<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 KEY EMPLOYEE STOCK PERFORMANCE PLAN
                            (Full title of the plan)

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

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

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

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=================================================================================================================================
                                                                           PROPOSED        PROPOSED MAXIMUM
                                                     AMOUNT TO BE      MAXIMUM OFFERING   AGGREGATE OFFERING        AMOUNT OF
         TITLE OF SECURITIES TO BE REGISTERED       REGISTERED (2)    PRICE PER SHARE           PRICE (3)        REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>               <C>                 <C>                    <C>
Class A Common Stock, par value $.01 per share(1).. 31,857,920                     (3)       $622,193,203            $172,970
=================================================================================================================================
</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 Key Employee Stock Performance
     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 ($208,193,203) 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 Key Employee Stock Performance 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.


<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.


Exhibit
Number                              Document Description

  4.1          --   Second Amended and Restated Certificate of Incorporation of
                    the Company (incorporated by reference to Exhibit 4.1 of the
                    Registration Statement of the Company on Form S-8 relating
                    to the Conoco Inc. 1998 Stock and Performance Incentive
                    Plan, as filed with the Commission on October 22, 1998).

  4.2          --   Bylaws of the Company, as amended (incorporated by reference
                    to Exhibit 4.2 of the Registration Statement of the Company
                    on Form S-8 relating to the Conoco Inc. 1998 Stock and
                    Performance Incentive Plan, as filed with the Commission on
                    October 22, 1998).

  4.3          --   Form of certificate representing Class A Common Stock
                    (incorporated by reference to Exhibit 4.3 of the
                    Registration Statement of the Company on Form S-8 relating
                    to the Conoco Inc. 1998 Stock and Performance Incentive
                    Plan, as filed with the Commission on October 22, 1998).

  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 (incorporated
                    by reference to Exhibit 4.4 of the Registration Statement of
                    the Company on Form S-8 relating to the Conoco Inc. 1998
                    Stock and Performance Incentive Plan, as filed with the
                    Commission on October 22, 1998).


                                      II-2
<PAGE>   5
  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
                    the Company on Form S-8 relating to the Conoco Inc. 1998
                    Stock and Performance Incentive Plan, as filed with the
                    Commission on October 22, 1998).

  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 (incorporated by reference to Exhibit
                    4.6 of the Registration Statement of the Company on Form S-8
                    relating to the Conoco Inc. 1998 Stock and Performance
                    Incentive Plan, as filed with the Commission on October 22,
                    1998).

 *4.7       --      Conoco Inc. 1998 Key Employee Stock Performance 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).
---------------
*        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 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.



                                      II-3
<PAGE>   6
         (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 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>


<PAGE>   8
                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
EXHIBIT NO.                                 DESCRIPTION                                                 
-----------                                 -----------                                                 
<S>                      <C>                                                                        
      4.1      --        Second Amended and Restated Certificate of Incorporation of the         
                         Company (incorporated by reference to Exhibit 4.1 of the         
                         Registration Statement of the Company on Form S-8 relating to    
                         the Conoco Inc. 1998 Stock and Performance Incentive Plan, as    
                         filed with the Commission on October 22, 1998).                  
                                                                                          
      4.2      --        Bylaws of the Company, as amended (incorporated by               
                         reference to Exhibit 4.2 of the Registration Statement of the    
                         Company on Form S-8 relating to the Conoco Inc. 1998 Stock and   
                         Performance Incentive Plan, as filed with the Commission on      
                         October 22, 1998).                                               
                                                                                          
      4.3      --        Form of certificate representing Class A Common Stock            
                         (incorporated by reference to Exhibit 4.3 of the Registration    
                         Statement of the Company on Form S-8 relating to the Conoco      
                         Inc. 1998 Stock and Performance Incentive Plan, as filed with    
                         the Commission on October 22, 1998).                             
                                                                                          
      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 (incorporated by reference to Exhibit   
                         4.4 of the Registration Statement of the Company on Form S-8     
                         relating to the Conoco Inc. 1998 Stock and Performance           
                         Incentive Plan, as filed with the Commission on October 22,      
                         1998).                                                           
                                                                                          
      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 the    
                         Company on Form S-8 relating to the Conoco Inc. 1998 Stock and   
                         Performance Incentive Plan, as filed with the Commission on      
                         October 22, 1998).                                               
                                                                                          
       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 (incorporated by reference to Exhibit
                         4.6 of the Registration Statement of the Company on Form S-8
                         relating to the Conoco Inc. 1998 Stock and Performance
                         Incentive Plan, as filed with the Commission on October 22,
                         1998).


      *4.7     --        Conoco Inc. 1998 Key Employee Stock Performance 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>


----------
*        Filed herewith.
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{"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": "333-65985", "film-number": "98728896"}, "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 KEY EMPLOYEE STOCK PERFORMANCE 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 (3)        REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, par value $.01 per share(1).. 31,857,920                     (3)       $622,193,203            $172,970
=================================================================================================================================
(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 Key Employee Stock Performance
     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 ($208,193,203) 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 Key Employee Stock Performance 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.
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 (incorporated by reference to Exhibit 4.1 of the
                    Registration Statement of the Company on Form S-8 relating
                    to the Conoco Inc. 1998 Stock and Performance Incentive
                    Plan, as filed with the Commission on October 22, 1998).

  4.2          --   Bylaws of the Company, as amended (incorporated by reference
                    to Exhibit 4.2 of the Registration Statement of the Company
                    on Form S-8 relating to the Conoco Inc. 1998 Stock and
                    Performance Incentive Plan, as filed with the Commission on
                    October 22, 1998).

  4.3          --   Form of certificate representing Class A Common Stock
                    (incorporated by reference to Exhibit 4.3 of the
                    Registration Statement of the Company on Form S-8 relating
                    to the Conoco Inc. 1998 Stock and Performance Incentive
                    Plan, as filed with the Commission on October 22, 1998).

  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 (incorporated
                    by reference to Exhibit 4.4 of the Registration Statement of
                    the Company on Form S-8 relating to the Conoco Inc. 1998
                    Stock and Performance Incentive Plan, as filed with the
                    Commission on October 22, 1998).

                                      II-2
5
  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
                    the Company on Form S-8 relating to the Conoco Inc. 1998
                    Stock and Performance Incentive Plan, as filed with the
                    Commission on October 22, 1998).

  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 (incorporated by reference to Exhibit
                    4.6 of the Registration Statement of the Company on Form S-8
                    relating to the Conoco Inc. 1998 Stock and Performance
                    Incentive Plan, as filed with the Commission on October 22,
                    1998).

 *4.7       --      Conoco Inc. 1998 Key Employee Stock Performance 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).
---------------
*        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 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.

                                      II-3
6
         (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 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
8
                                 EXHIBIT INDEX
EXHIBIT NO.                                 DESCRIPTION                                                 
-----------                                 -----------
4.1      --        Second Amended and Restated Certificate of Incorporation of the         
                         Company (incorporated by reference to Exhibit 4.1 of the         
                         Registration Statement of the Company on Form S-8 relating to    
                         the Conoco Inc. 1998 Stock and Performance Incentive Plan, as    
                         filed with the Commission on October 22, 1998).                  
                                                                                          
      4.2      --        Bylaws of the Company, as amended (incorporated by               
                         reference to Exhibit 4.2 of the Registration Statement of the    
                         Company on Form S-8 relating to the Conoco Inc. 1998 Stock and   
                         Performance Incentive Plan, as filed with the Commission on      
                         October 22, 1998).                                               
                                                                                          
      4.3      --        Form of certificate representing Class A Common Stock            
                         (incorporated by reference to Exhibit 4.3 of the Registration    
                         Statement of the Company on Form S-8 relating to the Conoco      
                         Inc. 1998 Stock and Performance Incentive Plan, as filed with    
                         the Commission on October 22, 1998).                             
                                                                                          
      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 (incorporated by reference to Exhibit   
                         4.4 of the Registration Statement of the Company on Form S-8     
                         relating to the Conoco Inc. 1998 Stock and Performance           
                         Incentive Plan, as filed with the Commission on October 22,      
                         1998).                                                           
                                                                                          
      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 the    
                         Company on Form S-8 relating to the Conoco Inc. 1998 Stock and   
                         Performance Incentive Plan, as filed with the Commission on      
                         October 22, 1998).                                               
                                                                                          
       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 (incorporated by reference to Exhibit
                         4.6 of the Registration Statement of the Company on Form S-8
                         relating to the Conoco Inc. 1998 Stock and Performance
                         Incentive Plan, as filed with the Commission on October 22,
                         1998).

      *4.7     --        Conoco Inc. 1998 Key Employee Stock Performance 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).
----------
*        Filed herewith.