Exhibit 10(m)

                                       BOARD OF DIRECTORS AMENDED
                                                December 14, 1998


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



Section 1.  Purpose of the Plan
            -------------------
The amount of total compensation which is paid to the Non-Employee
Director for services rendered as a Non-Employee Director is set
by resolution of the Board of Directors and is comprised of a
portion paid in cash ("Cash Compensation") and a portion paid in
shares of Phillips Petroleum Company common stock $1.25 par value
("Common Stock") ("Stock Compensation").

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 indicate a preference to:
1) defer the payment of part or all of the Cash Compensation
   payable to the Non-Employee Director ("Cash Payment")
2) receive part or all of the Cash Compensation and part or all
   of the Stock Compensation payable to the Non-Employee
   Director in shares of Unrestricted Stock under the terms of
   the Phillips Petroleum Company Stock Plan for Non-Employee
   Directors ("Unrestricted Stock


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   Award")
3) receive part or all of the Cash Compensation and/or part or
   all of the Stock Compensation in shares of Restricted Stock
   under the terms of the Phillips Petroleum Company Stock Plan
   for Non-Employee Directors ("Restricted Stock Award"),
4) delay the lapsing of restrictions on restricted stock due to
   the attainment of certain ages under the terms of the
   Phillips Petroleum Company Stock Plan for Non-Employee
   Directors ("Restricted Stock Lapsing")
5) defer the value of shares of unrestricted Common Stock which
   would otherwise be delivered to the Non-Employee Director as
   a result of restrictions being lapsed on shares of Restricted
   Stock due to the attainment of certain ages or at Retirement
   under the terms of the Phillips Petroleum Company Stock Plan
   for Non-Employee Directors ("Value of Restricted Stock"), and
6) defer the payment of all or a portion of the lump sum payment
   from the Non-Employee Director Retirement Plan ("Retirement
   Payment").

Section 2.  Indications of Preference
             -------------------------

(a) Cash Payment.  For each calendar year, a Non-Employee
    ------------
    Director may indicate a preference to have payment of part
    or all of the Non-Employee Director's Cash Compensation
    deferred.  On or before December 1 of each year, the
    indication of preference to defer Cash Compensation to be
    paid in the next calendar year may be made by giving written
    notice thereof to the Corporate Secretary, except that such
    indication of


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    preference may be made by the end of the month in which a
    Non-Employee Director is first elected to the Board of
    Directors.  The Chief Executive Officer (CEO) shall consider
    such indication of preference and shall decide whether to
    accept or reject the preference expressed as soon as
    practicable.  Such indication of preference to defer Cash
    Compensation, if accepted, becomes irrevocable on the date
    of such acceptance.

(b) Unrestricted Stock Award.  For each calendar year, a Non-
    ------------------------
    Employee Director may indicate a preference to receive
    Unrestricted Stock for part or all of the Cash Compensation
    and/or part or all of the Stock Compensation that would be
    paid in the next calendar year.  On or before December 1 of
    each year, such indication of preference to receive
    Unrestricted Stock instead of cash and/or for the Stock
    Compensation may be made by giving written notice thereof to
    the Corporate Secretary, except that such indication of
    preference may be made by the end of the month in which a
    Non-Employee Director is first elected to the Board of
    Directors.  The CEO shall consider such indication of
    preference and shall decide whether to accept or reject the
    preference expressed as soon as practicable.  Such
    indication of preference to receive Unrestricted Stock, if
    accepted,  becomes irrevocable on the date of such
    acceptance.

(c) Restricted Stock Award.  For each calendar year, a Non-
    ----------------------
    Employee Director may indicate a preference to receive
    Restricted Stock for part or all of the Cash Compensation
    and/or part or all of the Stock Compensation.  On or before
    December 1 of each year, such indication of preference to
    receive Restricted Stock instead of cash and/or for the
    Stock


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    Compensation that would be paid in the next calendar year
    may be made by giving written notice thereof to the
    Corporate Secretary, except that such indication of
    preference may be made by the end of the month in which a
    Non-Employee Director is first elected to the Board of
    Directors.  The CEO shall consider such indication of
    preference and shall decide whether to accept or reject the
    preference expressed as soon as practicable.  Such
    indication of preference to receive Restricted Stock, if
    accepted, becomes irrevocable on the date of such
    acceptance.

(d) Restricted Stock Lapsing.  Each year Non-Employee Directors
    ------------------------
    who are or will become 65 years of age prior to the end of
    that calendar year or who are over 65 years old and have not
    previously been given the opportunity may indicate a
    preference to delay the lapsing of restrictions on
    Restricted Stock that would otherwise be lapsed based on
    their age under the terms of the Phillips Petroleum Company
    Stock Plan for Non-Employee Directors until the day the
    Director retires from the Board of Directors.  The Non-Employee
    Director must make the indication of preference by giving
    written notice thereof to the Corporate Secretary on
    or before December 1 of that year, except that such
    indication of preference may be made within 30 days of the
    amendment of this plan providing for such indication of
    preference or by the end of the month in which a Non-Employee
    Director is first elected to the Board of Directors
    if such Director would receive shares of Common Stock as a
    result of restrictions being lapsed on shares of Restricted
    Stock based on their age under the terms of the Phillips
    Petroleum Company Stock Plan for Non-Employee Directors.
    The CEO shall consider such indication of preference and
    shall decide whether to accept or


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    reject the preference expressed as soon as practicable.
    Such indication of preference to delay the lapsing of
    restrictions on Restricted Stock, if accepted, becomes
    irrevocable on the date of such acceptance.

(e) Value of Restricted Stock.
    --------------------------
    (i) Each year Non-Employee Directors who are or will become
    65 years of age prior to the end of that calendar year or
    who are over 65 years old and have not previously been given
    the opportunity may indicate a preference concerning the
    deferral of the receipt of the value of all or part of the
    Common Stock which would otherwise be delivered to the Non-
    Employee Director as a result of restrictions being lapsed
    on shares of Restricted Stock based on their age under the
    terms of the Phillips Petroleum Company Stock Plan for Non-
    Employee Directors.
    (ii) If the Non-Employee Director has previously indicated a
    preference to delay the lapsing of restrictions on
    Restricted Stock until the Director retires from the Board
    of Directors, such Non-Employee Director may indicate a
    preference concerning the deferral of the receipt of the
    value of all or part of the Common Stock which would
    otherwise be delivered to the Non-Employee Director as a
    result of restrictions being lapsed on shares of Restricted
    Stock until the Director retires from the Board of
    Directors.
    (iii) The Non-Employee Director must make the indication of
    preference specified in Sections 2(e)(i) and (ii) herein by
    giving written notice to the Corporate Secretary on or
    before December 1 of the applicable year, except that such
    indication of preference may be made within 30 days of the
    amendment of this Plan providing for such indication of


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    preference or by the end of the month in which a Non-Employee
    Director is first elected to the Board of Directors
    if such Director would receive shares of Common Stock as a
    result of restrictions being lapsed on shares of Restricted
    Stock under the terms of the Phillips Petroleum Company
    Stock Plan for Non-Employee Directors prior to the next
    period for indicating such preference.  The CEO shall
    consider such indication of preference and shall decide
    whether to accept or reject the preference expressed as soon
    as practicable.  Such indication of preference to defer the
    value of Restricted Stock, if accepted, becomes irrevocable
    on the date of such acceptance.
(f) 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 150 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 soon
    as practicable.  Such indication of preference to defer the
    Retirement Payment, if accepted, becomes irrevocable on the
    date of such acceptance.


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Section 3.  Deferred Compensation Accounts
             ------------------------------

(a) Credit for Deferral.  The Company will establish and
    -------------------
    maintain an account for each Non-Employee Director who
    defers Cash Compensation, the Value of Restricted Stock
    and/or a Retirement Payment in which will be credited the
    amounts deferred.  Amounts deferred shall be credited as
    soon as practicable but not later than 30 days after the
    date the payment would otherwise have been made.  The value
    of the underlying Restricted Stock shall be the higher of
    (a) the average of the high and low selling prices of the
    Common Stock on the date the restrictions lapse or the last
    trading day before the day the restrictions lapse if such
    date is not a trading day, or (b) the average of the high
    three monthly Fair Market Values of the Common Stock during
    the twelve calendar months preceding the month in which the
    restrictions lapse.  The monthly Fair Market Value of the
    Common Stock is the average of the daily Fair Market Value
    of the Common Stock for each trading day of the month.  The
    daily Fair Market Value of the Common Stock shall be deemed
    equal to the average of the reported highest and lowest
    sales prices per share of such Common Stock as reported on
    the composite tape of the New York Stock Exchange
    transactions, as reported in the Wall Street Journal.

(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


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    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
    securities 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).

    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


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    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.

    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.


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    If any person to whom a payment is due hereunder is under
    legal disability as determined in the sole discretion of the
    Chief Executive Officer, 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.

(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 Cash Compensation and the Value of
    ------------------------------------------------------
    Restricted Stock.  A Non-Employee Director, at the time
    -----------------
    notice of an indication of preference to defer Cash
    Compensation or the Value of Restricted Stock is given,
    shall also specify in writing whether the Cash Compensation
    or the Value of Restricted Stock deferred by such indication
    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


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    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
    from the Board of Directors.  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 defers
    Cash Compensation or the value of Restricted Stock, all
    subsequent deferrals of Cash Compensation and/or the value
    of Restricted Stock will have the same payment option.

b)  Payment Options for Retirement Payment.
    --------------------------------------
    (i)     The payment option for a deferred Retirement Payment
            for a Non-Employee Director who has previously
            deferred Cash Compensation or the Value of
            Restricted Stock 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 Cash Compensation or the Value of
            Restricted Stock will be 10 annual installments with
            the first installment to begin as soon as
            practicable after the first day of the calendar
            quarter which is on or after the Non-Employee
            Director's Retirement, except that a different


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            payment schedule may be selected 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, semi-annual installments of
            not less than 10 nor more than 20, or 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 selected.
            Subject to Section 5, if the CEO, accepts the Non-
            Employee Director's indication of preference, 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 terminates Board service due to (a) not
    being nominated for election to the Board; or (b) not being
    reelected to Board service after being so nominated; or (c)
    resignation from Board service as a result of the Director's
    disability or any reason acceptable to a majority of the
    remaining members of the Board of Directors ("Retires" or
    "Retirement"), in the manner prescribed by the Company,
    revise such payment option and select one of the following
    payment options in place of such payment option:


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    (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,

    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
    Retirement Date, is at least one year from the date the
    payment option was revised and is no later than five (5)
    years after the Non-Employee Director's Retirement Date.
(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 surviving spouse, the surviving
children (natural or adopted) in equal shares, or the Estate of
the deceased Non-Employee Director, in that order of priority,
shall receive the beneficiary's or beneficiaries' portion of the
payments in accordance


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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 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.


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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
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.  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


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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.

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 substantially all of the Company's assets and
    business or with or into which the Company may be
    consolidated or merged.


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

Section 12. Effective Date of the Plan
             --------------------------

This Plan is amended and restated effective as of December 14,
1998.


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