EXHIBIT 23


                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 333-80959) of Conoco Inc. of our report dated June
11, 2002 relating to the financial statements of the Thrift Plan for Retail
Employees of Conoco Inc., which appears in this Form 11-K.





PRICEWATERHOUSECOOPERS LLP
Houston, Texas
June 13, 2002