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EXHIBIT 25.1

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2) ___

BANK ONE, N.A.

Not Applicable 31-4148768
(State of Incorporation (I.R.S. Employer
if not a U.S. National Bank) Identification No.)

100 East Broad Street, Columbus, Ohio 43271-0181
(Address of trustee's principal executive offices) (Zip Code)

c/o Bank One Trust Company, NA
100 East Broad Street, Columbus, Ohio 43271-0181
(614) 248-6229
(Name, address and telephone number of agent for service)

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

Delaware 51-0370352
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

600 North Dairy Ashford 77079
Houston, TX (Zip Code)
(Address of principal executive office)

Debt Securities
(Title of the indenture securities)

GENERAL

1. GENERAL INFORMATION.
FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING
AUTHORITY TO WHICH IT IS SUBJECT.

Comptroller of the Currency, Washington, D.C.

Federal Reserve Bank of Cleveland, Cleveland, Ohio

Federal Deposit Insurance Corporation, Washington,
D.C.

The Board of Governors of the Federal Reserve System,
Washington, D.C.

(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST
POWERS.

The trustee is authorized to exercise corporate trust
powers.

2. AFFILIATIONS WITH OBLIGOR AND UNDERWRITERS.

IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.

The obligor is not an affiliate of the trustee.

16. LIST OF EXHIBITS.

(EXHIBITS IDENTIFIED IN PARENTHESES, ON FILE WITH THE COMMISSION, ARE
INCORPORATED HEREIN BY REFERENCE AS EXHIBITS HERETO.)

Exhibit 1 - A copy of the Articles of Association of the trustee as now in
effect. (Incorporated by reference to Exhibit 1 to Form T-1 filed with
Registration Statement on Form S-3, File No. 333-44532, filed August 25, 2000.)

Exhibit 2 - A copy of the Certificate of Authority of the trustee to commence
business. (Incorporated by reference to Exhibit 2 to Form T-1 filed with
Registration Statement on Form S-3, File No. 333-44532, filed August 25, 2000.)

Exhibit 3 - A copy of the Authorization of the trustee to exercise corporate
trust powers. (Included in Exhibit 2.)

Exhibit 4 - A copy of the Bylaws of the trustee as now in effect. (Incorporated
by reference to Exhibit 4 to Form T-1 filed with Registration Statement on Form
S-3, File No. 333-44532, filed August 25, 2000.)

Exhibit 5 - Not applicable.

Exhibit 6 - The consent of the U.S. institutional trustee required by Section
321(b) of the Trust Indenture Act of 1939, as amended. (Incorporated by
reference to Exhibit 6 to

Form T-1 filed with Registration Statement on Form S-3, File No. 333-44532,
filed August 25, 2000.)

Exhibit 7 - Report of Condition of the trustee as of the close of business on
June 30, 2001, published pursuant to the requirements of the Comptroller of the
Company, see attached.

Exhibit 8 - Not applicable.

Exhibit 9 - Not applicable.

Items 3 through 15 are not answered pursuant to General Instruction B which
requires responses to Item 1, 2 and 16 only, if the obligor is not in default.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, Bank One, NA, a national banking association organized
under the laws of the United States, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Columbus and the State of Ohio, on September 17,
2001.

Bank One, NA

By: /s/ David B. Knox
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Name: David B. Knox
Title: Authorized Signer

CONSENT

The undersigned, designated to act as Trustee under the Indenture for CONOCO
INC. described in the attached Statement of Eligibility and Qualification, does
hereby consent that reports of examinations by Federal, State, Territorial, or
District Authorities may be furnished by such authorities to the Commission upon
the request of the Commission.

This Consent is given pursuant to the provision of Section 321(b) of the Trust
Indenture Act of 1939, as amended.

Bank One, NA

Dated: September 17, 2001 By: /s/ David B. Knox
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Authorized Signer

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Board of Governors of the Federal Reserve System
OMB Number: 7100-0036
Federal Deposit Insurance Corporation
OMB Number: 3064-0052
Office of the Comptroller of the Currency
OMB Number: 1557-0081
Expires March 31, 2004

FEDERAL FINANCIAL INSTITUTIONS EXAMINATION COUNCIL

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Please refer to page i, 1
Table of Contents, for ---------------
the required disclosure
of estimated burden.

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CONSOLIDATED REPORTS OF CONDITION AND INCOME FOR
A BANK WITH DOMESTIC OFFICES ONLY--FFIEC 041

REPORT AT THE CLOSE OF BUSINESS JUNE 30, 2001

This report is required by law: 12 U.S.C. Section 324 (State member banks);
12 U.S.C. Section 1817 (State nonmember banks); and 12 U.S.C. Section 161
(National banks).

20010630
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(RCRI 9999)

This report form is to be filed by banks with domestic offices only. Banks with
foreign offices (as defined in the instructions) must file FFIEC 031.

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NOTE: The Reports of Condition and Income must be signed by an authorized
officer and the Report of Condition must be attested to by not less than two
directors (trustees) for State nonmember banks and three directors for State
member and National banks.

I, MATTHEW REECE, OFFICER
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Name and Title of Officer Authorized to Sign Report

of the named bank do hereby declare that the Reports of Condition and Income
(including the supporting schedules) for this report date have been prepared in
conformance with the instructions issued by the appropriate Federal regulatory
authority and are true to the best of my knowledge and belief.

/s/ MATTHEW A. REECE
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Signature of Officer Authorized to Sign Report

7/30/2001
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Date of Signature

The Reports of Condition and Income are to be prepared in accordance with
Federal regulatory authority instructions.

We, the undersigned directors (trustees), attest to the correctness of the
Report of Condition (including the supporting schedules) for this report date
and declare that it has been examined by us and to the best of our knowledge
and belief has been prepared in conformance with the instructions issued by the
appropriate Federal regulatory authority and is true and correct.

/s/ WILLIAM R. HARTMAN
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Director (Trustee)

/s/ JOHN RUSSELL
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Director (Trustee)

/s/ JON D. DARGUSCH
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Director (Trustee)

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SUBMISSION OF REPORTS

Each bank must prepare its Reports of Condition and Income either:

(a) in electronic form and then file the computer data file directly with the
banking agencies' collection agent, Electronic Data Systems Corporation
(EDS), by modem or on computer diskette; or

(b) in hard-copy (paper) form and arrange for another party to convert the
paper report to electronic form. That party (if other than EDS) must
transmit the bank's computer data file to EDS.

For electronic filing assistance, contact EDS Call Report Services, 2150 N.
Prospect Ave., Milwaukee, WI 53202, telephone (800) 255-1571.

To fulfill the signature and attestation requirement for the Reports of
Condition and Income for this report date, attach this signature page (or a
photocopy or a computer-generated version of this page) to the hard-copy record
of the complete report that the bank places in its files.

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FDIC Certificate Number: 0655
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(RCRI 9050)

http://www.bankone.com
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Primary Internet Web Address of Bank
(Home Page), if any (TEXT4087)
(Example: www.examplebank.com)

BANK ONE, NA
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Legal Title of Bank (TEXT 9010)

COLUMBUS
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City (TEXT 9130)

OH 43271
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State Abbrev. (TEXT 9200) Zip Code (TEXT 9220)

Board of Governors of the Federal Reserve System, Federal Deposit Insurance
Corporation, Office of the Comptroller of the Currency

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BANK ONE, NA
---------------------------------
Legal Title of Bank

COLUMBUS
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City

OH 43271
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State Zip Code

Transmitted to EDS as 0142024 on 07/30/01 at 12:08:03 CST

FDIC Certificate Number - 06559

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR JUNE 30, 2001

All Schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of quarter.

SCHEDULE RC - BALANCE SHEET

<Table>
<Caption>
Dollar Amounts in Thousands RCON BIL MIL THOU
---------------------------- ---- ------------

ASSETS

1. Cash and balances due from depository institutions
(from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin(1) 0081 2,117,162 1.a
b. Interest-bearing balances(2) 0071 8,938 1.b
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A) 1754 0 2.a
b. Available-for-sale securities (from Schedule RC-B, column D) 1773 3,887,290 2.b
3. Federal funds sold and securities purchased under agreements
to resell 1350 1,860,044 3
4. Loans and lease financing receivables (from Schedule RC-C):
a. LOANS AND LEASES HELD FOR SALE 5369 781,928 4.a
b. LOANS AND LEASES, NET OF UNEARNED INCOME B528 29,751,071 4.b
c. LESS: Allowance for loan and lease losses 3123 466,690 4.c
d. LOANS AND LEASES, NET OF UNEARNED INCOME AND ALLOWANCE
(ITEM 4.b MINUS 4.c) B529 29,284,381 4.d
5. Trading assets (from Schedule RC-D) 3545 44,255 5
6. Premises and fixed assets (including capitalized leases) 2145 299,092 6
7. Other real estate owned (from Schedule RC-M) 2150 22,630 7
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M) 2130 531,310 8
9. Customers' liability to this bank on acceptance outstanding 2155 0 9
10. Intangible assets
a. GOODWILL 3163 57,031 10.a
b. OTHER INTANGIBLE ASSETS (FROM SCHEDULE RC-M) 0426 12,636 10.b
11. Other assets (from Schedule RC-F) 2160 2,337,553 11
12. Total assets (sum of items 1 through 11) 2170 41,244,250 12

</Table>

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(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.

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BANK ONE, NA
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Legal Title of Bank

Transmitted to EDS as 0142024 on 07/30/01 at 12:08:03 CST FFIEC 041
RC-2
FDIC Certificate Number - 06559
11
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SCHEDULE RC - CONTINUED

<Table>
<Caption>
DOLLAR AMOUNTS
IN THOUSANDS RCON BIL MIL THOU
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LIABILITIES
13. Deposits
a. In domestic offices (sum of totals of columns A and C (from Schedule RC-E) 2200 16,517,151 13.a
(1) Noninterest-bearing (1) 6631 6,261,608 13.a.1
(2) Interest-bearing 6636 10,255,543 13.a.2
b. Not applicable
14. Federal funds purchased and securities sold under agreements to repurchase 2800 5,364,612 14
15. Trading liabilities (from Schedule RC-D) 3548 53,900 15
16. OTHER BORROWED MONEY (INCLUDES MORTGAGE INDEBTEDNESS AND OBLIGATIONS UNDER
CAPITALIZED LEASES) (FROM SCHEDULE RC-M): 3190 13,225,259 16
17. Not applicable
18. Bank's liability on acceptances executed and outstanding 2920 0 18
19. Subordinated notes and debentures(2) 3200 1,460,000 19
20. Other liabilities (from Schedule RC-G) 2930 1,567,443 20
21. Total liabilities (sum of items 13 through 20) 2948 38,188,365 21
22. MINORITY INTEREST IN CONSOLIDATED SUBSIDIARIES 3000 300,258 22
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus 3838 0 23
24. Common Stock 3230 127,044 24
25. Surplus (exclude all surplus related to preferred stock) 3839 1,844,558 25
26. a. Retained earnings 3632 803,236 26.a
b. ACCUMULATED OTHER COMPREHENSIVE INCOME (3) B530 (19,211) 26.b
27. OTHER EQUITY CAPITAL COMPONENTS (4) A130 0 27
28. Total equity capital (sum of items 23 through 27) 3210 2,755,627 28
29. Total liabilities, minority interest, and equity capital (sum of items 21,22, and 28) 3300 41,244,250 29
</Table>

<Table>

Memorandum

TO BE REPORTED WITH THE MARCH REPORT OF CONDITION.

1. Indicate in the box at the right the number of the statement below that best RCON NUMBER
describes the most comprehensive level of auditing work performed for the ---- ------
bank by independent external auditors as of any date during 2000 6724 N/A M.1
</Table>

1= independent audit of the bank conducted in accordance with generally accepted
auditing standards by a certified public accounting firm which submits a
report on the bank

2= independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)

3= ATTESTATION ON BANK MANAGEMENT'S ASSERTION ON THE EFFECTIVENESS OF THE BANK'S
INTERNAL CONTROL OVER FINANCIAL REPORTING BY A CERTIFIED PUBLIC ACCOUNTING
FIRM

4= Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)

5= Directors' examination of the bank performed by other external auditors (may
be required by state chartering authority)

6= Review of the bank's financial statements by external auditors

7= Compilation of the bank's financial statements by external auditors

8= Other audit procedures (excluding tax preparation work)

9= No external audit work

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(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(2) Includes limited-life preferred stock and related surplus.
(3) Includes net unrealized holding gains (losses) on available-for-sale
securities, accumulated net gains (losses) on cash flow hedges, and minimum
pension liability adjustments.
(4) Includes treasury stock and unearned Employee Stock Ownership Plan shares.