Exhibit 10(m)

                                         Board of Directors Amended
                                                     April 10, 1995


                    DEFERRED COMPENSATION PLAN
                               FOR
                      NON-EMPLOYEE DIRECTORS
                                OF
                    PHILLIPS PETROLEUM COMPANY



Section 1.  Purpose of the Plan

The purpose of the Deferred Compensation Plan for Non-Employee
Directors ("Plan") is to provide a program whereby a member of the
Board of Directors of Phillips Petroleum Company ("Company") who is
not an officer, present employee, nor former employee of the
Company or any of its subsidiaries ("Non-Employee Director") may
defer the payment of all or a specific amount of the cash compensa-
tion payable to the Non-Employee Director for all services rendered
as a Non-Employee Director ("Compensation") and may defer the
payment of all or a portion of the lump sum payment from the Non-Employee
Director Retirement Plan ("Retirement Payment").

Section 2.  Election or Indication of Preference to Defer


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(a) Compensation.  For each calendar year, a Non-Employee Director
    may elect to have payment of part or all of the Non-Employee
    Director's Compensation deferred.  On or before December 1 of
    each year, the election to defer Compensation to be earned in
    the next calendar year may be made by giving written notice
    thereof to the Corporate Secretary.  Such election to defer
    becomes irrevocable on the last day of the year in which the
    election is made.

(b) Retirement Payment.  If a Non-Employee Director prefers to
    defer under this Plan all or part of the lump sum payment from
    the Non-Employee Director Retirement Plan, the Non-Employee
    Director must indicate such preference to the Chief Executive
    Officer (CEO) of the Company.  The Non-Employee Director's
    preference must be received by the Corporate Secretary in the
    period beginning 365 days prior to and ending no less than 30
    days prior to the date the retirement payment is to be made.
    Such indication must be in writing signed by the Non-Employee
    Director and must state the portion of the lump sum payment the
    Non-Employee Director desires to be deferred.  The CEO shall
    consider such indication of preference as submitted and shall
    decide whether to accept or reject the preference expressed as


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    soon as practicable.  Such indication of preference, if
    accepted, becomes irrevocable on the date of such acceptance.

Section 3.  Deferred Compensation Accounts

(a) Credit for Deferral.  The Company will establish and maintain
    an account for each Non-Employee Director who elects to defer
    Compensation and/or a Retirement Payment in which will be
    credited the amounts deferred.  Amounts deferred shall be
    credited as soon as practicable after the date assigned to the
    deferral by the Company.

(b) Designation of Investments.  The amount in each Non-Employee
    Director's Deferred Compensation Account shall be deemed to
    have been invested and reinvested from time to time, in such
    "eligible securities" as the Non-Employee Director shall
    designate.  Prior to or in the absence of a Non-Employee
    Director's designation, the Company shall designate an
    "eligible security" in which the Non-Employee Director's
    Deferred Compensation Account shall be deemed to have been
    invested until designation instructions are received from the
    Non-Employee Director.  Eligible securities are those securi-


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    ties designated by the Treasurer of the Company.  The Treasurer
    of the Company may include as eligible securities, stocks
    listed on a national securities exchange, and bonds, notes,
    debentures, corporate or governmental, either listed on a
    national securities exchange or for which price quotations are
    published in The Wall Street Journal and shares issued by
    investment companies commonly known as "mutual funds".  The
    Non-Employee Director's Deferred Compensation Account will be
    adjusted to reflect the deemed gains, losses and earnings as
    though the amount deferred was actually invested and reinvested
    in the eligible securities for the Non-Employee Director's
    Deferred Compensation Account.

    Notwithstanding anything to the contrary in this section 3(b),
    in the event the Company actually purchases or sells such
    securities in the quantities and at the times the securities
    are deemed to be purchased or sold for a Non-Employee
    Director's Deferred Compensation Account, the Account shall be
    adjusted accordingly to reflect the price actually paid or
    received by the Company for such securities after adjustment
    for all transaction expenses incurred (including without
    limitation brokerage fees and stock transfer taxes).


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    In the case of any deemed purchase not actually made by the
    Company, the Deferred Compensation Account shall be charged
    with a dollar amount equal to the quantity and kind of
    securities deemed to have been purchased multiplied by the fair
    market value of such security on the date of reference and
    shall be credited with the quantity and kind of securities so
    deemed to have been purchased.  In the case of any deemed sale
    not actually made by the Company, the account shall be charged
    with the quantity and kind of securities deemed to have been
    sold, and shall be credited with a dollar amount equal to the
    quantity and kind of securities deemed to have been sold
    multiplied by the fair market value of such security on the
    date of reference.  As used herein "fair market value" means
    in the case of a listed security the closing price on the date
    of reference, or if there were no sales on such date, then the
    closing price on the nearest preceding day on which there were
    such sales, and in the case of an unlisted security the mean
    between the bid and asked prices on the date of reference, or
    if no such prices are available for such date, then the mean
    between the bid and asked prices to the nearest preceding day
    for which such prices are available.


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    The Treasurer may also designate a Fund Manager to provide
    services which may include recordkeeping, Non-Employee Director
    accounting, Non-Employee Director communication, payment of
    installments to the Non-Employee Director, tax reporting and
    any other services specified by the Company in agreement with
    the Fund Manager.

(c) Payments.  A Non-Employee Director's Deferred Compensation
    Account shall be debited with respect to payments made from the
    account pursuant to this Plan as of the date such payments are
    made from the account.  The payment shall be made as soon as
    practicable, but no later than 30 days, after the installment
    payment date.

    If any person to whom a payment is due hereunder is under legal
    disability as determined in the sole discretion of the Plan
    Administrator, the Company shall have the power to cause the
    payment due such person to be made to such person's guardian
    or other legal representative for the person's benefit, and
    such payment shall constitute a full release and discharge of
    the Company and any fiduciary of the Plan.


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(d) Statements.  At least one time per year the Company or the
    Company's designee will furnish each Non-Employee Director a
    written statement setting forth the current balance in the Non-
    Employee Director's Deferred Compensation Account, the amounts
    credited or debited to such account since the last statement
    and the payment schedule of deferred amounts and deemed gains,
    losses and earnings accrued thereon as provided by the deferred
    payment option selected by the Non-Employee Director.

Section 4.  Deferred Payment Options

(a) Payment Options for Compensation.  A Non-Employee Director, at
    the time notice of election to defer Compensation is given,
    shall also specify in writing whether the Compensation deferred
    by such election and any deemed gains, losses and earnings
    accrued thereon is to be paid in one lump sum or in annual
    installments of not less than 5 nor more than 10.  If a lump
    sum payment is selected, the Non-Employee Director will specify
    the date the lump sum payment is to be made so long as the date
    is the first day of a calendar quarter, and is at least one
    year from the date of the election or is specified as the first
    day of the calendar quarter following retirement under the


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    terms of the Non-Employee Director Retirement Plan.  If annual
    installments of not less than 5 nor more than 10 are selected,
    the first installment will begin as soon as practicable after
    the first day of the calendar quarter which is on or after the
    Non-Employee Director's retirement.  After a payment option is
    selected the first time a Non-Employee Director elects to defer
    Compensation, all subsequent deferrals of Compensation will be
    the same payment option.

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 b)  Payment Options for Retirement Payment.
    (i)     The payment option for a deferred Retirement Payment
            for a Non-Employee Director who has previously deferred
            Compensation will be the same as the payment
            option for the deferred Compensation.

    (ii)    The payment option for a deferred Retirement Payment
            for a Non-Employee Director who has not previously
            deferred Compensation may be elected by the Non-Employee
            Director at the time the Non-Employee Director submits a
            preference to defer all or part of the lump sum Retirement
            payment.  The payment options in
            this situation are:  annual installments of not less
            than 5 nor more than 10, in semi-annual installments
            of not less than 10 nor more than 20, or in quarterly
            installments of not less than 20 nor more than 40.
            The first installment to commence as soon as practicable after
            any date specified by the Non-Employee
            Director, so long as such date is the first day of a
            calendar quarter and is at least one year from the
            date the payout option was elected.  Subject to
            Section 5, if the CEO, accepts the Non-Employee

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            Director's indication of preference, the election of
            the method of payment of the deferred Retirement
            Payment shall become irrevocable.

(c) Payment Option Revision.  If a Non-Employee Director specified
    annual installments of not less than 5 nor more than 10
    pursuant to Section 4(a) herein, the Non-Employee Director may
    at any time during a period beginning 365 days prior to and
    ending 90 days prior to the date the Non-Employee Director
    retires under the terms of the Non-Employee Director Retirement
    Plan, in the manner prescribed by the Company, revise such
    payment option and elect one of the following payment options
    in place of such payment option:

    (i)     annual installments of not less than 5 nor more than
            10,
    (ii)    semi-annual installments of not less than 10 nor more
            than 20, or
    (iii)   quarterly installments of not less than 20 nor more
            than 40,


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    with the first installment to commence, as soon as practicable
    following any date specified by the Non-Employee Director so
    long as such date is the  first day of a calendar quarter, is
    on or after the Non-Employee Director's first day of retirement
    and is at least one year from the date the payment option was
    revised.

(d) Installment Amount.  The amount of each installment shall be
    determined by dividing the balance in the Non-Employee
    Director's Deferred Compensation Account as of the date the
    installment is to be paid, by the number of installments
    remaining to be paid (inclusive of the current installment).

Section 5.  Death of Non-Employee Director

Upon the death of a Non-Employee Director, the Non-Employee
Director's beneficiary or beneficiaries designated in accordance
with Section 6 of this Plan, or, in the absence of an effective
beneficiary designation, the spouse, children (natural or adopted),
or the legal representative(s) of the deceased Non-Employee
Director, in that order of priority, shall receive the
beneficiary's or beneficiaries' portion of the payments in


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accordance with the deferred payment schedule selected by the
Non-Employee Director, whether the Non-Employee Director's death
occurred before or after such payments have commenced; provided,
however, such payments may be made in a different manner if the
beneficiary or beneficiaries entitled to receive such payments, due
to an unanticipated emergency caused by an event beyond the control
of the beneficiary or beneficiaries that results in financial
hardship to the beneficiary or beneficiaries, so requests and the
CEO gives written consent to the method of payment requested.

Section 6.  Designation of Beneficiary

Each Non-Employee Director who defers under this Plan shall
designate a beneficiary or beneficiaries to receive the entire
balance of the Non-Employee Director's Deferred Compensation
Account by giving signed written notice of such designation to the
Corporate Secretary.  The Non-Employee Director may from time to
time change or cancel any previous beneficiary designation in the
same manner.  The last written beneficiary designation received by
the Corporate Secretary shall be controlling over any prior
designation and over any testamentary or other disposition.  After
receipt by the Corporate Secretary of such written designation, it


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shall take effect as of the date on which it was signed by the
Non-Employee Director, whether the Non-Employee Director is living
at the time of such receipt, but without prejudice to the Company
on account of any payment made under this Plan before receipt of
such designation.

Section 7.  Nonassignability

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

Section 8.  Administration, Interpretation and Amendment

The Plan shall be administered by the Chief Executive Officer of
the Company.  The decision of the Chief Executive Officer with
respect to any questions arising as to the interpretation of this
Plan, including the severability of any and all of the provisions
thereof, shall be final, conclusive and binding.  The Company
reserves the right to amend this Plan from time to time or to


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terminate the Plan entirely, provided, however, that no amendment
may affect the balance in a Non-Employee Director's account on the
effective date of the amendment.  A Non-Employee Director shall not
participate in a decision to amend or terminate this Plan.  In the
event of termination of the Plan, the Chief Executive Officer in
the Chief Executive Officer's sole discretion, may elect to pay in
one lump sum as soon as practicable after termination of the Plan,
the balance then in the Non-Employee Director's account.

Section 9.  Nonsegregation

Amounts deferred pursuant to this Plan and the crediting of amounts
to a Non-Employee Director's Deferred Compensation Account shall
represent the Company's unfunded and unsecured promise to pay
compensation in the future.  With respect to said amounts, the
relationship of the Company and a Non-Employee Director shall be
that of debtor and general unsecured creditor.  While the Company
may make investments for the purpose of measuring and meeting its
obligations under this Plan such investments shall remain the sole
property of the Company subject to claims of its creditors
generally, and shall not be deemed to form or be included in any
part of the Deferred Compensation Account.


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Section 10. Funding

All amounts payable under the Plan are unfunded and unsecured
benefits and shall be paid solely from the general assets of the
Company and any rights accruing to the Non-Employee Director or the
beneficiary under this Plan shall be those of an unsecured general
creditor; provided, however, that the Company may establish a
grantor trust to pay part or all of its Plan payment obligations so
long as the Plan remains unfunded for federal tax purposes.

Section 11. Miscellaneous

(a) 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 substan-
    tially all of the Company's assets and business or with or into
    which the Company may be consolidated or merged.

(b) This Plan shall be construed, regulated, and administered in
    accordance with the laws of the State of Oklahoma except to the
    extent that said laws have been preempted by the laws of the
    United States.


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Section 12. Effective Date of the Plan

This Plan is amended and restated effective as of April 10, 1995.


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