EXHIBIT 23.2



                 CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS

We consent to the inclusion of our report dated February 20, 2001 with respect
to the consolidated financial statements of Gulf Canada Resources Limited ("Gulf
Canada") included in the Current Report on Form 8-K/A Amendment No. 1 of Conoco
Inc. dated September 7, 2001.

We consent to the incorporation by reference in the Registration Statements on
Form S-8 (Nos. 333-65977 and 333-80953) of Conoco Inc. pertaining to the 1998
Stock and Performance Incentive Plan of our report dated February 20, 2001 with
respect to the consolidated financial statements of Gulf Canada included in the
Current Report on Form 8-K/A Amendment No. 1 of Conoco Inc. dated September 7,
2001.

We consent to the incorporation by reference in the Registration Statements on
Form S-8 (Nos. 333-65979 and 333-80955) of Conoco Inc. pertaining to the
Deferred Compensation Plan for Non-Employee Directors of our report dated
February 20, 2001 with respect to the consolidated financial statements of Gulf
Canada included in the Current Report on Form 8-K/A Amendment No. 1 of Conoco
Inc. dated September 7, 2001.

We consent to the incorporation by reference in the Registration Statements on
Form S-8 (Nos. 333-65983 and 333-80957) of Conoco Inc. pertaining to the Thrift
Plan for Employees of Conoco Inc. and the Salary Deferral & Savings Restoration
Plan of our report dated February 20, 2001 with respect to the consolidated
financial statements of Gulf Canada included in the Current Report on Form 8-K/A
Amendment No. 1 of Conoco Inc. dated September 7, 2001.

We consent to the incorporation by reference in the Registration Statements on
Form S-8 (Nos. 333-65985 and 333-80951) of Conoco Inc. pertaining to the 1998
Key Employee Stock Performance Plan of our report dated February 20, 2001 with
respect to the consolidated financial statements of Gulf Canada included in the
Current Report on Form 8-K/A Amendment No. 1 of Conoco Inc. dated September 7,
2001.

We consent to the incorporation by reference in the Registration Statements on
Form S-8 (Nos. 333-69253 and 333-80959) of Conoco Inc. pertaining to the Thrift
Plan for Retail Employees of Conoco Inc. of our report dated February 20, 2001
with respect to the consolidated financial statements of Gulf Canada included in
the Current Report on Form 8-K/A Amendment No. 1 of Conoco Inc. dated September
7, 2001.

We consent to the incorporation by reference in the Registration Statement on
Form S-8 (No. 333-62108) of Conoco Inc. pertaining to the 2001 Global
Performance Sharing Plan of our report dated February 20, 2001 with respect to
the consolidated financial statements of Gulf Canada included in the Current
Report on Form 8-K/A Amendment No. 1 of Conoco Inc. dated September 7, 2001.


We consent to the incorporation by reference in the Registration Statements on
Form S-3 (Nos. 333-88573 and 333-67004) of Conoco Inc. pertaining to Conoco
Connection of our report dated February 20, 2001 with respect to the
consolidated financial statements of Gulf Canada included in the Current Report
on Form 8-K/A Amendment No. 1 of Conoco Inc. dated September 7, 2001.


                                        /s/ Ernst & Young LLP
                                        ---------------------------------
Calgary, Canada                         Chartered Accountants
September 7, 2001