<PAGE>   1



  As filed with the Securities and Exchange Commission on June 17, 1999
                                                     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)

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

                                  CONOCO INC.
                   1998 STOCK AND PERFORMANCE INCENTIVE PLAN
                            (Full title of the plan)

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

                                R.A. HARRINGTON
               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>
====================================================================================================================================
                                                                         PROPOSED MAXIMUM    PROPOSED MAXIMUM
                                                       AMOUNT TO BE     OFFERING PRICE PER  AGGREGATE OFFERING        AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED                  REGISTERED (2)        SHARE (3)            PRICE (3)         REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>
Class B common stock, par value $.01 per share(1)      20,724,000           $27.844            $577,039,060          $160,416.86
====================================================================================================================================
</TABLE>

(1) Includes the associated rights to purchase preferred stock, which initially
    are attached to and trade with the shares of Class B common stock being
    registered hereby.

(2) Consists of the number of shares of Class B common stock reserved for
    issuance pursuant to the Conoco Inc. 1998 Stock and Performance Incentive
    Plan, as amended (the "Plan").

(3) For the purposes of computing the registration fee, Rule 457(h) under the
    Securities Act of 1933, as amended (the "Securities Act"), provides that
    the fee may be computed either (i) upon the basis of the market price of
    securities of the same class or (ii) if there is no market for the
    securities to be offered, the book value of such securities. Although there
    is no market for the Class B common stock, Conoco estimates in good faith
    that, in accordance with the provisions of Rule 457(c), the maximum
    offering price of the Class B common stock registered hereunder is equal to
    the average of the high and low prices reported on the New York Stock
    Exchange for the Class A common stock on June 11, 1999.

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

<PAGE>   2


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


         Note: The document(s) containing the information concerning the Conoco
Inc. 1998 Stock and Performance Incentive Plan, as amended (the "Plan"),
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. 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. Conoco Inc. will maintain a file of such documents in
accordance with the provisions of Rule 428. Upon request, Conoco Inc. 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, which Conoco Inc. has filed with the
Commission pursuant to the Securities Act and the Securities Exchange Act of
1934, as amended (the "Exchange Act") (File No. 001-14521), are incorporated in
this registration statement by reference and shall be deemed to be a part
hereof:

                  (1) Conoco Inc.'s Annual Report on Form 10-K for the fiscal
         year ended December 31, 1998, as amended by Amendment No. 1 on Form
         10-K/A;

                  (2) Conoco Inc.'s Current Report on Form 8-K, as filed with
         the Commission on March 23, 1999;

                  (3) Conoco Inc.'s Current Report on Form 8-K, as filed with
         the Commission on April 16, 1999;

                  (4) Conoco Inc.'s Quarterly Report on Form 10-Q for the
         period ended March 31, 1999; and

                  (5) the description of Conoco Inc.'s Class B common stock,
         par value $.01 per share, contained in Conoco Inc.'s registration
         statement on Form 8-A, as thereafter amended from time to time for the
         purpose of updating, changing or modifying such description.

         All documents filed by Conoco Inc. 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.

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

                                      II-1

<PAGE>   4


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 Inc.'s Certificate of Incorporation provides
that no director shall be personally liable to Conoco Inc. 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 Inc. 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 the Conoco Inc. for or with respect to any
acts or omissions of such director occurring prior to such amendment or repeal.
Conoco Inc.'s By-laws provide for indemnification of directors and officers to
the maximum extent permitted by Delaware law.

         Conoco Inc. has entered into indemnification agreements with each of
its directors. Such agreements provide that, to the fullest extent permitted by
applicable law, Conoco Inc. shall indemnify and hold each director harmless
from and against any and all losses and expenses whatsoever (1) arising out of
any event or occurrence related to the fact that such director is or was a
director or officer of Conoco, Inc., is or was serving in another capacity with
Conoco Inc., consented to be named as a person to be elected as a director of
Conoco Inc. in connection with Conoco Inc.'s initial public offering of the
common stock, or by reason of anything done or not done by such director in
such capacity, and (2) incurred in connection with any threatened, pending or
completed legal proceeding.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

                                      II-2

<PAGE>   5


ITEM 8.  EXHIBITS.

Exhibit
Number                              Document Description
-------                             --------------------
  4.1    --    Second Amended and Restated Certificate of Incorporation of
               Conoco Inc. (incorporated by reference to Exhibit 3.1 of the
               Quarterly Report of Conoco Inc. on Form 10-Q for the quarterly
               period ended September 30, 1998, File No. 001-14521).

  4.2    --    By-laws of Conoco Inc., as amended May 12, 1999 (incorporated by
               reference to Exhibit 3.2 of the Quarterly Report of Conoco Inc.
               on Form 10-Q for the quarterly period ended March 31, 1999, File
               No. 001-14521).

  4.3    --    Form of certificate representing Conoco Inc. Class B common
               stock (incorporated by reference to Exhibit 4.2 of the
               registration statement of Conoco Inc. on Form S-1, Registration
               No. 333-60119).

  4.4    --    Rights Agreement dated as of October 19, 1998 between Conoco
               Inc. and First Chicago Trust Company of New York, as Rights
               Agent, which includes as Exhibit A the form of Certificate of
               Designations, Preferences and Rights of Series A Junior
               Participating Preferred Stock, as Exhibit C the form of Class B
               Rights Certificate and as Exhibit D the Summary of Rights to
               Purchase Preferred Stock (incorporated by reference to Exhibit
               4.4 of the registration statement of Conoco Inc. on Form S-8,
               Registration No. 333-65977).

  4.5    --    Certificate of Designations, Preferences and Rights of Series A
               Junior Participating Preferred Stock (incorporated by reference
               to Exhibit 4.5 of the registration statement of Conoco Inc. on
               Form S-8, Registration No. 333-65977).

  4.6    --    Amendment to Rights Agreement dated as of October 20, 1998
               between Conoco Inc. and First Chicago Trust Company of New York,
               as Rights Agent (incorporated by reference to Exhibit 4.6 of the
               registration statement of Conoco Inc. on Form S-8, Registration
               No. 333-65977).

  4.7    --    Conoco Inc. 1998 Stock and Performance Incentive Plan, as
               amended May 12, 1999 (incorporated by reference to Exhibit 10.2
               of the Quarterly Report of Conoco Inc. on Form 10-Q for the
               quarterly period ended March 31, 1999, File No. 001-14521).

 *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 Baker & Botts, L.L.P. (contained in Exhibit 5.1).

*24.1    --    Powers of Attorney (included on the signature page of this
               registration statement).

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

*        Filed herewith.

ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned registrant hereby undertakes:

                                      II-3

<PAGE>   6


                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this registration statement:


                      (i) To include any prospectus required by section
                  10(a)(3) of the Securities Act of 1933;

                      (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration
                  statement (or the most recent post-effective amendment
                  thereof) which, individually or in the aggregate, represent a
                  fundamental change in the information set forth in the
                  registration statement. 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 Securities
                  and Exchange Commission pursuant to Rule 424(b) of the
                  Securities Act of 1933 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 by the
         registrant pursuant to section 13 or section 15(d) of the Securities
         Exchange Act of 1934 that are incorporated by reference in the
         registration statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act of 1933, each such post-effective amendment shall
         be deemed to be a new registration statement relating to the
         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 of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement 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.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and
will be governed by the final adjudication of such issue.

                                      II-4

<PAGE>   7


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-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 ______________,
1999.

                                       CONOCO INC.


                                       By: /s/ Archie W. Dunham
                                           -------------------------------------
                                           Archie W. Dunham
                                           President and Chief Executive Officer


                               POWER OF ATTORNEY

         Each person whose signature appears below appoints Archie W. Dunham,
Robert W. Goldman, Rick A. Harrington and Gary M. Pfeiffer, and each of them,
severally, as his 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 and in his name, place
and stead in his capacity as a director or officer or both, as the case may be,
of Conoco Inc., a Delaware corporation (the "Company"), to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and all documents or instruments necessary or appropriate to enable
the Company to comply with the Securities Act of 1933, 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 _______________, 1999.


<TABLE>
<CAPTION>
         SIGNATURE                   TITLE
         ---------                   -----

<S>                            <C>
   /s/ Archie W. Dunham        President, Chief Executive Officer and Director
----------------------------
     Archie W. Dunham


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


    /s/ W. David Welch         Controller (Principal Accounting Officer)
----------------------------
      W. David Welch


 /s/ Edgar S. Woolard, Jr.     Chairman of the Board and Director
----------------------------
   Edgar S. Woolard, Jr.
</TABLE>



<PAGE>   8


<TABLE>
<S>                            <C>
     /s/ Ruth R. Harkin        Director
----------------------------
       Ruth R. Harkin


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

    /s/ Gary M. Pfeiffer       Director
----------------------------
      Gary M. Pfeiffer


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


    /s/ William R. Rhodes      Director
----------------------------
      William R. Rhodes


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



<PAGE>   9


                                 EXHIBIT INDEX




<TABLE>
<CAPTION>
EXHIBIT NO.                            DESCRIPTION
-----------                            -----------

<S>            <C>
  4.1    --    Second Amended and Restated Certificate of Incorporation of
               Conoco Inc. (incorporated by reference to Exhibit 3.1 of the
               Quarterly Report of Conoco Inc. on Form 10-Q for the quarterly
               period ended September 30, 1998, File No. 001-14521).

  4.2    --    By-laws of Conoco Inc., as amended May 12, 1999 (incorporated by
               reference to Exhibit 3.2 of the Quarterly Report of Conoco Inc.
               on Form 10-Q for the quarterly period ended March 31, 1999, File
               No. 001-14521).

  4.3    --    Form of certificate representing Conoco Inc. Class B common
               stock (incorporated by reference to Exhibit 4.2 of the
               registration statement of Conoco Inc. on Form S-1, Registration
               No. 333-60119).

  4.4    --    Rights Agreement dated as of October 19, 1998 between Conoco
               Inc. and First Chicago Trust Company of New York, as Rights
               Agent, which includes as Exhibit A the form of Certificate of
               Designations, Preferences and Rights of Series A Junior
               Participating Preferred Stock, as Exhibit C the form of Class B
               Rights Certificate and as Exhibit D the Summary of Rights to
               Purchase Preferred Stock (incorporated by reference to Exhibit
               4.4 of the registration statement of Conoco Inc. on Form S-8,
               Registration No. 333-65977).

  4.5    --    Certificate of Designations, Preferences and Rights of Series A
               Junior Participating Preferred Stock (incorporated by reference
               to Exhibit 4.5 of the registration statement of Conoco Inc. on
               Form S-8, Registration No. 333-65977).

  4.6    --    Amendment to Rights Agreement dated as of October 20, 1998
               between Conoco Inc. and First Chicago Trust Company of New York,
               as Rights Agent (incorporated by reference to Exhibit 4.6 of the
               registration statement of Conoco Inc. on Form S-8, Registration
               No. 333-65977).

  4.7    --    Conoco Inc. 1998 Stock and Performance Incentive Plan, as
               amended May 12, 1999 (incorporated by reference to Exhibit 10.2
               of the Quarterly Report of Conoco Inc. on Form 10-Q for the
               quarterly period ended March 31, 1999, File No. 001-14521).

 *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 Baker & Botts, L.L.P. (contained in Exhibit 5.1).

*24.1    --    Powers of Attorney (included on the signature page of this
               registration statement).
</TABLE>

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

*        Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "CONOCO, INC.", "secsgml_size_bytes": 26701}]
{"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": "333-80953", "film-number": "99648259"}, "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 June 17, 1999
                                                     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)

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

                                  CONOCO INC.
                   1998 STOCK AND PERFORMANCE INCENTIVE PLAN
                            (Full title of the plan)

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

                                R.A. HARRINGTON
               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
====================================================================================================================================
                                                                         PROPOSED MAXIMUM    PROPOSED MAXIMUM
                                                       AMOUNT TO BE     OFFERING PRICE PER  AGGREGATE OFFERING        AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED                  REGISTERED (2)        SHARE (3)            PRICE (3)         REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
Class B common stock, par value $.01 per share(1)      20,724,000           $27.844            $577,039,060          $160,416.86
====================================================================================================================================
(1) Includes the associated rights to purchase preferred stock, which initially
    are attached to and trade with the shares of Class B common stock being
    registered hereby.

(2) Consists of the number of shares of Class B common stock reserved for
    issuance pursuant to the Conoco Inc. 1998 Stock and Performance Incentive
    Plan, as amended (the "Plan").

(3) For the purposes of computing the registration fee, Rule 457(h) under the
    Securities Act of 1933, as amended (the "Securities Act"), provides that
    the fee may be computed either (i) upon the basis of the market price of
    securities of the same class or (ii) if there is no market for the
    securities to be offered, the book value of such securities. Although there
    is no market for the Class B common stock, Conoco estimates in good faith
    that, in accordance with the provisions of Rule 457(c), the maximum
    offering price of the Class B common stock registered hereunder is equal to
    the average of the high and low prices reported on the New York Stock
    Exchange for the Class A common stock on June 11, 1999.

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

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Note: The document(s) containing the information concerning the Conoco
Inc. 1998 Stock and Performance Incentive Plan, as amended (the "Plan"),
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. 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. Conoco Inc. will maintain a file of such documents in
accordance with the provisions of Rule 428. Upon request, Conoco Inc. 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, which Conoco Inc. has filed with the
Commission pursuant to the Securities Act and the Securities Exchange Act of
1934, as amended (the "Exchange Act") (File No. 001-14521), are incorporated in
this registration statement by reference and shall be deemed to be a part
hereof:

                  (1) Conoco Inc.'s Annual Report on Form 10-K for the fiscal
         year ended December 31, 1998, as amended by Amendment No. 1 on Form
         10-K/A;

                  (2) Conoco Inc.'s Current Report on Form 8-K, as filed with
         the Commission on March 23, 1999;

                  (3) Conoco Inc.'s Current Report on Form 8-K, as filed with
         the Commission on April 16, 1999;

                  (4) Conoco Inc.'s Quarterly Report on Form 10-Q for the
         period ended March 31, 1999; and

                  (5) the description of Conoco Inc.'s Class B common stock,
         par value $.01 per share, contained in Conoco Inc.'s registration
         statement on Form 8-A, as thereafter amended from time to time for the
         purpose of updating, changing or modifying such description.

         All documents filed by Conoco Inc. 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.

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

                                      II-1
4

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 Inc.'s Certificate of Incorporation provides
that no director shall be personally liable to Conoco Inc. 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 Inc. 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 the Conoco Inc. for or with respect to any
acts or omissions of such director occurring prior to such amendment or repeal.
Conoco Inc.'s By-laws provide for indemnification of directors and officers to
the maximum extent permitted by Delaware law.

         Conoco Inc. has entered into indemnification agreements with each of
its directors. Such agreements provide that, to the fullest extent permitted by
applicable law, Conoco Inc. shall indemnify and hold each director harmless
from and against any and all losses and expenses whatsoever (1) arising out of
any event or occurrence related to the fact that such director is or was a
director or officer of Conoco, Inc., is or was serving in another capacity with
Conoco Inc., consented to be named as a person to be elected as a director of
Conoco Inc. in connection with Conoco Inc.'s initial public offering of the
common stock, or by reason of anything done or not done by such director in
such capacity, and (2) incurred in connection with any threatened, pending or
completed legal proceeding.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

                                      II-2
5

ITEM 8.  EXHIBITS.

Exhibit
Number                              Document Description
-------                             --------------------
  4.1    --    Second Amended and Restated Certificate of Incorporation of
               Conoco Inc. (incorporated by reference to Exhibit 3.1 of the
               Quarterly Report of Conoco Inc. on Form 10-Q for the quarterly
               period ended September 30, 1998, File No. 001-14521).

  4.2    --    By-laws of Conoco Inc., as amended May 12, 1999 (incorporated by
               reference to Exhibit 3.2 of the Quarterly Report of Conoco Inc.
               on Form 10-Q for the quarterly period ended March 31, 1999, File
               No. 001-14521).

  4.3    --    Form of certificate representing Conoco Inc. Class B common
               stock (incorporated by reference to Exhibit 4.2 of the
               registration statement of Conoco Inc. on Form S-1, Registration
               No. 333-60119).

  4.4    --    Rights Agreement dated as of October 19, 1998 between Conoco
               Inc. and First Chicago Trust Company of New York, as Rights
               Agent, which includes as Exhibit A the form of Certificate of
               Designations, Preferences and Rights of Series A Junior
               Participating Preferred Stock, as Exhibit C the form of Class B
               Rights Certificate and as Exhibit D the Summary of Rights to
               Purchase Preferred Stock (incorporated by reference to Exhibit
               4.4 of the registration statement of Conoco Inc. on Form S-8,
               Registration No. 333-65977).

  4.5    --    Certificate of Designations, Preferences and Rights of Series A
               Junior Participating Preferred Stock (incorporated by reference
               to Exhibit 4.5 of the registration statement of Conoco Inc. on
               Form S-8, Registration No. 333-65977).

  4.6    --    Amendment to Rights Agreement dated as of October 20, 1998
               between Conoco Inc. and First Chicago Trust Company of New York,
               as Rights Agent (incorporated by reference to Exhibit 4.6 of the
               registration statement of Conoco Inc. on Form S-8, Registration
               No. 333-65977).

  4.7    --    Conoco Inc. 1998 Stock and Performance Incentive Plan, as
               amended May 12, 1999 (incorporated by reference to Exhibit 10.2
               of the Quarterly Report of Conoco Inc. on Form 10-Q for the
               quarterly period ended March 31, 1999, File No. 001-14521).

 *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 Baker & Botts, L.L.P. (contained in Exhibit 5.1).

*24.1    --    Powers of Attorney (included on the signature page of this
               registration statement).

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

*        Filed herewith.

ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned registrant hereby undertakes:

                                      II-3
6

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this registration statement:

                      (i) To include any prospectus required by section
                  10(a)(3) of the Securities Act of 1933;

                      (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration
                  statement (or the most recent post-effective amendment
                  thereof) which, individually or in the aggregate, represent a
                  fundamental change in the information set forth in the
                  registration statement. 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 Securities
                  and Exchange Commission pursuant to Rule 424(b) of the
                  Securities Act of 1933 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 by the
         registrant pursuant to section 13 or section 15(d) of the Securities
         Exchange Act of 1934 that are incorporated by reference in the
         registration statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act of 1933, each such post-effective amendment shall
         be deemed to be a new registration statement relating to the
         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 of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement 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.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and
will be governed by the final adjudication of such issue.

                                      II-4
7

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-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 ______________,
1999.

                                       CONOCO INC.

                                       By: /s/ Archie W. Dunham
                                           -------------------------------------
                                           Archie W. Dunham
                                           President and Chief Executive Officer

                               POWER OF ATTORNEY

         Each person whose signature appears below appoints Archie W. Dunham,
Robert W. Goldman, Rick A. Harrington and Gary M. Pfeiffer, and each of them,
severally, as his 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 and in his name, place
and stead in his capacity as a director or officer or both, as the case may be,
of Conoco Inc., a Delaware corporation (the "Company"), to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and all documents or instruments necessary or appropriate to enable
the Company to comply with the Securities Act of 1933, 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 _______________, 1999.
SIGNATURE                   TITLE
         ---------                   -----
/s/ Archie W. Dunham        President, Chief Executive Officer and Director
----------------------------
     Archie W. Dunham

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

    /s/ W. David Welch         Controller (Principal Accounting Officer)
----------------------------
      W. David Welch

 /s/ Edgar S. Woolard, Jr.     Chairman of the Board and Director
----------------------------
   Edgar S. Woolard, Jr.
8
/s/ Ruth R. Harkin        Director
----------------------------
       Ruth R. Harkin

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

    /s/ Gary M. Pfeiffer       Director
----------------------------
      Gary M. Pfeiffer

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

    /s/ William R. Rhodes      Director
----------------------------
      William R. Rhodes

   /s/ Franklin A. Thomas      Director
----------------------------
     Franklin A. Thomas
9

                                 EXHIBIT INDEX
EXHIBIT NO.                            DESCRIPTION
-----------                            -----------
4.1    --    Second Amended and Restated Certificate of Incorporation of
               Conoco Inc. (incorporated by reference to Exhibit 3.1 of the
               Quarterly Report of Conoco Inc. on Form 10-Q for the quarterly
               period ended September 30, 1998, File No. 001-14521).

  4.2    --    By-laws of Conoco Inc., as amended May 12, 1999 (incorporated by
               reference to Exhibit 3.2 of the Quarterly Report of Conoco Inc.
               on Form 10-Q for the quarterly period ended March 31, 1999, File
               No. 001-14521).

  4.3    --    Form of certificate representing Conoco Inc. Class B common
               stock (incorporated by reference to Exhibit 4.2 of the
               registration statement of Conoco Inc. on Form S-1, Registration
               No. 333-60119).

  4.4    --    Rights Agreement dated as of October 19, 1998 between Conoco
               Inc. and First Chicago Trust Company of New York, as Rights
               Agent, which includes as Exhibit A the form of Certificate of
               Designations, Preferences and Rights of Series A Junior
               Participating Preferred Stock, as Exhibit C the form of Class B
               Rights Certificate and as Exhibit D the Summary of Rights to
               Purchase Preferred Stock (incorporated by reference to Exhibit
               4.4 of the registration statement of Conoco Inc. on Form S-8,
               Registration No. 333-65977).

  4.5    --    Certificate of Designations, Preferences and Rights of Series A
               Junior Participating Preferred Stock (incorporated by reference
               to Exhibit 4.5 of the registration statement of Conoco Inc. on
               Form S-8, Registration No. 333-65977).

  4.6    --    Amendment to Rights Agreement dated as of October 20, 1998
               between Conoco Inc. and First Chicago Trust Company of New York,
               as Rights Agent (incorporated by reference to Exhibit 4.6 of the
               registration statement of Conoco Inc. on Form S-8, Registration
               No. 333-65977).

  4.7    --    Conoco Inc. 1998 Stock and Performance Incentive Plan, as
               amended May 12, 1999 (incorporated by reference to Exhibit 10.2
               of the Quarterly Report of Conoco Inc. on Form 10-Q for the
               quarterly period ended March 31, 1999, File No. 001-14521).

 *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 Baker & Botts, L.L.P. (contained in Exhibit 5.1).

*24.1    --    Powers of Attorney (included on the signature page of this
               registration statement).
-----------------------

*        Filed herewith.