Exhibit 24(b)



                    PHILLIPS PETROLEUM COMPANY

                      C E R T I F I C A T E
                      ---------------------

     I, the undersigned, D. L. Cone, Assistant 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 at Bartlesville, Oklahoma, on the
14th day of September 1998.
     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canceled or superseded and is in full force and effect as of the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 5th
day of November 1998.



                                             /s/ D. L. Cone
                                        -------------------------
                                           Assistant Secretary


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Phillips Petroleum Company                     Board of Directors


                         R E S O L U T I O N
                         -------------------


RESOLVED, that pursuant to Section 13 of Article III of the
Bylaws of the Company, each director of the Company who is not an
employee of the Company shall:

     effective January 1, 1999

     (a)  be paid a total of $105,000 per calendar year if not a
          committee chairperson and $106,500 per calendar year if
          a committee chairperson, the amounts to be paid one
          half in shares of Phillips Petroleum Company common
          stock (the "Shares"), valued as of the date of the
          grant, and one-half in cash, which shall be payable
          one-twelfth monthly for each month of service as a
          director; and

     (b)  be granted such number of Shares each year so as to
          equal the one half of the Board compensation provided
          in (a) above, such grant to be made effective in its
          entirety on the first business day in January of each
          year for past service during the director's then-
          current term of office; or, in respect of a director
          who served during such term only subsequent to January
          1st of the year, then such grant to be made effective
          in its entirety on the fifteenth day of the month
          following the month of election for past service during
          such term; and

     (c)  be given the opportunity to indicate a preference for
          the stock portion of the Board compensation provided in
          (b) above to be issued in either restricted or
          unrestricted shares; and

     (d)  be given the opportunity to indicate a preference to:
          (i) defer all the cash portion of the Board
          compensation to the Non-Employee Director Deferred
          Compensation Plan or any substitute or replacement
          plan; (ii) direct that all or a portion be used to
          purchase shares of restricted stock; or (iii) direct
          that all or a portion be used to purchase unrestricted
          stock; and

     (e)  be reimbursed for all reasonable expenses incurred in
          attending Board and/or committee meetings upon approval
          thereof by the Chairman of the Board or the President;
          and


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RESOLVED, that effective as of January 1, 1999, each of the
following compensation and benefit plans be and they hereby are
amended to read in the form of the respective drafts presented to
this meeting and marked "Proposed September 14, 1998", a copy of
each of which the Secretary is directed to identify and retain
with the ancillary records pertaining to this meeting:

     Phillips Petroleum Company Stock Plan for Non-Employee
     Directors

     Deferred Compensation Plan for Non-Employee Directors of
     Phillips Petroleum Company

RESOLVED, that until the effective date of the aforesaid
compensation arrangements, the currently-existing arrangements
for compensation corresponding thereto shall remain in full force
and effect, but shall upon such effective date be repealed; and

RESOLVED, that the Chairman of the Board of Directors, the
President, any Executive Vice President, any Vice President, the
Treasurer and any Assistant Treasurer (the "Authorized Officers")
shall be, and each of them is, hereby authorized in the name and
on behalf of the Company, to prepare, or cause to be prepared
pursuant to the Securities Act of 1933, as amended, one or more
registration statements relating to the Shares, which shall be
submitted to the Directors for their review (the "Registration
Statements"); and such registration, notice or identifying
documents required or appropriate under other applicable law or
regulation (foreign or domestic), with full power and authority
to make such changes in form or substance as each of such
Authorized Officers, in his or her discretion, with the advice of
counsel, deems necessary, appropriate or desirable, to execute
each such Registration Statement or document, and upon the
execution by the Company's required officers either personally or
by 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
Authorized Officers of this Company be, and each of such
Authorized 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 Authorized 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 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
and any other documents which may be required or appropriate for
each such Registration Statement, prospectus, or Other Filings as
each of such Authorized Officers, with the advice of counsel,
deems necessary or advisable; and


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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 any of the Shares for 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 Authorized 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 offering and sale of any of the Shares, irrevocable written
consents on the part of the Company to be sued in such
jurisdictions in regard to such matters as the Authorized 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 Shares pursuant to and in
the form prescribed under the California Corporate Securities Law
of 1968; and

RESOLVED, that the Treasurer 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 of the Shares
in the event such application is required to effect listing of
the Shares, and to enter into such agreements and undertakings to
effect such listing as the Authorized 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,


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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 Authorized
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 Shares
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 Shares on behalf of the Company or any
facsimile signatures resembling or purporting to be such
facsimile signatures; and

RESOLVED, that 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 officers' 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.


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