EXHIBIT 23.1



                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in this Registration
Statement on Form S-4 of our report dated February 19, 2002 relating to the
consolidated financial statements, which appears in Conoco Inc.'s Current Report
on Form 8-K dated February 25, 2002 and Conoco Inc.'s Annual Report on Form 10-K
for the year ended December 31, 2001, and of our report dated February 19, 2002
relating to the financial statement schedule of Conoco Inc., which appears in
Conoco Inc.'s Annual Report on Form 10-K for the year ended December 31, 2001.
We also consent to the reference to us under the heading "Experts" in such
Registration Statement.

PRICEWATERHOUSECOOPERS LLP

Houston, Texas
November 12, 2002