<PAGE> 1
As filed with the Securities and Exchange Commission on October 22, 1998
Registration No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------
CONOCO INC.
(Exact name of registrant as specified in its charter)
DELAWARE 51-0370352
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
600 NORTH DAIRY ASHFORD 77079
HOUSTON, TEXAS (Zip Code)
(Address of Principal Executive Offices)
------------
THRIFT PLAN FOR EMPLOYEES OF CONOCO INC.
CONOCO INC. SALARY DEFERRAL & SAVINGS RESTORATION PLAN
(Full title of the plans)
------------
R.A. HARRINGTON
SENIOR VICE PRESIDENT, LEGAL, AND GENERAL COUNSEL
CONOCO INC.
600 NORTH DAIRY ASHFORD
HOUSTON, TEXAS 77079
(Name and address of agent for service)
(281) 293-1000
(Telephone number, including area code, of agent for service)
------------
<TABLE>
CALCULATION OF REGISTRATION FEE
=====================================================================================================================
<CAPTION>
Proposed maximum Proposed maximum
Amount to be offering price aggregate offering Amount of
Title of securities to be registered registered (2) per share (3) price (3) registration fee
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, par value $.01 per 14,000,000 $23.00 $322,000,000 $89,516
share(1) . . . . . . . . . . . . . . . .
=====================================================================================================================
</TABLE>
(1) Includes the associated rights to purchase preferred stock, which
initially are attached to and trade with the shares of Class A Common
Stock being registered hereby.
(2) Consists of shares of Class A Common Stock to be acquired by the
Trustee of the Thrift Plan for Employees of Conoco Inc. pursuant to
the operation thereof. In addition, pursuant to Rule 416(c) under the
Securities Act of 1933, as amended (the "Securities Act"), this
registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit
plan(s) described herein.
(3) Estimated pursuant to Rules 457(c) and 457(h) under the Securities Act
solely for the purpose of computing the registration fee and based
upon the initial public offering price per share of Class A Common
Stock as set forth in the prospectus of Conoco Inc. relating thereto
dated October 21, 1998 as filed with the Securities and Exchange
Commission pursuant to Rule 424(b) under the Securities Act.
================================================================================
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the information concerning the
Thrift Plan for Employees of Conoco Inc. (the "Thrift Plan") and the Conoco
Inc. Salary Deferral & Savings Restoration Plan required by Item 1 of Form S-8
and the statement of availability of registrant information and other
information required by Item 2 of Form S-8 will be sent or given to employees
as specified by Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"). In accordance with Rule 428 and the requirements of Part I
of Form S-8, such documents are not being filed with the Securities and
Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act. The registrant will maintain a file of such
documents in accordance with the provisions of Rule 428. Upon request, the
registrant will furnish to the Commission or its staff a copy of any or all of
the documents included in such file.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission by Conoco Inc., a
Delaware corporation (the "Company"), pursuant to the Securities Act and the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (File No.
001-14521), and by the Thrift Plan pursuant to the Exchange Act (File No.
001-00815) are incorporated in this Registration Statement by reference and
shall be deemed to be a part hereof:
(1) The Company's prospectus dated October 21, 1998 as
filed with the Commission pursuant to Rule 424(b) under the Securities
Act;
(2) The description of the Company's Class A Common
Stock, par value $.01 per share (the "Common Stock"), contained in the
Company's Registration Statement on Form 8-A filed on September 28,
1998, as thereafter amended from time to time for the purpose of
updating, changing or modifying such description; and
(3) The Annual Report of the Thrift Plan on Form 11-K for
the fiscal year ended December 31, 1997.
All documents filed by the Company or the Thrift Plan with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
subsequent to the date of this Registration Statement and prior to the filing
of a post- effective amendment to this Registration Statement which indicates
that all securities offered hereby have been sold, or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated in this
Registration Statement by reference and to be a part hereof from the date of
filing of such documents.
Any statement contained in this Registration Statement, in an
amendment hereto or in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
amendment or supplement to this Registration Statement or in any document that
also is incorporated by reference herein modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation--a "derivative action"),
if they acted in good faith and in a manner they reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe their
conduct was unlawful. A similar standard is applicable in the case of
derivative actions, except that indemnification only extends to expenses
(including attorneys' fees) incurred in connection with the defense or
settlement of such action, and the statute required court approval before there
can be any indemnification where the person seeking indemnification has
II-1
<PAGE> 4
been found liable to the corporation. The statute provides that it is not
exclusive of other indemnification that may be granted by a corporation's
charter, By-laws, disinterested director vote, stockholder vote, agreement or
otherwise.
Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personably liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) for payments of unlawful dividends or unlawful stock repurchases or
redemptions, or (iv) for any transaction from which the director derived an
improper personal benefit.
Article 5E(2) of the Registrant's Certificate of Incorporation
provides that no director shall be personally liable to the Company or any of
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) pursuant to section 174 of the Delaware General Corporation Law or
(iv) for any transaction from which the director derived an improper personal
benefit. Any repeal or modification of such Article 5E(2) shall not adversely
affect any right or protection of a director of the Registrant for or with
respect to any acts or omissions of such director occurring prior to such
amendment or repeal. The Company's By-laws provide for indemnification of
directors and officers to the maximum extent permitted by Delaware law.
The Company has entered into indemnification agreements with each of
its directors (collectively, "Indemnitees"). Such agreements provide that, to
the fullest extent permitted by applicable law, the Company shall indemnify and
hold each Indemnitee harmless from and against any and all losses and expenses
whatsoever (i) arising out of any event or occurrence related to the fact that
such Indemnitee is or was a director or officer of the Company, is or was
serving in another capacity with the Company, consented to be named as a person
to be elected as a director of the Company in connection with the Company's
initial public offering of the Common Stock, or by reason of anything done or
not done by such Indemnitee in such capacity and (ii) incurred in connection
with any threatened, pending or completed legal proceeding.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Document Description
- ------- --------------------
<S> <C> <C>
4.1 -- Second Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to
Exhibit 4.1 of the Registration Statement of the Company on Form S-8 relating to the Conoco Inc. 1998
Stock and Performance Incentive Plan, as filed with the Commission on October 22, 1998).
4.2 -- Bylaws of the Company, as amended (incorporated by reference to Exhibit 4.2 of the Registration
Statement of the Company on Form S-8 relating to the Conoco Inc. 1998 Stock and Performance Incentive
Plan, as filed with the Commission on October 22, 1998).
4.3 -- Form of certificate representing Class A Common Stock (incorporated by reference to Exhibit 4.3 of
the Registration Statement of the Company on Form S-8 relating to the Conoco Inc. 1998 Stock and
Performance Incentive Plan, as filed with the Commission on October 22, 1998).
4.4 -- Rights Agreement dated as of October 19, 1998 between the Company and First Chicago Trust Company of
New York, as Rights Agent, which includes as Exhibit A the form of Certificate of Designations,
Preferences and Rights of Series A Junior Participating Preferred Stock, as Exhibit B the form of
Class A Rights Certificate and as Exhibit D the Summary of Rights to Purchase Preferred Stock
(incorporated by reference to Exhibit 4.4 of the Registration Statement of the
</TABLE>
II-2
<PAGE> 5
<TABLE>
<S> <C> <C>
Company on Form S-8 relating to the Conoco Inc. 1998 Stock and Performance Incentive Plan, as filed
with the Commission on October 22, 1998).
4.5 -- Certificate of Designations, Preferences and Rights of Series A Junior Participating Preferred Stock
(incorporated by reference to Exhibit 4.5 of the Registration Statement of the Company on Form S-8
relating to the Conoco Inc. 1998 Stock and Performance Incentive Plan, as filed with the Commission
on October 22, 1998).
4.6 -- Amendment to Rights Agreement dated as of October 20, 1998 between the Company and First Chicago Trust
Company of New York, as Rights Agent (incorporated by reference to Exhibit 4.6 of the Registration
Statement of the Company on Form S-8 relating to the Conoco Inc. 1998 Stock and Performance Incentive
Plan, as filed with the Commission on October 22, 1998).
4.7 -- Thrift Plan for Employees of Conoco Inc. (incorporated by reference to Exhibit 4(b) of the
Registration Statement of E. I. du Pont de Nemours and Company on Form S-8 (Registration No. 33-
51821)).
*4.8 -- Consent Action dated October 12, 1998 amending the Thrift Plan for Employees of Conoco Inc.
4.9 -- Conoco Inc. Salary Deferral & Savings Restoration Plan (incorporated by reference to Exhibit 10.15
of the Registration Statement of the Company on Form S-1 (Registration No. 333-60119)).
*15.1 -- Awareness Letter of PricewaterhouseCoopers LLP.
*23.1 -- Consent of PricewaterhouseCoopers LLP (Conoco Inc.).
*23.2 -- Consent of PricewaterhouseCoopers LLP (Thrift Plan for Employees of Conoco Inc.).
*24.1 -- Powers of Attorney (included on the signature page of the Registration Statement).
</TABLE>
- --------------
* Filed herewith.
The use of original issuance securities is not contemplated. If
original issuance securities are hereafter offered and sold, an opinion
of counsel will be filed by amendment. The registrant will submit or
has submitted the Thrift Plan and any amendment thereto to the Internal
Revenue Service ("IRS") in a timely manner and has made or will make
all changes required by the IRS in order to qualify the Thrift Plan.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Securities and Exchange Commission pursuant to Rule 424(b)
of the Securities Act of 1933 if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement;
II-3
<PAGE> 6
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-4
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on October 22, 1998.
CONOCO INC.
By: /s/ Archie W. Dunham
--------------------------------------
Archie W. Dunham
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below appoints Archie W. Dunham,
Robert W. Goldman, Rick A. Harrington and Gary M. Pfeiffer, and each of them,
severally, as his true and lawful attorney or attorneys-in-fact and agent or
agents, each of whom shall be authorized to act with or without the other, with
full power of substitution and resubstitution, for him and in his name, place
and stead in his capacity as a director or officer or both, as the case may be,
of Conoco Inc., a Delaware corporation (the "Company"), to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and all documents or instruments necessary or appropriate to enable
the Company to comply with the Securities Act of 1933, and to file the same
with the Securities and Exchange Commission, with full power and authority to
each of said attorneys-in-fact and agents to do and perform in the name and on
behalf of each such director or officer, or both, as the case may be, each and
every act whatsoever that is necessary, appropriate or advisable in connection
with any or all of the above-described matters and to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them or their substitutes, may
lawfully do or cause to be done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED AND ON OCTOBER 22, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Archie W. Dunham President, Chief Executive Officer
----------------------------------------------------- and Director
Archie W. Dunham
/s/ Robert W. Goldman Senior Vice President, Finance,
----------------------------------------------------- and Chief Financial Officer and
Robert W. Goldman Principal Accounting Officer)
/s/ Edgar S. Woolard, Jr. Chairman of the Board and Director
-----------------------------------------------------
Edgar S. Woolard, Jr.
/s/ Gary M. Pfeiffer Director
-----------------------------------------------------
Gary M. Pfeiffer
</TABLE>
<PAGE> 8
The Plans. Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee benefit plans) have
duly caused this registration statement to be signed on behalf of the Plans by
the undersigned, thereunto duly authorized, in the City of Houston, State of
Texas, on October 22, 1998.
THRIFT PLAN FOR EMPLOYEES OF CONOCO INC.
AND CONOCO INC. SALARY DEFERRAL & SAVINGS
RESTORATION PLAN
(Plans)
By: /s/ M. Rocconi, Jr.
---------------------------------------
M. Rocconi, Jr.
Senior Vice President, Human Resources
of Conoco Inc.
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C> <C>
4.1 -- Second Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 4.1 of the Registration Statement of the
Company on Form S-8 relating to the Conoco Inc. 1998 Stock and Performance
Incentive Plan, as filed with the Commission on October 22, 1998).
4.2 -- Bylaws of the Company, as amended (incorporated by reference to Exhibit 4.2 of
the Registration Statement of the Company on Form S-8 relating to the Conoco Inc.
1998 Stock and Performance Incentive Plan, as filed with the Commission on
October 22, 1998).
4.3 -- Form of certificate representing Class A Common Stock (incorporated
by reference to Exhibit 4.3 of the Registration Statement of the Company on Form
S-8 relating to the Conoco Inc. 1998 Stock and Performance Incentive Plan, as
filed with the Commission on October 22, 1998).
4.4 -- Rights Agreement dated as of October 19, 1998 between the Company and First
Chicago Trust Company of New York, as Rights Agent, which includes as Exhibit A
the form of Certificate of Designations, Preferences and Rights of Series A
Junior Participating Preferred Stock, as Exhibit B the form of Class A Rights
Certificate and as Exhibit D the Summary of Rights to Purchase Preferred Stock
(incorporated by reference to Exhibit 4.4 of the Registration Statement of the
Company on Form S-8 relating to the Conoco Inc. 1998 Stock and Performance
Incentive Plan, as filed with the Commission on October 22, 1998).
4.5 -- Certificate of Designations, Preferences and Rights of Series A Junior
Participating Preferred Stock (incorporated by reference to Exhibit 4.5 of the
Registration Statement of the Company on Form S-8 relating to the Conoco Inc.
1998 Stock and Performance Incentive Plan, as filed with the Commission on
October 22, 1998).
4.6 -- Amendment to Rights Agreement dated as of October 20, 1998 between the Company
and First Chicago Trust Company of New York, as Rights Agent (incorporated by
reference to Exhibit 4.6 of the Registration Statement of the Company on Form S-8
relating to the Conoco Inc. 1998 Stock and Performance Incentive Plan, as filed
with the Commission on October 22, 1998).
4.7 -- Thrift Plan for Employees of Conoco Inc. (incorporated by reference to Exhibit
4(b) of the Registration Statement of E. I. du Pont de Nemours and Company on
Form S-8 (Registration No. 33- 51821)).
*4.8 -- Consent Action dated October 12, 1998 amending the Thrift Plan for Employees of
Conoco Inc.
4.9 -- Conoco Inc. Salary Deferral & Savings Restoration Plan (incorporated by reference
to Exhibit 10.15 of the Registration Statement of the Company on Form S-1
(Registration No. 333-60119)).
*15.1 -- Awareness Letter of PricewaterhouseCoopers LLP.
*23.1 -- Consent of PricewaterhouseCoopers LLP (Conoco Inc.).
*23.2 -- Consent of PricewaterhouseCoopers LLP (Thrift Plan for Employees of Conoco Inc.).
*24.1 -- Powers of Attorney (included on the signature page of the Registration Statement).
- --------------
* Filed herewith.
</TABLE>
<PAGE> 1
EXHIBIT 4.8
CONSENT ACTION OF CONOCO INC.
The undersigned, President and Chief Executive Officer of Conoco Inc.,
pursuant to a delegation from the Board of Directors of Conoco Inc., effective
August 12, 1989, subsequent delegations pursuant to corporate Authority
Limitations and Governance Guidelines issued on June 1, 1994 and February 10,
1997, and pursuant to Article XIX of the Thrift Plan for Employees of Conoco
Inc., consents to the following actions:
RESOLVED, That effective on the third business day that Class A Conoco common
stock is available for trading on the New York Stock Exchange, Article VII. C.1.
of the Thrift Plan for Employees of Conoco Inc. shall be amended to read as
follows:
1. Option A: Employer Stock Fund
a. Du Pont Stock Fund
The purchase of shares of Du Pont common stock. Such purchases may
be made in the open market or from Du Pont if it shall have made
treasury or authorized but unissued shares available for such
purchases, in which event the purchase price shall be the closing
price of such stock as reported on the New York Stock Exchange --
Composite Transactions on the last trading day preceding the date
of such purchase from Du Pont.
b. Conoco Stock Fund
The purchase of shares of Class A Conoco common stock. Such
purchases may be made in the open market or from Conoco if it
shall have made treasury or authorized but unissued shares
available for such purchases, in which event the purchase price
shall be the closing price of such stock as reported on the New
York Stock Exchange -- Composite Transactions on the last trading
day preceding the date of such purchase from Conoco.
FURTHER RESOLVED, That the Manager, H.R. Leveraged Services is hereby authorized
to execute any document or take any action, including the adoption of any Plan
amendment, necessary or desirable to carry out the intent and to implement the
foregoing resolution.
Witness the signature of the undersigned this 12th day of October, 1998.
/s/ ARCHIE W. DUNHAM
- ------------------------
Archie W. Dunham
<PAGE> 1
EXHIBIT 15.1
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We are aware that Conoco Inc., a Delaware corporation ("Conoco"), has
incorporated by reference in this Registration Statement on Form S-8 our report
dated September 28, 1998 (issued pursuant to the provisions of Statement on
Auditing Standards No. 71) included in the Company's prospectus dated
October 21, 1998 as filed with the Securities and Exchange Commission pursuant
to Rule 424(b) under the Securities Act of 1933 (the "Prospectus"). In addition,
we are aware that Conoco has incorporated by reference in this Registration
Statement on Form S-8 our report dated October 21, 1998 on the pro forma
combined balance sheet as of June 30, 1998 and the pro forma combined statements
of income for the six-month periods ended June 30, 1997 and 1998 included in the
Prospectus. We are also aware of our responsibilities under the Securities Act
of 1933.
Yours very truly,
PRICEWATERHOUSECOOPERS LLP
Houston, Texas
October 21, 1998
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our reports dated July 24, 1998 and October 21, 1998
relating to the combined financial statements and the pro forma combined
statement of income, respectively, of Conoco, which appear in the Company's
prospectus dated October 21, 1998 as filed with the Securities and Exchange
Commission pursuant to Rule 424(b) under the Securities Act of 1933.
PRICEWATERHOUSECOOPERS LLP
Houston, Texas
October 21, 1998
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated June 10, 1998, which appears on page
4 of the Annual Report of the Thrift Plan for Employees of Conoco Inc. on Form
11-K for the fiscal year ended December 31, 1997.
PRICEWATERHOUSECOOPERS LLP
Houston, Texas
October 21, 1998
