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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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PHILLIPS PETROLEUM COMPANY
(Exact name of registrant as specified in its charter)
Delaware 73-0400345
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
PHILLIPS BUILDING, BARTLESVILLE, OKLAHOMA 74004
(Address of principal executive offices) (Zip Code)
OMNIBUS SECURITIES PLAN
OF PHILLIPS PETROLEUM COMPANY
(Full title of the plan)
John A. Carrig
Vice President and Treasurer
Phillips Petroleum Company
Bartlesville, Oklahoma 74004
(Name and address of agent for service)
918-661-5633
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to to be price per offering registration
be registered registered share price fee
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Common Stock
($1.25 par
value)..... 5,000,000 $43.8125* $219,062,500 $66,383
shares
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-----------------
*Based on provision (c) of Rule 457, the proposed maximum
offering price per share is based on the average of the high and
low prices on July 10, 1997, as reported on July 11, 1997, in
The Wall Street Journal.
<PAGE>
PART I
The documents containing the information specified in this Part I
will be sent or given to employees as specified by Rule
428(b)(1).
1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The documents listed below have been filed by Phillips
Petroleum Company with the Commission and are incorporated herein
by reference:
(a) Phillips Petroleum Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1996, as
amended;
(b) Phillips Petroleum Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1997;
(c) The description of Phillips Petroleum Company's common
stock which is contained in its Registration Statement
filed under Section 12 of the Securities Exchange Act
of 1934, including any amendments or reports filed for
the purpose of updating such description.
All documents subsequently filed by the Registrant or the
Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 after the date of this Prospectus
and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Prospectus and to be part
thereof from the date of filing of such documents.
Experts
The financial statements and financial statement schedule of
Phillips Petroleum Company and consolidated subsidiaries
appearing in the Company's Annual Report on Form 10-K for the
year ended December 31, 1996, as amended, have been audited by
Ernst & Young LLP, independent auditors, as set forth in their
report thereon included therein and incorporated herein by
reference. Such financial statements and schedule are, and
audited financial statements to be included in subsequently filed
documents will be, incorporated herein in reliance upon the
reports of Ernst & Young LLP pertaining to such financial
statements (to the extent covered by consents filed with the
Securities and Exchange Commission) given upon the authority of
such firm as experts in accounting and auditing.
II-1
<PAGE>
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Indemnification provisions of the registrant's bylaws are
supplemented by directors' and officers' liability insurance with
a limit of $200 million, which insurance is subject to a number
of exclusions, deductibles and conditions.
II-2
<PAGE>
Item 8. EXHIBITS
The following exhibits are filed herewith or incorporated by
reference in accordance with Rule 411 of the General Rules and
Regulations under the Securities Act of 1933, as indicated in the
parentheses following the description of each exhibit:
Exhibit 4 Omnibus Securities Plan of Phillips Petroleum
Company (Incorporated by reference to
Exhibit 10(l) to Phillips Petroleum Company's
Annual Report on Form 10-K for the year ended
December 31, 1996, as amended).
Exhibit 5 Opinion of Counsel.
Exhibit 23(a) Consent of Ernst & Young LLP.
(b) Consent of Robert C. Koch, Esq. (included in
Exhibit 5 above).
Exhibit 24(a) Powers of Attorney.
(b) A certified copy of a resolution adopted by the
Board of Directors of Phillips Petroleum Company
authorizing the Chief Executive Officer, the
President, and any Vice President, or any one of
them, to execute the registration statement
including amendments thereto on behalf of the
Company by acting either personally or through
powers of attorney granted to Rand C. Berney,
John A. Carrig and Jacqueline K. Wagner or any
one of them (Incorporated by reference to
Exhibit 24(b) to Phillips Petroleum Company's
Registration Statement on Form S-8 (File
No. 33-53567) filed May 10, 1994).
II-3
<PAGE>
Item 9. UNDERTAKING.
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 Commission pursuant to Rule 424(b) 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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
of this section do not apply if the registration statement is on
Form S-3, Form S-8 or Form F-3, and the information required to
be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission 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.
II-4
<PAGE>
(4) 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 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
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.
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-5
<PAGE>
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 Bartlesville, State of Oklahoma, on
July 15, 1997.
PHILLIPS PETROLEUM COMPANY
W. W. Allen
Chairman of the Board of Directors
and Chief Executive Officer
/s/ Jacqueline K. Wagner
----------------------------------
Jacqueline K. Wagner
Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
Principal executive officer
W. W. Allen Chairman of the
Board of Directors
and Chief Executive
/s/ Jacqueline K. Wagner Officer July 15, 1997
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Jacqueline K. Wagner
Attorney-in-Fact
Principal financial officer
Senior Vice President
and Chief Financial
/s/ T. C. Morris Officer July 15, 1997
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T. C. Morris
Principal accounting officer
Vice President
/s/ Jacqueline K. Wagner and Controller July 15, 1997
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Jacqueline K. Wagner
II-6
<PAGE>
Signature Title Date
--------- ----- ----
W. W. Allen
Norman R. Augustine
George B. Beitzel
David L. Boren
C. L. Bowerman
Robert E. Chappell, Jr.
Lawrence S. Eagleburger
James B. Edwards
Larry D. Horner
J. J. Mulva
Randall L. Tobias
Victoria J. Tschinkel
Kathryn C. Turner
By /s/ Jacqueline K. Wagner Directors July 15, 1997
-------------------------
Jacqueline K. Wagner
Attorney-in-Fact
II-7
<PAGE>
Exhibit 5
PHILLIPS PETROLEUM COMPANY
BARTLESVILLE, OKLAHOMA 74004 918 661-6600
LEGAL
July 15, 1997
Phillips Petroleum Company
Phillips Building
Bartlesville, Oklahoma 74004
Dear Sirs:
I have acted as counsel for Phillips Petroleum Company, a
Delaware corporation (the "Company"), in connection with the
preparation of the Company's Registration Statement on Form S-8 (the
"Registration Statement"), being filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"), in connection with the proposed offering of an
aggregate of 5,000,000 shares of common stock, $1.25 par value, of the
Company (the "Common Stock"). The Common Stock is proposed to be
offered and sold by the Company to its employees from time to time
under the terms of the Omnibus Securities Plan of Phillips Petroleum
Company (the "Plan"), the form of which is filed as Exhibit 4 to the
Registration Statement.
In connection with the foregoing, I have examined the originals
or copies, certified or otherwise authenticated to my satisfaction, of
such corporate records of the Company, agreements and other
instruments, certificates of public officials and of officers of the
Company and other instruments and documents as I have deemed necessary
to require as a basis for the opinions hereinafter expressed. As to
various questions of fact material to such opinions, I have, where
relevant facts were not independently established, relied upon
statements of officers of the Company.
On the basis of the foregoing, I advise you that in my opinion
the Common Stock proposed to be sold by the Company, pursuant to the
Plan, has been duly authorized for issuance and, subject to the
Registration Statement's becoming effective under the Securities Act
and to compliance with any applicable state securities or Blue Sky
laws, will be when sold under the terms of the Plan legally issued,
fully paid and nonassessable.
I hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the Registration
Statement. In giving this consent, I do not thereby admit that I come
within the category of persons whose consent is required under Section
7 of the Securities Act or the rules or regulations of the Securities
and Exchange Commission thereunder.
Very truly yours,
/s/ Robert C. Koch
Exhibit 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Experts" in the Registration Statement (Form S-8), pertaining to
the Omnibus Securities Plan of Phillips Petroleum Company and to
the incorporation by reference therein of our report dated
February 21, 1997, with respect to the consolidated financial
statements and schedule of Phillips Petroleum Company included in
its Annual Report on Form 10-K for the year ended December 31,
1996, as amended, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Tulsa, Oklahoma
July 15, 1997
<PAGE>
Exhibit 24(a)
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes
and appoints John A. Carrig, Jacqueline K. Wagner and Rand C.
Berney, jointly and severally, as his true and lawful attorneys-
in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place, and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to registration statements to be filed
by Phillips Petroleum Company on Forms S-8 relating to Common
Stock issued under benefit plans, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each
said attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that each said attorney-in-fact and agent, or any
of them, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
/s/ W.W. Allen
----------------------------------
W.W. Allen
Chairman of the Board of Directors
and Chief Executive Officer;
Principal Executive Officer
Phillips Petroleum Company
Date: July 14, 1997
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes
and appoints John A. Carrig, Jacqueline K. Wagner and Rand C.
Berney, jointly and severally, as his true and lawful attorneys-in-
fact and agent, with full power of substitution and resubstitution,
for him and in his name, place, and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to registration statements to be filed
by Phillips Petroleum Company on Forms S-8 relating to Common
Stock issued under benefit plans, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each
said attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that each said attorney-in-fact and agent, or any
of them, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
PHILLIPS PETROLEUM COMPANY
/s/ W.W. Allen
----------------------------------
W.W. Allen
Chairman of the Board of Directors
and Chief Executive Officer
Date: July 14, 1997
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes
and appoints John A. Carrig and Rand C. Berney, jointly and
severally, as his true and lawful attorneys-in-fact and agent,
with full power of substitution and resubstitution, for him and
in his name, place, and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to
registration statements to be filed by Phillips Petroleum Company
on Forms S-8 relating to Common Stock issued under benefit plans,
and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto each said attorney-in-fact and
agent full power and authority to do and perform each and every
act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that each
said attorney-in-fact and agent, or any of them, or his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
/s/ Jacqueline K. Wagner
-----------------------------
Jacqueline K. Wagner
Vice President and Controller
Principal Accounting Officer
Phillips Petroleum Company
Date: July 14, 1997
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes
and appoints John A. Carrig, Jacqueline K. Wagner and Rand C.
Berney, jointly and severally, as his true and lawful attorneys-
in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place, and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to registration statements to be filed
by Phillips Petroleum Company on Forms S-8 relating to Common
Stock issued under benefit plans, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each
said attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that each said attorney-in-fact and agent, or any
of them, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
/s/ T.C. Morris
-----------------------------------
T. C. Morris, Senior Vice President
and Chief Financial Officer
Principal Financial Officer
Phillips Petroleum Company
Date: July 11, 1997
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes
and appoints John A. Carrig, Jacqueline K. Wagner and Rand C.
Berney, jointly and severally, as his true and lawful attorneys-
in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place, and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to registration statements to be filed
by Phillips Petroleum Company on Forms S-8 relating to Common
Stock issued under benefit plans, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each
said attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that each said attorney-in-fact and agent, or any
of them, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
/s/ J.J. Mulva
--------------------------
J. J. Mulva, Director
Phillips Petroleum Company
Date: July 14, 1997
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes
and appoints John A. Carrig, Jacqueline K. Wagner and Rand C.
Berney, jointly and severally, as his true and lawful attorneys-
in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place, and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to registration statements to be filed
by Phillips Petroleum Company on Forms S-8 relating to Common
Stock issued under benefit plans, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each
said attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that each said attorney-in-fact and agent, or any
of them, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
/s/ Norman R. Augustine
-----------------------------
Norman R. Augustine, Director
Phillips Petroleum Company
Date: July 14, 1997
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes
and appoints John A. Carrig, Jacqueline K. Wagner and Rand C.
Berney, jointly and severally, as his true and lawful attorneys-
in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place, and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to registration statements to be filed
by Phillips Petroleum Company on Forms S-8 relating to Common
Stock issued under benefit plans, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each
said attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that each said attorney-in-fact and agent, or any
of them, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
/s/ David L. Boren
--------------------------
David L. Boren, Director
Phillips Petroleum Company
Date: July 14, 1997
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes
and appoints John A. Carrig, Jacqueline K. Wagner and Rand C.
Berney, jointly and severally, as his true and lawful attorneys-
in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place, and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to registration statements to be filed
by Phillips Petroleum Company on Forms S-8 relating to Common
Stock issued under benefit plans, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each
said attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that each said attorney-in-fact and agent, or any
of them, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
/s/ C.L. Bowerman
--------------------------
C. L. Bowerman, Director
Phillips Petroleum Company
Date: July 14, 1997
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes
and appoints John A. Carrig, Jacqueline K. Wagner and Rand C.
Berney, jointly and severally, as his true and lawful attorneys-
in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place, and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to registration statements to be filed
by Phillips Petroleum Company on Forms S-8 relating to Common
Stock issued under benefit plans, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each
said attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that each said attorney-in-fact and agent, or any
of them, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
/s/ Robert E. Chappell, Jr.
---------------------------------
Robert E. Chappell, Jr., Director
Phillips Petroleum Company
Date: July 14, 1997
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes
and appoints John A. Carrig, Jacqueline K. Wagner and Rand C.
Berney, jointly and severally, as his true and lawful attorneys-
in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place, and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to registration statements to be filed
by Phillips Petroleum Company on Forms S-8 relating to Common
Stock issued under benefit plans, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each
said attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that each said attorney-in-fact and agent, or any
of them, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
/s/ Lawrence S. Eagleburger
---------------------------------
Lawrence S. Eagleburger, Director
Phillips Petroleum Company
Date: July 13, 1997
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes
and appoints John A. Carrig, Jacqueline K. Wagner and Rand C.
Berney, jointly and severally, as his true and lawful attorneys-
in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place, and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to registration statements to be filed
by Phillips Petroleum Company on Forms S-8 relating to Common
Stock issued under benefit plans, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each
said attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that each said attorney-in-fact and agent, or any
of them, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
/s/ James B. Edwards
--------------------------
James B. Edwards, Director
Phillips Petroleum Company
Date: July 14, 1997
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes
and appoints John A. Carrig, Jacqueline K. Wagner and Rand C.
Berney, jointly and severally, as his true and lawful attorneys-
in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place, and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to registration statements to be filed
by Phillips Petroleum Company on Forms S-8 relating to Common
Stock issued under benefit plans, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each
said attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that each said attorney-in-fact and agent, or any
of them, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
/s/ Larry D. Horner
--------------------------
Larry D. Horner, Director
Phillips Petroleum Company
Date: July 14, 1997
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes
and appoints John A. Carrig, Jacqueline K. Wagner and Rand C.
Berney, jointly and severally, as his true and lawful attorneys-
in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place, and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to registration statements to be filed
by Phillips Petroleum Company on Forms S-8 relating to Common
Stock issued under benefit plans, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each
said attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that each said attorney-in-fact and agent, or any
of them, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
/s/ Randall L. Tobias
---------------------------
Randall L. Tobias, Director
Phillips Petroleum Company
Date: July 14, 1997
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes
and appoints John A. Carrig, Jacqueline K. Wagner and Rand C.
Berney, jointly and severally, as his true and lawful attorneys-
in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place, and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to registration statements to be filed
by Phillips Petroleum Company on Forms S-8 relating to Common
Stock issued under benefit plans, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each
said attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that each said attorney-in-fact and agent, or any
of them, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
/s/ George B. Beitzel
---------------------------
George B. Beitzel, Director
Phillips Petroleum Company
Date: July 14, 1997
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes
and appoints John A. Carrig, Jacqueline K. Wagner and Rand C.
Berney, jointly and severally, as her true and lawful attorneys-
in-fact and agent, with full power of substitution and
resubstitution, for her and in her name, place, and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to registration statements to be filed
by Phillips Petroleum Company on Forms S-8 relating to Common
Stock issued under benefit plans, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each
said attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and
purposes as she might or could do in person, hereby ratifying and
confirming all that each said attorney-in-fact and agent, or any
of them, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
/s/ Kathryn C. Turner
---------------------------
Kathryn C. Turner, Director
Phillips Petroleum Company
Date: July 14, 1997
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes
and appoints John A. Carrig, Jacqueline K. Wagner and Rand C.
Berney, jointly and severally, as her true and lawful attorneys-
in-fact and agent, with full power of substitution and
resubstitution, for her and in her name, place, and stead, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to registration statements to be filed
by Phillips Petroleum Company on Forms S-8 relating to Common
Stock issued under benefit plans, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each
said attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and
purposes as she might or could do in person, hereby ratifying and
confirming all that each said attorney-in-fact and agent, or any
of them, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
/s/ Victoria J. Tschinkel
-------------------------------
Victoria J. Tschinkel, Director
Phillips Petroleum Company
Date: July 14, 1997
<PAGE>
