1997 Corporate Sharing Plan - E I du Pont de Nemours & Co.


                            1997 CORPORATE SHARING PLAN


                             Adopted - January 29,1997



                       E. I. du Pont de Nemours and Company

 
                                                                 EXHIBIT 10.11



                            1997 CORPORATE SHARING PLAN

   I.  PURPOSE

           The purpose of this 1997 Corporate Sharing Plan (the 'Plan') is to
offer employees a favorable opportunity to share in the success of E. I. du Pont
de Nemours and Company (the 'Company') through stock options, thereby giving
them a stake in the growth and prosperity of the Company and benefiting the
Company.

  II.  FORM OF GRANTS

           Grants under this Plan will be in the form of nonqualified stock
options to purchase shares of the Company's common stock.

 III.  LIMITATIONS ON GRANTS 

       1.  The aggregate number of shares of the Company's stock which may be
           made subject to stock options granted under this Plan shall not
           exceed 9,500,000. The limitations set forth above shall be subject to
           adjustment as provided in Article XII hereof.

       2.  No grants may be made under this Plan after December 31, 1997.

  IV.  ADMINISTRATION

       1.  Except as otherwise specifically provided, the Plan shall be
           administered by the Compensation and Benefits Committee of the
           Company's Board of Directors.

       2.  The Compensation and Benefits Committee is authorized, subject to the
           provisions of the Plan, from time to time to establish such rules and
           regulations as it deems appropriate for the proper administration of
           the Plan, and to make such determinations and take such steps in
           connection therewith as it deems necessary or advisable, including
           amending the Terms and Conditions.

       3.  The decision of the Compensation and Benefits Committee with respect
           to any questions arising as to interpretation of this Plan, including
           the severability of any or all of the provisions thereof, shall be
           final, conclusive and binding.

       4.  Nothing in this Plan shall be deemed to give any employee, or any
           employee's legal representatives or assigns, any right to participate
           in the Plan except to such extent, if any, as the Compensation and
           Benefits Committee may have determined or approved pursuant to the
           provisions of this Plan.

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                                                                  EXHIBIT 10.11


   V.  ELIGIBILITY FOR GRANTS

       1.  Grants under this Plan may be made to employees of the Company as 
           determined by the Board of Directors.

       2.  The term 'employee' may include an employee of a corporation or other
           business entity in which this Company shall directly or indirectly
           own fifty percent or more of the outstanding voting stock or other
           ownership interest (the term 'sharing plan company' as used in this
           Plan shall mean a business entity whose employees are eligible for
           grants under this Plan), but shall exclude any director who is not
           also an officer or a full-time employee of a sharing plan company.
           The term 'optionee' as used in this Plan means an employee to whom a
           stock option award has been granted under this Plan or, where
           appropriate, his or her successor in interest upon death.

  VI.  GRANTS

       1.  Any grant made to an employee shall be made by the Board of Directors
           which shall take final action on any such grant.

       2.  Grants may be made at any time under this Plan and in the form
           provided in Article II hereof.

       3.  The date on which a grant shall be deemed to have been made under
           this Plan shall be the date of the Board of Directors authorization
           of the grant or such later date as may be determined by the Board of
           Directors at the time the grant is authorized. Each optionee shall be
           advised in writing by the Company of a grant and the terms and
           conditions thereof, which terms and conditions, as the Board of
           Directors from time to time shall determine, shall not be
           inconsistent with the provisions of this Plan.

 VII.  GRANT PRICE

           The price per share of the Company's common stock which may be
purchased upon exercise of a stock option granted under this Plan shall be
determined by the Board of Directors, but shall in no event be less than the
fair market value of such share on the date the stock option is granted, and in
no event less than the par value thereof. For purposes of the grant price, fair
market value shall be the average of the high and low prices of the Company's
common stock as reported on the 'NYSE-Composite Transactions Tape' on the date
of grant of a stock option, or if no sales of such stock were reported on said
Tape on such date, the average of the high and low prices of such stock on the
next preceding day on which sales were reported on said Tape. Such price shall
be subject to adjustment as provided in Article XI hereof.

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                                                                  EXHIBIT 10.11

VIII.  OPTION TERM

           The term of each stock option granted under this Plan shall be for
such period as the Board of Directors shall determine, but not for more than ten
years from date of grant.

  IX.  EXERCISE OF OPTIONS

       1.  Subject to the provisions of this Plan, each stock option granted
           hereunder shall be exercisable on such date or dates and during such
           period and for such number of shares as the Board of Directors may
           determine. However, in no event shall a stock option be exercisable
           prior to six months from date of grant. The Board of Directors may
           fix from time to time a minimum number of shares which must be
           purchased at the time a stock option is exercised.

       2.  An optionee electing to exercise a stock option shall at the time of
           exercise pay the Company the full purchase price of the shares he or
           she has elected to purchase. Payment of the purchase price shall be
           made in cash. With respect to shares of the Company's common stock to
           be delivered upon exercise of a stock option, the Compensation and
           Benefits Committee shall periodically determine whether, and to what
           extent, such stock shall be in the form of new common stock issued
           for such purposes, or common stock acquired by the Company.

   X.  NONTRANSFERABILITY OF GRANTS

           Except as provided under conditions defined by the Compensation and
Benefits Committee, during an optionee's lifetime no stock option granted under
this Plan shall be transferable and stock options may be exercised only by the
optionee.

  XI.  TERMINATION OF EMPLOYMENT

           The Board of Directors shall determine the rules relating to rights 
under stock options upon termination of employment.

 XII.  ADJUSTMENTS

       1.  In the event of any stock dividend, split-up, reclassification or
           other analogous change in capitalization, the Compensation and
           Benefits Committee shall make such adjustments, in the light of the
           change, as it deems to be equitable, both to the optionees and to the
           Company, in

           (a)  the number of shares and prices per share applicable to
                outstanding stock options,

           (b)  the aggregate limitation set forth in Article III which respect
                to the number of shares which may be made subject to options.

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                                                                   EXHIBIT 10.11

           Furthermore, in the event of a distribution to common stockholders
other than interim or year-end dividends declared as such by the Board of
Directors, the Compensation and Benefits Committee shall make such adjustments,
in the light of the distribution, as it deems to be equitable, both to the
optionees and to the Company, in respect of the items described in (a) above.

       2.  Any fractional shares resulting from adjustments made pursuant to
           this Article shall be eliminated.

XIII.  AMENDMENTS

           The Company reserves the right to change this Plan in its discretion
by action of the Compensation and Benefits Committee or discontinue this Plan in
its discretion by action of the Board of Directors.

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