the new products.

- As part of our strategy for growth, we have made and may continue to make
acquisitions, divestitures and alliances. There can be no assurance that
these will be completed or beneficial to us.

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<PAGE> 6

- We have undertaken and may continue to undertake productivity
initiatives, including organizational restructurings, to improve
performance and generate cost savings. There can be no assurance that
these will be completed or beneficial to us. Also, there can be no
assurance that any estimated cost savings from such activities will be
realized.

- Our periodic reports filed with the Securities and Exchange Commission on
Forms 10-Q and 10-K explain our timetable and assessment of costs to
become Year 2000-capable. Our failure or that of third parties with which
we conduct business to become Year 2000-capable could adversely affect
our financial condition, results of operation and liquidity.

- Our facilities are subject to a broad array of environmental laws and
regulations. The costs of complying with complex environmental laws and
regulations, as well as internal voluntary programs, are significant and
will continue to be so for the foreseeable future. Our accruals for such
costs and liabilities may not be adequate. The estimates on which the
accruals are based depend on a number of factors including:

- the nature of the allegation;

- the complexity of the site;

- the nature of the remedy;

- the outcome of discussions with regulatory agencies and other
potentially responsible parties at multi-party sites; and

- the number and financial viability of other potentially responsible
parties.

- Our results of operations could be affected by significant litigation
adverse to us including product liability claims, patent infringement
claims and antitrust claims.

This list of important factors does not include all factors, and may not be in
order of importance.

ABOUT DUPONT

We were founded in 1802 and incorporated in Delaware in 1915. We have been
in continuous operation for 196 years. Our principal offices are at 1007 Market
Street in Wilmington, Delaware.

We are a science company, delivering science-based solutions that make a
difference in people's lives in food and nutrition; healthcare; apparel; home
and construction; electronics; and transportation. We have a portfolio of 2,000
trademarks and brands, including such well-known consumer brands as Lycra(R),
Teflon(R) Stainmaster(R), Kevlar(R), Nomex(R), Tyvek(R), Dacron(R) Cordura(R),
Corian(R), SilverStone(R) and Mylar(R) We operate in 65 countries worldwide.

Our strategic business units have been aggregated into eight reportable
segments -- Agriculture & Nutrition, Nylon Enterprise, Performance Coatings &
Polymers, Pharmaceuticals, Pigments & Chemicals, Polyester Enterprise, Specialty
Fibers and Specialty Polymers.

About 47% of our sales are derived outside the United States, based on
location of the customer. We have about 92,000 employees.

USE OF PROCEEDS

Unless we inform you otherwise in a prospectus supplement, we will use the
net proceeds from the sale of the offered securities for general corporate
purposes. These purposes may include repayment and refinancing of debt,
acquisitions, working capital, capital expenditures and repurchases and
redemptions of securities. Pending any specific application, we may initially
invest funds in short-term marketable securities or apply them to the reduction
of short-term indebtedness.

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<PAGE> 7

RATIO OF EARNINGS TO FIXED CHARGES

<TABLE>
<CAPTION>
SIX MONTHS YEAR ENDED DECEMBER 31,
ENDED --------------------------------
JUNE 30, 1999 1998 1997 1996 1995 1994
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<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges.................... 5.9 3.3 5.2 5.8 5.4 5.3
Pro Forma
Ratio of Earnings to Fixed Charges on a continuing
operations basis excluding interest and debt expense
allocated to or incurred by Conoco, Inc., which is
reported as discontinued operations................. 8.3 4.5 7.8 9.1 8.4 7.6
</TABLE>

DESCRIPTION OF DEBT SECURITIES

We will issue the debt securities under one of two indentures:

- an indenture dated as of June 1, 1992 between us and Bankers Trust
Company, as trustee; or

- an indenture dated as of June 1, 1992 between us and The Chase Manhattan
Bank, formerly Chemical Bank, as trustee.

Each indenture is incorporated into or filed as an exhibit to the
registration statement, of which this prospectus is a part. The trustee will be
designated in the prospectus supplement for each offering of debt securities.
All references to the "trustee" mean the trustee identified in the prospectus
supplement. The following summaries of certain provisions of the indentures are
not complete. We encourage you to read the indentures.

GENERAL

The indentures do not limit the amount of debt securities that we may
issue. Each provides that debt securities may be issued up to the aggregate
principal amount that we authorize from time to time. The debt securities will
be unsecured and will rank on a parity with all of our other unsecured and
unsubordinated indebtedness.

The prospectus supplement relating to a series of debt securities will
describe the terms of that series, including, where applicable:

- the designation, aggregate principal amount, currency or currencies and
denominations of the debt securities;

- whether the debt securities may be convertible into or exchangeable for
other securities;

- the price or prices, expressed as a percentage of aggregate principal
amount, at which the debt securities will be issued;

- the date or dates on which the debt securities will mature;

- the currency or currencies in which the debt securities are being sold
and in which the principal of and any interest on the debt securities
will be payable and whether the holder of the debt securities may elect
the currency in which payments are to be made, and, if so, the manner of
such election;

- the rate or rates, which may be fixed or variable, at which the debt
securities will bear interest, if any;

- the date from which interest on the debt securities will accrue, the
dates on which interest will be payable and the date on which payment of
interest will commence;

- the dates on which and the price or prices at which the debt securities
will, under any mandatory sinking fund provision, or may, under any
optional redemption or required repayment provisions, be

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redeemed or repaid and the other terms and provisions of any mandatory
sinking fund, optional redemption or required repayment;

- whether the debt securities are to be issuable as registered securities,
bearer securities or both and the terms upon which any bearer securities
of a series may be exchanged for registered securities of that series;

- whether the 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 the global security or securities;

- any special provisions for the payment of additional amounts on the debt
securities;

- if a temporary global security is to be issued for a series, the
requirements for certification of ownership by non-United States persons
that will apply before (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;

- if a temporary global security is to be issued with respect to the
series, the terms upon which interests in the 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;

- any additional restrictive covenants included for the benefit of holders
of the debt securities;

- additional events of default provided with respect to the debt
securities;

- if the debt securities of the series are subject to defeasance at our
option, the provisions, Federal income tax consequences and other
considerations applicable thereto; and

- the designated trustee for the debt securities. (Section 301)

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".
Registered securities denominated in U.S. dollars will ordinarily be issued only
in denominations of $1,000 or any integral multiple of $1,000. 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. The prospectus supplement relating to a series of debt securities
denominated in a foreign or composite currency will specify the allowable
denominations and any special U.S. Federal income tax and other considerations.
No service charge will be made for any tender or exchange of debt securities but
we may require payment of a sum sufficient to cover any tax or other
governmental charge. (Sections 302 and 305)

Debt securities may be presented for exchange, and registered securities
that are not in global form 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.
Transfers or exchanges will be effected once the transfer agent or the security
registrar, as the case may be, is satisfied with the documents of title and
identity of the person making the request. (Section 305)

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. "Original issue discount securities" means any debt
securities that provide for an amount less than their principal amount to be due
and payable upon a declaration of acceleration of maturity upon the occurrence
and continuation of an event of default and any debt securities issued with
original issue discount for U.S. Federal income tax purposes.

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(Section 101) A prospectus supplement will describe U.S. Federal income tax
consequences and other special considerations applicable to any original issue
discount securities.

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 identified in the prospectus supplement relating to that
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 to a nominee of the
depositary or by a nominee of the depositary to the depositary or another
nominee of the depositary or by the depositary or any nominee to a successor of
the depositary or a nominee of that 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 that series. We anticipate that the following provisions will apply to all
depositary arrangements.

Upon the issuance of a global security, the depositary will credit, on its
book-entry registration and transfer system, the respective principal amounts of
the debt securities represented by the global security to the accounts of
"participants" that have accounts with the depositary. The accounts to be
credited shall be designated by the underwriters of debt securities, by certain
of our agents or by us if we sell debt securities directly. 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 a global security will be shown on, and the transfer of that
ownership will be effected only through, records maintained by the depositary or
by participants or persons that hold through participants. The laws of some
states require that certain purchasers of securities take physical delivery of
securities in definitive form. These limits and laws may impair the ability to
transfer beneficial interests in a global security.

So long as the depositary or its nominee is the owner of a global security,
the depositary or its nominee, as the case may be, will be considered the sole
owner or holder of the debt securities represented by that global security for
all purposes under the indenture. 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 that global security registered in their
names, will not receive or be entitled to receive physical delivery of debt
securities in definitive form and will not be considered the owners or holders
of the debt securities under the indenture governing the 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 right of a holder under the indenture.

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 those debt securities. Neither
we, the trustee, any paying agent nor the security registrar 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
or for maintaining, supervising or reviewing any records relating to beneficial
ownership interests.

We expect 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
amount of the global security as shown on the records of the depositary. We also
expect that payments by participants to owners of beneficial interests in a
global security held through those 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 those participants.

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If a depositary for debt securities of a series is at any time unwilling or
unable to continue as depositary and we do not appoint a successor depositary
within 90 days, we will issue debt securities of that series in definitive form
in exchange for the global security or securities representing the debt
securities of that series. In addition, we may at any time and in our sole
discretion determine not to have any debt securities of a series represented by
one or more global securities. In that event, we will issue debt securities of
that series in definitive form in exchange for the global security or securities
representing those debt securities. An owner of a beneficial interest in a
global security representing debt securities of a series may, on terms
acceptable to us and the depositary for such global security, receive debt
securities of that series in definitive form. In any of these instances, 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 that
global security equal in principal amount to that beneficial interest and to
have debt securities registered in its name if the debt securities of that
series are issuable as registered securities. Debt securities of that series
issued in definitive form will be issued only in authorized denominations.

PAYMENT AND PAYING AGENTS

Payment of principal of and any premium on registered securities will be
made in the designated currency against surrender of any registered securities
at the corporate trust office of the trustee in New York City. Payment of any
installment of interest on registered securities will ordinarily be made to the
person in whose name the debt security is registered at the close of business on
the regular record date for that interest payment. Payments of interest will be
made at the corporate trust office of the trustee in New York City or by a check
in the designated currency mailed to each holder at the holder's registered
address. (Sections 307 and 1001)

The paying agents outside the United States that we initially appoint for a
series of debt securities will be named in the prospectus supplement. We may
terminate the appointment of any of the paying agents from time to time, except
that we will maintain at least one paying agent in New York City for payments on
registered securities. 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 it is a requirement of that stock exchange, we
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 that series of debt
securities. (Section 1002)

All moneys that we pay to a paying agent for the payment of principal of or
any premium, or interest on any debt security that remains unclaimed at the end
of two years after it became due and payable will be repaid to us and the holder
of that debt security will thereafter look only to us for payment. (Section
1003)

CERTAIN COVENANTS

Liens. We covenant that, so long as any of the debt securities remain
outstanding, we will not, nor will we permit any Restricted Subsidiary (as
defined below, in "Definition of Certain Terms") to issue, assume, or guarantee
any debt for money borrowed if that 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 the 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:

- mortgages on property, shares of stock, or indebtedness of any
corporation existing at the time such corporation becomes a Restricted
Subsidiary;

- 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;
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- mortgages securing debt owing by any Restricted Subsidiary to us or
another Restricted Subsidiary;

- mortgages on property of a corporation existing at the time that
corporation is merged into or consolidated with us 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 us or a Restricted Subsidiary;

- mortgages on property of us 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;

- mortgages existing at the date of the indenture;

- mortgages on particular property, or any proceeds of the sale of that
property, to secure all or any part of the cost of exploration, drilling,
mining or development of that property, 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 of that property, or any
indebtedness created, issued, assumed or guaranteed to provide funds for
any or all such purposes; or

- any extension. renewal or replacement or successive extensions, renewals
or replacements, in whole or in part, of any mortgage referred to in the
clauses immediately above.

Notwithstanding the above, we and one or more of our 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 that debt that would
then be outstanding, with certain exceptions does not at any one time
exceed 10% of the Consolidated Net Tangible Assets (as defined) of us and
our consolidated subsidiaries. (Section 1004)

For the purposes of this covenant, the following types of transactions
shall not be deemed to create debt secured by a mortgage: the sale or other
transfer of

- 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

- any other interest in property of the character commonly referred to as a
"production payment". (Section 1004)

Sale and Leaseback Transactions. Sale and leaseback transactions by us or
any Restricted Subsidiary of any Principal Property are prohibited unless (a) we
or such Restricted Subsidiary would be entitled to issue, assume, or guarantee
debt secured by the property involved at least equal in amount to the
Attributable Debt (as defined) for that transaction without equally and ratably
securing the debt securities or (b) an amount equal to the Attributable Debt for
that transaction is applied to the retirement of our nonsubordinated debt or
that of 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 its creation. (Section 1005)

Consolidation or Merger. We will not consolidate or merge with or dispose
of all or substantially all of our property to any corporation unless the
surviving corporation, if other than us, shall assume our obligations under the
indenture and under the debt securities. (Section 801) If on any consolidation
or merger of us or any Restricted Subsidiary with or into any other corporation,
or on any sale, conveyance, or lease of substantially all our or a Restricted
Subsidiary's properties, any Principal Property or any shares of stock or
indebtedness of any Restricted Subsidiary would then become subject to any
mortgage, pledge,

8
<PAGE> 12

security interest, or other lien or encumbrance, we, prior to such event, will
secure the debt securities by a direct lien on that 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
us.

DEFINITION OF CERTAIN TERMS

"Subsidiary" is defined to mean any corporation which is consolidated in
our 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 that corporation shall at the time be owned or
controlled by us or by us and one or more Subsidiaries or by one or more
Subsidiaries. (Section 101)

"Restricted Subsidiary" is defined to mean any wholly-owned subsidiary

- substantially all the property of which is located within the continental
United States of America,

- which owns a Principal Property, and

- in which our investment exceeds 1% of our consolidated assets as of the
end of the preceding year.

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 our 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 owned by us or any Restricted Subsidiary, unless, in
the opinion of our Board or Directors, such plant facility, property or research
facility is not of material importance to the total business conducted by us and
our 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)

"Consolidated Net Tangible Assets" means the total amount of assets less
applicable reserves and other properly deductible items after deducting (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 our most
recent quarterly balance sheet and computed in accordance with generally
accepted accounting principles. (Section 101)

MODIFICATION OF THE INDENTURE

The indenture permits us 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 and affected, to execute a supplemental indenture modifying the
indenture or the rights of the holders of debt securities and any related
coupons. No modification shall, without the consent of the holder of each debt
security affected thereby,

- change the maturity of any debt security or coupon, or reduce its
principal amount, or reduce the rate or change the time of payment of
interest, 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

- reduce the percentage of debt securities, the consent of the holders of
which is required for any modification. (Section 902)

9
<PAGE> 13

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 our request or the request of holders of at least 10% in
principal amount of the outstanding debt securities of the series, upon notice
given in accordance with the indenture. (Section 1402) Except as limited 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. Except as limited 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 any one of the following events and any other event that is
established for the debt securities of a particular series:

- default for 30 days in any payment of interest on the series;

- default in any payment of principal and premium, if any, on the series;

- default in the payment of any sinking fund installment;

- default for 60 days after appropriate notice in performance of any other
covenant in the indenture; or

- 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. (Section 501).

We are required to file with the trustee annually an officer's certificate
indicating whether we are in default under the indenture. (Section 1008)

The indenture provides that if an event of default 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 debt securities of the series (in
the case of defaults under the final two clauses listed above, 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, that
portion of the principal amount as may be specified, of the debt securities of
the 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 the final two clauses listed above, 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 waive any past default or event of default except a default not
previously 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.
(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 before
exercising any right or power under the indenture at the request of the holders.
(Section 603) The indenture provides that no holder of any debt securities of
any series may institute any

10
<PAGE> 14

proceeding, judicial or otherwise, to enforce the 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 the indenture
by the holders of not less than 25% in aggregate principal amount of the then
outstanding debt securities of that series and an offer of reasonable indemnity
to the trustee. (Section 507) This provision will not prevent any holder of debt
securities from enforcing payment of the principal thereof and premium, if any,
and interest thereon at their due dates. (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 for the debt securities of that series. However, the trustee may
refuse to follow any direction that conflicts with law or the indenture or which
would be unjustly prejudicial to the other holders. (Section 512)

The indenture provides that the trustee will, within 90 days after the
occurrence of a default on any series of debt securities known to it, give to
the holders of that series notice of the default if not cured or waived. Except
in the case of a default in the payment of principal of, any premium, or
interest on, any debt securities, the trustee shall be protected in withholding
such notice if it determines in good faith that doing so is in the holders'
interests. (Section 602)

DISCHARGE AND DEFEASANCE

The indenture provides that we may specify that, for debt securities of a
certain series, we will be discharged from any and all obligations regarding
those debt securities if we irrevocably deposit with the trustee, in trust,
money and/or U.S. Government Obligations which through the payment of interest
and principal will provide enough money to pay any installment of principal, any
premium, and, any interest, on and any mandatory sinking fund payments of such
debt securities on their stated maturity in accordance with the terms of the
indenture and the debt securities. A trust may only be established if it would
not cause the debt securities of a series listed on any nationally recognized
securities exchange to be de-listed. Establishment of a trust may be conditioned
on our delivery to the trustee of an opinion of counsel, who may be our counsel,
to the effect that, based upon applicable U.S. Federal income tax law or a
ruling published by the United States Internal Revenue Service, a defeasance and
discharge will not be deemed, or result in, a taxable event to holders of the
debt securities. (Section 1301) Defeasance, however, will not end our
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 for debt securities of a
certain series, to pay the principal of and premium, if any, and interest, if
any, on those debt securities.

TRUSTEE'S RELATIONSHIP WITH ISSUER

The Chase Manhattan Bank acts as depositary for funds of, makes loans to,
and performs other services for us in the normal course of business. It also
acts as trustee for our 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, Medium-Term Notes
Series G, 9.15% Notes Due 2000, 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.

Bankers Trust Company acts as depositary for funds of, makes loans to, and
performs other services for us in the normal course of business. It also acts as
trustee for our Medium-Term Notes Series F, 6 3/4% Notes Due 2002, 7.95%
Debentures Due 2023, and 7 1/2% Debenture Due 2033, 6 1/2% Notes Due 2002,
6 3/4% Notes Due 2007 and 6.50% Debentures Due 2028. It also acts as fiscal
agent for our 8% Notes Due 2002 and 5.875% Notes Due 2009.

11
<PAGE> 15

PLAN OF DISTRIBUTION

We may sell the debt securities in and outside the United States (a)
through underwriters or dealers, (b) directly to purchasers or (c) through
agents. The prospectus supplement will include the following information:

- the terms of the offering

- the names of any underwriters or agents

- the purchase price from us of the securities

- the net proceeds to us from the sale of the securities

- any delayed delivery arrangements

- any underwriting discounts and other items constituting underwriters'
compensation

- any initial public offering price

- any discounts or concessions allowed or reallowed or paid to dealers

If we use underwriters in the sale, the underwriters will acquire the debt
securities for their own account. The underwriters may resell the securities
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. Underwriters may offer securities to the public either
through underwriting syndicates represented by one or more managing underwriters
or directly by one or more firms acting as underwriters. Unless we inform you
otherwise in the prospectus supplement, the obligations of the underwriters to
purchase the securities will be subject to certain conditions, and the
underwriters will be obligated to purchase all the offered securities if they
purchase any of them. The underwriters may change from time to time any initial
public offering price and any discounts or concessions allowed or re-allowed or
paid to dealers.

During and after an offering through underwriters, the underwriters may
purchase and sell the securities in the open market. These transactions may
include over-allotment and stabilizing transactions and purchases to cover
syndicate short positions created in connection with the offering. The
underwriters may also impose a penalty bid, whereby selling concessions allowed
to syndicate members or other broker-dealers for the offered securities sold for
their account may be reclaimed by the syndicate if those offered securities are
repurchased by the syndicate in stabilizing or covering transactions. These
activities may stabilize, maintain or otherwise affect the market price of the
offered securities, which may be higher than the price that might otherwise
prevail in the open market. If commenced, these activities may be discontinued
at any time.

If we use dealers in the sale of securities, we will sell the securities to
them as principals. They may then resell those securities to the public at
varying prices determined by the dealers at the time of resale. We will include
in the prospectus supplement the names of the dealers and the terms of the
transaction.

We may sell the securities directly. In that case, no underwriters or
agents would be involved. We may also sell the securities through agents we
designate from time to time. In the prospectus supplement, we will name any
agent involved in the offer or sale of the offered securities, and we will
describe any commissions payable by us to the agent. Unless we inform you
otherwise in the prospectus supplement, any agent will agree to use its
reasonable best efforts to solicit purchases for the period of its appointment.

We may sell the securities directly to institutional investors or others
who may be deemed to be underwriters within the meaning of the Securities Act of
1933 with respect to any sale of those securities. We will describe the terms of
any such sales in the prospectus supplement.

If we so indicate in the prospectus supplement, we may authorize agents,
underwriters or dealers to solicit offers from certain types of institutions to
purchase securities from us at the public offering price under delayed delivery
contracts. These contracts would provide for payment and delivery on a specified

12
<PAGE> 16

date in the future. The contracts would be subject only to those conditions
described in the prospectus supplement. The prospectus supplement will describe
the commission payable for solicitation of those contracts.

We may have agreements with the agents, dealers and underwriters to
indemnify them against certain civil liabilities, including liabilities under
the Securities Act of 1933, or to contribute to payments that the agents,
dealers or underwriters may be required to make. Agents, dealers and
underwriters may be customers of, engage in transactions with or perform
services for us in the ordinary course of their businesses.

LEGAL OPINION

Howard J. Rudge, our General Counsel, or another of our lawyers, will issue
an opinion about the legality of the offered securities for us. Any underwriters
will be advised about other issues relating to any offering by their own legal
counsel.

EXPERTS

The consolidated financial statements of DuPont incorporated in this
prospectus by reference to the Annual Report on Form 10-K/A Amendment No. 1 for
the year ended December 31, 1998, have been so incorporated in reliance on the
report of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.

13
<PAGE> 17

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

<TABLE>
<S> <C>
SEC Filing Fee.............................................. $1,112,000
Trustee's Charges*.......................................... 15,000
Printing and Engraving*..................................... 100,000
Accounting Fees*............................................ 50,000
Rating Agency Fees*......................................... 300,000
Miscellaneous*.............................................. 23,000
----------
1,600,000
==========
</TABLE>

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

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Under provisions of our Bylaws, each person who is or was one of our
directors or officers shall be indemnified by us as of right to the full extent
permitted or authorized by the General Corporation Law of Delaware.

Under that law, to the extent that a person is successful on the merits in
defense of a suit or proceeding brought against him because he is or was one of
our directors or officers, 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, that person shall be indemnified 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, our best interests, 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 our right, or if such
suit is settled, that person shall be indemnified only against expenses,
including attorneys' fees, incurred in the defense or settlement of the suit if
he acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, our best interests except that if he is adjudged to be liable for
negligence or misconduct in the performance of his duty to us, 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 us the
expenses incurred in defending any action, suit or proceeding in advance of its
final disposition, subject to the receipt by us of 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 us.

We have purchased liability insurance policies covering our directors and
officers to provide protection where we 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> 18

ITEM 16. EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
<C> <C> <S>
1 -- Form of Underwriting Agreement. (Incorporated by reference
to Exhibit 1 of the Company's registration statement on form
S-3 No. 33-53327)
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 The
Chase Manhattan 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. (incorporated by reference to
Exhibit 4.3 of the Company's registration statement on form
S-3 No. 33-53327)
5 -- Opinion of H. J. Rudge as to the validity of the debt
securities.*
12 -- Computation of Ratio of Earnings to Fixed Charges.*
12.1 -- Pro Forma 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 of this Registration Statement.
24 -- Powers of Attorney. (Included on signature page to this
Registration Statement)
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 The Chase Manhattan
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
Securities Act of 1933;

(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 by those paragraphs in a post-effective
amendment is contained in periodic reports filed by us under Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 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

II-2
<PAGE> 19

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 our 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) 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, we have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 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 us by such director, officer or
controlling person in connection with the securities being registered, we will,
unless in the opinion of our counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by us is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

II-3
<PAGE> 20

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, as amended, to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Wilmington, State of Delaware, on September 23,
1999.

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

By: /s/ S. M. STALNECKER
------------------------------------
S. M. Stalnecker, Vice President
and Treasurer

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 or any Vice President,
DuPont Finance, 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 the
issuance thereunder of the Company's debt securities, 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 each and every act and thing requisite and necessary
to be done as fully to 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.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below on September 23, 1999 by the
following persons in the capacities indicated.

/s/ C. O. HOLLIDAY, JR. Chairman and Director
- ----------------------------------------------------- (Principal Executive Officer)
C. O. Holliday, Jr.

/s/ C. J. CRAWFORD Director
- -----------------------------------------------------
C. J. Crawford

/s/ L. C. DUEMLING Director
- -----------------------------------------------------
L. C. Duemling

/s/ E. B. DU PONT Director
- -----------------------------------------------------
E. B. du Pont

/s/ L. D. JULIBER Director
- -----------------------------------------------------
L. D. Juliber

Director
- -----------------------------------------------------
G. Lindahl

/s/ W. K. REILLY Director
- -----------------------------------------------------
W. K. Reilly
</TABLE>

II-4
<PAGE> 21
<TABLE>
<C> <S>
/s/ H. R. SHARP, III Director
- -----------------------------------------------------
H. R. Sharp, III

/s/ C. M. VEST Director
- -----------------------------------------------------
C. M. Vest

/s/ S. I. WEILL Director
- -----------------------------------------------------
S. I. Weill

/s/ E.S. WOOLARD, JR. Director
- -----------------------------------------------------
E.S. Woolard, Jr.
</TABLE>

<TABLE>
<S> <C>
By: /s/ S. M. STALNECKER By: /s/ H. J. RUDGE
- -------------------------------------------- --------------------------------------------
S. M. Stalnecker, Vice President H. J. Rudge, Senior Vice President
and Treasurer and General Counsel
(Attorney-in-fact for Above-Indicated (Attorney-in-fact for Above-Indicated
Individuals) Individuals)
</TABLE>

II-5

<PAGE> 1

EXHIBIT 5

[ss pi_logo][cfn][rs pi_logo](R)

LEGAL
WILMINGTON, DELAWARE 19898

August 24, 1999

E. I. du Pont de Nemours and Company
1007 Market Street
Wilmington, DE 19898

Dear Sirs:

With reference to the Registration Statement on Form S-3 being filed by you
with the Securities and Exchange Commission, registering $4,000,000,000
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>
Years Ended December 31
-----------------------
Six Months Ended
June 30, 1999 1998 1997 1996 1995 1994
------------- --------- --------- --------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Income from Continuing Operations Before
Extraordinary Item ................................ $ 1,474 $ 1,648 $ 1,432 $ 2,931 $ 2,858 $ 2,205
Provision for Income Taxes ........................... 850 941 1,354 1,416 1,432 1,164
Minority Interests in Earnings of Consolidated
Subsidiaries ...................................... 36 24 43 40 29 15
Adjustment for Companies Accounted for
by the Equity Method .............................. (85) (39) 936(a) 82 126 (33)
Capitalized Interest ................................. (59) (120) (80) (70) (76) (83)
Amortization of Capitalized Interest ................. 35(b) 65(b) 82(b) 127(b) 81 77
----- ----- ----- ----- ----- -----
2,251 2,519 3,767 4,526 4,450 3,345
----- ----- ----- ----- ----- -----
Fixed Charges:
Interest and Debt Expense - Continuing
Operations ...................................... 213 520 389 409 449 343
Interest and Debt Expense - Discontinued
Operations ...................................... 153 304 252 304 308 216
Capitalized Interest - Continuing Operations ...... 59 120 80 70 76 83
Capitalized Interest - Discontinued
Operations ...................................... 3 78 90 73 95 59
Rental Expense Representative of Interest
Factor .......................................... 36 71 83 80 80 83
----- ----- ----- ----- ----- -----
464 1,093 894 936 1,008 784
----- ----- ----- ----- ----- -----
Total Adjusted Earnings Available for Payment of
Fixed Charges ..................................... $ 2,715 $ 3,612 $ 4,661 $ 5,462 $ 5,458 $ 4,129
======= ======= ======= ======= ======= =======
Number of Times Fixed Charges are Earned ............. 5.9 3.3 5.2 5.8 5.4 5.3
======= ======= ======= ======= ======= =======

</TABLE>

- --------------------------------
(a) Includes write-off of Purchased In-Process Research and Development
associated with acquisition of 20% interest in Pioneer Hi-Bred
International, Inc.

(b) Includes write-off of capitalized interest associated with divested
businesses.

<PAGE> 1
Exhibit 12.1

E. I. DU PONT DE NEMOURS AND COMPANY

PRO FORMA

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(Dollars in millions)

Ratio of earnings to fixed charges on a continuing
operations basis excluding interest and debt expense allocated to or incurred by
Conoco, Inc., which is reported as discontinued operations.
<TABLE>
<CAPTION>

Years Ended December 31
Six Months Ended -----------------------------------------------------
June 30, 1999 1998 1997 1996 1995 1994
---------------- --------- --------- --------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Income from Continuing Operations Before
Extraordinary Item .............................. $1,474 $1,648 $1,432 $2,931 $2,858 $2,205
Provision for Income Taxes ........................ 850 941 1,354 1,416 1,432 1,164
Minority Interests in Earnings of Consolidated
Subsidiaries .................................... 36 24 43 40 29 15
Adjustment for Companies Accounted for
by the Equity Method ............................ (85) (39) 936(a) 82 126 (33)
Capitalized Interest .............................. (59) (120) (80) (70) (76) (83)
Amortization of Capitalized Interest .............. 35(b) 65(b) 82(b) 127(b) 81 77
------ ------ ------ ------ ------ ------
2,251 2,519 3,767 4,526 4,450 3,345
------ ------ ------ ------ ------ ------
Fixed Charges:

Interest and Debt Expense(c) .................... 213 520 389 409 449 343
Capitalized Interest ............................ 59 120 80 70 76 83
Rental Expense Representative of Interest
Factor ........................................ 36 71 83 80 80 83
------ ------ ------ ------ ------ ------
308 711 552 559 605 509
------ ------ ------ ------ ------ ------
Total Adjusted Earnings Available for Payment of

Fixed Charges ................................. $2,559 $3,230 $4,319 $5,085 $5,055 $3,854
====== ====== ====== ====== ====== ======
Number of Times Fixed Charges are Earned(c) ..... 8.3 4.5 7.8 9.1 8.4 7.6
====== ====== ====== ====== ====== ======
</TABLE>

- -----------------------------
(a) Includes write-off of Purchased In-Process Research and Development
associated with acquisition of 20% interest in Pioneer Hi-Bred
International, Inc.

(b) Includes write-off of capitalized interest associated with divested
businesses.

<PAGE> 1
Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of E.I. du Pont de Nemours and Company and its
subsidiaries of our report dated February 19, 1999, relating to the consolidated
financial statements, which appears on page 40 of E.I. du Pont de Nemours and
Company and its subsidiaries' 1998 Annual Report to Stockholders, which is
incorporated by reference in its Annual Report on Form 10-K/A Amendment No. 1
for the year ended December 31, 1998. We also consent to the incorporation by
reference of our report dated February 19, 1999, relating to the financial
statement schedule, which appears on page 19 of such Annual Report on Form
10-K/A Amendment No. 1. We also consent to the reference to us under the heading
"Experts" in such Registration Statement.

PRICEWATERHOUSECOOPERS LLP

Philadelphia, PA
September 23, 1999

<PAGE> 1
EXHIBIT 25.1

- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT
TO SECTION 305(b)(2)

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

BANKERS TRUST COMPANY
(Exact name of trustee as specified in its charter)

NEW YORK 13-4941247
(Jurisdiction of Incorporation or (I.R.S. Employer
organization if not a U.S. national bank) Identification no.)

FOUR ALBANY STREET
NEW YORK, NEW YORK 10006
(Address of principal (Zip Code)
executive offices)

BANKERS TRUST COMPANY
LEGAL DEPARTMENT
130 LIBERTY STREET, 31ST FLOOR
NEW YORK, NY 10006
(212) 250-2201
(Name, address and telephone number of agent for service)

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

E.I.DUPONT DE NEMOURS & COMPANY
(Exact name of Registrant as specified in its charter)

DELAWARE 51-0014090
(State or other jurisdiction of (I.R.S. employer identification no.)
Incorporation or organization)

1007 MARKET STREET
WILMINGTON, DE 19898
(Address, including zip code, and telephone
number of principal executive offices)

VARIOUS NOTES
(Title of the indenture securities)
<PAGE> 2
ITEM 1. GENERAL INFORMATION.

Furnish the following information as to the trustee.

(a) Name and address of each examining or supervising authority to
which it is subject.

NAME ADDRESS

Federal Reserve Bank (2nd District) New York, NY
Federal Deposit Insurance Corporation Washington, D.C.
New York State Banking Department Albany, NY

(b) Whether it is authorized to exercise corporate trust powers.
Yes.

ITEM 2. AFFILIATIONS WITH OBLIGOR.

If the obligor is an affiliate of the Trustee, describe each such
affiliation.

None.

ITEM 3.-15. NOT APPLICABLE

ITEM 16. LIST OF EXHIBITS.

EXHIBIT 1 - Restated Organization Certificate of Bankers Trust
Company dated August 7, 1990, Certificate of
Amendment of the Organization Certificate of
Bankers Trust Company dated June 21, 1995 -
Incorporated herein by reference to Exhibit 1 filed
with Form T-1 Statement, Registration No. 33-65171,
Certificate of Amendment of the Organization
Certificate of Bankers Trust Company dated March
20, 1996, incorporate by referenced to Exhibit 1
filed with Form T-1 Statement, Registration No.
333-25843 and Certificate of Amendment of the
Organization Certificate of Bankers Trust Company
dated June 19, 1997, copy attached.

EXHIBIT 2 - Certificate of Authority to commence business
Incorporated herein by reference to Exhibit 2 filed
with Form T-1 Statement, Registration No. 33-21047.

EXHIBIT 3 - Authorization of the Trustee to exercise corporate
trust powers - Incorporated herein by reference to
Exhibit 2 filed with Form T-1 Statement,
Registration No. 33-21047.

EXHIBIT 4 - Existing By-Laws of Bankers Trust Company, as
amended on June 22, 1999. Copy attached.

-2-
<PAGE> 3
EXHIBIT 5 - Not applicable.

EXHIBIT 6 - Consent of Bankers Trust Company required by
Section 321(b) of the Act. - Incorporated herein by
reference to Exhibit 4 filed with Form T-1
Statement, Registration No. 22-18864.

EXHIBIT 7 - The latest report of condition of Bankers Trust
Company dated as of March 31, 1999. Copy attached.

EXHIBIT 8 - Not Applicable.

EXHIBIT 9 - Not Applicable.

-3-
<PAGE> 4
SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Bankers Trust Company, a corporation organized and
existing under the laws of the State of New York, has duly caused this statement
of eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in The City of New York, and State of New York, on the 27th day
of August, 1999.

BANKERS TRUST COMPANY

By:
------------------------
Ednora A. Linares
Assistant Vice President

-4-
<PAGE> 5
SIGNATURE

BANKERS TRUST COMPANY

By: /s/ Ednora Linares
------------------------
Ednora A. Linares
Assistant Vice President

-5-
<PAGE> 6
State of New York,

Banking Department

I, MANUEL KURSKY, Deputy Superintendent of Banks of the State of New
York, DO HEREBY APPROVE the annexed Certificate entitled "CERTIFICATE OF
AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY UNDER SECTION
8005 OF THE BANKING LAW," dated June 19, 1997, providing for an increase in
authorized capital stock from $1,601,666,670 consisting of 100,166,667 shares
with a par value of $10 each designated as Common Stock and 600 shares with a
par value of $1,000,000 each designated as Series Preferred Stock to
$2,001,666,670 consisting of 100,166,667 shares with a par value of $10 each
designated as Common Stock and 1,000 shares with a par value of $1,000,000 each
designated as Series Preferred Stock.

WITNESS, my hand and official seal of the Banking Department at the City of New
York,

this 27TH day of June in the Year of our Lord one thousand
nine hundred and NINETY-SEVEN.

Manuel Kursky
------------------------------
Deputy Superintendent of Banks
<PAGE> 7
CERTIFICATE OF AMENDMENT

OF THE

ORGANIZATION CERTIFICATE

OF BANKERS TRUST

Under Section 8005 of the Banking Law

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

We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing
Director and an Assistant Secretary of Bankers Trust Company, do hereby certify:

1. The name of the corporation is Bankers Trust Company.

2. The organization certificate of said corporation was filed by the
Superintendent of Banks on the 5th of march, 1903.

3. The organization certificate as heretofore amended is hereby amended
to increase the aggregate number of shares which the corporation shall have
authority to issue and to increase the amount of its authorized capital stock in
conformity therewith.

4. Article III of the organization certificate with reference to the
authorized capital stock, the number of shares into which the capital stock
shall be divided, the par value of the shares and the capital stock outstanding,
which reads as follows:

"III. The amount of capital stock which the corporation is hereafter to
have is One Billion, Six Hundred and One Million, Six Hundred Sixty-Six
Thousand, Six Hundred Seventy Dollars ($1,601,666,670), divided into
One Hundred Million, One Hundred Sixty-Six Thousand, Six Hundred
Sixty-Seven (100,166,667) shares with a par value of $10 each
designated as Common Stock and 600 shares with a par value of One
Million Dollars ($1,000,000) each designated as Series Preferred
Stock."

is hereby amended to read as follows:

"III. The amount of capital stock which the corporation is hereafter to
have is Two Billion One Million, Six Hundred Sixty-Six Thousand, Six
Hundred Seventy Dollars ($2,001,666,670), divided into One Hundred
Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven
(100,166,667) shares with a par value of $10 each designated as Common
Stock and 1000 shares with a par value of One Million Dollars
($1,000,000) each designated as Series Preferred Stock."
<PAGE> 8
5. The foregoing amendment of the organization certificate was
authorized by unanimous written consent signed by the holder of all outstanding
shares entitled to vote thereon.

IN WITNESS WHEREOF, we have made and subscribed this certificate this
19th day of June, 1997.

James T. Byrne, Jr.
-------------------
James T. Byrne, Jr.
Managing Director

Lea Lahtinen
-------------------
Lea Lahtinen
Assistant Secretary

State of New York )
) ss:
County of New York )

Lea Lahtinen, being fully sworn, deposes and says that she is an
Assistant Secretary of Bankers Trust Company, the corporation described in the
foregoing certificate; that she has read the foregoing certificate and knows the
contents thereof, and that the statements herein contained are true.

Lea Lahtinen
------------
Lea Lahtinen

Sworn to before me this 19th day
of June, 1997.

Sandra L. West
--------------
Notary Public

SANDRA L. WEST
Notary Public State of New York
No. 31-4942101
Qualified in New York County
Commission Expires September 19, 1998
<PAGE> 9
BY-LAWS

JUNE 22, 1999

BANKERS TRUST COMPANY
NEW YORK
<PAGE> 10
BY-LAWS
OF
BANKERS TRUST COMPANY

ARTICLE I

MEETINGS OF STOCKHOLDERS

SECTION 1. The annual meeting of the stockholders of this Company shall be held
at the office of the Company in the Borough of Manhattan, City of New York, on
the third Tuesday in January of each year, for the election of directors and
such other business as may properly come before said meeting.

SECTION 2. Special meetings of stockholders other than those regulated by
statute may be called at any time by a majority of the directors. It shall be
the duty of the Chairman of the Board, the Chief Executive Officer or the
President to call such meetings whenever requested in writing to do so by
stockholders owning a majority of the capital stock.

SECTION 3. At all meetings of stockholders, there shall be present, either in
person or by proxy, stockholders owning a majority of the capital stock of the
Company, in order to constitute a quorum, except at special elections of
directors, as provided by law, but less than a quorum shall have power to
adjourn any meeting.

SECTION 4. The Chairman of the Board or, in his absence, the Chief Executive
Officer or, in his absence, the President or, in their absence, the senior
officer present, shall preside at meetings of the stockholders and shall direct
the proceedings and the order of business. The Secretary shall act as secretary
of such meetings and record the proceedings.

ARTICLE II

DIRECTORS

SECTION 1. The affairs of the Company shall be managed and its corporate powers
exercised by a Board of Directors consisting of such number of directors, but
not less than seven nor more than fifteen, as may from time to time be fixed by
resolution adopted by a majority of the directors then in office, or by the
stockholders. In the event of any increase in the number of directors,
additional directors may be elected within the limitations so fixed, either by
the stockholders or within the limitations imposed by law, by a majority of
directors then in office. One-third of the number of directors, as fixed from
time to time, shall constitute a quorum. Any one or more members of the Board of
Directors or any Committee thereof may participate in a meeting of the Board of
Directors or Committee thereof by means of a conference telephone or similar
communications equipment which allows all persons participating in the meeting
to hear each other at the same time. Participation by such means shall
constitute presence in person at such a meeting.

All directors hereafter elected shall hold office until the next annual meeting
of the stockholders and until their successors are elected and have qualified.

No Officer-Director who shall have attained age 65, or earlier relinquishes his
responsibilities and title, shall be eligible to serve as a director.
<PAGE> 11
SECTION 2. Vacancies not exceeding one-third of the whole number of the Board of
Directors may be filled by the affirmative vote of a majority of the directors
then in office, and the directors so elected shall hold office for the balance
of the unexpired term.

SECTION 3. The Chairman of the Board shall preside at meetings of the Board of
Directors. In his absence, the Chief Executive Officer or, in his absence, such
other director as the Board of Directors from time to time may designate shall
preside at such meetings.

SECTION 4. The Board of Directors may adopt such Rules and Regulations for the
conduct of its meetings and the management of the affairs of the Company as it
may deem proper, not inconsistent with the laws of the State of New York, or
these By-Laws, and all officers and employees shall strictly adhere to, and be
bound by, such Rules and Regulations.

SECTION 5. Regular meetings of the Board of Directors shall be held from time to
time provided, however, that there shall be at least ten regular monthly
meetings during a calendar year. Special meetings of the Board of Directors may
be called upon at least two day's notice whenever it may be deemed proper by the
Chairman of the Board or, the Chief Executive Officer or, in their absence, by
such other director as the Board of Directors may have designated pursuant to
Section 3 of this Article, and shall be called upon like notice whenever any
three of the directors so request in writing.

SECTION 6. The compensation of directors as such or as members of committees
shall be fixed from time to time by resolution of the Board of Directors.

ARTICLE III

COMMITTEES

SECTION 1. There shall be an Executive Committee of the Board consisting of not
less than five directors who shall be appointed annually by the Board of
Directors. The Chairman of the Board shall preside at meetings of the Executive
Committee. In his absence, the Chief Executive Officer or, in his absence, such
other member of the Committee as the Committee from time to time may designate
shall preside at such meetings.

The Executive Committee shall possess and exercise to the extent permitted by
law all of the powers of the Board of Directors, except when the latter is in
session, and shall keep minutes of its proceedings, which shall be presented to
the Board of Directors at its next subsequent meeting. All acts done and powers
and authority conferred by the Executive Committee from time to time shall be
and be deemed to be, and may be certified as being, the act and under the
authority of the Board of Directors.

A majority of the Committee shall constitute a quorum, but the Committee may act
only by the concurrent vote of not less than one-third of its members, at least
one of whom must be a director other than an officer. Any one or more directors,
even though not members of the Executive Committee, may attend any meeting of
the Committee, and the member or members of the Committee present, even though
less than a quorum, may designate any one or more of such directors as a
substitute or substitutes for any absent member or members of the Committee, and
each such substitute or substitutes shall be counted for quorum, voting, and all
other purposes as a member or members of the Committee.

SECTION 2. There shall be an Audit Committee appointed annually by resolution
adopted by a majority of the entire Board of Directors which shall consist of
such number of directors, who are not also officers of the Company, as may from
time to time be fixed by resolution adopted by the Board of Directors. The
Chairman shall be designated by the Board of Directors, who shall also from time
to time fix a quorum for meetings of the Committee. Such Committee shall conduct
the annual directors' examinations of the Company as
<PAGE> 12
required by the New York State Banking Law; shall review the reports of all
examinations made of the Company by public authorities and report thereon to the
Board of Directors; and shall report to the Board of Directors such other
matters as it deems advisable with respect to the Company, its various
departments and the conduct of its operations.

In the performance of its duties, the Audit Committee may employ or retain, from
time to time, expert assistants, independent of the officers or personnel of the
Company, to make studies of the Company's assets and liabilities as the
Committee may request and to make an examination of the accounting and auditing
methods of the Company and its system of internal protective controls to the
extent considered necessary or advisable in order to determine that the
operations of the Company, including its fiduciary departments, are being
audited by the General Auditor in such a manner as to provide prudent and
adequate protection. The Committee also may direct the General Auditor to make
such investigation as it deems necessary or advisable with respect to the
Company, its various departments and the conduct of its operations. The
Committee shall hold regular quarterly meetings and during the intervals thereof
shall meet at other times on call of the Chairman.

SECTION 3. The Board of Directors shall have the power to appoint any other
Committees as may seem necessary, and from time to time to suspend or continue
the powers and duties of such Committees. Each Committee appointed pursuant to
this Article shall serve at the pleasure of the Board of Directors.

ARTICLE IV

OFFICERS

SECTION 1. The Board of Directors shall elect from among their number a Chairman
of the Board and a Chief Executive Officer; and shall also elect a President,
and may also elect a Senior Vice Chairman, one or more Vice Chairmen, one or
more Executive Vice Presidents, one or more Senior Managing Directors, one or
more Managing Directors, one or more Senior Vice Presidents, one or more
Principals, one or more Vice Presidents, one or more General Managers, a
Secretary, a Controller, a Treasurer, a General Counsel, one or more Associate
General Counsels, a General Auditor, a General Credit Auditor, and one or more
Deputy Auditors, who need not be directors. The officers of the corporation may
also include such other officers or assistant officers as shall from time to
time be elected or appointed by the Board. The Chairman of the Board or the
Chief Executive Officer or, in their absence, the President, the Senior Vice
Chairman or any Vice Chairman, may from time to time appoint assistant officers.
All officers elected or appointed by the Board of Directors shall hold their
respective offices during the pleasure of the Board of Directors, and all
assistant officers shall hold office at the pleasure of the Board or the
Chairman of the Board or the Chief Executive Officer or, in their absence, the
President, the Senior Vice Chairman or any Vice Chairman. The Board of Directors
may require any and all officers and employees to give security for the faithful
performance of their duties.

SECTION 2. The Board of Directors shall designate the Chief Executive Officer of
the Company who may also hold the additional title of Chairman of the Board,
President, Senior Vice Chairman or Vice Chairman and such person shall have,
subject to the supervision and direction of the Board of Directors or the
Executive Committee, all of the powers vested in such Chief Executive Officer by
law or by these By-Laws, or which usually attach or pertain to such office. The
other officers shall have, subject to the supervision and direction of the Board
of Directors or the Executive Committee or the Chairman of the Board or, the
Chief Executive Officer, the powers vested by law or by these By-Laws in them as
holders of their respective offices and, in addition, shall perform such other
duties as shall be assigned to them by the Board of Directors or the Executive
Committee or the Chairman of the Board or the Chief Executive Officer.

The General Auditor shall be responsible, through the Audit Committee, to the
Board of Directors for the determination of the program of the internal audit
function and the evaluation of the adequacy of the system of internal controls.
Subject to the Board of Directors, the General Auditor shall have and may
exercise all the powers and shall perform all the duties usual to such office
and shall have such other powers as may be
<PAGE> 13
prescribed or assigned to him from time to time by the Board of Directors or
vested in him by law or by these By-Laws. He shall perform such other duties and
shall make such investigations, examinations and reports as may be prescribed or
required by the Audit Committee. The General Auditor shall have unrestricted
access to all records and premises of the Company and shall delegate such
authority to his subordinates. He shall have the duty to report to the Audit
Committee on all matters concerning the internal audit program and the adequacy
of the system of internal controls of the Company which he deems advisable or
which the Audit Committee may request. Additionally, the General Auditor shall
have the duty of reporting independently of all officers of the Company to the
Audit Committee at least quarterly on any matters concerning the internal audit
program and the adequacy of the system of internal controls of the Company that
should be brought to the attention of the directors except those matters
responsibility for which has been vested in the General Credit Auditor. Should
the General Auditor deem any matter to be of special immediate importance, he
shall report thereon forthwith to the Audit Committee. The General Auditor shall
report to the Chief Financial Officer only for administrative purposes.

The General Credit Auditor shall be responsible to the Chief Executive Officer
and, through the Audit Committee, to the Board of Directors for the systems of
internal credit audit, shall perform such other duties as the Chief Executive
Officer may prescribe, and shall make such examinations and reports as may be
required by the Audit Committee. The General Credit Auditor shall have
unrestricted access to all records and may delegate such authority to
subordinates.

SECTION 3. The compensation of all officers shall be fixed under such plan or
plans of position evaluation and salary administration as shall be approved from
time to time by resolution of the Board of Directors.

SECTION 4. The Board of Directors, the Executive Committee, the Chairman of the
Board, the Chief Executive Officer or any person authorized for this purpose by
the Chief Executive Officer, shall appoint or engage all other employees and
agents and fix their compensation. The employment of all such employees and
agents shall continue during the pleasure of the Board of Directors or the
Executive Committee or the Chairman of the Board or the Chief Executive Officer
or any such authorized person; and the Board of Directors, the Executive
Committee, the Chairman of the Board, the Chief Executive Officer or any such
authorized person may discharge any such employees and agents at will.

ARTICLE V

INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

SECTION 1. The Company shall, to the fullest extent permitted by Section 7018 of
the New York Banking Law, indemnify any person who is or was made, or threatened
to be made, a party to an action or proceeding, whether civil or criminal,
whether involving any actual or alleged breach of duty, neglect or error, any
accountability, or any actual or alleged misstatement, misleading statement or
other act or omission and whether brought or threatened in any court or
administrative or legislative body or agency, including an action by or in the
right of the Company to procure a judgment in its favor and an action by or in
the right of any other corporation of any type or kind, domestic or foreign, or
any partnership, joint venture, trust, employee benefit plan or other
enterprise, which any director or officer of the Company is servicing or served
in any capacity at the request of the Company by reason of the fact that he, his
testator or intestate, is or was a director or officer of the Company, or is
serving or served such other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise in any capacity, against judgments,
fines, amounts paid in settlement, and costs, charges and expenses, including
attorneys' fees, or any appeal therein; provided, however, that no
indemnification shall be provided to any such person if a judgment or other
final adjudication adverse to the director or officer establishes that (i) his
acts were committed in bad faith or were the result of active and deliberate
dishonesty and, in either case, were material to the cause of action so
adjudicated, or (ii) he personally gained in fact a financial profit or other
advantage to which he was not legally entitled.
<PAGE> 14
SECTION 2. The Company may indemnify any other person to whom the Company is
permitted to provide indemnification or the advancement of expenses by
applicable law, whether pursuant to rights granted pursuant to, or provided by,
the New York Banking Law or other rights created by (i) a resolution of
stockholders, (ii) a resolution of directors, or (iii) an agreement providing
for such indemnification, it being expressly intended that these By-Laws
authorize the creation of other rights in any such manner.

SECTION 3. The Company shall, from time to time, reimburse or advance to any
person referred to in Section 1 the funds necessary for payment of expenses,
including attorneys' fees, incurred in connection with any action or proceeding
referred to in Section 1, upon receipt of a written undertaking by or on behalf
of such person to repay such amount(s) if a judgment or other final adjudication
adverse to the director or officer establishes that (i) his acts were committed
in bad faith or were the result of active and deliberate dishonesty and, in
either case, were material to the cause of action so adjudicated, or (ii) he
personally gained in fact a financial profit or other advantage to which he was
not legally entitled.

SECTION 4. Any director or officer of the Company serving (i) another
corporation, of which a majority of the shares entitled to vote in the election
of its directors is held by the Company, or (ii) any employee benefit plan of
the Company or any corporation referred to in clause (i) in any capacity shall
be deemed to be doing so at the request of the Company. In all other cases, the
provisions of this Article V will apply (i) only if the person serving another
corporation or any partnership, joint venture, trust, employee benefit plan or
other enterprise so served at the specific request of the Company, evidenced by
a written communication signed by the Chairman of the Board, the Chief Executive
Officer or the President, and (ii) only if and to the extent that, after making
such efforts as the Chairman of the Board, the Chief Executive Officer or the
President shall deem adequate in the circumstances, such person shall be unable
to obtain indemnification from such other enterprise or its insurer.

SECTION 5. Any person entitled to be indemnified or to the reimbursement or
advancement of expenses as a matter of right pursuant to this Article V may
elect to have the right to indemnification (or advancement of expenses)
interpreted on the basis of the applicable law in effect at the time of
occurrence of the event or events giving rise to the action or proceeding, to
the extent permitted by law, or on the basis of the applicable law in effect at
the time indemnification is sought.

SECTION 6. The right to be indemnified or to the reimbursement or advancement of
expense pursuant to this Article V (i) is a contract right pursuant to which the
person entitled thereto may bring suit as if the provisions hereof were set
forth in a separate written contract between the Company and the director or
officer, (ii) is intended to be retroactive and shall be available with respect
to events occurring prior to the adoption hereof, and (iii) shall continue to
exist after the rescission or restrictive modification hereof with respect to
events occurring prior thereto.

SECTION 7. If a request to be indemnified or for the reimbursement or
advancement of expenses pursuant hereto is not paid in full by the Company
within thirty days after a written claim has been received by the Company, the
claimant may at any time thereafter bring suit against the Company to recover
the unpaid amount of the claim and, if successful in whole or in part, the
claimant shall be entitled also to be paid the expenses of prosecuting such
claim. Neither the failure of the Company (including its Board of Directors,
independent legal counsel, or its stockholders) to have made a determination
prior to the commencement of such action that indemnification of or
reimbursement or advancement of expenses to the claimant is proper in the
circumstance, nor an actual determination by the Company (including its Board of
Directors, independent legal counsel, or its stockholders) that the claimant is
not entitled to indemnification or to the reimbursement or advancement of
expenses, shall be a defense to the action or create a presumption that the
claimant is not so entitled.

SECTION 8. A person who has been successful, on the merits or otherwise, in the
defense of a civil or criminal action or proceeding of the character described
in Section 1 shall be entitled to indemnification only as provided in Sections 1
and 3, notwithstanding any provision of the New York Banking Law to the
contrary.
<PAGE> 15
ARTICLE VI

SEAL

SECTION 1. The Board of Directors shall provide a seal for the Company, the
counterpart dies of which shall be in the charge of the Secretary of the Company
and such officers as the Chairman of the Board, the Chief Executive Officer or
the Secretary may from time to time direct in writing, to be affixed to
certificates of stock and other documents in accordance with the directions of
the Board of Directors or the Executive Committee.

SECTION 2. The Board of Directors may provide, in proper cases on a specified
occasion and for a specified transaction or transactions, for the use of a
printed or engraved facsimile seal of the Company.

ARTICLE VII

CAPITAL STOCK

SECTION 1. Registration of transfer of shares shall only be made upon the books
of the Company by the registered holder in person, or by power of attorney, duly
executed, witnessed and filed with the Secretary or other proper officer of the
Company, on the surrender of the certificate or certificates of such shares
properly assigned for transfer.
<PAGE> 16
ARTICLE VIII

CONSTRUCTION

SECTION 1. The masculine gender, when appearing in these By-Laws, shall be
deemed to include the feminine gender.

ARTICLE IX

AMENDMENTS

SECTION 1. These By-Laws may be altered, amended or added to by the Board of
Directors at any meeting, or by the stockholders at any annual or special
meeting, provided notice thereof has been given.

I, EDNORA LINARES, Assistant Vice President of Bankers Trust Company, New York,
New York, hereby certify that the foregoing is a complete, true and correct copy
of the By-Laws of Bankers Trust Company, and that the same are in full force and
effect at this date.

-------------------------------------
ASSISTANT VICE PRESIDENT
<PAGE> 17
<TABLE>
<S> <C> <C> <C>
Legal Title of Bank: Bankers Trust Company Call Date: 03/31/99 ST-BK: 36-4840 FFIEC 031
Address: 130 Liberty Street Vendor ID: D CERT: 00623 Page RC-2
City, State Zip: New York, NY 10006 12
FDIC Certificate No.: | 0 | 0 | 6 | 2 | 3
</TABLE>

SCHEDULE RC--CONTINUED

<TABLE>
<CAPTION>
Dollar Amounts in Thousands / / / / / Bil Mil Thou
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
LIABILITIES
13. Deposits: / / / / / / / / / / / /
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I) RCON 2200 17,829,000 13.a.
(1) Noninterest-bearing(1) ............................RCON 6631 2,939,000....... / / / / / / / / / / / / 13.a.(1)
(2) Interest-bearing ..................................RCON 6636 14,890,000....... / / / / / / / / / / / / 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E / / / / / / / / / / / /
part II) RCFN 2200 20,634,000 13.b.
(1) Noninterest-bearing ...............................RCFN 6631 1,878,000 / / / / / / / / / / / / 13.b.(1)
(2) Interest-bearing ..................................RCFN 6636 18,756,000 / / / / / / / / / / / / 13.b.(2)
14. Federal funds purchased and securities sold under agreements to repurchase RCFD 2800 13,513,000 14.
15. a. Demand notes issued to the U.S. Treasury ............................................ RCON 2840 0 15.a.
b. Trading liabilities (from Schedule RC-D)............................................. RCFD 3548 22,010,000 15.b.
16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized
leases): / / / / / / / / / / / /
a. With a remaining maturity of one year or less ....................................... RCFD 2332 6,400,000 16.a.
b. With a remaining maturity of more than one year through three years................. A547 2,347,000 16.b.
c. With a remaining maturity of more than three years................................... A548 2,321,000 16.c
17. Not Applicable.
/ / / / / / / / / / / / 17.
18. Bank's liability on acceptances executed and outstanding ................................ RCFD 2920 307,000 18.
19. Subordinated notes and debentures (2).................................................... RCFD 3200 438,000 19.
20. Other liabilities (from Schedule RC-G) .................................................. RCFD 2930 6,129,000 20.
21. Total liabilities (sum of items 13 through 20) .......................................... RCFD 2948 91,928,000 21.
22. Not Applicable / / / / / / / / / / / /
/ / / / / / / / / / / / 22.
EQUITY CAPITAL / / / / / / / / / / / /
23. Perpetual preferred stock and related surplus ........................................... RCFD 383 1,500,000 23.
24. Common stock ............................................................................ RCFD 3230 2,127,000 24.
25. Surplus (exclude all surplus related to preferred stock) ................................ RCFD 3839 541,000 25.
26. a. Undivided profits and capital reserves ............................................. RCFD 3632 3,291,000 26.a.
b. Net unrealized holding gains (losses) on available-for-sale securities ............. RCFD 8434 (59,000) 26.b.
c. Accumulated net gains (losses) on cash flow hedges RCFD 4336 0 26.c.
27. Cumulative foreign currency translation adjustments ..................................... RCFD 3284 (409,000) 27.
28. Total equity capital (sum of items 23 through 27) ....................................... RCFD 3210 6,991,000 28.
29. Total liabilities and equity capital (sum of items 21 and 28)............................ RCFD 3300 98,919,000 29
</TABLE>

Memorandum

To be reported only with the March Report of Condition.

1. Indicate in the box at the right the number of the statement below that
best describes the most comprehensive level of auditing work performed
for the bank by independent external

Number
------
auditors as of any date during 1998 ... RCFD 6724 1 M.1

1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank

2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified
public accounting firm which external submits a report on the
consolidated holding company (but not on the bank separately)

3 = Directors' examination of the bank conducted in accordance with
generally accepted auditing standards by a certified public accounting
firm (may be required by state chartering authority)

4 = Directors' examination of the bank performed by other external
auditors (may be required by state chartering authority)

5 = Review of the bank's financial statements by external auditors

6 = Compilation of the bank's financial statements by auditors

7 = Other audit procedures (excluding tax preparation work)

8 = No external audit work

- ----------
(1) Including total demand deposits and noninterest-bearing time and
savings deposits.

(2) Includes limited-life preferred stock and related surplus.
<PAGE> 18
Exhibit 25.2

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

SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

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

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE

-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________

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

THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)

NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)

270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)

William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)

--------------------------------------------
E. I. DU PONT DE NEMOURS AND COMPANY
(Exact name of obligor 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) (Zip Code)

--------------------------------------------
DEBT SECURITIES
(Title of the indenture securities)

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

<PAGE> 19

GENERAL

Item 1. General Information.

Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to
which it is subject.

New York State Banking Department, State House, Albany, New York
12110.

Board of Governors of the Federal Reserve System, Washington, D.C.,
20551

Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.

Federal Deposit Insurance Corporation, Washington, D.C., 20429.

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with the Obligor.

If the obligor is an affiliate of the trustee, describe each such
affiliation.

None.

-2-
<PAGE> 20

Item 16. List of Exhibits

List below all exhibits filed as a part of this Statement of
Eligibility.

1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).

2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).

3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.

4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-76439, which is
incorporated by reference).

5. Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).

7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.

8. Not applicable.

9. Not applicable.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 27th day of August, 1999.

THE CHASE MANHATTAN BANK

By /s/ Wanda Eiland
----------------------------
/s/ Assistant Vice President

-3-
<PAGE> 21

Exhibit 7 to Form T-1

Bank Call Notice

RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF

The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,

at the close of business March 31, 1999, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions
of the Federal Reserve Act.

<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS

<S> <C> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin ................ $ 15,364
Interest-bearing balances ......................................... 3,811
Securities:
Held to maturity securities ............................................. 1,084
Available for sale securities ........................................... 49,894
Federal funds sold and securities purchased under agreements to resell .. 27,638
Loans and lease financing receivables:
Loans and leases, net of unearned income ..... $131,839
Less: Allowance for loan and lease losses .... 2,642
Less: Allocated transfer risk reserve ........ 0
--------

Loans and leases, net of unearned income, allowance, and reserve ... 129,197
Trading Assets .......................................................... 45,483
Premises and fixed assets (including capitalized leases) ................ 3,124
Other real estate owned ................................................. 242
Investments in unconsolidated subsidiaries and associated companies ..... 171
Customers' liability to this bank on acceptances outstanding ............ 974
Intangible assets ....................................................... 2,017
Other assets ............................................................ 12,477
TOTAL ASSETS ............................................................ $291,476
========
</TABLE>

-4-
<PAGE> 22

<TABLE>
<CAPTION>
LIABILITIES

<S> <C> <C>
Deposits
In domestic offices ................................................ $102,273
Noninterest-bearing .......................... $39,135
Interest-bearing ............................. 63,138
-------
In foreign offices, Edge and Agreement,
subsidiaries and IBF's ............................................. 74,586
Noninterest-bearing .......................... $ 4,221
Interest-bearing ............................. 70,365

Federal funds purchased and securities sold under agreements
to repurchase ...................................................... 41,039
Demand notes issued to the U.S. Treasury ................................ 1,000
Trading liabilities ..................................................... 32,929

Other borrowed money (includes mortgage indebtedness and obligations
under capitalized leases):
With a remaining maturity of one year or less ...................... 4,353
With a remaining maturity of more than one year through three years. 14
With a remaining maturity of more than three years.................. 92
Bank's liability on acceptances executed and outstanding................. 974
Subordinated notes and debentures ....................................... 5,427
Other liabilities ....................................................... 9,684

TOTAL LIABILITIES ....................................................... 272,371
--------

EQUITY CAPITAL

Perpetual preferred stock and related surplus............................ 0
Common stock ............................................................ 1,211
Surplus (exclude all surplus related to preferred stock)................ 11,016
Undivided profits and capital reserves .................................. 7,040
Net unrealized holding gains (losses) on available-for-sale securities... (179)
Accumulated net gains (losses) on cash flow hedges....................... 0
Cumulative foreign currency translation adjustments ..................... 17
TOTAL EQUITY CAPITAL .................................................... 19,105
--------
TOTAL LIABILITIES AND EQUITY CAPITAL .................................... $291,476
========
</TABLE>

I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.

JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.

WALTER V. SHIPLEY )
THOMAS G. LABRECQUE ) DIRECTORS
WILLIAM B. HARRISON, JR. )

-5-
<PAGE> 23