SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934


       Date of Report (date of earliest event reported): OCTOBER 22, 2001


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


          DELAWARE                    1-14521                    51-0370352
(State or other jurisdiction        (Commission              (I.R.S. Employer
      of 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





ITEM 9.  REGULATION FD DISCLOSURE

     Conoco Inc. (Conoco) is hereby furnishing unaudited quarterly pro forma
financial data for the year ended December 31, 2000, and the six-month period
ended June 30, 2001 for Conoco and Conoco Canada Resources Limited (Conoco
Canada), formerly known as Gulf Canada Resources Limited (Gulf Canada). Conoco
is also furnishing unaudited quarterly capital expenditure and operating data
for the year ended December 31, 2000, and the six-month period ended June 30,
2001 for Conoco Canada. A copy of such data is filed as Exhibit 99.1 to this
Current Report on Form 8-K.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (c) EXHIBITS

              99.1  Quarterly pro forma financial data for Conoco and Conoco
                    Canada (formerly known as Gulf Canada) and quarterly capital
                    expenditure and operating data for Conoco Canada for the
                    year ended December 31, 2000, and the six-month period
                    ended June 30, 2001.




                                    SIGNATURE

     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, thereunto duly authorized.

                                          CONOCO INC.
                                          (Registrant)



                                          By:        /s/ W. DAVID WELCH
                                             -----------------------------------
                                                         W. David Welch
                                              (As Duly Authorized Officer and
                                               Principal Accounting Officer)

Date:      October 22, 2001





                                  EXHIBIT INDEX



     EXHIBIT
     NUMBER                        DESCRIPTION
     ------                        -----------

      99.1      Quarterly pro forma financial data for Conoco and Conoco
                Canada (formerly known as Gulf Canada) and quarterly capital
                expenditure and operating data for Conoco Canada for the year
                ended December 31, 2000, and the six-month period ended
                June 30, 2001.