1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): March 29, 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 and zip code) Registrant's telephone number, including area code: 281-293-1000 Page 1 of 4 2 This amendment to Form 8-K is filed to correct a typographical error to the last sentence of Exhibit 99.1 to the Form 8-K filed by Conoco Inc. on March 29, 2001. The reference to fourth quarter 2000 earnings should read "$.91" instead of "$.01." Item 9. Regulation FD Disclosure Conoco Inc. is hereby furnishing its outlook for first quarter earnings. A copy of this information is filed as Exhibit 99.1 to this Current Report on Form 8-K. Item 7. Financial Statements and Exhibits (c) Exhibits 99.1 Conoco Inc.'s outlook for first quarter earnings. SIGNATURES 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 hereunto duly authorized. CONOCO INC. By: /s/ ROBERT W. GOLDMAN -------------------------------------------- Robert W. Goldman Senior Vice President, Finance, and Chief Financial Officer Date: March 29, 2001 Page 2 of 4 3 EXHIBIT NO. DESCRIPTION OF EXHIBIT ----------- ---------------------- 99.1 Conoco Inc.'s outlook for first quarter earnings. Page 3 of 4