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                                                                    EXHIBIT 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS

     We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated February 19, 2001 relating to the
consolidated financial statements of Conoco Inc., which appears in the Current
Report on Form 8-K dated February 22, 2001. We also consent to the incorporation
by reference of our report dated February 19, 2001 relating to the consolidated
financial statements which appears in Conoco Inc.'s Annual Report on Form 10-K
for the year ended December 31, 2000. We also consent to the incorporation by
reference of our report dated March 9, 2001 relating to the financial statement
schedule, which appears in Conoco Inc.'s Annual Report on Form 10-K for the year
ended December 31, 2000. We also consent to the reference to us under the
caption "Experts" in such Registration Statement.

/s/ PRICEWATERHOUSECOOPERS LLP

Houston, Texas
August 2, 2001