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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CONOCO INC.
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(Exact Name of Registrant as Specified in its Charter)
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<S> <C>
Delaware 51-0370352
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
600 North Dairy Ashford
Houston, Texas 77079
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(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the registration If this Form relates to the registration of a
of a class of securities pursuant to class of securities pursuant to Section 12(g)
Section 12(b) of the Exchange Act and is of the Exchange Act and is effective pursuant
effective pursuant to General Instruction to General Instruction A.(d), please check
A.(c), please check the following box. the following box. [ ]
[ ]
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Securities Act registration statement file number to which this form relates:
333-60119
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Class A Common Stock, New York Stock Exchange
Par Value $.01 Per Share
Preferred Share Purchase Rights New York Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
None
Item 1. Description of Registrant's Securities to be Registered.
A description of the Registrant's Class A Common Stock, par
value $.01 per share, and its Preferred Share Purchase Rights, which initially
will trade together with the Class A Common Stock, is contained in the
Registrant's Registration Statement on Form S-1 (Registration Statement No.
333-60119), filed with the Securities and Exchange Commission (the
"Commission") on July 29, 1998, Amendment No. 1 thereto filed with the
Commission on August 21, 1998, Amendment No. 2 thereto filed with the
Commission on September 10, 1998, and Amendment No. 3 thereto filed with the
Commission on September 28, 1998 under the caption "Description of Capital
Stock," which description is incorporated herein by reference.
Item 2. Exhibits.
The securities to be registered are to be listed on the New
York Stock Exchange (the "NYSE"), on which no other securities of the
Registrant are listed. Accordingly, the following exhibits are also being
filed with the NYSE:
1. Amendment No. 3 to the Registrant's Registration Statement on Form S-1
(No. 333-60119), filed with the Securities and Exchange Commission on
September 28, 1998.
2. Amended and Restated Certificate of Incorporation of Registrant
(Incorporated by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1).
3. Amended and Restated By-Laws of Registrant (Incorporated by reference
to Exhibit 3.2 to the Registrant's Registration Statement on Form S-1).
4. Specimen of Registrant's Class A Common Stock Certificate
(Incorporated by reference to Exhibit 4.1 to the Registrant's
Registration Statement on Form S-1).
5. Preferred Share Purchase Rights Agreement (Incorporated by reference
to Exhibit 4.3 to the Registrant's Registration Statement on Form S-1).
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized.
CONOCO INC.
Dated: September 28, 1998 By: /s/ ARCHIE W. DUNHAM
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Archie W. Dunham
President and Chief Executive Officer
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