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                            SCHEDULE 14A INFORMATION
           PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
                      EXCHANGE ACT OF 1934 (AMENDMENT NO. )


Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ]  Preliminary Proxy Statement
[ ]  CONFIDENTIAL, FOR USE OF COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[ ]  Definitive Proxy Statement
[X]  Definitive Additional Materials
[ ]  Soliciting Material under Section 240.14a-12

                                   CONOCO INC.
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                (Name of Registrant as Specified in its Charter)


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    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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The following was distributed in Capsule Comments, Conocos employee newsletter,
on September 7, 2001 to Conocos employees:

Stock voting deadline nears

Employee shareholders are reminded that September 14 is the deadline for
voting on the combination of Conoco's common stock into a single class of
stock. The current dual-class structure was established in connection with
the IPO.
"All stockholders should recently have received proxy materials that
explain the change recommended by the company's board of directors and
contain instructions for voting," said Bob Goldman, senior vice president
for Finance and CFO. "It is very important that all employees who are
stockholders refer to the information in the proxy and vote their shares
by telephone, mail or online."
Results of the vote will be released following a special stockholders
meeting on September 21.