<PAGE>   1

     As filed with the Securities and Exchange Commission on October 5, 2001
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------


                                   CONOCO INC.
             (Exact name of registrant as specified in its charter)

                    DELAWARE                            51-0370352
         (State or other jurisdiction of             (I.R.S. Employer
         incorporation or organization)             Identification No.)


             600 NORTH DAIRY ASHFORD                       77079
                 HOUSTON, TEXAS                         (Zip Code)
     (Address of Principal Executive Offices)

                                   ----------

                      2001 GLOBAL PERFORMANCE SHARING PLAN
                    1998 STOCK AND PERFORMANCE INCENTIVE PLAN
                    1998 KEY EMPLOYEE STOCK PERFORMANCE PLAN
              DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
                      1998 GLOBAL PERFORMANCE SHARING PLAN
                 THRIFT PLAN FOR RETAIL EMPLOYEES OF CONOCO INC.
                    THRIFT PLAN FOR EMPLOYEES OF CONOCO INC.
             CONOCO INC. SALARY DEFERRAL & SAVINGS RESTORATION PLAN
                            (Full title of the plans)

                                   ----------

                              R.A. HARRINGTON, ESQ.
                SENIOR VICE PRESIDENT, LEGAL, AND GENERAL COUNSEL
                                   CONOCO INC.
                             600 NORTH DAIRY ASHFORD
                              HOUSTON, TEXAS 77079
                     (Name and address of agent for service)

                                 (281) 293-1000
          (Telephone number, including area code, of agent for service)

                                   ----------

                         CALCULATION OF REGISTRATION FEE
<Table>
<Caption>
===================================================================================================================================
                                              AMOUNT TO BE  PROPOSED MAXIMUM OFFERING  PROPOSED MAXIMUM AGGREGATE     AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED         REGISTERED(2)      PRICE PER SHARE              OFFERING PRICE        REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>            <C>                        <C>                         <C>
Common Stock, par value $.01 per share(1)      85,940,021(3)                 (4)           $1,979,275,461(4)           $494,819(4)
-----------------------------------------------------------------------------------------------------------------------------------
</Table>

(1)      Includes the associated rights to purchase preferred stock, which
         initially are attached to and trade with the shares of Common Stock,
         par value $.01 per share ("Common Stock"), being registered hereby.

(2)      Pursuant to Rule 416 of the Securities Act of 1933, this Registration
         Statement shall also cover such indeterminate number of additional
         shares as may become issuable under the plans as a result of the
         antidilution provisions thereof.

(3)      The shares of Common Stock being registered hereby include (i)
         1,500,000 shares to be issued under the 2001 Global Performance Sharing
         Plan, (ii) 29,667,481 shares to be issued under the 1998 Stock and
         Performance Incentive Plan, (iii) 34,375,221 shares to be issued under
         the 1998 Key Employee Stock Performance Plan, (iv) 200,000 shares to be
         issued under the Deferred Compensation Plan for Non-Employee Directors,
         (v) 1,808,767 shares to be issued under the 1998 Global Performance
         Sharing Plan, (vi) 1,493,150 shares to be issued under the Thrift Plan
         for Retail Employees of Conoco Inc. (the "Retail Thrift Plan") and
         (vii) 16,895,402 shares to be issued under the Thrift Plan for
         Employees of Conoco Inc. (collectively with the Retail Thrift Plan, the
         "Thrift Plans") and the Conoco Inc. Salary Deferral & Savings
         Restoration Plan. The shares registered hereby for issuance under the
         Thrift Plans consist of shares of Common Stock to be acquired by the
         trustees of the Thrift Plans pursuant to the operation thereof. In
         addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         this Registration Statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the Thrift Plans described
         herein.

(4)      Estimated pursuant to Rules 457(c) and 457(h)(1) under the Securities
         Act of 1933 solely for the purpose of computing the registration fee
         and based upon (a) the aggregate exercise price of the options to
         purchase 44,967,331 shares of Common Stock granted under the plans as
         of August 31, 2001 ($945,534,493) and (b) with respect to the balance
         of the shares of Common Stock registered hereby, the average of the
         high and low prices of the Class B Common Stock on the New York Stock
         Exchange on October 3, 2001. In addition, pursuant to Rule 457(p) under
         the Securities Act of 1933, the Registrant hereby offsets the
         registration fee required in connection with this Registration
         Statement by $769,747 previously paid by the Registrant in connection
         with the registration of (i) 1,808,767 shares of the Registrant's Class
         A Common Stock, par value $.01 per share (the "Class A Common Stock"),
         pursuant to the Registration Statement on Form S-8 (Registration No.
         333-65981) filed with the Securities and Exchange Commission (the
         "SEC") on October 22, 1998; (ii) 1,100,000 shares of the Registrant's
         Class B Common Stock, par value $.01 per share (the "Class B Common
         Stock"), pursuant to the Registration Statement on Form S-8
         (Registration No. 333-62108) filed with the SEC on June 1, 2001; (iii)
         28,764,915 shares of Class A Common Stock pursuant to the Registration
         Statement on Form S-8 (Registration No. 333-65977) filed with the SEC
         on October 22, 1998; (iv) 20,724,000 shares of Class B Common Stock
         pursuant to the Registration Statement on Form S-8 (Registration No.
         333-80953) filed with the SEC on June 17, 1999; (v) 28,841,318 shares
         of Class A Common Stock pursuant to the Registration Statement on Form
         S-8 (Registration No. 333-65985) filed with the SEC on October 22,
         1998; (vi) 18,651,195 shares of Class B Common Stock pursuant to the
         Registration Statement on Form S-8 (Registration No. 333-80951) filed
         with the SEC on June 17, 1999; (vii) 100,000 shares of Class A Common
         Stock pursuant to the Registration Statement on Form S-8 (Registration
         No. 333-65979) filed with the SEC on October 22, 1998; (viii) 100,000
         shares of Class B Common Stock pursuant to the Registration Statement
         on Form S-8 (Registration No. 333-80955) filed with the SEC on June 17,
         1999; (ix) 749,005 shares of Class A Common Stock pursuant to the
         Registration Statement on Form S-8 (Registration No. 333-69253) filed
         with the SEC on December 18, 1998; (x) 744,145 shares of Class B Common
         Stock pursuant to the Registration Statement on Form S-8 (Registration
         No. 333-80959) filed with the SEC on June 17, 1999; (xi) 11,118,114
         shares of Class A Common Stock pursuant to the Registration Statement
         on Form S-8 (Registration No. 333-65983) filed with the SEC on October
         22, 1998; and (xii) 5,777,287 shares of Class B Common Stock pursuant
         to the Registration Statement on Form S-8 (Registration No. 333-80957)
         filed with the SEC on June 17, 1999; in each case which have not been
         issued and which have been or will be deregistered pursuant to
         post-effective amendments to such registration statements filed on the
         date hereof. Accordingly, no filing fee is being paid in connection
         herewith.

================================================================================


<PAGE>   2


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


         Note: The document(s) containing the information concerning the 2001
Global Performance Sharing Plan, the 1998 Stock and Performance Incentive Plan,
the 1998 Key Employee Stock Performance Plan, the Deferred Compensation Plan for
Non-Employee Directors, the 1998 Global Performance Sharing Plan, the Thrift
Plan for Retail Employees of Conoco Inc. (the "Retail Thrift Plan"), the Thrift
Plan for Employees of Conoco Inc. (the "Employee Thrift Plan" and, together with
the Retail Thrift Plan, the "Thrift Plans") and the Conoco Inc. Salary Deferral
& Savings Restoration Plan (collectively, the "Plans") required by Item 1 of
Form S-8 and the statement of availability of registrant information, Plan
information and other information required by Item 2 of Form S-8 will be sent or
given to employees as specified by Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act"). In accordance with Rule 428 and the requirements
of Part I of Form S-8, such documents are not being filed with the Securities
and Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act. The registrant will maintain a file of such documents
in accordance with the provisions of Rule 428. Upon request, the registrant will
furnish to the Commission or its staff a copy of any or all of the documents
included in such file.







<PAGE>   3


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act") by Conoco Inc.,
a Delaware corporation ("Conoco"), by the Retail Thrift Plan and by the Thrift
Plan (File No. 001-14521), are incorporated in this Registration Statement by
reference and shall be deemed to be a part hereof:

                  (1) Conoco's Annual Report on Form 10-K for the fiscal year
         ended December 31, 2000;

                  (2) Conoco's Quarterly Reports on Form 10-Q for the quarter
         ended March 31, 2001, as filed with the Commission on May 10, 2001, and
         for the quarter ended June 30, 2001, as filed with the Commission on
         August 8, 2001;

                  (3) Conoco's Current Reports on Form 8-K, as filed with the
         Commission on February 22, 2001, February 23, 2001, July 17, 2001, July
         31, 2001 (as amended by a Form 8-K/A filed with the Commission on
         September 10, 2001, which includes, among other financial statements,
         updated historical financial statements of Conoco as of December 31,
         2000 and 1999 and for each of the three years in the period ended
         December 31, 2000), September 17, 2001, September 20, 2001,
         September 24, 2001 and October 5, 2001;

                  (4) The description of Conoco's Common Stock, par value $.01
         per share (the "Common Stock"), and the associated rights to purchase
         preferred stock, which trade together with the Common Stock, contained
         in Conoco's Registration Statement on Form 8-A, filed with the
         Commission on September 28, 2001, as thereafter amended from time to
         time for the purpose of updating, changing or modifying such
         description;

                  (5) The Annual Report of the Retail Thrift Plan on Form 11-K
         for the fiscal year ended December 31, 2000; and

                  (6) The Annual Report of the Thrift Plan on Form 11-K for the
         fiscal year ended December 31, 2000.


         All documents filed by Conoco or the Thrift Plans with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered hereby have been sold, or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated in this Registration
Statement by reference and to be a part hereof from the date of filing of such
documents.

         Any statement contained in this Registration Statement, in an amendment
hereto or in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed amendment or
supplement to this Registration Statement or in any document that also is
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

         Not applicable.



                                      II-1
<PAGE>   4



ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation--a "derivative action"), if
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorneys' fees) incurred in connection with the defense or settlement of such
action, and the statute requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation. The statute provides that it is not exclusive of other
indemnification that may be granted by a corporation's charter, by-laws,
disinterested director vote, stockholder vote, agreement or otherwise.

         Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability for any of the following:

         o        any breach of the director's duty of loyalty to the
                  corporation or its stockholders,

         o        acts or omissions not in good faith or which involve
                  intentional misconduct or a knowing violation of law,

         o        payments of unlawful dividends or unlawful stock repurchases
                  or redemptions, or

         o        any transaction from which the director derived an improper
                  personal benefit.

         Article 5E(2) of Conoco's certificate of incorporation provides that no
director shall be personally liable to Conoco or any of its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability for any of the following:

         o        any breach of the director's duty of loyalty to Conoco or its
                  stockholders,

         o        acts or omissions not in good faith or which involve
                  intentional misconduct or a knowing violation of law,

         o        liabilities pursuant to section 174 of the Delaware General
                  Corporation Law, or

         o        any transaction from which the director derived an improper
                  personal benefit.

Any repeal or modification of such Article 5E(2) shall not adversely affect any
right or protection of a director of Conoco for or with respect to any acts or
omissions of such director occurring prior to such amendment or repeal. Conoco's
By-laws provide for indemnification of directors and officers to the maximum
extent permitted by Delaware law.

         Conoco has entered into indemnification agreements with each of its
directors . Such agreements provide that, to the fullest extent permitted by
applicable law, Conoco shall indemnify and hold each director harmless from and
against any and all losses and expenses whatsoever (i) arising out of any event
or occurrence related to the fact that such director is or was a director or
officer of Conoco, is or was serving in another capacity with Conoco,


                                      II-2
<PAGE>   5


consented to be named as a person to be elected as a director of Conoco in
connection with Conoco's initial public offering of common stock, or by reason
of anything done or not done by such director in such capacity and (ii) incurred
in connection with any threatened, pending or completed legal proceeding.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8. EXHIBITS.

EXHIBIT
NUMBER            DOCUMENT DESCRIPTION
-------           --------------------

 4.1      --      Restated Certificate of Incorporation of Conoco (incorporated
                  by reference to Appendix B filed as part of Conoco's Proxy
                  Statement filed with the Commission on August 3, 2001, File
                  No. 001-14521).

 4.2      --      Bylaws of Conoco, as amended as of September 4, 2001
                  (incorporated by reference to Exhibit 3.3 of Conoco's
                  Registration Statement on Form S-3, as amended by Amendment
                  No. 1 thereto, Registration No. 333-67004).

 4.3      --      Form of certificate representing Common Stock (incorporated by
                  reference to Exhibit 4.1 of Conoco's Registration Statement on
                  Form 8-A filed with the Commission on September 28, 2001, File
                  No. 001-14521).

 4.4      --      Rights Agreement dated as of October 19, 1998 between Conoco
                  and EquiServe Trust Company, N.A., as successor rights agent
                  to First Chicago Trust Company of New York (the "Rights
                  Agent") (incorporated by reference to Exhibit 4.4 of Conoco's
                  Registration Statement on Form S-8, Registration No.
                  333-65977).

 4.5      --      Amendment to Rights Agreement dated as of October 20, 1998
                  between Conoco and the Rights Agent (incorporated by reference
                  to Exhibit 4.6 of Conoco's Registration Statement on Form S-8,
                  Registration No. 333-65977).

 4.6      --      Second Amendment to Rights Agreement dated as of July 29, 1999
                  between Conoco and the Rights Agent (incorporated by reference
                  to Exhibit 4.1 of Conoco's Form 10-Q for the quarterly period
                  ended June 30, 1999, File No. 001-14521).

 4.7      --      Form of Third Amendment to Rights Agreement between Conoco and
                  the Rights Agent, which includes as Exhibit A the form
                  Certificate of Designations, Preferences and Rights of Series
                  A Junior Participating Preferred Stock, as Exhibit B the form
                  of Rights Certificate and as Exhibit D the Summary of Rights
                  to Purchase Preferred Stock (incorporated by reference to
                  Exhibit 4.5 of Conoco's Registration Statement on Form 8-A
                  filed with the Commission on September 28, 2001, File No.
                  001-14521).

*4.8      --      2001 Global Performance Sharing Plan.

*4.9      --      1998 Stock and Performance Incentive Plan.

*4.10     --      1998 Key Employee Stock Performance Plan.

*4.11     --      Deferred Compensation Plan for Non-Employee Directors.

*4.12     --      1998 Global Performance Sharing Plan.

*5.1      --      Opinion of Baker Botts L.L.P. as to the legality of
                  securities.

*23.1     --      Consent of PricewaterhouseCoopers LLP.

*23.2     --      Consent of Ernst & Young LLP.

                                      II-3
<PAGE>   6

*23.3     --      Consent of Baker Botts L.L.P. (contained in Exhibit 5.1).

*24.1     --      Powers of Attorney (included on the signature page of the
                  Registration Statement).

----------
*Filed herewith.

         The use of original issuance securities pursuant to the Thrift Plans is
not contemplated. If original issuance securities are hereafter offered and sold
pursuant to the Thrift Plans, an opinion of counsel will be filed by amendment.
The registrant will submit or has submitted the Thrift Plans and any amendment
thereto to the Internal Revenue Service ("IRS") in a timely manner and has made
or will make all changes required by the IRS in order to qualify the Thrift
Plans.

ITEM 9. UNDERTAKINGS.

         (a) 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;

                           (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. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) and any deviation from the low or high end of the
                  estimated maximum offering range may be reflected in the form
                  of prospectus filed with the Commission pursuant to Rule
                  424(b) of the Securities Act if, in the aggregate, the changes
                  in volume and price represent no more than a 20% change in the
                  maximum aggregate offering price set forth in the "Calculation
                  of Registration Fee" table in the effective 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 (a)(1)(i) and (a)(1)(ii) do not
         apply if the Registration Statement is on Form S-3 or Form S-8, and the
         information required to be included in a post-effective amendment by
         those paragraphs is contained in periodic reports filed with or
         furnished to the Commission by the registrant pursuant to Section 13 or
         15(d) of the Exchange Act that are incorporated by reference in the
         Registration Statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act, each such post-effective amendment shall be deemed
         to be a new registration statement relating to the 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.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new


                                      II-4
<PAGE>   7



registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act 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 by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


                                      II-5

<PAGE>   8


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the undersigned Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas, on October 5,
2001.

                                       CONOCO INC.



                                       By: /s/ Robert W. Goldman
                                           -----------------------------------
                                           Robert W. Goldman
                                           Senior Vice President, Finance, and
                                           Chief Financial Officer


                                POWER OF ATTORNEY

         Each person whose signature appears below appoints Archie W. Dunham,
Chairman, President and Chief Executive Officer of Conoco, Robert W. Goldman,
Senior Vice President, Finance, and Chief Financial Officer of Conoco, and Rick
A. Harrington, Senior Vice President, Legal, and General Counsel of Conoco, and
each of them, severally, as his or her true and lawful attorney or
attorneys-in-fact and agent or agents, each of whom shall be authorized to act
with or without the other, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead in his or her capacity as
a director or officer or both, as the case may be, of Conoco, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement and to file the same with the Securities and Exchange Commission, with
full power and authority to each of said attorneys-in-fact and agents to do and
perform in the name and on behalf of each such director or officer, or both, as
the case may be, each and every act whatsoever that is necessary, appropriate or
advisable in connection with any or all of the above-described matters and to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them or their
substitutes, 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 BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED AND ON OCTOBER 5, 2001.

<Table>
<Caption>
            SIGNATURE                                         TITLE
            ---------                                         -----
<S>                                       <C>

     /s/ Archie W. Dunham                 Chairman, President and Chief Executive Officer
-----------------------------------       (Principal Executive Officer)
     Archie W. Dunham

     /s/ Robert W. Goldman                Senior Vice President, Finance, and Chief Financial
-----------------------------------       Officer (Principal Financial Officer)
     Robert W. Goldman

     /s/ W. David Welch                   Controller and Principal Accounting Officer
-----------------------------------
     W. David Welch

     /s/ Kenneth M. Duberstein            Director
-----------------------------------
     Kenneth M. Duberstein

     /s/ Ruth R. Harkin                   Director
-----------------------------------
     Ruth R. Harkin

     /s/ Charles C. Krulak                Director
-----------------------------------
     Charles C. Krulak
</Table>



                                      II-6
<PAGE>   9


<Table>
<S>                                       <C>

     /s/ Frank A. McPherson               Director
-----------------------------------
     Frank A. McPherson

     /s/ William K. Reilly                Director
-----------------------------------
     William K. Reilly

                                          Director
-----------------------------------
     William R. Rhodes

     /s/ A. R. Sanchez, Jr.               Director
-----------------------------------
     A.R. Sanchez, Jr.

     /s/ Franklin A. Thomas               Director
-----------------------------------
     Franklin A. Thomas
</Table>




                                      II-7
<PAGE>   10


The Plans. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the Thrift Plans) have duly caused
this registration statement to be signed on behalf of the Thrift Plans by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on October 5, 2001.

                                THRIFT PLAN FOR RETAIL EMPLOYEES OF CONOCO INC.
                                THRIFT PLAN FOR EMPLOYEES OF CONOCO INC.
                                CONOCO INC. SALARY DEFERRAL & SAVINGS
                                RESTORATION PLAN
                                (Plans)


                                By: /s/ THOMAS C. KNUDSON
                                   ---------------------------------------------
                                   Name: Thomas C. Knudson
                                   Title: Vice President, Human Resources
                                          of Conoco Inc.










                                      II-8

<PAGE>   11


                                  EXHIBIT INDEX

<Table>
<Caption>
EXHIBIT
NUMBER            DESCRIPTION
------            -----------
<S>               <C>

  4.1    --       Restated Certificate of Incorporation of Conoco (incorporated
                  by reference to Appendix B filed as part of Conoco's Proxy
                  Statement filed with the Commission on August 3, 2001, File
                  No. 001-14521).

  4.2    --       Bylaws of Conoco, as amended as of September 4, 2001
                  (incorporated by reference to Exhibit 3.3 of Conoco's
                  Registration Statement on Form S-3, as amended by Amendment
                  No. 1 thereto, Registration No. 333-67004).

  4.3    --       Form of certificate representing Common Stock (incorporated by
                  reference to Exhibit 4.1 of Conoco's Registration Statement on
                  Form 8-A filed with the Commission on September 28, 2001, File
                  No. 001-14521).

  4.4    --       Rights Agreement dated as of October 19, 1998 between Conoco
                  and EquiServe Trust Company, N.A., as successor rights agent
                  to First Chicago Trust Company of New York (the "Rights
                  Agent") (incorporated by reference to Exhibit 4.4 of Conoco's
                  Registration Statement on Form S-8, Registration No.
                  333-65977).

  4.5    --       Amendment to Rights Agreement dated as of October 20, 1998
                  between Conoco and the Rights Agent (incorporated by reference
                  to Exhibit 4.6 of Conoco's Registration Statement on Form S-8,
                  Registration No. 333-65977).

  4.6    --       Second Amendment to Rights Agreement dated as of July 29, 1999
                  between Conoco and the Rights Agent (incorporated by reference
                  to Exhibit 4.1 of Conoco's Form 10-Q for the quarterly period
                  ended June 30, 1999, File No. 001-14521).

  4.7    --       Form of Third Amendment to Rights Agreement between Conoco and
                  the Rights Agent, which includes as Exhibit A the form
                  Certificate of Designations, Preferences and Rights of Series
                  A Junior Participating Preferred Stock, as Exhibit B the form
                  of Rights Certificate and as Exhibit D the Summary of Rights
                  to Purchase Preferred Stock (incorporated by reference to
                  Exhibit 4.5 of Conoco's Registration Statement on Form 8-A
                  filed with the Commission on September 28, 2001, File No.
                  001-14521).

 *4.8    --       2001 Global Performance Sharing Plan.

 *4.9    --       1998 Stock and Performance Incentive Plan.

 *4.10   --       1998 Key Employee Stock Performance Plan.

 *4.11   --       Deferred Compensation Plan for Non-Employee Directors.

 *4.12   --       1998 Global Performance Sharing Plan.

 *5.1    --       Opinion of Baker Botts L.L.P. as to the legality of securities.

 *23.1   --       Consent of PricewaterhouseCoopers LLP.

 *23.2   --       Consent of Ernst & Young LLP.

 *23.3   --       Consent of Baker Botts L.L.P. (contained in Exhibit 5.1).

 *24.1   --       Powers of Attorney (included on the signature page of the
                  Registration Statement).
</Table>

----------
*Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "h91137s-8.txt", "description": "CONOCO INC.", "secsgml_size_bytes": 35751}]
{"company-data": {"conformed-name": "CONOCO INC /DE", "cik": "0001066806", "assigned-sic": "2911", "irs-number": "510370352", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-71070", "film-number": "1753259"}, "business-address": {"street1": "600 NORTH DAIRY ASHFORD", "city": "HOUSTON", "state": "TX", "zip": "77079", "phone": "2812931000"}, "mail-address": {"street1": "600 NORTH DAIRY ASHFORD", "city": "HOUSTON", "state": "TX", "zip": "77079"}}
1

     As filed with the Securities and Exchange Commission on October 5, 2001
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                                   CONOCO INC.
             (Exact name of registrant as specified in its charter)

                    DELAWARE                            51-0370352
         (State or other jurisdiction of             (I.R.S. Employer
         incorporation or organization)             Identification No.)

             600 NORTH DAIRY ASHFORD                       77079
                 HOUSTON, TEXAS                         (Zip Code)
     (Address of Principal Executive Offices)

                                   ----------

                      2001 GLOBAL PERFORMANCE SHARING PLAN
                    1998 STOCK AND PERFORMANCE INCENTIVE PLAN
                    1998 KEY EMPLOYEE STOCK PERFORMANCE PLAN
              DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
                      1998 GLOBAL PERFORMANCE SHARING PLAN
                 THRIFT PLAN FOR RETAIL EMPLOYEES OF CONOCO INC.
                    THRIFT PLAN FOR EMPLOYEES OF CONOCO INC.
             CONOCO INC. SALARY DEFERRAL & SAVINGS RESTORATION PLAN
                            (Full title of the plans)

                                   ----------

                              R.A. HARRINGTON, ESQ.
                SENIOR VICE PRESIDENT, LEGAL, AND GENERAL COUNSEL
                                   CONOCO INC.
                             600 NORTH DAIRY ASHFORD
                              HOUSTON, TEXAS 77079
                     (Name and address of agent for service)

                                 (281) 293-1000
          (Telephone number, including area code, of agent for service)

                                   ----------

                         CALCULATION OF REGISTRATION FEE
===================================================================================================================================
                                              AMOUNT TO BE  PROPOSED MAXIMUM OFFERING  PROPOSED MAXIMUM AGGREGATE     AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED         REGISTERED(2)      PRICE PER SHARE              OFFERING PRICE        REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share(1)      85,940,021(3)                 (4)           $1,979,275,461(4)           $494,819(4)
-----------------------------------------------------------------------------------------------------------------------------------
(1)      Includes the associated rights to purchase preferred stock, which
         initially are attached to and trade with the shares of Common Stock,
         par value $.01 per share ("Common Stock"), being registered hereby.

(2)      Pursuant to Rule 416 of the Securities Act of 1933, this Registration
         Statement shall also cover such indeterminate number of additional
         shares as may become issuable under the plans as a result of the
         antidilution provisions thereof.

(3)      The shares of Common Stock being registered hereby include (i)
         1,500,000 shares to be issued under the 2001 Global Performance Sharing
         Plan, (ii) 29,667,481 shares to be issued under the 1998 Stock and
         Performance Incentive Plan, (iii) 34,375,221 shares to be issued under
         the 1998 Key Employee Stock Performance Plan, (iv) 200,000 shares to be
         issued under the Deferred Compensation Plan for Non-Employee Directors,
         (v) 1,808,767 shares to be issued under the 1998 Global Performance
         Sharing Plan, (vi) 1,493,150 shares to be issued under the Thrift Plan
         for Retail Employees of Conoco Inc. (the "Retail Thrift Plan") and
         (vii) 16,895,402 shares to be issued under the Thrift Plan for
         Employees of Conoco Inc. (collectively with the Retail Thrift Plan, the
         "Thrift Plans") and the Conoco Inc. Salary Deferral & Savings
         Restoration Plan. The shares registered hereby for issuance under the
         Thrift Plans consist of shares of Common Stock to be acquired by the
         trustees of the Thrift Plans pursuant to the operation thereof. In
         addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         this Registration Statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the Thrift Plans described
         herein.

(4)      Estimated pursuant to Rules 457(c) and 457(h)(1) under the Securities
         Act of 1933 solely for the purpose of computing the registration fee
         and based upon (a) the aggregate exercise price of the options to
         purchase 44,967,331 shares of Common Stock granted under the plans as
         of August 31, 2001 ($945,534,493) and (b) with respect to the balance
         of the shares of Common Stock registered hereby, the average of the
         high and low prices of the Class B Common Stock on the New York Stock
         Exchange on October 3, 2001. In addition, pursuant to Rule 457(p) under
         the Securities Act of 1933, the Registrant hereby offsets the
         registration fee required in connection with this Registration
         Statement by $769,747 previously paid by the Registrant in connection
         with the registration of (i) 1,808,767 shares of the Registrant's Class
         A Common Stock, par value $.01 per share (the "Class A Common Stock"),
         pursuant to the Registration Statement on Form S-8 (Registration No.
         333-65981) filed with the Securities and Exchange Commission (the
         "SEC") on October 22, 1998; (ii) 1,100,000 shares of the Registrant's
         Class B Common Stock, par value $.01 per share (the "Class B Common
         Stock"), pursuant to the Registration Statement on Form S-8
         (Registration No. 333-62108) filed with the SEC on June 1, 2001; (iii)
         28,764,915 shares of Class A Common Stock pursuant to the Registration
         Statement on Form S-8 (Registration No. 333-65977) filed with the SEC
         on October 22, 1998; (iv) 20,724,000 shares of Class B Common Stock
         pursuant to the Registration Statement on Form S-8 (Registration No.
         333-80953) filed with the SEC on June 17, 1999; (v) 28,841,318 shares
         of Class A Common Stock pursuant to the Registration Statement on Form
         S-8 (Registration No. 333-65985) filed with the SEC on October 22,
         1998; (vi) 18,651,195 shares of Class B Common Stock pursuant to the
         Registration Statement on Form S-8 (Registration No. 333-80951) filed
         with the SEC on June 17, 1999; (vii) 100,000 shares of Class A Common
         Stock pursuant to the Registration Statement on Form S-8 (Registration
         No. 333-65979) filed with the SEC on October 22, 1998; (viii) 100,000
         shares of Class B Common Stock pursuant to the Registration Statement
         on Form S-8 (Registration No. 333-80955) filed with the SEC on June 17,
         1999; (ix) 749,005 shares of Class A Common Stock pursuant to the
         Registration Statement on Form S-8 (Registration No. 333-69253) filed
         with the SEC on December 18, 1998; (x) 744,145 shares of Class B Common
         Stock pursuant to the Registration Statement on Form S-8 (Registration
         No. 333-80959) filed with the SEC on June 17, 1999; (xi) 11,118,114
         shares of Class A Common Stock pursuant to the Registration Statement
         on Form S-8 (Registration No. 333-65983) filed with the SEC on October
         22, 1998; and (xii) 5,777,287 shares of Class B Common Stock pursuant
         to the Registration Statement on Form S-8 (Registration No. 333-80957)
         filed with the SEC on June 17, 1999; in each case which have not been
         issued and which have been or will be deregistered pursuant to
         post-effective amendments to such registration statements filed on the
         date hereof. Accordingly, no filing fee is being paid in connection
         herewith.

================================================================================
2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Note: The document(s) containing the information concerning the 2001
Global Performance Sharing Plan, the 1998 Stock and Performance Incentive Plan,
the 1998 Key Employee Stock Performance Plan, the Deferred Compensation Plan for
Non-Employee Directors, the 1998 Global Performance Sharing Plan, the Thrift
Plan for Retail Employees of Conoco Inc. (the "Retail Thrift Plan"), the Thrift
Plan for Employees of Conoco Inc. (the "Employee Thrift Plan" and, together with
the Retail Thrift Plan, the "Thrift Plans") and the Conoco Inc. Salary Deferral
& Savings Restoration Plan (collectively, the "Plans") required by Item 1 of
Form S-8 and the statement of availability of registrant information, Plan
information and other information required by Item 2 of Form S-8 will be sent or
given to employees as specified by Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act"). In accordance with Rule 428 and the requirements
of Part I of Form S-8, such documents are not being filed with the Securities
and Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act. The registrant will maintain a file of such documents
in accordance with the provisions of Rule 428. Upon request, the registrant will
furnish to the Commission or its staff a copy of any or all of the documents
included in such file.
3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed with the Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act") by Conoco Inc.,
a Delaware corporation ("Conoco"), by the Retail Thrift Plan and by the Thrift
Plan (File No. 001-14521), are incorporated in this Registration Statement by
reference and shall be deemed to be a part hereof:

                  (1) Conoco's Annual Report on Form 10-K for the fiscal year
         ended December 31, 2000;

                  (2) Conoco's Quarterly Reports on Form 10-Q for the quarter
         ended March 31, 2001, as filed with the Commission on May 10, 2001, and
         for the quarter ended June 30, 2001, as filed with the Commission on
         August 8, 2001;

                  (3) Conoco's Current Reports on Form 8-K, as filed with the
         Commission on February 22, 2001, February 23, 2001, July 17, 2001, July
         31, 2001 (as amended by a Form 8-K/A filed with the Commission on
         September 10, 2001, which includes, among other financial statements,
         updated historical financial statements of Conoco as of December 31,
         2000 and 1999 and for each of the three years in the period ended
         December 31, 2000), September 17, 2001, September 20, 2001,
         September 24, 2001 and October 5, 2001;

                  (4) The description of Conoco's Common Stock, par value $.01
         per share (the "Common Stock"), and the associated rights to purchase
         preferred stock, which trade together with the Common Stock, contained
         in Conoco's Registration Statement on Form 8-A, filed with the
         Commission on September 28, 2001, as thereafter amended from time to
         time for the purpose of updating, changing or modifying such
         description;

                  (5) The Annual Report of the Retail Thrift Plan on Form 11-K
         for the fiscal year ended December 31, 2000; and

                  (6) The Annual Report of the Thrift Plan on Form 11-K for the
         fiscal year ended December 31, 2000.

         All documents filed by Conoco or the Thrift Plans with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered hereby have been sold, or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated in this Registration
Statement by reference and to be a part hereof from the date of filing of such
documents.

         Any statement contained in this Registration Statement, in an amendment
hereto or in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed amendment or
supplement to this Registration Statement or in any document that also is
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

         Not applicable.

                                      II-1
4

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation--a "derivative action"), if
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorneys' fees) incurred in connection with the defense or settlement of such
action, and the statute requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation. The statute provides that it is not exclusive of other
indemnification that may be granted by a corporation's charter, by-laws,
disinterested director vote, stockholder vote, agreement or otherwise.

         Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability for any of the following:

         o        any breach of the director's duty of loyalty to the
                  corporation or its stockholders,

         o        acts or omissions not in good faith or which involve
                  intentional misconduct or a knowing violation of law,

         o        payments of unlawful dividends or unlawful stock repurchases
                  or redemptions, or

         o        any transaction from which the director derived an improper
                  personal benefit.

         Article 5E(2) of Conoco's certificate of incorporation provides that no
director shall be personally liable to Conoco or any of its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability for any of the following:

         o        any breach of the director's duty of loyalty to Conoco or its
                  stockholders,

         o        acts or omissions not in good faith or which involve
                  intentional misconduct or a knowing violation of law,

         o        liabilities pursuant to section 174 of the Delaware General
                  Corporation Law, or

         o        any transaction from which the director derived an improper
                  personal benefit.

Any repeal or modification of such Article 5E(2) shall not adversely affect any
right or protection of a director of Conoco for or with respect to any acts or
omissions of such director occurring prior to such amendment or repeal. Conoco's
By-laws provide for indemnification of directors and officers to the maximum
extent permitted by Delaware law.

         Conoco has entered into indemnification agreements with each of its
directors . Such agreements provide that, to the fullest extent permitted by
applicable law, Conoco shall indemnify and hold each director harmless from and
against any and all losses and expenses whatsoever (i) arising out of any event
or occurrence related to the fact that such director is or was a director or
officer of Conoco, is or was serving in another capacity with Conoco,

                                      II-2
5

consented to be named as a person to be elected as a director of Conoco in
connection with Conoco's initial public offering of common stock, or by reason
of anything done or not done by such director in such capacity and (ii) incurred
in connection with any threatened, pending or completed legal proceeding.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8. EXHIBITS.

EXHIBIT
NUMBER            DOCUMENT DESCRIPTION
-------           --------------------

 4.1      --      Restated Certificate of Incorporation of Conoco (incorporated
                  by reference to Appendix B filed as part of Conoco's Proxy
                  Statement filed with the Commission on August 3, 2001, File
                  No. 001-14521).

 4.2      --      Bylaws of Conoco, as amended as of September 4, 2001
                  (incorporated by reference to Exhibit 3.3 of Conoco's
                  Registration Statement on Form S-3, as amended by Amendment
                  No. 1 thereto, Registration No. 333-67004).

 4.3      --      Form of certificate representing Common Stock (incorporated by
                  reference to Exhibit 4.1 of Conoco's Registration Statement on
                  Form 8-A filed with the Commission on September 28, 2001, File
                  No. 001-14521).

 4.4      --      Rights Agreement dated as of October 19, 1998 between Conoco
                  and EquiServe Trust Company, N.A., as successor rights agent
                  to First Chicago Trust Company of New York (the "Rights
                  Agent") (incorporated by reference to Exhibit 4.4 of Conoco's
                  Registration Statement on Form S-8, Registration No.
                  333-65977).

 4.5      --      Amendment to Rights Agreement dated as of October 20, 1998
                  between Conoco and the Rights Agent (incorporated by reference
                  to Exhibit 4.6 of Conoco's Registration Statement on Form S-8,
                  Registration No. 333-65977).

 4.6      --      Second Amendment to Rights Agreement dated as of July 29, 1999
                  between Conoco and the Rights Agent (incorporated by reference
                  to Exhibit 4.1 of Conoco's Form 10-Q for the quarterly period
                  ended June 30, 1999, File No. 001-14521).

 4.7      --      Form of Third Amendment to Rights Agreement between Conoco and
                  the Rights Agent, which includes as Exhibit A the form
                  Certificate of Designations, Preferences and Rights of Series
                  A Junior Participating Preferred Stock, as Exhibit B the form
                  of Rights Certificate and as Exhibit D the Summary of Rights
                  to Purchase Preferred Stock (incorporated by reference to
                  Exhibit 4.5 of Conoco's Registration Statement on Form 8-A
                  filed with the Commission on September 28, 2001, File No.
                  001-14521).

*4.8      --      2001 Global Performance Sharing Plan.

*4.9      --      1998 Stock and Performance Incentive Plan.

*4.10     --      1998 Key Employee Stock Performance Plan.

*4.11     --      Deferred Compensation Plan for Non-Employee Directors.

*4.12     --      1998 Global Performance Sharing Plan.

*5.1      --      Opinion of Baker Botts L.L.P. as to the legality of
                  securities.

*23.1     --      Consent of PricewaterhouseCoopers LLP.

*23.2     --      Consent of Ernst & Young LLP.

                                      II-3
6

*23.3     --      Consent of Baker Botts L.L.P. (contained in Exhibit 5.1).

*24.1     --      Powers of Attorney (included on the signature page of the
                  Registration Statement).

----------
*Filed herewith.

         The use of original issuance securities pursuant to the Thrift Plans is
not contemplated. If original issuance securities are hereafter offered and sold
pursuant to the Thrift Plans, an opinion of counsel will be filed by amendment.
The registrant will submit or has submitted the Thrift Plans and any amendment
thereto to the Internal Revenue Service ("IRS") in a timely manner and has made
or will make all changes required by the IRS in order to qualify the Thrift
Plans.

ITEM 9. UNDERTAKINGS.

         (a) 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;

                           (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. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) and any deviation from the low or high end of the
                  estimated maximum offering range may be reflected in the form
                  of prospectus filed with the Commission pursuant to Rule
                  424(b) of the Securities Act if, in the aggregate, the changes
                  in volume and price represent no more than a 20% change in the
                  maximum aggregate offering price set forth in the "Calculation
                  of Registration Fee" table in the effective 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 (a)(1)(i) and (a)(1)(ii) do not
         apply if the Registration Statement is on Form S-3 or Form S-8, and the
         information required to be included in a post-effective amendment by
         those paragraphs is contained in periodic reports filed with or
         furnished to the Commission by the registrant pursuant to Section 13 or
         15(d) of the Exchange Act that are incorporated by reference in the
         Registration Statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act, each such post-effective amendment shall be deemed
         to be a new registration statement relating to the 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.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new

                                      II-4
7

registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act 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 by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      II-5
8

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the undersigned Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas, on October 5,
2001.

                                       CONOCO INC.

                                       By: /s/ Robert W. Goldman
                                           -----------------------------------
                                           Robert W. Goldman
                                           Senior Vice President, Finance, and
                                           Chief Financial Officer

                                POWER OF ATTORNEY

         Each person whose signature appears below appoints Archie W. Dunham,
Chairman, President and Chief Executive Officer of Conoco, Robert W. Goldman,
Senior Vice President, Finance, and Chief Financial Officer of Conoco, and Rick
A. Harrington, Senior Vice President, Legal, and General Counsel of Conoco, and
each of them, severally, as his or her true and lawful attorney or
attorneys-in-fact and agent or agents, each of whom shall be authorized to act
with or without the other, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead in his or her capacity as
a director or officer or both, as the case may be, of Conoco, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement and to file the same with the Securities and Exchange Commission, with
full power and authority to each of said attorneys-in-fact and agents to do and
perform in the name and on behalf of each such director or officer, or both, as
the case may be, each and every act whatsoever that is necessary, appropriate or
advisable in connection with any or all of the above-described matters and to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them or their
substitutes, 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 BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED AND ON OCTOBER 5, 2001.
SIGNATURE                                         TITLE
            ---------                                         -----
/s/ Archie W. Dunham                 Chairman, President and Chief Executive Officer
-----------------------------------       (Principal Executive Officer)
     Archie W. Dunham

     /s/ Robert W. Goldman                Senior Vice President, Finance, and Chief Financial
-----------------------------------       Officer (Principal Financial Officer)
     Robert W. Goldman

     /s/ W. David Welch                   Controller and Principal Accounting Officer
-----------------------------------
     W. David Welch

     /s/ Kenneth M. Duberstein            Director
-----------------------------------
     Kenneth M. Duberstein

     /s/ Ruth R. Harkin                   Director
-----------------------------------
     Ruth R. Harkin

     /s/ Charles C. Krulak                Director
-----------------------------------
     Charles C. Krulak
II-6
9
/s/ Frank A. McPherson               Director
-----------------------------------
     Frank A. McPherson

     /s/ William K. Reilly                Director
-----------------------------------
     William K. Reilly

                                          Director
-----------------------------------
     William R. Rhodes

     /s/ A. R. Sanchez, Jr.               Director
-----------------------------------
     A.R. Sanchez, Jr.

     /s/ Franklin A. Thomas               Director
-----------------------------------
     Franklin A. Thomas
II-7
10

The Plans. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the Thrift Plans) have duly caused
this registration statement to be signed on behalf of the Thrift Plans by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on October 5, 2001.

                                THRIFT PLAN FOR RETAIL EMPLOYEES OF CONOCO INC.
                                THRIFT PLAN FOR EMPLOYEES OF CONOCO INC.
                                CONOCO INC. SALARY DEFERRAL & SAVINGS
                                RESTORATION PLAN
                                (Plans)

                                By: /s/ THOMAS C. KNUDSON
                                   ---------------------------------------------
                                   Name: Thomas C. Knudson
                                   Title: Vice President, Human Resources
                                          of Conoco Inc.

                                      II-8
11

                                  EXHIBIT INDEX
EXHIBIT
NUMBER            DESCRIPTION
------            -----------
4.1    --       Restated Certificate of Incorporation of Conoco (incorporated
                  by reference to Appendix B filed as part of Conoco's Proxy
                  Statement filed with the Commission on August 3, 2001, File
                  No. 001-14521).

  4.2    --       Bylaws of Conoco, as amended as of September 4, 2001
                  (incorporated by reference to Exhibit 3.3 of Conoco's
                  Registration Statement on Form S-3, as amended by Amendment
                  No. 1 thereto, Registration No. 333-67004).

  4.3    --       Form of certificate representing Common Stock (incorporated by
                  reference to Exhibit 4.1 of Conoco's Registration Statement on
                  Form 8-A filed with the Commission on September 28, 2001, File
                  No. 001-14521).

  4.4    --       Rights Agreement dated as of October 19, 1998 between Conoco
                  and EquiServe Trust Company, N.A., as successor rights agent
                  to First Chicago Trust Company of New York (the "Rights
                  Agent") (incorporated by reference to Exhibit 4.4 of Conoco's
                  Registration Statement on Form S-8, Registration No.
                  333-65977).

  4.5    --       Amendment to Rights Agreement dated as of October 20, 1998
                  between Conoco and the Rights Agent (incorporated by reference
                  to Exhibit 4.6 of Conoco's Registration Statement on Form S-8,
                  Registration No. 333-65977).

  4.6    --       Second Amendment to Rights Agreement dated as of July 29, 1999
                  between Conoco and the Rights Agent (incorporated by reference
                  to Exhibit 4.1 of Conoco's Form 10-Q for the quarterly period
                  ended June 30, 1999, File No. 001-14521).

  4.7    --       Form of Third Amendment to Rights Agreement between Conoco and
                  the Rights Agent, which includes as Exhibit A the form
                  Certificate of Designations, Preferences and Rights of Series
                  A Junior Participating Preferred Stock, as Exhibit B the form
                  of Rights Certificate and as Exhibit D the Summary of Rights
                  to Purchase Preferred Stock (incorporated by reference to
                  Exhibit 4.5 of Conoco's Registration Statement on Form 8-A
                  filed with the Commission on September 28, 2001, File No.
                  001-14521).

 *4.8    --       2001 Global Performance Sharing Plan.

 *4.9    --       1998 Stock and Performance Incentive Plan.

 *4.10   --       1998 Key Employee Stock Performance Plan.

 *4.11   --       Deferred Compensation Plan for Non-Employee Directors.

 *4.12   --       1998 Global Performance Sharing Plan.

 *5.1    --       Opinion of Baker Botts L.L.P. as to the legality of securities.

 *23.1   --       Consent of PricewaterhouseCoopers LLP.

 *23.2   --       Consent of Ernst & Young LLP.

 *23.3   --       Consent of Baker Botts L.L.P. (contained in Exhibit 5.1).

 *24.1   --       Powers of Attorney (included on the signature page of the
                  Registration Statement).
----------
*Filed herewith.