EXHIBIT 23


                      CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 333-80957) of Conoco Inc. of our report dated May
17,2001 relating to the financial statements of the Thrift Plan for Employees of
Conoco Inc., which appears in this Form 11-K.




PRICEWATERHOUSECOOPERS LLP
Houston, Texas
June 7, 2001