<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
            HOUSTON, TEXAS                                          77079
(Address of Principal Executive Offices)                          (Zip Code)

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

                                   CONOCO INC.
              DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
                            (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>
<CAPTION>
                                                CALCULATION OF REGISTRATION FEE
===============================================================================================================================
                                                                         PROPOSED        PROPOSED MAXIMUM
                                                   AMOUNT TO BE      MAXIMUM OFFERING   AGGREGATE OFFERING        AMOUNT OF
         TITLE OF SECURITIES TO BE REGISTERED       REGISTERED     PRICE PER SHARE (2)       PRICE (2)         REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>             <C>                   <C>                    <C>
Class B common stock, par value $.01 per share(1)     100,000            $27.844            $2,784,400             $774.06
===============================================================================================================================
</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)      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. Deferred Compensation Plan for Non-Employee Directors, 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. 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 registration statement of Conoco Inc. on
         Form S-1, Registration No. 333- 60119;

                  (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 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



                                      II-1
<PAGE>   4



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.

ITEM 8. EXHIBITS.

<TABLE>
<CAPTION>
Exhibit
Number                              Document 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).
</TABLE>



                                      II-2
<PAGE>   5
<TABLE>
<S>                   <C>
  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. Deferred Compensation Plan for Non-Employee
                      Directors, as amended May 12, 1999 (incorporated by
                      reference to Exhibit 10.1 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.

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


                                      II-3
<PAGE>   6



                  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 June 17, 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 June 17, 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
------------------------------   Financial Officer (Principal Financial Officer)
    Robert W. Goldman


   /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. Deferred Compensation Plan for Non-Employee
                      Directors, as amended May 12, 1999 (incorporated by
                      reference to Exhibit 10.1 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": 27518}]
{"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": "333-80955", "film-number": "99648260"}, "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
            HOUSTON, TEXAS                                          77079
(Address of Principal Executive Offices)                          (Zip Code)

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

                                   CONOCO INC.
              DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
                            (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     PRICE PER SHARE (2)       PRICE (2)         REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------------
Class B common stock, par value $.01 per share(1)     100,000            $27.844            $2,784,400             $774.06
===============================================================================================================================
(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)      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. Deferred Compensation Plan for Non-Employee Directors, 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. 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 registration statement of Conoco Inc. on
         Form S-1, Registration No. 333- 60119;

                  (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 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

                                      II-1
4

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.

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).
II-2
5
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. Deferred Compensation Plan for Non-Employee
                      Directors, as amended May 12, 1999 (incorporated by
                      reference to Exhibit 10.1 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:

                  (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

                                      II-3
6

                  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 June 17, 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 June 17, 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
------------------------------   Financial Officer (Principal Financial Officer)
    Robert W. Goldman

   /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. Deferred Compensation Plan for Non-Employee
                      Directors, as amended May 12, 1999 (incorporated by
                      reference to Exhibit 10.1 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.