Conoco Canada Announces Successful Completion of Senior Notes Solicitation.

Business/Energy Editors

CALGARY, Alberta--(BUSINESS WIRE)--March 4, 2002

Conoco Canada Resources Limited ("the Corporation")(NYSE:CNK.PR.A)(TSE:CNK.PR.A), a subsidiary of Conoco Inc. (NYSE:COC), today announced the successful completion of its consent solicitation with respect to its US$8.1 million in outstanding 8.375 percent senior notes due 2005 and its US$3.9 million in outstanding 8.35 percent senior notes due 2006, effectively eliminating the Corporation's financial reporting obligations under these notes.

For each of the series of notes, the requisite noteholder consents were obtained and, as a result, the notes and the trust indentures under which they were issued are to be amended to eliminate the contractual requirement of the Corporation to file periodic reports with the Alberta Securities Commission or provide equivalent financial information to the noteholders.

The Corporation also announced that it was extending the consent solicitation with respect to its US$8.2 million in outstanding 8.25 percent senior notes due 2017 until 5:00 p.m. EST, on March 8, 2002, unless further extended. Conoco Inc. has irrevocably guaranteed the Corporation's payment obligations on all three series of notes and has agreed to provide the trustee for the notes with copies of Conoco Inc.'s required U.S. SEC filings.

Conoco Canada Resources Limited is a Canadian-based exploration and production company with primary operations in Western Canada, Indonesia, the Netherlands and Ecuador. Conoco Inc. is a major, integrated energy company active in more than 40 countries

www.conoco.com

For further information:

Rick Miller

Conoco Canada Resources Limited

Tel: [phone]