Exhibit 10(n)

                                       BOARD OF DIRECTORS AMENDED
                                                     MAY 11, 1998



    KEY EMPLOYEE MISSED CREDITED SERVICE RETIREMENT PLAN OF
                    PHILLIPS PETROLEUM COMPANY

                             PURPOSE
The purpose of the Key Employee Missed Credited Service
Retirement Plan of Phillips Petroleum Company (the "Plan") is to
attract and retain key employees by restoring retirement benefits
which are missing for certain periods of Company service.  This
Plan is intended to be and shall be administered as an unfunded
excess benefit plan for a select group of Highly Compensated
Employees.

SECTION I.  Definitions.
            -----------

As used in this Plan:
(a) "Board" shall mean the board of directors of the Company.
(b) "Chief Executive Officer (CEO)" shall mean the Chief
    Executive Officer of the Company.
(c) "Code" shall mean the Internal Revenue Code of 1986, as
    amended from time to time.
(d) "Committee" shall mean the Compensation Committee of the
    Board.
(e) "Company" shall mean a company or other corporation which is
    a member of the control group of corporations (defined in


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    Code Section 414(b)) of which Phillips Petroleum Company is
    a member.
(f) "Employee" shall mean a person who is an active participant
    in the Retirement Plan and who qualifies as a Highly
    Compensated Employee who as of May 1, 1995 is classified on
    the Company's records as a job schedule 51 grades 32 and
    above, all schedule 66 job grades, or a job schedule 70L
    grades 07 or 08.
(g) "ERISA" shall mean the Employee Retirement Income Security
    Act of 1974, as amended from time to time, or any successor
    statute.
(h) "Exchange Act" shall mean the Securities Exchange Act of
    1934, as amended and in effect from time to time, or any
    successor statute.
(i) "Foreign Plan Offset" shall mean the amounts of the vested
    monthly retirement income from the I.E.L. Pension Plan or
    foreign retirement plans maintained or sponsored by the
    Company which is or would be payable in the form of a single
    life annuity upon reaching normal retirement age under such
    plans.  If necessary, such retirement income shall be
    converted into a dollar amount using the exchange rate for
    the effective date of the Employee's transfer onto the U.S.
    payroll (or the next business day rate if there is no rate
    for that day) as published in the Wall Street Journal, and
    shall be converted into a monthly single life annuity using
    the actuarial standards set out in Section 5 of Article V of
    the Retirement Plan for a deemed commencement date as of the


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    first day of the month of transfer into the Retirement Plan.
    The Foreign Plan Offset shall be limited to no more than the
    amount by which the Missed Credited Service Retirement
    Benefit of the Employee would have been increased by the
    Missed Credited Service Months attributable to the months of
    participation in the I.E.L. Pension Plan or other foreign
    plans.
(j) "Highly Compensated Employee" shall mean an Employee who is
    Highly Compensated within the meaning of ERISA Sections
    3(36) and 4(b)(5) subject to Section IV.
(k) "Incentive Compensation Plan" shall mean the Incentive
    Compensation Plan of the Company, or the Annual Incentive
    Compensation Plan of Phillips Petroleum Company, or similar
    plan of a Participating Subsidiary, or any similar or
    successor plans, or all, as the context may require.
(l) "KEDCP" shall mean the Key Employee Deferred Compensation
    Plan of Phillips Petroleum Company or any similar or
    successor plans.
(m) "Missed Credited Service Months" shall mean the number of
    months during any employment period with the Company not
    included as Credited Service in the Retirement Plan as
    calculated in Section II.
(n) "Missed Credited Service Retirement Benefit" shall mean the
    supplemental retirement benefit that would be calculated
    under the Retirement Plan using as Credited Service the
    Missed Credited Service Months in addition to the Credited
    Service and using Total Final Average Earnings, without


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    regard for Internal Revenue Service limitations relating to
    Code Sections 401(a)(17) or 415, and reduced by:
        (1) any offset applied to the retirement benefit which
        would be payable at normal retirement age due to a
        Foreign Plan Offset or due to withdrawals or benefit
        commencement from the Retirement Plan or the Key
        Employee Supplemental Retirement Plan, made in the
        manner specified in the Retirement Plan, and
        (2) retirement benefits payable from the Retirement Plan
        and from the Key Employee Supplemental Retirement Plan.
(o) "Participating Subsidiary" shall mean a subsidiary of the
    Company, of which the Company beneficially owns, directly or
    indirectly, more than 50% of the aggregate voting power of
    all outstanding classes and series of stock, where such
    subsidiary has adopted one or more plans making participants
    eligible for participation in this Plan.
(p) "Plan" shall mean the Key Employee Missed Credited Service
    Retirement Plan of Phillips Petroleum Company, the terms of
    which are stated in and by this document.
(q) "Plan Administrator" shall mean the Executive Vice
    President, Planning, Corporate Relations and Services, or
    his successor.
(r) "Retirement Plan" shall mean the Retirement Income Plan of
    Phillips Petroleum Company, which plan is qualified under
    Code Section 401(a).  The following terms used in the Plan
    shall be determined in accordance with the provisions of the
    Retirement Income Plan:


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    (1) Approved Leave of Absence
    (2) Credited Service
    (3) Non-contributory Benefits Schedule and
    (4) Normal Retirement Date
(s) "Total Final Average Earnings" shall mean the average of the
    high 3 earnings, excluding Incentive Compensation Plan
    awards, paid in consecutive years of the last 11 years
    including the year prior in which termination of employment
    occurs plus the average of the high 3 Incentive Compensation
    awards for any of such last 11 years under the Incentive
    Compensation Plan, whether paid or deferred.
(t) "Trustee" means the trustee of the grantor trust established
    by the Trust Agreement between the Company and Wachovia
    Bank, N.A. dated as of June 1, 1998, or any successor
    trustee.

SECTION II.  Eligibility for Benefits.
             -------------------------

Each Employee shall be eligible for a Missed Credited Service
Retirement Benefit as a result of Missed Credited Service Months
for service with the Company (provided that the full number of
months as calculated below exceeds one) during any period of
employment on the direct payroll of the Company which is not
included as Credited Service under the other rules of the
Retirement Plan, except for months attributable to the following:


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    (a) Service while classified as an employee eligible for
        participation in the Retirement Savings Plan of Phillips
        Petroleum Company or its predecessor plans,
    (b) Service with a company prior to its acquisition by the
        Company,
    (c) Service while classified on Company's records as a
        Temporary or Intermittent employee prior to January 1,
        1990,
    (d) Service as a non-managerial retail marketing outlet
        employee,
    (e) Service in a category which is specifically excluded
        from the Retirement Plan by the definition of Employee
        or by Article II of the Retirement Plan at the time the
        person becomes an Employee, with the exception of
        international expatriates and foreign nationals,
    (f) Periods while on an Approved Leave of Absence,
    (g) Service as an employee who has commenced retirement
        benefits on or after his earliest Early Retirement Date
        and thereafter resumes employment duties with the
        Company,
    (h) Service associated with absence due to a strike,
    (i) Periods associated with absence due to discharge,
           or
    (j) An earlier employment period with the Company followed
        by an absence from employment exceeding (i) 120 months
        from the end of employment date if that date occurred on
        or before January 1, 1985, or (ii) 60 months from the


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        end of employment date if that date occurred after
        January 1, 1985.
    In calculating the Missed Credited Service Months under this
    paragraph, the beginning and ending dates of an employment
    period shall be deemed to be as follows:

    Actual Beginning or Ending Dates   Deemed Date
    ----------------------------------------------
    December 17 through January 16      January 1
    January 17  through February 16     February 1
    February 17 through March 16        March 1
    March 17 through April 16           April 1
    April 17 through May 16             May 1
    May 17 through June 16              June 1
    June 17 through July 16             July 1
    July 17 through August 16           August 1
    August 17 through September 16      September 1
    September 17 through October 16     October 1
    October 17 through November 16      November 1
    November 17 through December 16     December 1

    For the purposes of this Plan, the number of full months
    during any period of employment will be determined by
    subtracting the beginning deemed date and actual year from
    the ending deemed date and actual year.  The Missed Credited
    Service Months restored pursuant to the provisions of this
    Plan should be deemed to have been completed under the Non-
    contributory Benefits Schedule of the Retirement Plan but
    shall not entitle any Employee to current service benefits,


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    as described in Article IV of the Retirement Plan, with
    respect to such period.

SECTION III.  Plan Benefits.
              -------------

Supplemental payments will be made in the amount of the Missed
Credited Service Retirement Benefit to the Employee or the
Employee's surviving spouse (in the case of the death of an
Employee prior to retirement or the death of a former Employee
prior to commencing retirement benefits).

SECTION IV.  Form and Payment of Benefits.
             ----------------------------

Subject to the requirement that the manner of payment of
supplemental retirement benefits which an Employee is eligible to
receive under this Plan, the Key Employee Supplemental Retirement
Plan of Phillips Petroleum Company, the Principal Corporate
Officers Supplemental Retirement Plan of Phillips Petroleum
Company, the Phillips Petroleum Company Supplemental Executive
Retirement Plan, the Phillips Petroleum Company Key Employee
Death Protection Plan and any similar plan or plans of the
Company or a Participating Subsidiary, shall be the same and,
subject further to the condition that an Employee who receives
payments under this Plan in the manner described in Section IV
(b) hereof, shall agree to be available to provide from time to
time advice and consultation to the Company after reasonable
notice and for reasonable compensation therefor:


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    (a) An Employee may elect in the manner prescribed by the
        Plan Administrator to have the payments provided for
        hereunder made on a straight life annuity basis, or to
        have such life annuity payments converted in the manner
        provided by the Retirement Plan to any one of the other
        forms of payments which the Employee would be entitled
        to select (except the lump-sum settlement option) if
        such payments were to be paid to the Employee under the
        Retirement Plan.
    (b) Notwithstanding (a) above, an Employee who is commencing
        retirement benefits at age 60 or older may, not earlier
        than 90 days nor later than 30 days prior to commencing
        retirement benefits, express a preference, in the manner
        prescribed by the Plan Administrator, to have the
        payment of the amounts provided for hereunder converted
        in the manner provided by the Retirement Plan from a
        life annuity basis to one lump-sum payment of which all
        or part of the lump sum payment is either paid to the
        Employee or considered an award pursuant to the
        provisions of KEDCP.  The Chief Executive Officer, with
        respect to Employees who are not subject to Section 16
        of the Exchange Act, and the Committee, with respect to
        Employees who are subject to Section 16 of the Exchange
        Act, shall consider such indication of preference and
        shall respectively decide in the Chief Executive
        Officer's or the Committee's sole discretion whether to
        accept or reject the preference expressed.  In the event


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        the Chief Executive Officer or the Committee, as
        applicable, accepts such Employee's preference, part or
        all of the Plan benefits shall be paid in a lump sum as
        soon as practicable after the later of such acceptance
        or the Employee's retirement benefit commencement date
        or credited as of the Employee's retirement benefit
        commencement date to the Employee's KEDCP account as
        applicable.

SECTION V.  Method of Providing Benefits.
            ----------------------------

All amounts payable under this Plan shall be paid solely from the
general assets of the Company and any rights accruing to an
eligible Employee or Retiree under the Plan shall be those of a
general creditor; provided, however, that the Company may
establish a grantor trust to satisfy part or all of its Plan
payment obligations so long as the Plan remains an unfunded
excess benefit plan for purposes of Title I of ERISA.

SECTION VI.  Nonassignability.
             ----------------

The right of an Employee, or beneficiary, or other person who
becomes entitled to receive payments under this Plan, shall not
be assignable or subject to garnishment, attachment or any other
legal process by the creditors of, or other claimants against,
the Employee, beneficiary, or other such person.


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SECTION VII.  Administration.
              --------------

(a) The Plan shall be administered by the Plan Administrator.
    The Plan Administrator may adopt such rules, regulations and
    forms as deemed desirable for administration of the Plan and
    shall have the discretionary authority to allocate
    responsibilities under the Plan to such other persons as may
    be designated, whether or not employee members of the Board.
(b) Any claim for benefits hereunder shall be presented in
    writing to the Plan Administrator for consideration, grant
    or denial.  In the event that a claim is denied in whole or
    in part by the Plan Administrator, the claimant, within
    ninety days of receipt of said claim by the Plan
    Administrator, shall receive written notice of denial.  Such
    notice shall contain:

    (1) a statement of the specific reason or reasons for the
        denial;

    (2) specific references to the pertinent provisions
        hereunder on which such denial is based;

    (3) a description of any additional material or information
        necessary to perfect the claim and an explanation of why
        such material or information is necessary; and


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    (4) an explanation of the following claims review procedure
        set forth in paragraph (c) below.

(c) Any claimant who feels that a claim has been improperly
    denied in whole or in part by the Plan Administrator may
    request a review of the denial by making written application
    to the Trustee.  The claimant shall have the right to review
    all pertinent documents relating to said claim and to submit
    issues and comments in writing to the Trustee.  Any person
    filing an appeal from the denial of a claim must do so in
    writing within sixty days after receipt of written notice of
    denial.  The Trustee shall render a decision regarding the
    claim within sixty days after receipt of a request for
    review, unless special circumstances require an extension of
    time for processing, in which case a decision shall be
    rendered within a reasonable time, but not later than 120
    days after receipt of the request for review.  The decision
    of the Trustee shall be in writing and, in the case of the
    denial of a claim in whole or in part, shall set forth the
    same information as is required in an initial notice of
    denial by the Plan Administrator, other than an explanation
    of this claims review procedure.  The Trustee shall have
    absolute discretion in carrying out its responsibilities to
    make its decision of an appeal, including the authority to
    interpret and construe the terms hereunder, and all
    interpretations, findings of fact, and the decision of the


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    Trustee regarding the appeal shall be final, conclusive and
    binding on all parties.

(d) Compliance with the procedures described in paragraphs (b)
    and (c) shall be a condition precedent to the filing of any
    action to obtain any benefit or enforce any right which any
    individual may claim hereunder.  Notwithstanding anything to
    the contrary in this Plan, these paragraphs (b), (c) and (d)
    may not be amended without the written consent of a seventy-
    five percent (75%) majority of Participants and Beneficiaries
    and such paragraphs shall survive the termination of this Plan
    with all benefits accrued hereunder have been paid.

SECTION VIII.  Employment not Affected by Plan.
               -------------------------------

Participation or nonparticipation in this Plan shall neither
adversely affect any person's employment status, or confer any
special rights on any person other than those expressly stated in
the Plan.  Participation in the Plan by an Employee of the
Company or of a Participating Subsidiary shall not affect the
Company's or the Participating Subsidiary's right to terminate
the Employee's employment or to change the Employee's
compensation or position.


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SECTION IX.  Miscellaneous Provisions.
             ------------------------

(a) The Board reserves the right to amend or terminate this Plan
    at any time, if, in the sole judgment of the Board, such
    amendment or termination is deemed desirable; provided that
    no member of the Board who is also an Employee or Retiree
    shall participate in any action which has the actual or
    potential effect of increasing his or her benefits
    hereunder, and further provided, the Company shall remain
    liable for any benefits accrued under this Plan prior to the
    date of amendment or termination.

(b) Except as otherwise provided herein, the Plan shall be
    binding upon the Company, its successors and assigns,
    including but not limited to any corporation which may
    acquire all or substantially all of the Company's assets and
    business or with or into which the Company may be
    consolidated or merged.

(c) No amount accrued or payable hereunder shall be deemed to be
    a portion of an Employee's compensation or earnings for the
    purpose of any other employee benefit plan adopted or
    maintained by the Company, nor shall this Plan be deemed to
    amend or modify the provisions of the Retirement Plan.

(d) The Plan shall be construed, regulated, and administered in
    accordance with the laws of the State of Oklahoma except to


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    the extent that said laws have been preempted by the laws of
    the United States.


2DP\040
05-08-1998


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