<PAGE>   1
    As filed with the Securities and Exchange Commission on October 22, 1998
                                                     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)

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

<TABLE>
                                                CALCULATION OF REGISTRATION FEE
<CAPTION>
====================================================================================================================================
                                                                            PROPOSED        PROPOSED MAXIMUM
                                                        AMOUNT TO BE    MAXIMUM OFFERING   AGGREGATE OFFERING       AMOUNT OF
         TITLE OF SECURITIES TO BE REGISTERED          REGISTERED (2)  PRICE PER SHARE          PRICE           REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>              <C>                 <C>                 <C>   
Class A Common Stock, par value $.01 per share(1).....  30,495,264            (3)           $615,467,291             $171,100
====================================================================================================================================
</TABLE>

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

(2)  Consists of the number of shares of Class A Common Stock reserved for
     issuance pursuant to the Conoco Inc. 1998 Stock and Performance Incentive
     Plan (the "Plan"), including without limitation shares issuable upon 
     exercise of options (the "Options") to purchase Class A Common Stock
     granted under the Plan upon surrender by the holders thereof of options to
     purchase common stock, par value $.30 per share, of E. I. du Pont de 
     Nemours and Company. The Options have been registered on a separate 
     Registration Statement of Conoco Inc. on Form S-1 (Registration No. 
     333-60119), and a filing fee was paid in connection therewith.

(3)  Estimated pursuant to Rules 457(c) and 457(h) under the Securities Act of
     1933, as amended (the "Securities Act"), solely for the purpose of
     computing the registration fee and based upon (a) the aggregate exercise
     price of the Options with respect to the shares of Class A Common Stock
     issuable upon exercise thereof ($155,467,291) and (b) with respect to the
     balance of the shares of Class A Common Stock registered hereby, the
     initial public offering price per share of Class A Common Stock of $23.00
     as set forth in the prospectus of Conoco Inc. relating thereto dated
     October 21, 1998 as filed with the Securities and Exchange Commission
     pursuant to Rule 424(b) under the Securities Act.

================================================================================
<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 (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, 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.

                                      -2-

<PAGE>   3



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which Conoco Inc., a Delaware corporation (the
"Company"), 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) The Company's prospectus dated October 21, 1998 as filed
         with the Commission pursuant to Rule 424(b) under the Securities Act;
         and

                  (2) The description of the Company's Class A Common Stock, par
         value $.01 per share (the "Common Stock"), contained in the Company's
         Registration Statement on Form 8-A filed on September 28, 1998, as
         thereafter amended from time to time for the purpose of updating,
         changing or modifying such description.

         All documents filed by the Company 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 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 required 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.


                                      II-1

<PAGE>   4
         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 personably liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
payments of unlawful dividends or unlawful stock repurchases or redemptions, or
(iv) for any transaction from which the director derived an improper personal
benefit.

         Article 5E(2) of the Registrant's Certificate of Incorporation provides
that no director shall be personally liable to the Company or any of its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
pursuant to section 174 of the Delaware General Corporation Law or (iv) for 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 Registrant for or with respect to any
acts or omissions of such director occurring prior to such amendment or repeal.
The Company's By-laws provide for indemnification of directors and officers to
the maximum extent permitted by Delaware law.

         The Company has entered into indemnification agreements with each of
its directors (collectively, "Indemnitees"). Such agreements provide that, to
the fullest extent permitted by applicable law, the Company shall indemnify and
hold each Indemnitee 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 Indemnitee is or was a director or officer of the Company, is or was
serving in another capacity with the Company, consented to be named as a person
to be elected as a director of the Company in connection with the Company's
initial public offering of the Common Stock, or by reason of anything done or
not done by such Indemnitee 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.

<TABLE>
<CAPTION>
Exhibit
Number                              Document Description
-------                             --------------------
<S>          <C>     <C>                                                    

  4.1        --      Second Amended and Restated Certificate of Incorporation of the Company.

  4.2        --      Bylaws of the Company, as amended.

  4.3        --      Form of certificate representing Class A Common Stock.

  4.4        --      Rights Agreement dated as of October 19, 1998 between the Company 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 B the form of Class A Rights Certificate and as Exhibit D the Summary of Rights to
                     Purchase Preferred Stock.

  4.5        --      Certificate of Designations, Preferences and Rights of Series A Junior Participating Preferred
                     Stock.

  4.6        --      Amendment to Rights Agreement dated as of October 20, 1998 between the Company and First Chicago
                     Trust Company of New York, as Rights Agent.

  4.7        --      Conoco Inc. 1998 Stock and Performance Incentive Plan.

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

 15.1        --      Awareness Letter of PricewaterhouseCoopers LLP.
</TABLE>


                                      II-2

<PAGE>   5



<TABLE>
<S>          <C>      <C>                                               
 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 the Registration Statement).
</TABLE>

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 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-3

<PAGE>   6



                                   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 October 22, 1998.

                                                 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 OCTOBER 22, 1998.

<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
       ---------------------------------------    Financial Officer (Principal Financial Officer and 
                  Robert W. Goldman               Principal Accounting Officer)                      
                                                  

              /s/    EDGAR S. WOOLARD, JR.        Chairman of the Board and Director
       ---------------------------------------
                  Edgar S. Woolard, Jr.


              /s/    GARY M. PFEIFFER             Director
       ---------------------------------------
                 Gary M. Pfeiffer
</TABLE>


                                      II-4
<PAGE>   7

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number                              Document Description                                                                
-------                             --------------------                                                                
<S>          <C>     <C>                                                                                               

  4.1        --      Second Amended and Restated Certificate of Incorporation of the Company.

  4.2        --      Bylaws of the Company, as amended.

  4.3        --      Form of certificate representing Class A Common Stock.

  4.4        --      Rights Agreement dated as of October 19, 1998 between the Company 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 B the form of Class A Rights Certificate and as Exhibit D the Summary of Rights to
                     Purchase Preferred Stock.

  4.5        --      Certificate of Designations, Preferences and Rights of Series A Junior Participating Preferred
                     Stock.

  4.6        --      Amendment to Rights Agreement dated as of October 20, 1998 between the Company and First Chicago
                     Trust Company of New York, as Rights Agent.

  4.7        --      Conoco Inc. 1998 Stock and Performance Incentive Plan.

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

 15.1        --      Awareness Letter of PricewaterhouseCoopers LLP.

 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 the
                     Registration Statement).
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "CONOCO INC.", "secsgml_size_bytes": 24267}]
{"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": "333-65977", "film-number": "98728875"}, "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 22, 1998
                                                     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        PROPOSED MAXIMUM
                                                        AMOUNT TO BE    MAXIMUM OFFERING   AGGREGATE OFFERING       AMOUNT OF
         TITLE OF SECURITIES TO BE REGISTERED          REGISTERED (2)  PRICE PER SHARE          PRICE           REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, par value $.01 per share(1).....  30,495,264            (3)           $615,467,291             $171,100
====================================================================================================================================
(1)  Includes the associated rights to purchase preferred stock, which initially
     are attached to and trade with the shares of Class A Common Stock being
     registered hereby.

(2)  Consists of the number of shares of Class A Common Stock reserved for
     issuance pursuant to the Conoco Inc. 1998 Stock and Performance Incentive
     Plan (the "Plan"), including without limitation shares issuable upon 
     exercise of options (the "Options") to purchase Class A Common Stock
     granted under the Plan upon surrender by the holders thereof of options to
     purchase common stock, par value $.30 per share, of E. I. du Pont de 
     Nemours and Company. The Options have been registered on a separate 
     Registration Statement of Conoco Inc. on Form S-1 (Registration No. 
     333-60119), and a filing fee was paid in connection therewith.

(3)  Estimated pursuant to Rules 457(c) and 457(h) under the Securities Act of
     1933, as amended (the "Securities Act"), solely for the purpose of
     computing the registration fee and based upon (a) the aggregate exercise
     price of the Options with respect to the shares of Class A Common Stock
     issuable upon exercise thereof ($155,467,291) and (b) with respect to the
     balance of the shares of Class A Common Stock registered hereby, the
     initial public offering price per share of Class A Common Stock of $23.00
     as set forth in the prospectus of Conoco Inc. relating thereto dated
     October 21, 1998 as filed with the Securities and Exchange Commission
     pursuant to Rule 424(b) under the Securities Act.

================================================================================
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 (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, 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.

                                      -2-
3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which Conoco Inc., a Delaware corporation (the
"Company"), 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) The Company's prospectus dated October 21, 1998 as filed
         with the Commission pursuant to Rule 424(b) under the Securities Act;
         and

                  (2) The description of the Company's Class A Common Stock, par
         value $.01 per share (the "Common Stock"), contained in the Company's
         Registration Statement on Form 8-A filed on September 28, 1998, as
         thereafter amended from time to time for the purpose of updating,
         changing or modifying such description.

         All documents filed by the Company 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 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 required 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.

                                      II-1
4
         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 personably liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
payments of unlawful dividends or unlawful stock repurchases or redemptions, or
(iv) for any transaction from which the director derived an improper personal
benefit.

         Article 5E(2) of the Registrant's Certificate of Incorporation provides
that no director shall be personally liable to the Company or any of its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
pursuant to section 174 of the Delaware General Corporation Law or (iv) for 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 Registrant for or with respect to any
acts or omissions of such director occurring prior to such amendment or repeal.
The Company's By-laws provide for indemnification of directors and officers to
the maximum extent permitted by Delaware law.

         The Company has entered into indemnification agreements with each of
its directors (collectively, "Indemnitees"). Such agreements provide that, to
the fullest extent permitted by applicable law, the Company shall indemnify and
hold each Indemnitee 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 Indemnitee is or was a director or officer of the Company, is or was
serving in another capacity with the Company, consented to be named as a person
to be elected as a director of the Company in connection with the Company's
initial public offering of the Common Stock, or by reason of anything done or
not done by such Indemnitee 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        --      Second Amended and Restated Certificate of Incorporation of the Company.

  4.2        --      Bylaws of the Company, as amended.

  4.3        --      Form of certificate representing Class A Common Stock.

  4.4        --      Rights Agreement dated as of October 19, 1998 between the Company 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 B the form of Class A Rights Certificate and as Exhibit D the Summary of Rights to
                     Purchase Preferred Stock.

  4.5        --      Certificate of Designations, Preferences and Rights of Series A Junior Participating Preferred
                     Stock.

  4.6        --      Amendment to Rights Agreement dated as of October 20, 1998 between the Company and First Chicago
                     Trust Company of New York, as Rights Agent.

  4.7        --      Conoco Inc. 1998 Stock and Performance Incentive Plan.

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

 15.1        --      Awareness Letter of PricewaterhouseCoopers LLP.
II-2
5
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 the Registration Statement).
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 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-3
6

                                   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 October 22, 1998.

                                                 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 OCTOBER 22, 1998.
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
       ---------------------------------------    Financial Officer (Principal Financial Officer and 
                  Robert W. Goldman               Principal Accounting Officer)                      
                                                  

              /s/    EDGAR S. WOOLARD, JR.        Chairman of the Board and Director
       ---------------------------------------
                  Edgar S. Woolard, Jr.

              /s/    GARY M. PFEIFFER             Director
       ---------------------------------------
                 Gary M. Pfeiffer
II-4
7

                                 EXHIBIT INDEX
Exhibit
Number                              Document Description                                                                
-------                             --------------------
4.1        --      Second Amended and Restated Certificate of Incorporation of the Company.

  4.2        --      Bylaws of the Company, as amended.

  4.3        --      Form of certificate representing Class A Common Stock.

  4.4        --      Rights Agreement dated as of October 19, 1998 between the Company 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 B the form of Class A Rights Certificate and as Exhibit D the Summary of Rights to
                     Purchase Preferred Stock.

  4.5        --      Certificate of Designations, Preferences and Rights of Series A Junior Participating Preferred
                     Stock.

  4.6        --      Amendment to Rights Agreement dated as of October 20, 1998 between the Company and First Chicago
                     Trust Company of New York, as Rights Agent.

  4.7        --      Conoco Inc. 1998 Stock and Performance Incentive Plan.

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

 15.1        --      Awareness Letter of PricewaterhouseCoopers LLP.

 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 the
                     Registration Statement).