Exhibit 10(q)

                                       BOARD OF DIRECTORS AMENDED
                                                     MAY 11, 1998


                 DEFINED CONTRIBUTION MAKEUP PLAN
                                OF
                    PHILLIPS PETROLEUM COMPANY


Section 1.  Definitions.

For purposes of the Plan, the following terms, as used herein,
shall have the meaning specified:

(a)  "Affiliated Company" means any company or other legal entity
     which is controlled, either directly or indirectly, by the
     Company.

(b)  "Allocation Ratio" shall mean the ratio determined by
     dividing (i) an amount equal to the total value of the
     unallocated shares of Stock allocated to LTSSP participants
     and beneficiaries as of a LTSSP Basic Allocation Date or
     Supplemental Allocation Date (as defined in the LTSSP) by
     (ii) an amount equal to the total net LTSSP Fund K deposits
     used in the calculation of the LTSSP Basic Allocation or
     Supplemental Allocation (as defined in the LTSSP).

(c)  "Beneficiary" means a person or persons designated by a
     Participant to receive, in the event of death, any unpaid
     portion of a Participant's Benefit from this Plan.  Any
     Participant may, subject to such limitations as may be
     prescribed by the Committee, designate one or more persons
     primarily or contingently as beneficiaries in writing upon
     forms supplied by and delivered to the Company, and may
     revoke such designations in writing.  If a Participant fails
     effectively to designate a beneficiary, then the Benefits
     will be paid in the following order of priority:
     (i)       Surviving spouse;
     (ii)      Surviving children in equal shares;


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     (iii)     To the estate of the Participant.

(d)  "Benefit" shall mean an obligation of the Company to pay
     amounts from this Plan.

(e)  "Board" means the Board of Directors of the Company as it
     may be comprised from time to time.

(f)  "Code" means the Internal Revenue Code of 1986, as amended
     from time to time, or any successor statute.

(g)  "Committee" means the Compensation Committee of the Board or
     any successor committee with substantially the same
     responsibilities.

(h)  "Company" means Phillips Petroleum Company, a Delaware
     corporation or any successor corporation.

(i)  "Employee" means any individual who is a salaried employee
     of the Company or any Participating Subsidiary.

(j)  "Exchange Act" eans the Securities Exchange Act of 1934, as
     amended and in effect from time to time, or any successor
     statute.

(k)  "Highly Compensated Employee"shall mean an Employee whose
     compensation exceeds the amount set forth in Code Sec-
     tion 401(a)(17), as amended from time to time.

(l)  "KEDCP" shall mean the Key Employee Deferred Compensation
     Plan of Phillips Petroleum Company.


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(m)  "LTSSP" means the Long-Term Stock Savings Plan of Phillips
     Petroleum Company.

(n)  "Participant" means an Employee who is eligible to receive a
     Benefit from this Plan as a result of being a Highly Compen-
     sated Employee.

(o)  "Participating Subsidiary" means a subsidiary of the Com-
     pany, 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, which has
     adopted the Thrift Plan and the LTSSP, and one or more
     Employees of which are Participants, or are eligible for
     Benefits pursuant to this Plan.

(p)  "Pay" means, with respect to a Participant's Supplemental
     Thrift Account, "Pay" as defined in the Thrift Plan, and
     with respect to a Participant's Supplemental LTSSP Account,
     "Pay" as defined in the LTSSP, except in each case without
     regard to Pay Limitations or a voluntary Salary Reduction
     under provisions of the Key Employee Deferred Compensation
     Plan of Phillips Petroleum Company.

(q)  "Pay Limitations" means the compensation limitations
     applicable to the Thrift Plan and the LTSSP that are set
     forth in Code Section 401(a)(17) in effect January 10, 1994,
     the date the Plan was adopted, and that limit Pay for
     purposes of those plans.

(r)  "Plan Administrator" means the Executive Vice President,
     Planning, Corporate Relations and Services, or his
     successor.


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(s)  "Retirement" means termination of employment with the
     Company or a Participating Subsidiary which qualifies the
     Employee for Retirement as that term is defined in the
     Retirement Income Plan of Phillips Petroleum Company or of
     the applicable retirement plan of a Participating
     Subsidiary.

(t)  "Stock" means shares of Common Stock of the Company, par
     value $1.25.

(u)  "Supplemental LTSSP Account" means the Plan Benefit account
     of a Participant which reflects the portion of his or her
     Benefit which is intended to replace certain LTSSP benefits
     to which the Participant might otherwise be entitled but for
     the application of the Pay Limitations.

(v)  "Supplemental Thrift Account" means the Plan Benefit account
     of a Participant which reflects the portion of his or her
     Benefit which is intended to replace certain Thrift Plan
     benefits to which the Participant might otherwise be
     entitled but for the application of the Pay Limitations.

(w)  "Thrift Plan" shall mean the Thrift Plan of Phillips
     Petroleum Company.

(x)  "Trustee" shall mean 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.

(y)  "Valuation Date" means, as to Supplemental Thrift Accounts,
     the Valuation Date defined in the Thrift Plan, and as to
     Supplemental LTSSP Accounts, the Valuation Date defined in
     the LTSSP.


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Section 2.  Purpose.

The purpose of this Plan is to provide supplemental benefits for
those Employees whose benefits under the Thrift Plan and LTSSP
are affected by Pay Limitations or by a voluntary reduction in
salary under provisions of KEDCP.  This Plan is intended to be
and shall be administered as an unfunded benefit plan for Highly
Compensated Employees.

Section 3.  Eligibility.

Benefits may be granted only to Employees who are also Highly
Compensated Employees.

Section 4.  Supplemental Thrift Benefits.

For each month in which Company Contributions to a Participant's
account in Fund C of the Thrift Plan are, or would be, limited by
the Pay Limitations and/or by a voluntary salary reduction, a
Benefit amount shall be credited to his or her Supplemental
Thrift Account.  The amount to be credited shall be calculated in
units as though the Participant had deposited 5% of the
Participant's Pay in excess of the Pay Limitations and/or
voluntary salary reduction to Fund B of the Thrift Plan and shall
be equal to, (i) 1.25% of the Participant's Pay in excess of the
Pay Limitations and/or voluntary salary reduction, divided by
(ii) the applicable unit value for Thrift Plan Fund C.  This
amount shall be credited as of the Valuation Date that Company
Contributions would have been made to Fund C had the Participant
made a Basic Deposit to the Thrift Plan in the month for which
the Pay Limitations and/or voluntary salary reduction apply.  A
Supplemental Thrift Account unit shall have a value equivalent to
the value of a unit in Fund C of the Thrift Plan.


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4.1  Supplemental Thrift Account Earnings

As of each date that units attributable to dividends or other
earnings are credited to Fund C of the Thrift Plan, additional
units shall be credited to a Participant's Supplemental Thrift
Account.  The total number of such units credited to Supplemental
Thrift Plan Accounts shall be determined by multiplying the sum
of all units in the Supplemental Thrift Accounts by a fraction,
the numerator of which is the total number of units added to Fund
C of the Thrift Plan as a result of the receipt of such dividends
or other earnings, and the denominator of which is the sum of all
units in Fund C of the Thrift Plan immediately prior to the
crediting of such additional units attributable to such dividends
or other earnings.  Each Participant shall be credited with a pro
rata share of such new units based upon relative values of
Participant Supplemental Thrift Accounts on the Valuation Date
such units are added to the Plan.

Section 5.  Supplemental LTSSP Benefits.

For each month in which a Basic Allocation or Supplemental
Allocation to a Participant's account in Fund L of the LTSSP is,
or would be, limited by the Pay Limitations and/or by a voluntary
salary reduction, a Benefit amount shall be credited to his or
her Supplemental LTSSP Account.  The amount to be credited shall
be calculated in units as though the Participant had deposited 1%
of the Participant's Pay in excess of the Pay Limitations and/or
voluntary salary reduction to Fund K of the LTSSP and shall be
equal to (i) 1% of the Participant's Pay in excess of the Pay
Limitations and/or voluntary salary reduction multiplied by the
applicable Allocation Ratio, divided by (ii) the applicable unit
value for LTSSP Fund L.  This amount shall be credited as of the
Valuation Date that the Basic Allocation or Supplemental
Allocation to Fund L would have been made had the Participant
made a Deposit


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to Fund K of the LTSSP in the month for which the Pay Limitations
and/or voluntary salary reduction apply.  A Supplemental LTSSP
Account unit shall have a value equivalent to a unit in Fund L of
the LTSSP.

5.1  Supplemental LTSSP Account Earnings

As of each date that units attributable to dividends or other
earnings are credited to Fund L of the LTSSP, additional units
shall be credited to a Participant's Supplemental LTSSP Account.
The total number of such units credited to all Supplemental LTSSP
Accounts shall be determined by multiplying the sum of all units
in the Supplemental LTSSP Accounts by a fraction, the numerator
of which is the total number of units added to Fund L of the
LTSSP as a result of the receipt of such dividends or other
earnings, and the denominator of which is the sum of all units in
Fund L of the LTSSP immediately prior to crediting of such
dividends or other earnings.  Each Participant shall be credited
with a pro rata share of such new units based upon relative
values of Participant Supplemental LTSSP Accounts on the
Valuation Date such units are added to the Plan.

Section 6.  Payment.

If a Participant terminates employment with the Company or any
Affiliated Company for any reason except death or Retirement,
Benefits which the Participant is eligible to receive under this
Plan shall be paid in one lump sum cash payment as soon as
practicable following his or her termination except that if a
Participant is notified of layoff during or after the year in
which the Participant reaches age 50 and prior to Retirement,
then the Participant shall be deemed to have "retired" for
purposes of expressing a preference to defer such lump sum cash
payment.  If a Participant dies prior to Retirement, Benefits
which the


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Participant is eligible to receive under this Plan shall be paid
in one lump sum cash payment to the Participant's Beneficiary as
soon as practicable after his or her death.  If a Participant
retires, Benefits which the Participant is eligible to receive
under this Plan shall be paid in one lump sum cash payment as
soon as practicable following the first Valuation Date following
the Participant's Retirement; provided that a Participant who is
retiring or deemed to be retiring may, in the period beginning
365 days prior to and ending no less than 90 days prior to such
Participant's Retirement date, express a preference to have such
lump sum cash payment credited as an Award under the Company's
Key Employee Deferred Compensation Plan except that if a
Participant is notified of layoff and if there are not at least
120 days between the date the Participant is notified of layoff
and the Participant's termination date, the Participant may
express such preference to have the lump sum cash payment
credited as an award under the Company's Key Employee Deferred
Compensation Plan within 30 days of being notified of layoff.

All lump sum cash payments shall be made only as of a Valuation
Date and shall be net of withholding for applicable taxes
required by law.

The Chief Executive Officer of the Company, with respect to
Participants who are not subject to Section 16 of the Exchange
Act, and the Committee, with respect to Participants 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 the Chief Executive Officer or the Committee, as
applicable, accepts such Participant's preference, the
Participant's Benefit from this Plan shall be credited as an
Award under the Key Employee Deferred Compensation Plan as soon
as practicable after the Participant's Retirement date.


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Section 7.  Administration.

(a)  The Plan shall be administered by the Plan Administrator.
     The Plan Administrator may delegate to employees of the
     Company the authority to execute and deliver such
     instruments and documents, to do all such acts and things,
     and to take all such other steps deemed necessary, advisable
     or convenient for the effective administration of the Plan
     in accordance with its terms and purpose, except that the
     Plan Administrator may not delegate any discretionary
     authority with respect to substantive decisions or functions
     regarding the Plan or Benefits thereunder.

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


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(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 8.  Rights of Employees and Participants.

Nothing contained in the Plan (or in any other documents related
to this Plan or to any Benefit) shall confer upon any Employee or
Participant any right to continue in the employ or other service
of the Company or constitute any contract or limit in any way the
right of the Company to change such person's compensation or
other benefits or to terminate the employment of such person with
or without cause.

Section 9.     Awards in Foreign Countries.

The Committee shall have the authority to adopt such
modifications, procedures and subplans as may be necessary or
desirable to comply with provisions of the laws of foreign
countries in which the Company or its Participating Subsidiaries
may operate to assure the viability of the Benefits of
Participants employed in such countries and to meet the purpose
of this Plan.


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Section 10.  Amendment and Termination.

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 a Participant 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.

Section 11.  Unfunded Plan.

All amounts payable under this Plan shall be paid solely from the
general assets of the Company and any rights accruing to a
Participant 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 unfunded for purposes of Title I of ERISA.

Section 12.  Miscellaneous Provisions.

(a)  No right or interest of a Participant under this Plan shall
     be assignable or transferable, in whole or in part, directly
     or indirectly, by operation of law or otherwise (excluding
     devolution upon death or mental incompetency), without the
     prior consent of the Board.

(b)  This Plan shall be effective as of January 1, 1994.

(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 main-


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     tained by the Company, nor shall this Plan be deemed to
     amend or modify the provisions of the Thrift Plan or the
     LTSSP.

(d)  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.

(e)  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.



2DP/037
05-08-1998


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