UNITED STATES
                      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): November 18, 2001


                                 CONOCO INC.

            (Exact Name of Registrant as Specified in its Charter)


    DELAWARE                       1-14521                  51-0370352
(State or Other                (Commission File           (IRS Employer
Jurisdiction of                    Number)                Identification
 Incorporation)                                               Number)

                         600 NORTH DAIRY ASHFORD ROAD
                             HOUSTON, TEXAS 77079
                    (Address of Principal Executive Office)

      Registrant's telephone number, including area code: (281) 293-1000





Item 5. Other Events

          On November 18, 2001, Conoco Inc. ("Conoco"), a Delaware
corporation, and Phillips Petroleum Company ("Phillips"), a Delaware
corporation, entered into an Agreement and Plan of Merger (the "Merger
Agreement"). The transaction (the "Transaction") is structured as a merger of
equals in which the holders of common stock of Conoco will receive 0.4677
shares of common stock of a newly organized Delaware corporation to be named
ConocoPhillips for each share of Conoco common stock and in which the holders
of common stock of Phillips will receive one share of ConocoPhillips common
stock for each share of Phillips common stock. Pursuant to the Merger
Agreement, Conoco and Phillips will continue as wholly-owned subsidiaries of
ConocoPhillips.

          Consummation of the Transaction is subject to various conditions,
including the approval by the stockholders of each company and the receipt of
customary regulatory approvals. A copy of the Merger Agreement is included
herein as Exhibit 2.1 and a copy of the joint press release of Conoco and
Phillips with respect to the Transaction is included herein as Exhibit 99.1.

Item 7. Financial Statements and Exhibits

(c) Exhibits

Exhibit No.    Description

2.1            Agreement and Plan of Merger dated as of November 18, 2001 by
               and among Phillips Petroleum Company, CorvettePorsche Corp.,
               Porsche Merger Corp., Corvette Merger Corp. and Conoco Inc.
               (filed as Exhibit 2.1 to the Current Report on Form 8-K by
               Phillips Petroleum Company dated November 18, 2001 and
               incorporated herein by reference)

99.1           Joint Press Release issued by Conoco Inc. and Phillips
               Petroleum Company, dated November 18, 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 hereunto duly authorized.

                                     Conoco Inc.,


                                     By: /s/ RICK A. HARRINGTON
                                         ---------------------------------
                                         Name:  Rick A. Harrington
                                         Title: Senior Vice President,
                                                Legal and General Counsel

Dated: November 19, 2001






                                 EXHIBIT INDEX

Exhibit No.    Description

2.1            Agreement and Plan of Merger dated as of November 18, 2001 by
               and among Phillips Petroleum Company, CorvettePorsche Corp.,
               Porsche Merger Corp., Corvette Merger Corp. and Conoco Inc.
               (filed as Exhibit 2.1 to the Current Report on Form 8-K by
               Phillips Petroleum Company dated November 18, 2001 and
               incorporated herein by reference)

99.1           Joint Press Release issued by Conoco Inc. and Phillips
               Petroleum Company, dated November 18, 2001