DUPONT E I DE NEMOURS & CO, 10-Q, 2000-08-08

DUPONT E I DE NEMOURS & CO
10-Q, 2000-08-08
PLASTIC MATERIAL, SYNTH RESIN/RUBBER, CELLULOS (NO GLASS)

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

(X) QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000

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

Commission File Number 1-815

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

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

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

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

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

Yes X No

1,042,578,365 shares (excludes 4,894,362 shares held by DuPont's Flexitrust
and 87,041,427 shares of treasury stock) of common stock, $0.30 par value,
were outstanding at July 31, 2000.

1
<PAGE>

Form 10-Q

E. I. DU PONT DE NEMOURS AND COMPANY

Table of Contents

Page(s)
-------
Part I Financial Information
Item 1. Financial Statements
Consolidated Income Statement ............................... 3
Consolidated Statement of Cash Flows ........................ 4
Consolidated Balance Sheet .................................. 5
Notes to Financial Statements ............................... 6-13

Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Forward-Looking Statements .................................. 14-15
Results of Operations:
Financial Results ......................................... 16-18
Segment Performance ....................................... 18-20
Financial Condition ......................................... 21-22
Other Items:
Asset Securitization ...................................... 23
Healtheon/WebMD Warrants .................................. 23
Polyester Enterprise ...................................... 23
Purchased In-Process Research and Development ............. 24

Part II Other Information
Item 1. Legal Proceedings .................................... 24-25
Item 6. Exhibits and Reports on Form 8-K ..................... 25-26

Signature ....................................................... 27
Exhibit Index ................................................... 28-29
Exhibit 12 - Computation of Ratio of Earnings to
Fixed Charges ................................................. 30

2
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<TABLE>
Form 10-Q

PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

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

Three Months Ended Six Months Ended
CONSOLIDATED INCOME STATEMENT<Fa> June 30 June 30
-------------------------------------------------------------------------------------------------------------
(Dollars in millions, except per share) 2000 1999 2000 1999
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SALES<Fb> ................................................... $7,914 $7,024 $15,507 $13,319
Other Income<Fc> ............................................ 218 235 566 253
------ ------ ------- -------
Total ..................................................... 8,132 7,259 16,073 13,572
------ ------ ------- -------
Cost of Goods Sold and Other Operating Charges<Fd> .......... 5,028 4,360 9,884 8,200
Selling, General and Administrative Expenses ................ 809 625 1,566 1,160
Depreciation ................................................ 353 373 704 708
Amortization of Goodwill and Other Intangible Assets<Fe> .... 109 51 216 84
Research and Development Expense ............................ 460 387 881 745
Interest Expense ............................................ 210 117 411 213
Purchased In-Process Research and Development<Ff> ........... - - (11) 40
Employee Separation Costs and Write-Down of Assets<Fg> ...... 98 62 98 62
------ ------ ------- -------
Total ..................................................... 7,067 5,975 13,749 11,212
------ ------ ------- -------
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND
MINORITY INTERESTS ........................................ 1,065 1,284 2,324 2,360
Provision for Income Taxes .................................. 355 418 794 850
Minority Interests in Earnings of Consolidated Subsidiaries . 22 20 39 36
------ ------ ------- -------
INCOME FROM CONTINUING OPERATIONS<Fb> ....................... 688 846 1,491 1,474
DISCONTINUED OPERATIONS
Gain on Disposal of Discontinued Business,
Net of Income Taxes<Fh> ................................. - 71 - 106
------ ------ ------- -------
NET INCOME .................................................. $ 688 $ 917 $ 1,491 $ 1,580
====== ====== ======= =======
BASIC EARNINGS PER SHARE OF COMMON STOCK<Fi>
Continuing Operations ..................................... $ .66 $ .75 $ 1.42 $ 1.30
Discontinued Operations ................................... - .06 - .10
------ ------ ------- -------
Net Income ................................................ $ .66 $ .81 $ 1.42 $ 1.40
====== ====== ======= =======
DILUTED EARNINGS PER SHARE OF COMMON STOCK<Fi>
Continuing Operations ..................................... $ .65 $ .74 $ 1.41 $ 1.29
Discontinued Operations ................................... - .06 - .09
------ ------ ------- -------
Net Income ................................................ $ .65 $ .80 $ 1.41 $ 1.38
====== ====== ======= =======
DIVIDENDS PER SHARE OF COMMON STOCK ......................... $ .35 $ .35 $ .70 $ .70
====== ====== ======= =======
-------------------------------------------------------------------------------------------------------------
See Notes to Financial Statements

</TABLE>

3
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<TABLE>
Form 10-Q

Six Months Ended
CONSOLIDATED STATEMENT OF CASH FLOWS<Fa> June 30
------------------------------------------------------------------------------------------------
(Dollars in millions) 2000 1999
------------------------------------------------------------------------------------------------
<S> <C> <C>
CASH PROVIDED BY CONTINUING OPERATIONS
Net Income .......................................................... $1,491 $ 1,580
Adjustments to Reconcile Net Income to Cash
Provided by Continuing Operations:
Net Income from Discontinued Operations<Fh> ..................... - (106)
Depreciation .................................................... 704 708
Amortization of Goodwill and Other Intangible Assets ............ 216 84
Purchased In-Process Research and Development ................... (11) 40
Other Noncash Charges and Credits - Net<Fd> ..................... 407 60
Change in Operating Assets and Liabilities - Net ................ (833) (675)
------ -------
Cash Provided by Continuing Operations ........................ 1,974 1,691
------ -------
INVESTMENT ACTIVITIES OF CONTINUING OPERATIONS
Purchases of Property, Plant and Equipment .......................... (909) (981)
Investment in Affiliates ............................................ (59) (24)
Payments for Businesses Acquired (Net of Cash Acquired) ............. (41) (1,624)
Proceeds from Sales of Assets ....................................... 241 62
Net Decrease (Increase) in Short-Term Financial Instruments ......... 59 (30)
Miscellaneous - Net ................................................. (47) (7)
------ -------
Cash Used for Investment Activities of Continuing
Operations .................................................. (756) (2,604)
------ -------
FINANCING ACTIVITIES
Dividends Paid to Stockholders ...................................... (738) (794)
Net Increase (Decrease) in Borrowings ............................... 106 (2,737)
Acquisition of Treasury Stock ....................................... (250) (44)
Proceeds from Exercise of Stock Options ............................. 39 90
Increase in Minority Interests ...................................... - 80
------ -------
Cash Used For Financing Activities ............................ (843) (3,405)
------ -------
Net Cash Flow from Discontinued Operations ............................ - 4,733
------ -------
Effect of Exchange Rate Changes on Cash ............................... (126) (96)
------ -------
INCREASE IN CASH AND CASH EQUIVALENTS ................................. $ 249 $ 319
====== =======

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

See Notes to Financial Statements.

</TABLE>

4
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<TABLE>

Form 10-Q
<CAPTION>

CONSOLIDATED BALANCE SHEET<Fa> June 30 December 31
-----------------------------------------------------------------------------------------------------------------
(Dollars in millions, except per share) 2000 1999
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents ........................................................ $ 1,715 $ 1,466
Marketable Securities ............................................................ 43 116
Accounts and Notes Receivable .................................................... 5,937 5,318
Inventories<Fj> .................................................................. 4,112 5,057
Prepaid Expenses ................................................................. 241 202
Deferred Income Taxes ............................................................ 437 494
------- -------
Total Current Assets ........................................................... 12,485 12,653
PROPERTY, PLANT AND EQUIPMENT, less accumulated depreciation (June 30, 2000 -
$20,310; December 31, 1999 - $20,545) ............................................ 14,171 14,871
INVESTMENT IN AFFILIATES<Fk> ....................................................... 2,263 1,459
OTHER ASSETS ....................................................................... 11,318 11,794
------- -------
TOTAL .......................................................................... $40,237 $40,777
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable ................................................................. $ 2,001 $ 2,780
Short-Term Borrowings and Capital Lease Obligations .............................. 5,005 4,941
Income Taxes ..................................................................... 376 359
Other Accrued Liabilities ........................................................ 3,274 3,148
------- -------
Total Current Liabilities ...................................................... 10,656 11,228
LONG-TERM BORROWINGS AND CAPITAL LEASE OBLIGATIONS ................................. 6,638 6,625
OTHER LIABILITIES .................................................................. 7,751 7,872
DEFERRED INCOME TAXES .............................................................. 1,575 1,660
------- -------
Total Liabilities .............................................................. 26,620 27,385
------- -------
MINORITY INTERESTS IN CONSOLIDATED SUBSIDIARIES .................................... 370 517
------- -------
STOCKHOLDERS' EQUITY<Fl>
Preferred Stock .................................................................. 237 237
Common Stock, $.30 par value; 1,800,000,000 shares authorized; shares issued
at June 30, 2000 - 1,134,514,154; December 31, 1999 - 1,139,514,154............ 340 342
Additional Paid-In Capital ....................................................... 7,704 7,941
Reinvested Earnings .............................................................. 12,238 11,699
Accumulated Other Comprehensive Loss ............................................. (319) (133)
Common Stock Held in Treasury at Cost (Shares: June 30, 2000 - 87,041,427;
December 31, 1999 - 87,041,427) ................................................ (6,727) (6,727)
Common Stock Held in Trust for Unearned Employee Compensation and Benefits
(Flexitrust), at Market (Shares: June 30, 2000 - 5,053,309; December 31,
1999 - 7,342,245) .............................................................. (226) (484)
------- -------
Total Stockholders' Equity ..................................................... 13,247 12,875
------- -------
TOTAL .......................................................................... $40,237 $40,777
======= =======
-----------------------------------------------------------------------------------------------------------------
See Notes to Financial Statements.

</TABLE>

5
<PAGE>

Form 10-Q

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

[FN]

<Fa> These statements are unaudited, but reflect all adjustments that, in the
opinion of management, are necessary to provide a fair presentation of the
financial position, results of operations and cash flows for the dates and
periods covered. All such adjustments are of a normal recurring nature.

<Fb> SEGMENT
INFORMATION -
CONTINUING Three Months Ended Six Months Ended
OPERATIONS<F1> June 30 June 30
--------------------------------------------------------------------------
(Dollars in millions) 2000 1999 2000 1999
--------------------------------------------------------------------------
SEGMENT SALES<F2>
----------------
Agriculture &
Nutrition .......... $ 843 $ 827 $ 1,469 $ 1,547
Nylon Enterprise ..... 1,172 1,149 2,295 2,252
Performance
Coatings &
Polymers ........... 1,716 1,656 3,369 2,806
Pharmaceuticals ...... 394 380 783 789
Pigments &
Chemicals .......... 1,038 949 1,998 1,815
Pioneer .............. 803 265 1,724 325
Polyester
Enterprise ......... 676 643 1,265 1,267
Specialty Fibers ..... 892 857 1,797 1,720
Specialty Polymers ... 1,151 1,057 2,242 2,046
Other ................ 147 122 272 237
------ ------ ------- -------
Total Segment
Sales ............ 8,832 7,905 17,214 14,804

Elimination of
Intersegment
Transfers .......... (177) (178) (336) (352)
Elimination of
Equity Affiliate
Sales .............. (741) (701) (1,373) (1,132)
Miscellaneous ........ - (2) 2 (1)
------ ------ ------- -------
SALES ................ $7,914 $7,024 $15,507 $13,319
====== ====== ======= =======

6
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Form 10-Q

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

[FN]

<Fb> SEGMENT
INFORMATION -
CONTINUING Three Months Ended Six Months Ended
OPERATIONS<F1> June 30 June 30
--------------------------------------------------------------------------
(Dollars in millions) 2000 1999 2000 1999
--------------------------------------------------------------------------
AFTER-TAX OPERATING
INCOME (LOSS)
-------------------
Agriculture &
Nutrition .......... $ 73<F3> $ 146 $ 136<F3> $ 244
Nylon Enterprise ..... 88 104 175 206
Performance
Coatings &
Polymers ........... 129<F4> 160 308<F4> 260 <F5>
Pharmaceuticals ...... 51 49 105 124
Pigments &
Chemicals .......... 186 158 350 304
Pioneer .............. 6<F6> 59 83<F6> 52
Polyester
Enterprise ......... 11 (53)<F7> 20 (59)<F7>
Specialty Fibers ..... 175 168 376 349
Specialty
Polymers ........... 183 164 348 328
Other ................ 6 13 7 23
------ ------ ------- -------
Total Segment
ATOI ............. 908 968 1,908 1,831

Interest & Exchange
Gains and Losses ... (136) (48) (259) (211)<F8>
Corporate Expenses ... (84) (74) (158) (146)
------ ------ ------- -------
INCOME FROM CONTINUING
OPERATIONS ......... $ 688 $ 846 $ 1,491 $ 1,474
====== ====== ======= =======

7
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Form 10-Q

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

[FN]

FOOTNOTES TO NOTE (b)
---------------------
<F1> Certain reclassifications of segment data have been made to reflect
changes in organizational structure.

<F2> Includes pro rata equity affiliate sales and intersegment transfers.

<F3> Includes a charge of $62 to increase the company's reserve for "Benlate"
50 DF fungicide litigation.

<F4> Includes a charge of $61 related to employee separation costs for about
1,000 employees within Performance Coatings, the shutdown of related
manufacturing facilities and other exit costs.

<F5> Includes an estimated charge of $40 based on preliminary purchase price
allocations in conjunction with the purchase of Herberts, the automotive
coatings business of Hoechst AG, related to the value assigned to
research and development in progress at the time of purchase for which
technological feasibility had not yet been established and no alterna-
tive future use was anticipated.

<F6> Second quarter includes a noncash charge of $138 resulting from the sale
of acquired Pioneer inventories which, in accordance with purchase
accounting rules, were recorded at fair value on October 1, 1999.
Year-to-date includes noncash charges of $353 resulting from the sale of
acquired Pioneer inventories, partly offset by a $109 gain resulting
from the sale of certain equity securities classified as available for
sale, and a credit of $11 to reduce the preliminary purchase price
allocated to purchased in-process research and development.

<F7> Includes a charge of $40 related to employee separation costs for about
850 employees within the Polyester Enterprise.

<F8> Includes an exchange loss of $81 on forward exchange contracts purchased
in 1998 to lock in the U.S. dollar cost of the acquisition of Herberts.
The purchase price for Herberts was negotiated in German marks.

8
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Form 10-Q

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

[FN]

<Fc> Year-to-date 2000 includes a $176 gain resulting from the sale by
Pioneer of certain equity securities classified as available for sale.
Year-to-date 1999 includes an exchange loss of $131 on forward exchange
contracts purchased in 1998 to lock in the U.S. dollar cost of the
acquisition of Herberts, the automotive coatings business of Hoechst AG.
The purchase price for Herberts was negotiated in German marks.

<Fd> In accordance with purchase accounting rules applied to the acquisition
of the remaining 80 percent ownership interest in Pioneer on October 1,
1999, Pioneer inventory was increased to fair value. This inventory
step-up generates noncash charges to cost of goods sold as the inventory
on hand at the acquisition date is sold. Second quarter and year-to-
date 2000 charges were $220 and $567, respectively. These charges are
reflected in "Other Noncash Charges and Credits - Net" in the Consoli-
dated Statement of Cash Flows.

During second quarter 2000, a charge of $100 was also recorded to
increase the company's reserve for "Benlate" 50 DF fungicide litigation.

<Fe> 2000 includes amortization expense associated with acquisitions of
Herberts and Pioneer. Prior to October 1, 1999, the company's 20
percent ownership in Pioneer was accounted for under the equity method
and results (including amortization expense) were reported as Other
Income. 1999 includes amortization expense associated with the Herberts
acquisition beginning in the second quarter.

<Ff> Year-to-date 2000 includes a credit of $11 that was recorded based on
revisions of preliminary purchase price allocations associated with the
October 1, 1999, purchase of the remaining 80 percent ownership interest
in Pioneer. Year-to-date 1999 includes an estimated charge of $40 that
was recorded in conjunction with the purchase of Herberts, based on
preliminary allocations of purchase price.

<Fg> Second quarter 2000 charges resulting from restructuring activities
within Performance Coatings totaled $98. This Phase II restructuring
activity was instituted to continue the consolidation of business assets
and to eliminate redundancies as a result of the acquisition of Herberts
in 1999. This charge included $73 related to the termination of about
1,000 employees involved in technical, manufacturing, marketing and
administrative activities. Approximately 90 percent of these employee
reductions will occur in Europe. Employee terminations and charges
against the reserves will begin in the third quarter. Restructuring
charges of $13 relate to the write-down of operating facilities that

9
<PAGE>

Form 10-Q

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

[FN]

were shutdown in the second quarter in Germany and the United States and
$12 relate to the cancellation of contractual agreements principally
associated with the global distribution of products. Termination of
services under the contractual agreements will be completed during the
second quarter of 2001; charges against the reserve will begin in third
quarter 2000. The effect of these actions on second quarter operating
results was not material.

Second quarter 1999 charges of $62 result from employee separation costs
for about 850 employees engaged primarily in manufacturing within
Polyester Enterprise. The restructuring was instituted to address poor
economic and intensively competitive market conditions.

<Fh> Includes operating results of the company's former interest in Conoco.

<Fi> Basic earnings per share is computed by dividing income available to
common stockholders (the numerator) by the weighted-average number of
common shares (the denominator) for the period. The numerator for both
income from continuing operations and net income is reduced by preferred
dividends of $2.5 and $5.0 for the three- and six-month periods,
respectively. For diluted earnings per share, the denominator is based
on the following weighted-average number of common shares and includes
the additional common shares that would have been outstanding if
potentially dilutive common shares had been issued:

Three Months Ended Six Months Ended
March 31 June 30
----------------------------- -----------------------------
Basic Diluted Basic Diluted
------------- ------------- ------------- -------------
2000 1,045,857,572 1,053,658,428 1,046,447,044 1,055,367,888
1999 1,129,006,814 1,144,189,906 1,128,051,977 1,141,147,812

The difference between basic and diluted weighted-average common shares
outstanding results from the assumption that dilutive stock options
outstanding were exercised.

10
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Form 10-Q

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

[FN]

The following average stock options are antidilutive, and therefore are
not included in the diluted earnings per share calculation since the
exercise price is greater than the average market price:

Three Months Ended Six Months Ended
June 30 June 30
---------------------- ----------------------
2000 1999 2000 1999
---------- --------- ---------- ---------
Average Stock
Options 35,059,358 3,060,038 24,220,698 5,818,192

Compensation expense (benefit) recognized in income for stock-based
employee compensation awards was $(4) and $23 for the three months and
$(29) and $30 for the six months ended June 30, 2000, and 1999,
respectively.

Shares held by the Flexitrust and treasury stock are not considered
outstanding in computing the foregoing weighted-average number of common
shares.

June 30 December 31
<Fj> Inventories 2000 1999
----------- ------- -----------
Finished Products .......................... $2,818 $3,322
Semifinished Products ...................... 1,038 1,518
Raw Materials and Supplies ................. 889 823
------ ------
4,745 5,663
Less: Adjustment of Inventories to a
Last-In, First-Out (LIFO) Basis .......... 633 606
------ ------
Total .................................. $4,112 $5,057
====== ======
At October 1, 1999, Pioneer inventories were stepped up to fair value in
accordance with purchase accounting rules. At June 30, 2000, and
December 31, 1999, these inventories include the remaining balance of the
step-up of $190 and $757, respectively.

<Fk> Includes the company's investment in DuPont Photomasks, Inc. which is
accounted for by the equity method beginning in the second quarter 2000.

11
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Form 10-Q

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

[FN]

<Fl> The following sets forth the company's Total Comprehensive Income for the
periods shown:
Three Months Ended Six Months Ended
June 30 June 30
------------------ ------------------
2000 1999 2000 1999
-------- ------- -------- -------
Net Income .................... $688 $917 $1,491 $1,580
Cumulative Translation
Adjustment .................. (13) (11) (20) (105)
Unrealized Gains (Losses)
on Securities ............... (37)* 14 (166)* 14
---- ---- ------ ------
Total Comprehensive Income .... $638 $920 $1,305 $1,489
==== ==== ====== ======
----------------
* Primarily reflects unrealized holding losses of $60 and $145 for the
second quarter and year-to-date, respectively, associated with the
company's investment in Healtheon/WebMD. The remainder relates to
unrealized holding gains and losses of other equity securities.

<Fm> During first quarter 2000, the company completed purchase accounting for
the Herberts acquisition. In connection with the purchase of Herberts,
the company has now essentially completed the initial restructuring plan
that was formulated at the time of the acquisition. Under this plan,
nearly 1,300 employees were to have been terminated as manufacturing
facilities were shut down and other business activities were reorganized.
Through June 30, 2000, approximately 1,200 employees have been terminated
and about $35 in employee separation costs have been charged against the
related liability. The total remaining reserve balances for terminations
and other exit costs are $19 at June 30, 2000.

[FN] In second quarter 2000 there were no changes in estimates related to
reserves established for restructuring initiatives contained in Item 8 of
the company's Annual Report on Form 10-K for the period ended
December 31, 1999, at Note 5 "Employee Separation Costs and Write-Down of
Assets." An update of these initiatives is discussed below under the
respective prior years' activities.

1999 Activities
---------------
During 1999, the company recorded restructuring charges in three segments
-- Agriculture & Nutrition, Nylon Enterprise and Polyester Enterprise.

12
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Form 10-Q

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

[FN]

In Agriculture & Nutrition, by June 30, 2000, approximately $34 of
employee termination payments had been settled and charged against the
related liability. Approximately 670 employees have been terminated and
another 70 employees have accepted other work assignments within the
company. Total remaining reserve balances for employee termination
payments and dismantlement and removal of facilities that were shutdown
are approximately $24 at June 30, 2000.

In the Nylon Enterprise, by June 30, 2000, approximately $3 of employee
termination payments had been settled and charged against the related
liability and approximately 30 employees had been terminated. The
remaining reserve balance is approximately $12 at June 30, 2000.

In the Polyester Enterprise, by June 30, 2000, $45 related to employee
separation costs had been settled and charged against the related
liability. Approximately 700 employees have been terminated and about 65
employees have accepted other work assignments within the company. Total
remaining reserve balances are approximately $15 at June 30, 2000.

1998 Activities
---------------
During 1998, the company recorded charges directly related to management
decisions to implement company-wide productivity improvement initiatives.
By June 30, 2000, about $268 in severance benefits have been charged
against the related liability and approximately $33 in dismantlement and
removal costs have been paid. Total remaining reserve balances are
approximately $22 at June 30, 2000.

13
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Form 10-Q

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

Forward-Looking Statements
--------------------------
This report contains forward-looking statements which may be
identified by their use of words like "plans," "expects," "will,"
"anticipates," "intends," "projects," "estimates" or other words of
similar meaning. All statements that address expectations or pro-
jections about the future, including statements about the company's
strategy for growth, product development, market position, expendi-
tures and financial results are forward-looking statements.

Forward-looking statements are based on certain assumptions
and expectations of future events. The company cannot guarantee that
these assumptions and expectations are accurate or will be realized.
In addition to the factors discussed in this report and in Manage-
ment's Discussion and Analysis in the company's latest Annual Report
on Form 10-K, the following are some of the important factors that
could cause the company's actual results to differ materially from
those projected in any such forward-looking statements:

o The company operates in approximately 70 countries world-
wide and derives about half of its revenues from sales
outside the United States. Changes in the laws or policies
of other governmental and quasi-governmental activities in
the countries in which the company operates could affect its
business in the country and the company's results of opera-
tions. 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 the company's revenues, expenses and results.

o The company's ability to grow earnings will be affected by
increases in the cost of raw materials, particularly
petroleum-based feedstocks, natural gas and paraxylene. The
company may not be able to fully offset the effects of higher
raw material costs through price increases or productivity
improvement.

o The company's growth objectives are largely dependent on its
ability to renew its 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;

14
<PAGE>

Form 10-Q

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.

o As part of its strategy for growth, the company has made and
may continue to make acquisitions and divestitures and form
strategic alliances. There can be no assurance that these
will be completed or beneficial to the company.

o To a significant degree, results in the company's Agriculture
& Nutrition and Pioneer segments reflect changes in agricul-
tural conditions, including weather and government programs.
These results also reflect the seasonality of sales of
agricultural products; highest sales in the United States
occur in the first half of the year. In addition, demand for
products produced in these segments may be affected by market
acceptance of genetically enhanced products.

o The company has undertaken and may continue to undertake pro-
ductivity initiatives, including organizational restructur-
ings and Six Sigma productivity improvement projects, to
improve performance and generate cost savings. There can be
no assurance that these will be completed or beneficial to
the company. Also there can be no assurance that any
estimated cost savings from such activities will be realized.

o The company's 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 con-
tinue to be so for the foreseeable future. The company's
accruals for such costs and liabilities may not be adequate
since 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 (PRPs) at multi-party sites,
and the number and financial viability of other PRPs.

o The company's results of operations could be affected by
significant litigation adverse to the company including
product liability claims, patent infringement claims and
antitrust claims.

The foregoing list of important factors is not inclusive, or
necessarily presents them in order of importance.

15
<PAGE>

Form 10-Q

(a) Results of Operations

(1) Financial Results:

Including one-time items in both periods and discontinued
operations in 1999, diluted earnings per share for the second quarter
were $.65 compared to $.80 in 1999. DuPont's earnings from continu-
ing operations, before one-time items were $.90 per share for the
second quarter, 15 percent higher than the $.78 per share earned in
last year's second quarter, and $1.75 per share for the first half
2000 versus $1.44 for the first half 1999, up 22 percent.

Results From Continuing Operations
----------------------------------
Second quarter 2000 consolidated sales were $7.9 billion,
13 percent above second quarter 1999. Segment sales, which include
pro rata equity affiliate sales and intersegment transfers, were
$8.8 billion, up 12 percent from $7.9 billion last year. This
increase is the result of 6 percent volume growth, 6 percent added
from the Pioneer acquisition, and 2 percent higher local prices,
partly offset by the currency effect from the stronger U.S. dollar
which reduced worldwide sales by 2 percent. Regional segment sales
and related variances are summarized below:

% % Change Due To
Chng. -------------------------------------
2Q 00 vs. Local Currency Portfolio
Segment Sales $B 2Q 99 Price Effect Volume Changes
------------- ----- ----- ----- -------- ------ ---------
Worldwide 8.8 12 2 (2) 6 6
U.S. 4.7 14 1 0 4 9
Europe 2.0 (2) 0 (9) 6 1
Asia 1.2 26 3 3 18 2
Canada,
Mexico, S.A. 0.9 17 7 (3) 4 9

o U.S. sales, excluding portfolio changes, were up 5 percent,
reflecting 4 percent higher volume and 1 percent higher
prices.

o Asia Pacific region volume growth rate remained very strong
at 18 percent, with local prices up 3 percent.

o European sales reflect 6 percent volume growth more than
offset by the impact of weaker European currencies which
decreased sales in the quarter by 9 percent.

16
<PAGE>

Form 10-Q

o Portfolio changes, predominantly the Pioneer acquisition,
were a significant contributor to second quarter revenue
growth, particularly in the United States. Pioneer's selling
season for 2000 is now essentially complete.

Including one-time items, second quarter income from continu-
ing operations was $688 million versus $846 million last year, result-
ing in earnings per share of $.65 compared to $.74 last year. Second
quarter income from continuing operations before one-time items was
$949 million, compared to $886 million in the second quarter 1999, up
$63 million or 7 percent. Earnings on a per-share basis were up
15 percent, reflecting 8 percent lower average shares outstanding this
year. Higher sales volume, higher local selling prices and benefits
from increased ownership of Pioneer more than offset the negative
impact of higher raw material costs, higher interest costs and a
stronger U.S. dollar. One-time items are detailed in the notes to the
financial statements and are summarized below:

$MM Pretax $MM After-Tax ($ Per Share)
-------------- -------------- ---------------
2Q 00 2Q 99 2Q 00 2Q 99 2Q 00 2Q 99
------ ----- ------ ----- ------ ------
"Benlate" Accrual $(100) $ (62) $(.06)
Purchase
Accounting -
Pioneer (220) (138) (.13)
Performance
Coatings
Restructuring (98) (61) (.06)
Polyester
Restructuring $(62) $(40) $(.04)
----- ---- ----- ---- ----- -----
Total $(418) $(62) $(261) $(40) $(.25) $(.04)
===== ==== ===== ==== ===== =====

Six Sigma Productivity Initiatives
----------------------------------
Six Sigma implementation remains on track. At the end of the
second quarter 2000 the company had over 1,000 trained Black Belts and
2,500 active projects. The potential annualized pretax benefit from
active projects at the end of the second quarter was $450 million.
The actual annualized pretax benefit of completed projects at the end
of the second quarter was $110 million.

Corporate Outlook
-----------------
The first half earnings performance positions the company to
meet its 17-20 percent earnings per share growth target for the year
2000. Aggressive pricing actions, Six Sigma productivity projects

17
<PAGE>

Form 10-Q

and cost controls have been implemented to mitigate raw material cost
increases. Looking at the second half of the year, the company
expects:

o raw material costs to remain at current high levels, which
would result in an estimated negative EPS impact of $.20-$.25
versus the second half of 1999,

o more than half of the strategic business units to have higher
U.S. dollar selling prices than second-half 1999 levels, and

o volume growth to be somewhat below the 6 percent rate of the
first half.

(2) Segment Performance:

The following text compares second quarter 2000 results with
second quarter 1999, for sales and earnings of each segment, excluding
the earnings impact of one-time items described in the footnotes to
the "Segment Information - Continuing Operations" table at Note (b) on
pages 6-8. Segment results include intersegment transfers and a
pro rata ownership share of the sales and earnings of equity affili-
ates. Total segment after-tax operating income was $1,169 million
compared to $1,008 million last year, up 16 percent. Total segment
sales were $8.8 billion, compared to $7.9 billion last year.

o Agriculture & Nutrition - A modest earnings improvement in
Crop Protection Products, driven by higher volume and prices
(ex-currency), was offset by Nutrition & Health losses. Crop
Protection Products sales increased in the North American
corn and soybean markets, which in part, benefited from the
TruChoiceSM integrated offering with Pioneer. Fixed costs
were also lower reflecting last year's restructuring of the
business.

o Nylon Enterprise - Volumes remained strong, close to last
year's historically high levels. Segment earnings were
15 percent lower, reflecting significantly higher raw
material costs. A global price increase was announced for
DuPont Nylon Fibers and Intermediates effective August 1.

o Performance Coatings & Polymers - Segment earnings were up
19 percent, reflecting continued strength in Engineering
Polymers and Performance Coatings. Phase II of the Herberts
integration announced during the quarter will result in the
elimination of about 1,000 positions. The resulting savings
will be partly realized in 2000, with the majority of the
benefit in 2001, reaching an estimated annualized savings

18
<PAGE>

Form 10-Q

rate of $100 million pretax upon completion during the second
quarter 2001. Engineering Polymers earnings growth continued
with strong worldwide volumes offsetting a negative currency
impact, principally in Europe. Several new polymer materials
have been introduced to meet customer demand for reduced
costs and improved performance versus metal alternatives.

o Pharmaceuticals - Segment earnings and product sales were
both up by 4 percent, led by SustivaTM efavirenz. "Coumadin"
(warfarin sodium tablets, USP) crystalline sales reflect
continued generic competition. Prescription market share
decline has been held to roughly one-half share point per
month despite generic competitors. "Sinemet" (carbidopa-
levodopa) sustained-release sales were limited by product
availability. As planned, investment in R&D was increased
versus prior year. During the quarter DuPont Pharmaceuticals
received FDA approval for "Innohep", the first true once-a-
day low molecular weight heparin approved in the United
States, and signed a letter of intent with Emisphere to
co-develop and market solid oral heparins. These products
are an excellent strategic fit with DuPont Pharmaceuticals
cardiovascular franchise.

Major product sales are shown below:

($ in millions) 2Q 2000 2Q 1999 YR 1999
----------------------- ------- ------- -------
"Coumadin" 69 91 464
SustivaTM 141 58 211
"Sinemet Brand" 37 85 331
"Cardiolite"/MiralumaTM 62 50 210

o Pigments & Chemicals - Segment earnings were up 18 percent,
reflecting double-digit earnings growth in all three busi-
nesses: White Pigment & Mineral Products (WPMP), Chemical
Solutions and Fluorochemicals. WPMP sales grew with strong
demand in all regions and volumes at record levels. Price
increases announced for July will help to offset the negative
impact of the stronger dollar and higher raw material costs.
DuPont Chemical Solutions sales reflected substantial volume
increases and Fluorochemicals continues to benefit from
increased sales of CFC alternative products.

o Pioneer - Pioneer earnings increased $85 million, reflecting
100 percent ownership in the current year versus 20 percent
in the second quarter of 1999. Operating results reflect
essentially flat corn volumes and higher soybean volumes.
Prices for both corn and soybeans were up. The higher corn
prices were due to an improvement in mix to new higher-priced

19
<PAGE>

Form 10-Q

products and lower discounts compared to last year. The
higher soybean prices were due to a higher mix of "Roundup"
Ready Soybeans. During the quarter the company received a
$100 million cash payment from Cargill in settlement of
patent infringement litigation, 80 percent of which was
reflected in the Pioneer purchase accounting resulting in a
reduction of goodwill. The remaining $20 million was largely
offset by costs related to the acquisition.

o Polyester Enterprise - Segment earnings improved to
$11 million versus a loss of $13 million last year, a
$24 million turnaround. Earnings from the specialty/branded
fibers, resins & intermediates, and films sectors improved
from second quarter 1999. Fixed costs continue to decline as
benefits from restructuring and Six Sigma efforts are
realized. The manufacturing alliance with Unifi for
polyester filament started in June and is expected to improve
product quality, yields, and costs.

o Specialty Fibers - Segment earnings increased 4 percent based
on 8 percent higher volumes. Volumes were particularly
strong in "Lycra" elastane, "Kevlar" brand fiber, and "Tyvek"
flexible sheet products. Segment earnings were adversely
affected by higher costs associated with capacity increases
and lower U.S. dollar prices, particularly "Lycra" in Europe.
Revenue growth was also impacted by new generic elastane
capacity in Asia. However, the "Lycra" strategy of penetrat-
ing the ready-to-wear market via branding and new products
remains on track. Advanced Fiber Systems earnings were
strong, reflecting significant growth in the Life Protection
and Protective Apparel markets.

o Specialty Polymers - Segment earnings were up 12 percent,
reflecting continued earnings growth from DuPont
iTechnologies, Fluoropolymers, and "Corian", businesses which
had double-digit sales and earnings growth. iTechnologies
and Fluoropolymers both benefited from a strong electronics
market while "Corian" continues to drive market penetration
via new products. Earnings in the Packaging & Industrial
Polymers business were down modestly due to significantly
higher raw material costs.

o The Other segment earnings were $6 million versus $13 million
in 1999.

20
<PAGE>

Form 10-Q

(b) Financial Condition
Six Months Ended
June 30
------------------
Selected Cash Flow Information 2000 1999
------------------------------ ------ --------
($ in millions)

Cash Provided by Continuing Operations ..... $1,974 $ 1,691
Purchases of Property, Plant and
Equipment and Investment in Affiliates ... (968) (1,005)
Payments for Businesses Acquired ........... (41) (1,624)
Proceeds from Sales of Assets .............. 241 62
Dividends Paid to Stockholders ............. (738) (794)
Acquisition of Treasury Stock .............. (250) (44)

Cash provided by continuing operations was $2.0 billion for the first
half of 2000, as compared with $1.7 billion for the same period in 1999. Net
income plus noncash charges included in net income was higher this year as
compared to last year primarily reflecting contributions from the Herberts and
Pioneer acquisitions. In addition, the company reduced its operating assets
by $500 million as a result of cash proceeds from the securitization of
accounts receivable. These sources of cash were partly offset by higher
seasonal increases in working capital, primarily due to the inclusion of
Pioneer in DuPont's 2000 consolidated financial statements. Strong first half
2000 results by Pioneer contributed to higher trade receivables which were
only partially offset by reductions in Pioneer inventory and other net working
capital items.

Year-to-date capital investments for purchases of property, plant,
and equipment and investments in affiliates were $968 million in 2000, as
compared to $1,005 million spent in 1999. The current spending level reflects
management's intention to limit capital spending to about $2.0 billion for the
year. Payments for businesses acquired in the first half of 2000 totaled
$41 million as compared to $1.6 billion spent in 1999, which primarily
reflects the acquisition of Herberts in February 1999.

Proceeds from the sale of assets in the first half of 2000 totaled
$241 million primarily reflecting the first quarter sale of available-for-sale
securities held by Pioneer and small asset sales. Proceeds from the sale of
assets in first half 1999 totaled $62 million, and included the sale of
several small operating assets as well as office real estate assets.

The per share dividend paid to stockholders in second quarter 2000
was $.35 per share, the same as in 1999. The lower gross dollar dividends
paid in first half 2000 as compared to 1999 reflects lower shares outstanding
this year primarily due to the third quarter 1999 Conoco divestiture. In each
of 1997 and 1998, DuPont's Board of Directors approved programs to purchase
and retire up to 20 million shares of DuPont common stock to offset dilution

21
<PAGE>

Form 10-Q

from shares issued under compensation programs. In the first half of 2000,
the company spent $250 million to purchase and retire 5,000,000 shares of
DuPont common stock. Comparable purchases in the first half of 1999 totaled
$44 million to purchase and retire 840,000 shares. As a result, DuPont has
completed its authorized purchase of 20 million shares under the 1997 program
and has purchased about 4 million shares under its 1998 program. On July 26,
2000 the company's Board of Directors approved an increase in the amount of
shares remaining to be purchased under the 1998 program from about 16 million
shares to the total number of shares of DuPont common stock which can be
purchased for $2.5 billion. The remaining purchases are not limited to those
needed to offset dilution from shares issued under compensation programs.
DuPont anticipates completing this program within two years and for it to be
largely funded through the monetization of nonstrategic assets.

Debt, including capital lease obligations, net of cash and cash
equivalents and marketable securities at June 30, 2000, was $9.9 billion, as
compared to $10.0 billion at year-end 1999. Management's intent is to reduce
net debt from the current level over the second half of the year to increase
the company's financial flexibility.

Management believes that the company's ability to generate cash from
operations and its capacity to issue short-term and long-term debt will be
adequate to meet anticipated future cash requirements to fund working capital,
capital spending, dividend payments and other cash needs in the foreseeable
future.

Certain Statistics - Continuing Operations
------------------------------------------
At 6/30/00 At 12/31/99
---------- -----------
Current Ratio (current assets
to current liabilities) ...... 1.2:1 1.1:1

Earnings to Fixed Charges ...... 5.7 2.9

Pioneer's days' sales outstanding reflects significant programs in
the segment to provide farmers with extended harvest terms, which increases
days' sales outstanding; or with discounts for cash sales, which decrease
days' sales outstanding. Days' sales outstanding excluding Pioneer averaged
57 days in the second quarter, equal to fourth quarter 1999, and an increase
of 2 days from the second quarter of 1999. Including Pioneer, days' sales
outstanding averaged 59 days in second quarter 2000, as compared to 57 days in
first quarter 2000, and 67 days in fourth quarter 1999. Fourth quarter days'
sales outstanding including Pioneer reflects low seasonal sales for Pioneer in
the quarter, as well as the impact of extended terms.

22
<PAGE>

Form 10-Q

ASSET SECURITIZATION
--------------------
During June 2000, the company entered into an ongoing program to sell
an interest of up to $500 million in a revolving pool of its trade accounts
receivable. Proceeds received from the initial sale of approximately
$500 million have been reflected as a reduction of accounts receivable in the
company's consolidated balance sheet. The company retains servicing respon-
sibilities for the receivables.

HEALTHEON/WEBMD WARRANTS
------------------------
DuPont owns a warrant position in Healtheon/WebMD Corp., entitling it
to purchase Healtheon/WebMD common stock. As of June 30, 2000, DuPont
reflected an unrealized loss on this investment of $145 million in Other
Comprehensive Income. In the future, if the decline in the market value of
the company's investment in the aforementioned warrants is deemed to be other
than temporary, a one-time charge to earnings will be recorded.

POLYESTER ENTERPRISE
--------------------
In June, DuPont and Unifi, Inc. began operating their manufacturing
alliance in the U.S. to produce polyester filament yarn. The alliance
integrates partially oriented yarn (POY) manufacturing facilities of both
companies into a single production platform. This alliance enables each
company to match production with the best assets available, significantly
improving product quality and yields.

The alliance, which involves production only, has a combined capacity
of 800 million pounds. DuPont will manage production planning and scheduling
of all POY assets. Production will be realigned among DuPont's "Dacron"
polyester filament plants in Wilmington, NC, and Kinston, NC, and Unifi's POY
plant in Yadkinville, NC.

DuPont's "Dacron" POY business and Unifi's textured yarn business
will continue to operate separately. Each company will continue to own and
operate its respective sites and employees will remain with their respective
employers.

DuPont and Unifi can terminate the alliance at any time by mutual
agreement. At termination, or at any time after June 1, 2005, Unifi has the
option to purchase from DuPont and DuPont has the option to sell to Unifi
DuPont's U.S. polyester filament business at fair market value within a
predetermined range. If Unifi exercises its option, DuPont is obligated to
sell the business to Unifi and, if DuPont exercises its option, Unifi is
obligated to buy the business from DuPont. Should either option not be
exercised, the alliance could continue.

23
<PAGE>

Form 10-Q

PURCHASED IN-PROCESS RESEARCH AND DEVELOPMENT
---------------------------------------------

With respect to the in-process research and development projects
acquired in conjunction with the company's 1998 pharmaceutical acquisition,
Phase 3 enrollment has begun for DMP754, further development of DMP777 has
been put on hold, and FDA approval for "Innohep" has been received. No other
significant changes occurred during the second quarter 2000 with respect to
in-process research and development related to the company's recent
acquisitions.

PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

In 1991, DuPont began receiving claims by growers that use of
"Benlate" 50 DF fungicide had caused crop damage. Based on the belief that
"Benlate" 50 DF would be found to be a contributor to the claimed damage,
DuPont began paying crop damage claims. In 1992, after 18 months of extensive
research, DuPont scientists concluded that "Benlate" 50 DF was not responsible
for plant damage reports received since March 1991. Concurrent with these
research findings, DuPont stopped paying claims. DuPont since has been served
with several hundred lawsuits most of which were disposed of by trial, dis-
missal or settlement. Approximately 140 cases are pending. Most of these
lawsuits were filed by growers who allege plant damage from using "Benlate"
50 DF although some include claims for alleged damage to shrimping operations
and a smaller number of cases include claims for alleged personal injuries.
Also, many of these cases include general allegations of fraud and misconduct.
In addition, a securities fraud class action was filed in September 1995 by a
shareholder in federal district court in Florida against the company and the
then-Chairman. This action is still pending. The plaintiff in this case
alleges that DuPont made false and misleading statements and omissions about
"Benlate" 50 DF, with the alleged effect of inflating the price of DuPont's
stock between June 19, 1993, and January 27, 1995. The district court has
certified the case as a class action. Discovery is proceeding. Another
shareholder derivative action which alleges that DuPont's Board of Directors
breached various duties in connection with the "Benlate" 50 DF litigation was
dismissed when the Federal Court for the Middle District of Georgia granted
the motion to dismiss filed on behalf of the directors. The company then
settled the case for nuisance value to avoid the cost of litigating an appeal
by plaintiffs. Certain plaintiffs who previously settled with the company
have filed cases alleging fraud and other misconduct relating to the
litigation and settlement of "Benlate" 50 DF claims. Approximately 40 such
cases are pending. These cases are in various stages of proceedings in trial
and appellate courts in Florida and Hawaii. In April 2000, a jury in Texas
state court awarded compensatory damages and fees of approximately $9 million,
prejudgment interest, and punitive or exemplary damages of approximately

24
<PAGE>

Form 10-Q

$60 million to three pecan growers who claimed that "Benlate" 50 DF had
damaged their pecan trees. Because the punitive or exemplary damages awarded
were not in compliance with Texas law, the total award will be reduced to
approximately $23 million. DuPont plans to appeal. On June 21, a jury in
Texas state court awarded compensatory damages of $10.3 million, prejudgment
interest, and punitive damages of $90 million to two growers who claimed
"Benlate" 50 WP failed to protect their melons and cantaloupe crops. Due to
limitations on punitive damages in Texas, the total award will be reduced to
approximately $35 million. DuPont plans to appeal.

DuPont continues to believe that "Benlate" 50 DF did not cause the
damages alleged in these cases and denies the allegations of fraud and
misconduct. DuPont intends to defend itself in ongoing matters and in any
additional cases that may be filed or reopened. The ultimate liabilities from
"Benlate" 50 DF lawsuits and the "Benlate" 50 WP lawsuit discussed above may
be significant to the company's results of operations, particularly in the
Crop Protection business, in the period recognized, but management does not
anticipate that they will have a material adverse effect on the company's
consolidated financial position or liquidity.

The company's balance sheet reflects reserves for estimated costs
associated with this matter. Adverse changes in estimates for such costs
could result in additional future charges.

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

The exhibit index filed with this Form 10-Q is on pages
28 and 29.

(b) Reports on Form 8-K

1. On April 25, 2000, a Current Report on Form 8-K was filed
in connection with Debt Securities that may be offered on a
delayed or continuous basis under its Registration State-
ments on Form S-3 (No. 33-53327, No. 33-61339,
No. 33-60069, and No. 333-86363). Under Item 7, "Financial
Statements and Exhibits," the Registrant's Earnings Press
Release, dated April 25, 2000, was filed.

2. On April 26, 2000, a Current Report on Form 8-K was filed
in connection with Debt and/or Equity securities that may
be offered on a delayed or continuous basis under
Registration Statements on Form S-3 (No. 33-53327,
No. 33-61339, No. 33-60069, and No. 333-86363). Under
Item 5, "Other Events," the Registrant filed a press
release, dated April 26, 2000, entitled "DuPont Commits To
Specific Earnings Growth Target For 2000."

25
<PAGE>

Form 10-Q

3. On June 29, 2000, a Current Report on Form 8-K was filed
in connection with Debt and/or Equity securities that may
be offered on a delayed or continuous basis under
Registration Statements on Form S-3 (No. 33-53327,
No. 33-61339, No. 33-60069, and No. 333-86363). Under
Item 5, "Other Events," the Registrant filed a press
release, dated June 29, 2000, entitled "DuPont Reaffirms
Vigorous Defense of "Benlate" Lawsuits; Will Increase
"Benlate" Reserve."

4. On July 26, 2000, a Current Report on Form 8-K was filed
in connection with Debt Securities that may be offered on a
delayed or continuous basis under its Registration
Statements on Form S-3 (No. 33-53327, No. 33-61339,
No. 33-60069, and No. 333-86363). Under Item 7, "Financial
Statements and Exhibits," the Registrant's Earnings Press
Release, dated July 26, 2000, was filed.

5. On July 26, 2000, a Current Report on Form 8-K was filed
in connection with Debt and/or Equity securities that may
be offered on a delayed or continuous basis under
Registration Statements on Form S-3 (No. 33-53327,
No. 33-61339, No. 33-60069, and No. 333-86363). Under
Item 5, "Other Events," the Registrant filed a press
release, dated July 26, 2000, entitled "DuPont Expands
Share Buyback Program."

26
<PAGE>

Form 10-Q

SIGNATURE

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

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

Date: August 8, 2000
-----------------------------------------

By /s/ Gary M. Pfeiffer
-----------------------------------------

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

27
<PAGE>

Form 10-Q

EXHIBIT INDEX

Exhibit
Number Description
------- ------------------------------------------------------------
10.1* Company's Corporate Sharing Plan, as last amended August 28,
1991 (incorporated by reference to Exhibit 10.1 of the
company's Annual Report on Form 10-K for the year ended
December 31, 1996).

10.2* The DuPont Stock Accumulation and Deferred Compensation
Plan, as last amended April 29, 1998 (incorporated by
reference to Exhibit 10.3 of the company's Quarterly Report
on Form 10-Q for the period ended March 31, 1998).

10.3* Company's Supplemental Retirement Income Plan, as last
amended effective June 4, 1996 (incorporated by reference to
Exhibit 10.3 of the company's Annual Report on Form 10-K
for the year ended December 31, 1996).

10.4* Company's Pension Restoration Plan, as last amended
effective June 4, 1996 (incorporated by reference to
Exhibit 10.4 of the company's Annual Report on Form 10-K for
the year ended December 31, 1996).

10.5* Company's Stock Performance Plan, as last amended effective
January 28, 1998 (incorporated by reference to Exhibit 10.1
of the company's Quarterly Report on Form 10-Q for the
period ended March 31, 1998).

10.6* Company's Variable Compensation Plan, as last amended
effective April 30, 1997 (incorporated by reference to
Exhibit 10.7 of the company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1997).

10.7* Company's Salary Deferral & Savings Restoration Plan
effective April 26, 1994 (incorporated by reference to
Exhibit 10.7 of the company's Annual Report on Form 10-K for
the year ended December 31, 1999).

10.8* Company's 1995 Corporate Sharing Plan, adopted by the Board
of Directors on January 25, 1995 (incorporated by reference
to Exhibit 10.8 of the company's Annual Report on Form 10-K
for the year ended December 31, 1999).

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

28
<PAGE>

Form 10-Q

EXHIBIT INDEX
(continued)

Exhibit
Number Description
------- ------------------------------------------------------------
10.9* Company's 1997 Corporate Sharing Plan, adopted by the Board
of Directors on January 29, 1997 (incorporated by reference
to Exhibit 10.11 of the company's Annual Report on Form 10-K
for the year ended December 31, 1996).

10.10* Company's Retirement Income Plan for Directors, as last
amended August 1995 (incorporated by reference to
Exhibit 10.12 of the company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1997).

10.11* Letter Agreement and Employee Agreement, dated as of
April 22, 1999, between the company and R. R. Goodmanson
(incorporated by reference to Exhibit 10.11 of the company's
Annual Report on Form 10-K for the year ended December 31,
1999).

10.12 Company's Tax Sharing Agreement dated October 27, 1998, by
and among the company and Conoco Inc., formerly known as
Conoco Energy Company (incorporated by reference to
Exhibit 10.13 of the company's Annual Report on Form 10-K
for the year ended December 31, 1998).

12 Computation of Ratio of Earnings to Fixed Charges.

27** Financial Data Schedule.

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

29
<PAGE>

<TABLE>
Form 10-Q
Exhibit 12

E. I. DU PONT DE NEMOURS AND COMPANY

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

Years Ended December 31
Six Months Ended -------------------------------------------------------
June 30, 2000 1999 1998 1997 1996 1995
---------------- --------- --------- --------- --------- -------
<S> <C> <C> <C> <C> <C> <C>
Income from Continuing Operations Before
Extraordinary Item .............................. $1,491 $ 219 $1,648 $1,432 $2,931 $2,858
Provision for Income Taxes ........................ 794 1,410 941 1,354 1,416 1,432
Minority Interests in Earnings of Consolidated
Subsidiaries .................................... 39 61 24 43 40 29
Adjustment for Companies Accounted for
by the Equity Method ............................ (79) 33 (39) 936<Fa> 82 126
Capitalized Interest .............................. (36) (107) (120) (80) (70) (76)
Amortization of Capitalized Interest .............. 33 88<Fb> 65<Fb> 82<Fb> 127<Fb> 81
------ ------ ------ ------ ------ ------
2,242 1,704 2,519 3,767 4,526 4,450
------ ------ ------ ------ ------ ------
Fixed Charges:
Interest and Debt Expense - Continuing
Operations .................................... 411 535 520 389 409 449
Interest and Debt Expense - Discontinued
Operations<Fc> ................................ - 180 304 252 304 308
Capitalized Interest - Continuing Operations .... 36 107 120 80 70 76
Capitalized Interest - Discontinued
Operations<Fc> ................................ - 3 78 90 73 95
Rental Expense Representative of Interest
Factor ........................................ 34 66 71 83 80 80
------ ------ ------ ------ ------ ------
481 891 1,093 894 936 1,008
------ ------ ------ ------ ------ ------
Total Adjusted Earnings Available for Payment of
Fixed Charges ................................... $2,723 $2,595 $3,612 $4,661 $5,462 $5,458
====== ====== ====== ====== ====== ======
Number of Times Fixed Charges are Earned .......... 5.7 2.9 3.3 5.2 5.8 5.4
====== ====== ====== ====== ====== ======

<FN>
--------------------------------
<Fa> Includes write-off of Purchased In-Process Research and Development
associated with acquisition of 20% interest in Pioneer Hi-Bred
International, Inc.
<Fb> Includes write-off of capitalized interest associated with divested
businesses.
<Fc> Divestiture of Conoco Inc. was completed August 6, 1999.

</TABLE>