SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 8-K


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


Date of Report (Date of Earliest Event Reported) February 8, 2005


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


Delaware

1-815

51-0014090

(State or Other Jurisdiction

(Commission

(I.R.S. Employer

Of Incorporation)

File Number)

Identification No.)


1007 Market Street
Wilmington, Delaware    19898
(Address of principal executive offices)


Registrant's telephone number, including area code:    (302) 774-1000











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Item 1.01.     Entry into a Material Definitive Agreement

               On February 2, 2005, the Compensation Committee of the Company's Board of Directors approved a 2004 variable compensation award under the Company's Variable Compensation Plan and a grant of stock options, time-vested and performance-based restricted stock units (RSU) under the Company's Stock Performance Plan to the following named executive officers:

   

Variable

 

Stock

 

Time-Vested

 

Performance-

   

Compensation

 

Options

 

RSUs

 

Based RSUs

                 

R. R. Goodmanson

               

Executive Vice President & Chief

               

Operating Officer

 

$806,000

 

103,500

 

13,500

 

14,900

                 

J. C. Hodgson

               

Senior Vice President

 

$581,000

 

57,400

 

7,500

 

7,500

                 

S. J. Mobley

               

Senior Vice President, Chief

               

Administrative Officer & General

               

Counsel

 

$571,000

 

70,700

 

9,200

 

9,200

                 

G. M. Pfeiffer

               

Senior Vice President & Chief

               

Financial Officer

 

$571,000

 

70,700

 

9,200

 

9,200


               The Variable Compensation Plan provides approximately 6,600 employees, including executive officers, total annual compensation that varies up or down based on the performance of the Company as it relates to earnings per share and return on investor's capital, the performance of their business unit based on operating income, free cash flow and revenue, and their individual contribution based on individual objectives.

               Under the terms and conditions of the Stock Performance Plan, options and time-vested RSUs will vest in one-third increments over three years. Options will have a six-year term. Performance-based RSUs will be paid out based on revenue growth and return on investor's capital relative to the Company's peer companies over a three-year period.

               The Variable Compensation Plan is on file with the Securities and Exchange Commission as Exhibit 10.5 to the Company's Annual Report on Form 10-K for the year ended December 31, 2003. The Stock Performance Plan is on file with the Securities and Exchange Commission as Exhibit 10.4 to the Company's Annual Report on Form 10-K for the year ended December 31, 2003.













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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 hereunto duly authorized.


E. I. DU PONT DE NEMOURS AND COMPANY

(Registrant)

 
 

/s/ G. M. Pfeiffer

G. M. Pfeiffer

Senior Vice President & Chief Financial Officer


February 8, 2005
































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