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                                                                EXHIBIT NO. 99.1

Contact:  Sondra Fowler, (281) 293-4595

CONOCO COMBINES STOCK INTO SINGLE CLASS

HOUSTON (Sept. 21, 2001) -- Conoco Inc. (NYSE:COC.A) (NYSE:COC.B) announced that
its shareholders approved the combination of its Class A and Class B common
stock into a single class of new common stock on a one-for-one basis at a
special meeting today. Shareholders also approved amendments and restatements of
two of the company's incentive plans.

As a result of the combination, each outstanding share of Class A and Class B
common stock will be converted into one share of a new class of common stock.
The combination is expected to be effective, and the new common stock is
expected to be traded on the New York Stock Exchange under the symbol COC, on
Oct. 8. The stock will continue to trade as COC.A and COC.B until the
combination is completed.

"Having a single publicly traded class of common stock will eliminate the
confusion that resulted from having a dual-class structure, and will end trading
disparities that existed between the Class A and Class B stock," said Conoco
Chairman and CEO Archie Dunham. "We're gratified that many Wall Street analysts
applaud the move to a simplified capital structure and cite the potential for
improved liquidity and increased retail investor interest."

After the transaction is complete, shareholders will have the same economic
ownership of Conoco stock they had prior to the merger. Each share of common
stock will be entitled to one vote. Class B shareholders had five votes per
share under the dual-class structure, which was established in connection with
Conoco's 1998 initial public offering.

All shares of Class A and Class B common stock will automatically be converted
into shares of new common stock without any action on the part of the
stockholder. New statements or shares held in book-entry form through Conoco's
transfer agent or thrift plans will be mailed shortly after the transaction is
effective. Certificates representing shares of Class A and Class B common stock
will represent an equal number of shares of new common stock. Therefore,
shareholders do not need to send in their stock certificates.

Conoco is a major, integrated energy company active in more than 40 countries.

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09/21/01

http://www.conoco.com

This release contains "forward-looking statements," as defined in the U.S.
Private Securities Litigation Reform Act of 1995. Specifically, statements that
are not historical facts, including statements accompanied by words such as
"believe," "expect," "estimate," "intend," "potential"
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or "plan" are intended to identify forward-looking statements and convey the
uncertainty of future events or outcomes. These statements are not guarantees of
future performance, involve certain risks, uncertainties and assumptions that
are difficult to predict, and are based upon assumptions as to future events
that may not prove accurate. Therefore, actual outcomes and results may differ
materially from what is expressed herein. Among the factors that could cause
such differences include, but are not limited to: risks associated with
implementing the combination; and risks associated with the company's inability
to predict the effect of the proposal or its enactment on the prices of the new
common stock to be issued.