<PAGE>   1
      As filed with the Securities and Exchange Commission on June 1, 2001
                                                     Registration No. 333-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

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

                                   ----------

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

<TABLE>
<S>                                                          <C>
               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)
</TABLE>

                                   ----------

                                   CONOCO INC.
                      2001 GLOBAL PERFORMANCE SHARING PLAN
                            (Full title of the plan)

                                   ----------

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

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

                                   ----------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
====================================================================================================================================
                                                                          PROPOSED MAXIMUM    PROPOSED MAXIMUM
                                                         AMOUNT TO BE    OFFERING PRICE PER  AGGREGATE OFFERING       AMOUNT OF
         TITLE OF SECURITIES TO BE REGISTERED           REGISTERED (2)        SHARE (3)           PRICE (3)       REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>               <C>                 <C>                  <C>
Class B Common Stock, par value $.01 per share (1)         1,100,000           $29.15            $32,065,000          $8,016.25
====================================================================================================================================
</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)      Pursuant to Rule 416 of the Securities Act of 1933, this Registration
         Statement shall also cover such indeterminate number of additional
         shares as may become issuable under the plan as a result of the
         antidilution provisions of the plan.

(3)      Calculated in accordance with Rule 457(h)(1) of the Securities Act of
         1933 based upon the exercise price of the options to purchase Class B
         Common Stock stated in the plan.

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



<PAGE>   2


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


         Note: The document(s) containing the information concerning the Conoco
Inc. 2001 Global Performance Sharing 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, has
filed with the Commission pursuant to 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's Annual Report on Form 10-K for the fiscal year
         ended December 31, 2000;

                  (2) Conoco's Quarterly Report on Form 10-Q for the period
         ended March 31, 2001, as filed with the Commission on May 10, 2001;

                  (3) Conoco's Current Reports on Form 8-K, as filed with the
         Commission on February 22, 2001 and February 23, 2001; and

                  (4) The description of Conoco's Class B Common Stock, par
         value $.01 per share (the "Class B Common Stock"), and the associated
         rights to purchase preferred stock, which trade together with the Class
         B Common Stock, contained in Conoco's Registration Statement on Form
         8-A, filed with the Commission on June 18, 1999, as thereafter amended
         from time to time for the purpose of updating, changing or modifying
         such description.

         All documents filed by Conoco 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



                                      II-1
<PAGE>   4



indemnification only extends to expenses (including attorneys' fees) incurred in
connection with the defense or settlement of such action, and the statute
requires court approval before there can be any indemnification where the person
seeking indemnification has been found liable to the corporation. The statute
provides that it is not exclusive of other indemnification that may be granted
by a corporation's charter, by-laws, disinterested director vote, stockholder
vote, agreement or otherwise.

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

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

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

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

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

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

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

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

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

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

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

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

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.




                                      II-2
<PAGE>   5
ITEM 8. EXHIBITS.

     EXHIBIT
      NUMBER      DOCUMENT DESCRIPTION

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

       4.2    --  Bylaws of Conoco, as amended October 28, 1999 (incorporated
                  by reference to Exhibit 3.2 of Conoco's Registration Statement
                  on Form S-3, Registration No. 333-88573).

       4.3    --  Form of certificate representing Class B Common Stock
                  (incorporated by reference to Exhibit 4.2 of the Registration
                  Statement of Conoco on Form S-1, Registration No. 333-60119).

       4.4    --  Rights Agreement dated as of October 19, 1998 between
                  Conoco 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 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 on Form S-8, Registration No. 333-65977).

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

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

      *4.8    --  Conoco Inc. 2001 Global Performance Sharing Plan.

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

      *23.1   --  Consent of PricewaterhouseCoopers LLP.

      *23.2   --  Consent of 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;



                                      II-3
<PAGE>   6



                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the Registration
                  Statement. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) and any deviation from the low or high end of the
                  estimated maximum offering range may be reflected in the form
                  of prospectus filed with the Commission pursuant to Rule
                  424(b) of the Securities Act if, in the aggregate, the changes
                  in volume and price represent no more than a 20% change in the
                  maximum aggregate offering price set forth in the "Calculation
                  of Registration Fee" table in the effective Registration
                  Statement;

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the Registration Statement or any material change to such
                  information in the Registration Statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the Registration Statement is on Form S-3, Form S-8 or Form
         F-3, and the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed
         with or furnished to the Commission by the registrant pursuant to
         Section 13 or 15(d) of the Exchange Act that are incorporated by
         reference in the Registration Statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act, each such post-effective amendment shall be deemed
         to be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the 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, 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 1, 2001.

                              CONOCO INC.



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


                                POWER OF ATTORNEY

         Each person whose signature appears below appoints Archie W. Dunham,
Chairman, President and Chief Executive Officer of Conoco, Robert W. Goldman,
Senior Vice President, Finance, and Chief Financial Officer of Conoco, and Rick
A. Harrington, Senior Vice President, Legal, and General Counsel of Conoco, and
each of them, severally, as his or her true and lawful attorney or
attorneys-in-fact and agent or agents, each of whom shall be authorized to act
with or without the other, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead in his capacity as a
director or officer or both, as the case may be, of Conoco, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and all documents or instruments necessary or appropriate to enable Conoco to
comply with the Securities Act, and to file the same with the 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 1, 2001.

<TABLE>
<CAPTION>
            SIGNATURE                                                             TITLE
            ---------                                                             -----
<S>                                                          <C>
      /s/  Archie W. Dunham                                  Chairman, President and Chief Executive Officer
--------------------------------------------
         Archie W. Dunham                                    (Principal Executive Officer)

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

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

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

                                                             Director
--------------------------------------------
         Ruth R. Harkin

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




                                      II-5
<PAGE>   8


<TABLE>
<S>                                                          <C>
      /s/  Frank A. McPherson                                Director
--------------------------------------------
         Frank A. McPherson

                                                             Director
--------------------------------------------
         William K. Reilly

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

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

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

</TABLE>



                                      II-6
<PAGE>   9



                                  EXHIBIT INDEX



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

       4.2         --    Bylaws of Conoco, as amended October 28, 1999 (incorporated by reference to
                         Exhibit 3.2 of Conoco's Registration Statement on Form S-3, Registration No.
                         333-88573).

       4.3         --    Form of certificate representing Class B Common Stock (incorporated by
                         reference to Exhibit 4.2 of the Registration Statement of Conoco on Form S-1,
                         Registration No. 333-60119).

       4.4         --    Rights Agreement dated as of October 19, 1998 between Conoco 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 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 on Form S-8, Registration No. 333-65977).

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

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

      *4.8         --    Conoco Inc. 2001 Global Performance Sharing Plan.

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

     *23.1         --    Consent of PricewaterhouseCoopers LLP.

     *23.2         --    Consent of 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": "333-62108", "film-number": "1652701"}, "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 1, 2001
                                                     Registration No. 333-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

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

                                   ----------

                                   CONOCO INC.
             (Exact name of registrant as specified in its charter)
DELAWARE                                      51-0370352
    (State or other jurisdiction of                       (I.R.S. Employer
    incorporation or organization)                        Identification No.)

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

                                   CONOCO INC.
                      2001 GLOBAL PERFORMANCE SHARING PLAN
                            (Full title of the plan)

                                   ----------

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

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

                                   ----------

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                                          PROPOSED MAXIMUM    PROPOSED MAXIMUM
                                                         AMOUNT TO BE    OFFERING PRICE PER  AGGREGATE OFFERING       AMOUNT OF
         TITLE OF SECURITIES TO BE REGISTERED           REGISTERED (2)        SHARE (3)           PRICE (3)       REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
Class B Common Stock, par value $.01 per share (1)         1,100,000           $29.15            $32,065,000          $8,016.25
====================================================================================================================================
(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)      Pursuant to Rule 416 of the Securities Act of 1933, this Registration
         Statement shall also cover such indeterminate number of additional
         shares as may become issuable under the plan as a result of the
         antidilution provisions of the plan.

(3)      Calculated in accordance with Rule 457(h)(1) of the Securities Act of
         1933 based upon the exercise price of the options to purchase Class B
         Common Stock stated in the plan.

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

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Note: The document(s) containing the information concerning the Conoco
Inc. 2001 Global Performance Sharing 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, has
filed with the Commission pursuant to 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's Annual Report on Form 10-K for the fiscal year
         ended December 31, 2000;

                  (2) Conoco's Quarterly Report on Form 10-Q for the period
         ended March 31, 2001, as filed with the Commission on May 10, 2001;

                  (3) Conoco's Current Reports on Form 8-K, as filed with the
         Commission on February 22, 2001 and February 23, 2001; and

                  (4) The description of Conoco's Class B Common Stock, par
         value $.01 per share (the "Class B Common Stock"), and the associated
         rights to purchase preferred stock, which trade together with the Class
         B Common Stock, contained in Conoco's Registration Statement on Form
         8-A, filed with the Commission on June 18, 1999, as thereafter amended
         from time to time for the purpose of updating, changing or modifying
         such description.

         All documents filed by Conoco 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

                                      II-1
4

indemnification only extends to expenses (including attorneys' fees) incurred in
connection with the defense or settlement of such action, and the statute
requires court approval before there can be any indemnification where the person
seeking indemnification has been found liable to the corporation. The statute
provides that it is not exclusive of other indemnification that may be granted
by a corporation's charter, by-laws, disinterested director vote, stockholder
vote, agreement or otherwise.

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

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

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

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

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

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

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

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

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

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

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

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

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

                                      II-2
5
ITEM 8. EXHIBITS.

     EXHIBIT
      NUMBER      DOCUMENT DESCRIPTION

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

       4.2    --  Bylaws of Conoco, as amended October 28, 1999 (incorporated
                  by reference to Exhibit 3.2 of Conoco's Registration Statement
                  on Form S-3, Registration No. 333-88573).

       4.3    --  Form of certificate representing Class B Common Stock
                  (incorporated by reference to Exhibit 4.2 of the Registration
                  Statement of Conoco on Form S-1, Registration No. 333-60119).

       4.4    --  Rights Agreement dated as of October 19, 1998 between
                  Conoco 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 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 on Form S-8, Registration No. 333-65977).

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

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

      *4.8    --  Conoco Inc. 2001 Global Performance Sharing Plan.

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

      *23.1   --  Consent of PricewaterhouseCoopers LLP.

      *23.2   --  Consent of 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;

                                      II-3
6

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the Registration
                  Statement. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) and any deviation from the low or high end of the
                  estimated maximum offering range may be reflected in the form
                  of prospectus filed with the Commission pursuant to Rule
                  424(b) of the Securities Act if, in the aggregate, the changes
                  in volume and price represent no more than a 20% change in the
                  maximum aggregate offering price set forth in the "Calculation
                  of Registration Fee" table in the effective Registration
                  Statement;

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the Registration Statement or any material change to such
                  information in the Registration Statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the Registration Statement is on Form S-3, Form S-8 or Form
         F-3, and the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed
         with or furnished to the Commission by the registrant pursuant to
         Section 13 or 15(d) of the Exchange Act that are incorporated by
         reference in the Registration Statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act, each such post-effective amendment shall be deemed
         to be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the 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, 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 1, 2001.

                              CONOCO INC.

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

                                POWER OF ATTORNEY

         Each person whose signature appears below appoints Archie W. Dunham,
Chairman, President and Chief Executive Officer of Conoco, Robert W. Goldman,
Senior Vice President, Finance, and Chief Financial Officer of Conoco, and Rick
A. Harrington, Senior Vice President, Legal, and General Counsel of Conoco, and
each of them, severally, as his or her true and lawful attorney or
attorneys-in-fact and agent or agents, each of whom shall be authorized to act
with or without the other, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead in his capacity as a
director or officer or both, as the case may be, of Conoco, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and all documents or instruments necessary or appropriate to enable Conoco to
comply with the Securities Act, and to file the same with the 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 1, 2001.
SIGNATURE                                                             TITLE
            ---------                                                             -----
/s/  Archie W. Dunham                                  Chairman, President and Chief Executive Officer
--------------------------------------------
         Archie W. Dunham                                    (Principal Executive Officer)

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

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

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

                                                             Director
--------------------------------------------
         Ruth R. Harkin

      /s/  Charles C. Krulak                                 Director
--------------------------------------------
         Charles C. Krulak
II-5
8
/s/  Frank A. McPherson                                Director
--------------------------------------------
         Frank A. McPherson

                                                             Director
--------------------------------------------
         William K. Reilly

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

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

      /s/  A.R. Sanchez, Jr.                                 Director
--------------------------------------------
         A.R. Sanchez, Jr.
II-6
9

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

       4.2         --    Bylaws of Conoco, as amended October 28, 1999 (incorporated by reference to
                         Exhibit 3.2 of Conoco's Registration Statement on Form S-3, Registration No.
                         333-88573).

       4.3         --    Form of certificate representing Class B Common Stock (incorporated by
                         reference to Exhibit 4.2 of the Registration Statement of Conoco on Form S-1,
                         Registration No. 333-60119).

       4.4         --    Rights Agreement dated as of October 19, 1998 between Conoco 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 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 on Form S-8, Registration No. 333-65977).

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

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

      *4.8         --    Conoco Inc. 2001 Global Performance Sharing Plan.

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

     *23.1         --    Consent of PricewaterhouseCoopers LLP.

     *23.2         --    Consent of 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.