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U.S. 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
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
PHILLIPS BUILDING, BARTLESVILLE, OKLAHOMA 74004
(Address of principal executive offices) (Zip Code)
PHILLIPS PETROLEUM OVERSEAS
STOCK SAVINGS PLAN
(Full title of the plan)
T. C. Morris
Senior Vice President and Chief Financial Officer
18 Phillips Building
Bartlesville, Oklahoma 74004
(Name and address of agent for service)
918-661-8266
(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)..... 650,000 $45.75 $29,737,500 $8,773
shares
- -----------------------------------------------------------------
-----------------
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 October 9, 1998, as reported on October 12, 1998, 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).
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<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, 1997, as
amended;
(b) Phillips Petroleum Company's Quarterly Reports on
Form 10-Q for the quarters ended March 31, 1998, and
June 30, 1998;
(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, 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 from the date of
filing of such documents.
Experts
The consolidated financial statements and schedule of
Phillips Petroleum Company appearing in its Annual Report on
Form 10-K for the year ended December 31, 1997, 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 consolidated financial statements and
schedule are incorporated herein by reference in reliance upon
such report given upon the authority of such firm as experts in
accounting and auditing.
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Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The 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.
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 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 John A. Carrig,
Rand C. Berney and J. W. Sheets or any one of
them.
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;
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<PAGE>
(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.
(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
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<PAGE>
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.
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<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
October 13, 1998.
PHILLIPS PETROLEUM COMPANY
W. W. Allen
Chairman of the Board of Directors
and Chief Executive Officer
/s/ Rand C. Berney
----------------------------------
Rand C. Berney
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
/s/ Rand C. Berney and Chief Executive
- ---------------------------- Officer October 13, 1998
Rand C. Berney
Attorney-in-Fact
Principal financial officer
T. C. Morris
Senior Vice President
/s/ Rand C. Berney and Chief Financial
- ---------------------------- Officer October 13, 1998
Rand C. Berney
Attorney-in-Fact
Principal accounting officer
/s/ Rand C. Berney Vice President and
- ---------------------------- Controller October 13, 1998
Rand C. Berney
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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
Larry D. Horner
J. J. Mulva
Randall L. Tobias
Victoria J. Tschinkel
Kathryn C. Turner
By /s/ Rand C. Berney Directors October 13, 1998
-------------------------
Rand C. Berney
Attorney-in-Fact
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Exhibit 5
PHILLIPS PETROLEUM COMPANY
BARTLESVILLE, OKLAHOMA 74004 918 661-6600
LEGAL
October 13, 1998
Phillips Petroleum Company
Phillips Building
Bartlesville, Oklahoma 74004
Dear Sirs:
I am Senior Counsel to Phillips Petroleum Company, a
Delaware corporation (the "Company"), and in such capacity am
familiar 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 650,000 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 Phillips Petroleum Overseas Stock Savings Plan (the "Plan").
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
<PAGE>
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 Phillips Petroleum Overseas Stock Savings Plan and to the
incorporation by reference therein and in the related prospectus
of our report dated February 23, 1998, with respect to the
consolidated financial statements and schedule of Phillips
Petroleum Company included in its Annual Report (Form 10-K) for
the year ended December 31, 1997, as amended, filed with the U.S.
Securities and Exchange Commission.
/s/ Ernst & Young LLP
-----------------
ERNST & YOUNG LLP
Tulsa, Oklahoma
October 13, 1998
<PAGE>
Exhibit 24(a)
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes
and appoints John A. Carrig, Rand C. Berney and J. W. Sheets,
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: May 6, 1998
--
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes
and appoints John A. Carrig and J. W. Sheets, 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/ Rand C. Berney
----------------------------------
Rand C. Berney
Vice President and Controller;
Principal Accounting Officer
Phillips Petroleum Company
Date: May 6, 1998
--
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes
and appoints John A. Carrig, Rand C. Berney and J. W. Sheets,
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: May 6, 1998
--
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes
and appoints John A. Carrig, Rand C. Berney and J. W. Sheets,
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: May 6, 1998
--
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes
and appoints John A. Carrig, Rand C. Berney and J. W. Sheets,
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: May 11, 1998
--
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes
and appoints John A. Carrig, Rand C. Berney and J. W. Sheets,
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: May 11, 1998
--
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes
and appoints John A. Carrig, Rand C. Berney and J. W. Sheets,
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: May 11, 1998
--
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes
and appoints John A. Carrig, Rand C. Berney and J. W. Sheets,
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: May 6, 1998
--
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes
and appoints John A. Carrig, Rand C. Berney and J. W. Sheets,
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: May 11, 1998
--
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes
and appoints John A. Carrig, Rand C. Berney and J. W. Sheets,
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: May 11, 1998
--
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes
and appoints John A. Carrig, Rand C. Berney and J. W. Sheets,
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: May 12, 1998
--
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes
and appoints John A. Carrig, Rand C. Berney and J. W. Sheets,
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: May 6, 1998
--
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes
and appoints John A. Carrig, Rand C. Berney and J. W. Sheets,
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: May 11, 1998
--
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes
and appoints John A. Carrig, Rand C. Berney and J. W. Sheets,
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: May 11, 1998
--
<PAGE>
POWER OF ATTORNEY
The person whose signature appears below hereby authorizes
and appoints John A. Carrig, Rand C. Berney and J. W. Sheets,
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: May 11, 1998
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<PAGE>
Exhibit 24(b)
PHILLIPS PETROLEUM COMPANY
CERTIFICATE
-----------
I, the undersigned, Dale J. Billam, Secretary of Phillips
Petroleum Company, a Delaware corporation, do hereby certify that
the attached is a full, true and correct copy of a resolution
adopted by the Directors of said corporation at a meeting of said
Board duly held in Bartlesville, Oklahoma, on the 13th day of
January 1997.
I further certify that said resolution has not been amended,
canceled or superseded and is in full force and effect as of the
date of this certificate.
Given under my hand and the seal of the corporation this
12th day of October 1998.
/s/ Dale J. Billam
-------------------
Secretary
<PAGE>
AGENDA ITEM NO. 5C
Phillips Petroleum Company Board of Directors
R E S O L U T I O N
-------------------
RESOLVED, that this Board hereby authorizes the issuance or sale
of, or any contract to issue or sell, from time to time, shares
of the common stock of the Company ("Stock") pursuant to Phillips
Petroleum Overseas Stock Savings Plan, Phillips Petroleum
Resources Ltd. Canada Region Employee Savings Plan and Employee
Share Allocation Scheme of Phillips Petroleum Company United
Kingdom Ltd. (collectively the "Plans", and each a "Plan"), which
Plans have been approved and adopted by the Company and the
Boards of Directors of the appropriate subsidiary; and
RESOLVED, FURTHER, that in regard to the sale of the Stock and
participation in the Plans (collectively the "Securities", and
each a "Security") there has been made available for the
Directors' review a registration statement on Form S-8 for each
Plan prepared pursuant to the Securities Act of 1933, as amended
(collectively the "Registration Statements", and each a
"Registration Statement"), the Chairman of the Board of
Directors, the President, any Executive Vice President, any
Senior Vice President or any Vice President (the "Authorized
Officers") shall be, and each of them is, hereby authorized in
the name and on behalf of the Company, with advice of counsel,
and in regard to the Securities, to prepare or cause to be
prepared such other registration, notice or identifying documents
required or appropriate under other applicable law or regulation,
foreign or domestic, ("Other Documents"), with full power and
authority to make such changes in form or substance as each of
such officers, in his discretion, with the advice of counsel,
deems necessary, appropriate or desirable, to execute each such
Registration Statement or Other Document and upon the execution
by the Company's required officers either personally or by an
attorney-in-fact, which is hereby authorized, and the execution
thereof by such directors of this Company as are necessary,
either personally or by an attorney-in-fact, the officers of this
Company be, and each of such officers hereby is, authorized and
directed to cause the same to be filed, published or distributed
as is required or appropriate (filings, publications or
distributions other than in the U.S. hereinafter referred to as
"Other Filings"); and that the officers of the Company be, and
each of them is, hereby authorized in the name and on behalf of
the Company to prepare or cause to be prepared and to execute and
secure execution by the required officers and directors
personally or by an attorney-in-fact, and to file, publish or
distribute or cause to be filed, published or distributed, after
such executions, with the appropriate agency or commission, such
amendments and supplements, including pre-effective amendments,
post-effective amendments or supplements to the Registration
Statements or prospectus contained therein or related thereto or
Other Documents as may be required or appropriate for the Other
Filings, together with all documents or exhibits and all
certificates, letters, instruments, applications
<PAGE>
and any other documents which may be required or appropriate for
such Registration Statement, prospectus, or Other Filings as each
of such officers, with the advice of counsel, deem necessary or
advisable; and
RESOLVED, that the Authorized Officers be, and each of them is,
hereby authorized in the name and on behalf of the Company to
take any and all action which they may, with the advice of
counsel, deem necessary or appropriate in order to effect the
registration or qualification of or obtain similar authorization
or clearance for all or part of any issue of Securities for
issuance, offer and sale under the securities or Blue Sky laws or
regulation of any of the States of the U.S. and the District of
Columbia or the Securities under any applicable laws or
regulations of any other jurisdictions or to effect compliance
with any such applicable law or regulation, and in connection
therewith to execute, acknowledge, verify, deliver, file and
publish all such applications, reports, covenants, resolutions
and other papers and instruments as may be required or
appropriate under such law or regulations, and to take any and
all such further action as each such officer may deem necessary
or appropriate in order to maintain any such registration,
qualification, authorization, clearance or compliance for as long
as he may deem to be in the best interests of the Company,
consistent with the forms, terms and conditions approved by the
Authorized Officers under the authority delegated to them set
forth above; and
RESOLVED, that the Authorized Officers be, and each of them is,
hereby authorized to execute and file in the name and on behalf
of the Company in such jurisdictions of the U.S. or elsewhere
wherein consents to service of process may be requisite or
appropriate under the securities laws thereof in connection with
the issuance, offering and sale of any of the Securities,
irrevocable written consents on the part of the Company to be
used in such jurisdictions in regard to such matters as the
officer acting considers necessary or appropriate, and to appoint
one or more appropriate official persons or agents for the
Company for the purpose of receiving and accepting process in
such suits; and
RESOLVED, that such corporation(s), firm(s) or person(s) as may
be selected by the Authorized Officers be, and each of them
hereby is, appointed attorney-in-fact for the purposes of
executing an application for the registration, as may be
necessary or appropriate, of any of the Securities pursuant to
and in the form prescribed under the California Corporate
Securities Law of 1968; and
RESOLVED, that the Senior Vice President and Chief Financial
Officer of the Company be, and he hereby is, appointed as the
Agent for Service to be named in any communications for the
Company in connection with any Registration Statement; and
RESOLVED, that the Authorized Officers be, and each of them is,
hereby authorized by the Company to make such applications to
such securities exchanges or similar organization in the U.S. or
elsewhere, if any, for the listing thereon of any issue of
securities, and to enter into such agreements and undertakings to
effect such listing as the
-2-
<PAGE>
officer acting shall deem necessary, desirable or appropriate,
and to appear before the appropriate officials of said exchange
or organization, with authority to make such changes, with the
advice of counsel, in any such application or in any agreement,
instrument or document relative thereto as may be necessary or
appropriate in connection with such listing; and
RESOLVED, that the Authorized Officers be, and each of them is,
hereby authorized to execute agreements between the Company and
such exchange or organization in such form as such officer, with
the advice of counsel, deems necessary, appropriate or advisable
and as may be required by or acceptable to such exchange or
organization, to indemnify and hold harmless said exchange or
organization, its Governors, directors, officers and employees,
and any purchaser for value of any of the Securities against any
and all losses, liabilities, claims, damages or expenses (whether
such claims be groundless or otherwise), including costs,
disbursements and counsel fees, arising out of any act done in
reliance upon the authenticity of the facsimile signatures of
authorized officers of the Company in connection with the
execution of the Securities on behalf of the Company or any
facsimile signatures resembling or purporting to be such
facsimile signatures; and
RESOLVED, that subject to the authority delegated by the Plan,
the Authorized Officers of this Company are hereby authorized, in
the name and on behalf of this Company, to make, execute and
deliver or cause to be made, executed and delivered, all such
officer's certificates and such other agreements, undertakings,
documents or instruments or to perform or cause to be performed
such other acts as each Authorized Officer may deem necessary,
appropriate or desirable to effectuate the purpose and intent of
the foregoing resolutions.
<PAGE>
