EXHIBIT 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS



We hereby consent to the incorporation by reference in this Amendment No. 1 to
the Registration Statement on Form S-4 (Registration No. 333-101184) of our
report dated February 19, 2002 relating to the consolidated financial
statements, which appears in the Current Report on Form 8-K of Conoco Inc., now
known as ConocoPhillips Holding Company, dated February 25, 2002 and the Annual
Report on Form 10-K of Conoco Inc. 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 the Annual Report on Form 10-K of Conoco Inc.
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
January 30, 2003