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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT

    PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934


       Date of Report (date of earliest event reported): FEBRUARY 22, 2001


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

             DELAWARE                    1-14521                (51-0370352)
(State or other jurisdiction of        (Commission            (I.R.S. Employer
         incorporation)                File Number)          Identification No.)


                          600 NORTH DAIRY ASHFORD ROAD
                              HOUSTON, TEXAS 77079
                    (Address of principal executive offices)

        Registrant's telephone number, including area code: 281-293-1000




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         Item 7. Financial Statements and Exhibits

                  (c) Exhibits

                      23.1 Consent of PricewaterhouseCoopers LLP

                      99.1 Conoco Inc.'s Audited 2000 Consolidated Financial
                           Statements


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                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                             CONOCO INC.
                                             (Registrant)


                                             By: /s/ W. DAVID WELCH
                                                --------------------------------
                                                     W. David Welch
                                                (As Duly Authorized Officer and
                                                   Principal Accounting Officer)


Date: February 22, 2001

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                                  EXHIBIT INDEX



EXHIBIT
NUMBER         DESCRIPTION
- -------        -----------
            
23.1           Consent of PricewaterhouseCoopers LLP

99.1           Conoco Inc.'s Audited 2000 Consolidated Financial Statements