Exhibit 10(k)


                                            BOARD OF DIRECTORS AMENDED
                                                        APRIL 10, 1995


             NON-EMPLOYEE DIRECTOR RETIREMENT PLAN
                 OF PHILLIPS PETROLEUM COMPANY


                      ARTICLE I - PURPOSE
                      -------------------

The Non-Employee Director Retirement Plan is intended to provide
Non-Employee Directors with income commencing upon their retirement
from service on the Phillips Petroleum Company Board of Directors.



                    ARTICLE II - DEFINITIONS
                    ------------------------

The following terms, when used in this Plan, have the following
meaning unless the context clearly indicates otherwise:

   1.  "Plan" shall mean the Non-Employee Director Retirement
       Plan of Phillips Petroleum Company, the terms and provi-
       sions of which are herein set forth, together with such
       amendments thereto as may hereafter from time to time be
       adopted.

   2.  "Company" shall mean Phillips Petroleum Company.

   3.  "Board" shall mean the Board of Directors of the Company.


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   4.  "Non-Employee Director" shall mean a member of the Board
       of Directors who is not a present employee nor former
       employee of the Company or any of its subsidiaries.

   5.  "Chief Executive Officer" shall mean the Chief Executive
       Officer of the Company.

   6.  "Disability" shall mean that condition in which, by reason
       of bodily injury or disease, a Non-Employee Director is
       prevented from serving in such capacity.  All determina-
       tions of Disability shall be made by a physician selected
       by the Company.

   7.  "Fair Market Value" shall be calculated as the average of
       the high three monthly fair market values of the Company
       common stock during the twelve calendar months in the
       relevant calendar year preceding the month in which the
       Non-Employee Director retires.  The monthly fair market
       value of the Company common stock is the average of the
       daily fair market value of the stock for each trading day
       of the month.  The daily fair market value of the stock
       shall be deemed equal to the average of the high and low
       selling prices of the stock on the New York Stock Exchange, as
       reported in the Wall Street Journal.


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   8.  "Retires" or "Retirement" shall mean the termination of
       Board service due to a) the Non-Employee Director's not
       being nominated for election to the Board; or b) the Non-Employee
       Director's not being reelected to Board service after being so
       nominated; or c) the Non-Employee Director's resignation from Board
       service for any reason, including Disability.

   9.  "Years of Service" shall mean the number of full and
       partial consecutive calendar years during which the Non-Employee
       Director was a member of the Board.

   10. "Annual Board Service Retainer" shall mean the sum of the
       cash compensation paid for Board service exclusive of
       compensation for committee membership and of fees for
       attendance at Board or Committee meetings, if any, plus
       the value of the Company common stock granted, if any, to
       a Non-Employee Director during the twelve calendar months
       immediately preceding the date on which the Non-Employee
       Director retires, such value to be determined as the
       product of the number of shares of such common stock
       granted multipled by the higher of the Fair Market Value
       for the last year or the average of the high three Fair
       Market Values calculated in accordance with Article II,

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       Section 7, for the last ten years preceding the Non-Employee
       Director's retirement.



                   ARTICLE III - ELIGIBILITY
                   -------------------------

Only Non-Employee Directors are eligible to participate in the
Plan.



          ARTICLE IV - PAYMENT OF RETIREMENT BENEFITS
          -------------------------------------------

Upon Retirement from Board service each Non-Employee Director shall
receive payments under this Plan.
   a)  These payments shall be made on a monthly basis beginning
       on or about the first of the month after Retirement.  The
       amount of these monthly payments shall be equal to the Annual
       Board Service Retainer divided by 12; provided, however, that
       the amount of payments to any retired Non-Employee Director who
       has commenced receiving payments from this Plan prior to April 10,
       1995, shall not be increased or paid in a different manner, but
       shall be paid in the same amount and manner as in effect at the
       time payments commenced.  These payments shall continue for a
       number of months equal to Years of Service times 12.


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   b)  Notwithstanding (a) above, a Retiring Non-Employee
       Director may, not earlier than 365 days nor later than 30
       days prior to the date retirement benefit payments would
       begin, express a preference, in the manner prescribed by
       the Chief Executive Officer, to have the monthly payment
       provided hereunder converted to one lump sum payment which
       is calculated as the present value of the monthly payment
       amount using the December 1 of the year prior to Retirement
       rate of the 30-year Treasury Bond as quoted in the Federal
       Reserve Statistical Release Bulletin No. H.15, or
       the comparable successor publication, and the number of
       Years of Service.

       All or part of such lump sum payment may be either paid to
       the Non-Employee Director or considered for deferral under
       the Deferred Compensation Plan for Non-Employee Directors
       of Phillips Petroleum Company.  The Chief Executive
       Officer shall consider such indication of preference for
       a lump sum and shall respectively decide in the Chief
       Executive Officer's sole discretion whether to accept or
       reject the preference expressed.  In the event the Chief
       Executive Officer accepts such Non-Employee Director's
       preference for a lump sum, part or all of the retirement
       benefit shall be paid in a lump sum as soon as practicable


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       after the later of such acceptance or on or about the
       first of the month after Retirement.



           ARTICLE V - DEATH OF NON-EMPLOYEE DIRECTOR
           ------------------------------------------

In the event a Non-Employee Director dies prior to Retirement, no
benefits shall be payable from this Plan.  After commencement of
Retirement payments, if paid as a monthly payment determined in
accordance with Article IV (a), such monthly payments will continue
until the total number of payments has been made, or the death of
the retired Non-Employee Director, whichever occurs first.  If
death occurs first, then the remaining payments shall be made to
the surviving spouse, if any.  If there is no surviving spouse, or
if the surviving spouse should die, then there will be no further
payment obligation under this Plan.



                  ARTICLE VI - ADMINISTRATION
                  ---------------------------

The Chief Executive Officer is authorized, subject to the provi-
sions of the Plan, to establish rules and regulations, to make
determinations under and such interpretations of, and to take steps
in connection with the Plan as the Chief Executive Officer deems
necessary or advisable, and to appoint agents as the Chief
Executive Officer deems appropriate for the proper administration


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of the Plan.  Each determination, interpretation, or other action
made or taken pursuant to the provisions of the Plan by the Chief
Executive Officer shall be reported to the Board of Directors and
once so reported shall be final and shall be binding and conclusive
for all purposes and upon all persons.



       ARTICLE VII - TERMINATION OR AMENDMENT OF THE PLAN
       --------------------------------------------------

The Board may at any time terminate the Plan and may from time to
time alter or amend the Plan, or any part thereof, (including any
amendment deemed necessary to ensure that the Company may comply
with any regulatory requirement); provided, however, that no
director may act to terminate or amend the Plan if such action
would either increase benefits payable under the Plan to that
director or remove or reduce the risk that such director's benefits
under the Plan might be forfeited.  Such termination or amendment
will not negatively impact any rights or benefits accrued to date
of such termination or amendment under this Plan.



                ARTICLE VIII - NON-ASSIGNABILITY
                --------------------------------

Retirement payments may not be pledged, anticipated, assigned
(either at law or in equity), alienated or subject to attachment,
garnishment, levy, execution or other legal or equitable process.


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                   ARTICLE IX - MISCELLANEOUS
                   --------------------------

(a)    All amounts payable under this 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 surviving spouse under the Plan shall be those
       of a 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.

(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)    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.



             ARTICLE X - EFFECTIVE DATE OF THE PLAN
             --------------------------------------

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




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