EXHIBIT 99.2


               STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER
                        REGARDING FACTS AND CIRCUMSTANCES
                        RELATING TO EXCHANGE ACT FILINGS


I, Robert W. Goldman, state and attest that:

(1)      To the best of my knowledge, based upon a review of the covered reports
         of Conoco Inc. (the "Company"), and, except as corrected or
         supplemented in a subsequent covered report:

         o    no covered report contained an untrue statement of a material fact
              as of the end of the period covered by such report (or in the case
              of a report on Form 8-K or definitive proxy materials, as of the
              date on which it was filed); and

         o    no covered report omitted to state a material fact necessary to
              make the statements in the covered report, in light of the
              circumstances under which they were made, not misleading as of the
              end of the period covered by such report (or in the case of a
              report on Form 8-K or definitive proxy materials, as of the date
              on which it was filed).

(2)      I have reviewed the contents of this statement with the Company's Audit
         and Compliance Committee.

(3)      In this statement under oath, each of the following, if filed on or
         before the date of this statement, is a "covered report":

         o    The Annual Report on Form 10-K of Conoco Inc. for the fiscal year
              ended December 31, 2001;

         o    all reports on Form 10-Q, all reports on Form 8-K and all
              definitive proxy materials of Conoco Inc. filed with the
              Commission subsequent to the filing of the Form 10-K identified
              above; and

         o    any amendments to any of the foregoing.


Robert W. Goldman                                Subscribed and sworn to
- ------------------------------                   Before me this 9th day of
Name:  Robert W. Goldman                         August 2002.
Title: Chief Financial Officer
Date:  August 9, 2002                            Patricia Dybala
                                                 ------------------------------
                                                 Notary Public

[Seal of Notary Public]                          My Commission Expires:
                                                 February 15, 2004