Exhibit 10(e)

                         1990 STOCK PLAN
                                OF
                     PHILLIPS PETROLEUM COMPANY
                    (As Approved April 25, 1989)

 1.  PURPOSE
     The purpose of the 1990 Stock Plan of Phillips Petroleum
     company is to provide incentive earnings opportunities to
     those key employees whose decisions and actions most directly
     affect the profitability and growth of the Company and its
     subsidiaries.  Since the incentive earnings opportunities
     under this Plan are based on the market value of the
     Company's Common Stock, it will have the additional effect of
     increasing these employees' identity of interest with that of
     the Company's stockholders.  There are two programs permitted
     by this Plan; a Stock Option Plan and the Strategic Incentive
     Plan.

 2.  DEFINITIONS
     (a)  "Board" shall mean the Board of Directors of the
          Company.
     (b)  "Code" shall mean the Internal Revenue Code of 1986, as
          amended from time to time.
     (c)  "Company" shall mean Phillips Petroleum Company.
     (d)  "Committee" shall mean the Compensation Committee of the
          Board of Directors as appointed from time to time, and
          consisting of not less than three Board members.  Each
          member of the Committee shall be a "disinterested



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          person" as that term is now or hereafter defined in Rule
          16(b)(3) of the Securities and Exchange Commission.
     (e)  "Earned Award" shall mean the award which an SIP
          Participant is entitled to receive under the Strategic
          Incentive Plan.
     (f)  "Employee" shall mean any person employed by the Company
          or a Subsidiary on a full-time salaried basis, including
          officers and employee directors thereof.
     (g)  "Fair Market Value" shall mean the average of the
          highest price and the lowest price at which Stock shall
          have been sold on the date of the grant of the Option as
          reflected on the consolidated tape of New York Stock
          Exchange issues.  In the event that any Options shall be
          granted on a date on which there were no such sales of
          Stock, the fair market value of Stock on such date shall
          be the average of the highest price and the lowest price
          at which Stock shall have been sold on the last trading
          day preceding the date of grant of such Option as
          reflected on the consolidated tape of New York Stock
          Exchange issues.
     (h)  "Incentive Stock Option" or "ISO" shall mean an Option
          which meets or complies with the terms and conditions
          set forth in Section 422A of the Code and Treasury
          regulations promulgated thereunder.
     (i)  "Indicators of Performance" shall mean the criteria
          which the Committee will use at the conclusion of the
          Performance Period to evaluate the Company's overall
          performance as described in Section 9(b) of this Plan.

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          "Strategic Incentive Plan Participant" or "SIP
          Participant" shall mean any eligible Employee who has
          been so designated by the Committee.
     (k)  "Option" or "Stock Option" shall mean a right granted
          under the Plan to an Optionee to purchase a stated
          number of shares of Stock at a stated exercise price.
     (l)  "Optionee" shall mean an employee who has received a
          Stock Option granted under the Plan.
     (m)  "Performance Period" shall mean a period established by
          the Committee beginning on the first day of a calendar
          year, or not less than three consecutive calendar years,
          at the conclusion of which settlement will be made with
          a SIP Participant with respect to his Earned Award.
     (n)  "Plan" shall mean the 1990 Stock Plan of Phillips
          Petroleum Company.
     (o)  "Restricted Stock" shall mean Stock which is not
          transferable except in accordance with the terms
          established for such transfer at the time of its issue
          in accordance with the plan under which it was issued.
     (p)  "Stock" shall mean the common stock, including both
          Restricted and unrestricted Stock, of the Company.
     (q)  "Stock Appreciation Right" or "ISAR" shall mean the right
          of an Optionee to exercise an option granted in
          accordance with Section 8 of this Plan.
     (r)  "Subsidiary" shall mean any corporation, a majority of
          the voting stock of which is beneficially owned,
          directly or indirectly, by the Company.


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     (s)  "Target Award" shall mean the award, expressed in shares
          of Stock, which will be considered an Earned Award,
          absent any adjustment thereto for individual
          performance, if the Committee determines pursuant to
          Section 9(b) of this Plan that the Company's overall
          performance was "competitive".
     (t)  "Total Disability" and "Totally Disabled" shall mean the
          condition in which, by reason of bodily injury or
          disease, an employee is and will at all times thereafter
          be wholly prevented from engaging in any occupation or
          employment for compensation, profit or gain.  All determinations
          of Total Disability shall be made by the insurance company
          carrying the group life insurance plan
          of the Company on the date on which the employee,
          whether or not eligible for benefits under such
          insurance plan, becomes Totally Disabled.

 3.  ADMINISTRATION
     The Committee is authorized, subject to the provisions of the
     Plan, from time to time to establish such rules and
     regulations and to appoint such agents as it deems
     appropriate for the proper administration of the Plan, and to
     make such determinations under, and such interpretations of,
     and to take such steps in connection with the Plan or the
     Options or Stock Appreciation Rights or the Strategic
     Incentive Plan as it deems necessary or advisable.  Each
     determination, interpretation, or other action made or taken
     pursuant to the provision of the Plan by the Committee shall
     be final and shall be binding and conclusive for all purposes


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     and upon all persons.  Notwithstanding any provision of the
     Plan or any Administrative Procedure adopted thereunder which
     may be capable of being construed to the contrary, no
     discretion concerning the administration of the Plan in so
     far as it relates to persons subject to Section 16 of the
     Securities Exchange Act of 1934 shall be afforded to a person
     who is not a disinterested person in respect of the Plan.

 4.  ELIGIBILITY
     Only those Employees who, in the sole judgment of the
     Committee, may have a significant effect on the
     profitability and growth of the Company, shall be eligible to
     receive options and Stock Appreciation Rights under this
     Plan.  Of such Employees, those who are in positions
     evaluated at grade 35 or higher under the company's salary
     administration system are eligible for participation in the
     Strategic Incentive Plan; provided, however, the Committee
     may also permit Employees eligible for Participation in the
     Plan evaluated at less than grade 35 to participate in the
     Strategic Incentive Plan if in the opinion of the Committee
     such Employees have a significant effect on the Company's
     long term growth and profitability.

 5.  MAXIMUM-SHARES AVAILABLE
     The Stock to be distributed under the Plan may be either
     authorized and unissued shares or issued shares whether held
     in the treasury of the Company or otherwise.  The total
     amount of Stock which, under the provisions of this Plan, may
     be subject to delivery on the exercise of Options, issued in
     satisfaction of exercised Options or SARS, or issued under


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     the Strategic Incentive Plan shall not exceed 8.6 million
     shares of the Company's stock, which represents approximately
     3.5% of the number of issued and outstanding shares of Stock
     as of December 31, 1988.  The maximum number of shares is
     subject to adjustment in accordance with the provisions of
     Section 10 hereof.  In determining the number of shares
     subject to delivery under this Plan, those represented by
     cancelled Options, forfeited Options, expired Options and
     non-earned awards under the Strategic Incentive Plan shall be
     returned upon the occurrence of such event to the pool of
     shares available for distribution under the Plan and may be
     the subject of further Options or SARS, or may be issued
     under the Strategic Incentive Plan.

 6.  STOCK OPTIONS
     (a)  Award of Options. (i) The Committee, at any time and
          from time to time prior to December 31, 1994, may grant
          Options under the Plan to eligible Employees, for such
          numbers of shares and having such terms as the Committee
          shall designate, subject, however, to the provisions of
          the Plan.  The Committee will also determine the type of
          Option granted (e.g., ISO, nonstatutory, other statutory Options
          as from time to time may be permitted by the
          Code) or a combination of various types of options.
          Options designated as ISOs shall comply with all the
          provisions of Section 422A(b) of the Code and applicable
          Treasury Department regulations.  The aggregate Fair
          Market Value (determined at the time the option is
          granted) of Stock with respect to which ISOs are
          exercisable for the first time by any individual during


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          a calendar year under all plans of the Company, and any
          subsidiary shall not exceed $100,000.  All shares over
          the $100,000 first exercisable value shall be granted as
          a non-qualified Option.  The date on which an Option
          shall be granted shall be the date of the Committee's
          authorization of such grant.  Any individual at any one
          time and from time to time may hold more than one Option
          granted under the Plan or under any other Stock plan of
          the Company. (ii) Each Option shall be evidenced by a
          Stock Option Agreement in such form and containing such
          provisions not inconsistent with the provisions of the
          Plan as the Committee from time to time shall approve.
     (b)  Exercise Price. The price at which shares of Stock may
          be purchased under an Option shall not be less than 100
          percent of the Fair Market Value of the Stock on the
          date the Option is granted.
     (c)  Term of Options. The period during which an Option may
          be exercised shall be determined by the Committee;
          provided, that such period will not be longer than ten
          years from the date on which the option is granted for
          those Options designated as ISOs or 11 years for other
          types of Options.  The date or dates on which
          installment portion(s) of an Option may be exercised
          during the term of an option shall be determined by the
          Committee and may vary from Option to Option.  If the
          Committee makes no such specific arrangement with
          respect to an Option, each such Option granted pursuant


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          to the Plan shall become exercisable in four
          installments.  The first such installment shall become
          exercisable on the first anniversary of the date of the
          grant for 25 percent of the number of shares of Stock
          subject to the Option.  Thereafter, on each anniversary
          of the date of the grant an installment shall become
          exercisable for an additional 25 percent of the number
          of shares of Stock subject to the Option until the
          Option shall have become fully exercisable.  To the
          extent that an installment is not exercised when it
          becomes exercisable, it shall not expire but shall
          continue to be exercisable at any time thereafter until
          the option shall be cancelled, expire or be surrendered.
          The Committee may accelerate the exercise schedule on
          outstanding Options, if in its sole judgment conditions
          are such to warrant such acceleration.
     (d)  Termination of Employment. (i) If, prior to a date one
          year from the date an option shall have been granted,
          the Optionee's employment with the Company or Subsidiary
          shall be terminated for any reason, such option shall be
          cancelled and all rights thereunder shall cease;
          provided that an Option granted in any year to an
          Optionee who terminates employment on January 1 of the
          following year due to retirement pursuant to the terms
          of a retirement plan of the Company or a Subsidiary


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          shall not be cancelled for that reason, and provided,
          further, the Committee may, in its sole discretion
          determine that all or any portion of any other Option
          shall not be cancelled due to termination of employment
          prior to a date one year from the date the Option shall
          have been granted.
          (ii) If, on or after one year from the date an Option
          shall have been granted, an Optionee's employment with
          the Company or Subsidiary is terminated for any reason
          except retirement pursuant to the terms of a retirement
          plan of the Company or a Subsidiary, Total Disability,
          or death, any Option so granted under the Plan shall be
          cancelled on such termination; provided, that the
          Committee may, in its sole discretion, determine that
          all or a portion of any such Option shall not be
          cancelled.
          (iii) If, on or after a date one year from the date the
          Option is granted, an Optionee shall terminate
          employment by reason of retirement pursuant to a
          retirement plan of the Company or Subsidiary, or by
          reason of Total Disability, the Optionee shall retain
          all rights provided by the Option at the time of such
          termination of employment.  If on or after a date one
          year from the date the Option is granted, or such
          shorter period as may be permitted pursuant to (d)(ii)
          above, an optionee shall die while in the employ of the


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          Company or Subsidiary or after termination of employment
          by reason of retirement pursuant to a retirement plan of
          the Company or Subsidiary, the executor or administrator
          of the estate of the Optionee or the person or persons
          to whom the Option shall have been validly transferred
          by the executor or the administrator pursuant to will or
          the laws of descent and distribution shall have the
          right to exercise the Option to the same extent the
          Optionee could have, had the Optionee not died.  No
          transfer of an Option by the Optionee by will or by the
          laws of descent and distribution shall be effective to
          bind the Company unless the Company shall have been
          furnished with written notice thereof and a copy of the
          will and such other evidence as the Company may deem
          necessary to establish the validity of the transfer and
          the acceptance by the transferee or transferees of the
          terms and conditions of such Option.
          (iv) Transfer of employment between the Company and a
          Subsidiary or between Subsidiaries shall not constitute
          termination of employment for the purpose of any Option
          granted under the Plan.  Whether any leave of absence
          shall constitute termination of employment for the
          purposes of any Option granted under the Plan shall be
          determined in each case by the Committee in its sole
          discretion.


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     (e)  Payment for Shares. (i) The exercise price for all
          shares of Stock purchased upon the exercise of an
          Option, or a portion thereof, shall be paid in full at
          the time of such exercise.  Such payment may be made in
          cash, by tendering shares of Stock having a value on the
          date of exercise equal to the exercise price, or
          tendering shares of Restricted Stock having a value on
          the date of exercise equal to the exercise price. Such
          value shall be the Fair Market Value except that the
          applicable date for determination of the highest and
          lowest price on the New York Stock Exchange shall be the
          date on which the Option is exercised, or if not a
          trading date, than the last trading day on such Exchange
          preceding the date on which the option is exercised.  If
          Restricted Stock is used in such exercise, the resulting
          new shares shall have the same restrictions as the
          tendered shares.  The number of shares so restricted
          shall not be less than the number of shares of
          Restricted Stock tendered.  The Committee may, in its
          sole discretion and judgment, limit the extent to which
          shares of Stock or shares of Restricted Stock may be
          used in exercising options.
          (ii) The Stock delivered to the Optionee upon exercise
          of an Option, whether or not Restricted Stock is used
          for payment of the purchase price of the Option may, at
          the discretion of the Committee, have restrictions
          placed on it, provided that the Stock Option agreement
          with the Optionee covering the Option permits such use
          of Restricted Stock.


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     (f)  Should a withholding tax obligation arise upon the
          exercise of an option, the withholding tax may be
          satisfied by withholding shares of Stock or by payment
          of cash.

 7.  DETRIMENTAL ACTIVITIES
     If the Committee determines that, subsequent to the grant of
     any Option, the Optionee has engaged or is engaging in any
     activity which, in the sole judgment of the Committee, is or
     may be detrimental to the Company or a Subsidiary, the
     Committee may refuse to honor the exercise of such Optionee's
     options already requested, and cancel the Option or Options
     granted to that Optionee.

 8.  STOCK APPRECIATION RIGHTS
     (a)  Grant, The Committee may, at its discretion, affix
          Stock Appreciation Rights to any Option, either at the
          time of its initial granting to the Optionee or at a
          later date. The addition of such SARs must be
          accomplished prior to the completion of the period
          during which the Option may be exercised and such
          exercise period may not be extended beyond that which
          was initially established.  The Committee may establish
          any SAR terms and conditions that it desires at the time
          such SAR is established, provided that, to the extent
          permitted  by   applicable   law,  notwithstanding    any
          provision of this Plan to the contrary, the terms and
          conditions of a SAR related to an ISO shall be the same
          as the terms applicable to the underlying ISO.


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     (b)  Exercise of Stock Appreciation Right. (i) A Stock
          Appreciation Right shall be exercisable at such time as
          may be determined by the Committee, which shall be not
          less than six months after its grant, and provided
          further that a Stock Appreciation Right shall be
          exercisable only to the extent that the related Option
          could be exercised.  Option shares with respect to which
          the related Stock Appreciation Right shall have been
          exercised may not again be subjected to Options under
          this Plan.  Upon the exercise of a Stock Appreciation
          Right, that portion of the Option underlying the Stock
          Appreciation Right will be considered as having been
          exercised.
          (ii) The Committee may impose any other conditions upon
          the exercise of a Stock Appreciation Right, which
          conditions may include a condition that the Stock
          Appreciation Right may only be exercised in accordance
          with rules and regulations adopted by the Committee from
          time to time.  Such rules and regulations may govern the
          right to exercise Stock Appreciation Rights granted
          prior to the adoption or amendment of such rules and
          regulations as well as Stock Appreciation Rights granted
          thereafter.  The exercise of a Stock Appreciation Right
          for cash shall be made only during the periods specified
          in Rule 16b-3 of the Securities and Exchange Commission.


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          (iii) Upon the exercise of a Stock Appreciation Right,
          the Company shall give to an Optionee an amount (less
          any applicable withholding taxes, which at the Company's
          discretion may be settled by withholding shares of Stock
          or by payment of cash) equivalent to the excess of the
          value of the shares of Stock for which the right is
          exercised on the date of such exercise over the exercise
          price of such shares under the related Option.  The
          value on the date of exercise shall be the Fair Market
          Value as determined in Section 6(e) of this Plan. Such
          amount shall be either in cash or in shares of Stock or
          both as the Committee shall determine. Such
          determination may be made at the time  of the granting of
          the Stock Appreciation Right and may    be changed at any
          time thereafter.  The shares may consist either in whole
          or in part of authorized and unissued shares of Stock or
          issued shares of Stock whether held in the treasury of
          the Company or otherwise.  No fractional shares of Stock
          shall be issued and the Committee shall determine
          whether cash shall be given in lieu of such fractional
          share or whether such fractional share shall be
          eliminated.
     (c)  Expiration or Termination of Stock Appreciation Rights.
          (i) Subject to (c) (ii), each Stock Appreciation Right
          and all rights and obligations thereunder shall expire
          on a date to be determined by the Committee.


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          (ii) A Stock Appreciation Right shall terminate and may
          no longer be exercised upon the termination of the
          related Option.
     (d)  Amendment, Suspension or Termination of Stock
          Appreciation Rights.  The Committee may, at any time,
          amend, suspend, or terminate any Stock Appreciation
          Right theretofore granted under the Plan.

 9.  STRATEGIC INCENTIVE PLAN
     (a)  Administrative Procedure. Normally, the Committee shall
          adopt administrative procedures applicable to a
          Performance Period prior to, or within 30 days after,
          the date designated by the Committee for the
          Commencement of such Performance Period.  The Committee
          may, however, adopt such  administrative procedures more
          than 30 days after such commencement if in its opinion
          such delayed action is appropriate.  Such procedures
          shall establish Indicators of Performance and the
          Target Awards applicable to the Performance Period.
          Indicators of Performance may vary from Performance
          Period to Performance Period.
     (b)  Indicators of Performance. Indicators of Performance
          may include, but shall not be limited to, increased
          shareholder value, earnings per share, return on
          shareholder's equity, return on assets and/or other
          similar criteria.  Such indicators may be based on the
          Company's performance compared to the performance of one
          or more selected companies in the petroleum industry


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          during the same Performance Period or may relate solely
          to the Company's performance during the Performance
          Period or a combination of such indicators.  At the
          completion of the Performance Period, the Committee will
          review the Company's actual performance with respect to
          the Indicators of Performance and, in its sole judgment,
          rank the Company's overall performance.  Such ranking
          may range from "noncompetitive" through "competitive" to
          "outstanding".  In arriving at such ranking, the
          Committee may take into consideration, and make
          appropriate adjustments for, events occurring during the
          Performance Period, which the Committee, in its sole
          judgment, concludes have affected the performance of the
          Company or any selected company with respect to any of
          the Indicators of Performance.  No Earned Awards will be
          granted if the Company's overall performance is ranked
          "non-competitive".  Subject to individual performance
          adjustments therein, if any, pursuant to paragraph 9(c)
          of this Plan, if the Company's overall performance is
          ranked "competitive", Target Awards will result; higher
          or lower ranking will result in greater or lesser awards
          provided that in no event, including individual
          performance adjustments, shall the Earned Award of a SIP
          Participant exceed 150% of the SIP Participant's Target Award.


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     (c)  Award Adjustments. The Committee in its sole discretion
          may make adjustments in awards determined under
          paragraph (b) of this Section based on the SIP
          Participant's individual performance during the
          Performance Period.  The administrative procedures for
          each Performance Period shall establish the method to be
          used by the Committee in determining which, if any, SIP
          Participants may receive such performance adjustments
          and, subject to the maximum set out in paragraph (b) of
          this Section, the size of such adjustments.
     (d)  Partial Performance Period Participation.   The
          administrative procedures adopted for each Performance
          Period shall also include procedures to be used in
          determining the extent to which an Employee shall
          participate in a partial Performance Period due to
          either assignment to a position which makes the Employee
          eligible to be a SIP Participant after the beginning of
          such Performance Period or termination of employment
          prior to the completion of such a Performance Period in
          which the Employee was a SIP Participant.
     (e)  Award Settlement.  With respect to each Performance
          Period, settlement of all Earned Awards shall be made in
          Stock as soon as practicable following the date on which
          the Committee determines the size of Earned Awards;
          provided that the Committee may decide to settle such
          awards over a period or periods of time as the Committee
          shall deem appropriate.


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10.  ADJUSTMENT UPON CHANGES IN CAPITALIZATION
     The number of shares of Stock which may be issued pursuant to
     this Plan, the number of shares covered by each outstanding
     Option, the option price per share, and the number of shares
     representing a SIP Participant's Target Award under the
     Strategic Incentive Plan, shall be adjusted proportionately
     for any increase or decrease in the total number of issued
     and outstanding shares of Stock resulting from a subdivision
     or consolidation of shares or other capital adjustment or the
     payment of a Stock dividend or other increase or decrease in
     such shares effected without receipt of consideration by the
     Company.  In the event of any such adjustment, fractional
     shares shall be eliminated.  Appropriate adjustments shall be
     made by the Committee in the terms of Stock Appreciation
     Rights to reflect the foregoing changes.

11.  MISCELLANEOUS
     (a)  Except as otherwise required by law, no action taken
          under the Plan shall be taken into account in
          determining any benefits under any pension, retirement,
          thrift, profit sharing, group insurance, or other
          benefit plan maintained by the Company or any
          Subsidiary, unless such other plan specifically provides
          for such inclusion.
     (b)  No Option or Stock Appreciation Right or right under the
          Strategic Incentive Plan shall be transferable other
          than by will or the laws of descent and distribution.
          During the lifetime of an Optionee, any Option or Stock
          Appreciation Right shall be exercisable only by the


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          Optionee or the Optionee's duly appointed guardian or
          legal representative.
     (c)  The Company shall have the right to withhold from any
          settlement hereunder any federal, state, or local taxes
          required by law to be withheld.  Such withholding may be
          satisfied by the withholding of shares of Stock by the
          Company if the Optionee so requests in a manner
          prescribed by the Committee, if the Committee so
          approves, and such withholding of shares does not
          violate any applicable laws, rules or regulations of
          federal, state or local authorities.
     (d)  All administrative expenses associated with the
          administration of the Plan shall be borne by the
          Company.
     (e)  Masculine pronouns and other words of masculine gender
          used herein shall refer to both men and women.
     (f)  The titles and headings of the sections in this Plan are
          for convenience of reference only and in the event of
          any conflict, the text of the Plan, rather than such
          titles or headings, shall control.

12.  AMENDMENT AND TERMINATION
     The Board may, at any time, terminate or amend this Plan in
     such respect as it shall deem advisable, provided, the Board
     may not, without further approval of the stockholders of the
     Company   if such approval is required in order that
     transactions in Company securities under the Plan be exempt


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     from the operation of Section 16(b) of the Securities
     Exchange Act of 1934, amend the Plan so as to (i) increase
     the number of shares of Stock which may be issued under the
     Plan, except as provided for in Section 10; (ii) materially
     modify the requirements as to eligibility for participation;
     (iii)  materially increase the benefits accruing to
     Participants under the Plan; (iv) extend the duration of the
     Plan beyond the date approved by the stockholders; or (v)
     increase the maximum dollar amount of ISOs which an
     individual Optionee may first exercise during any calendar
     year beyond that permitted in the Code and applicable
     regulations of the Treasury Department.

13.  DURATION OF THE PLAN
     The Plan shall become effective on January 1, 1990 provided
     that it has been approved by the stockholders at the annual
     meeting of the stockholders in April of 1989, and shall
     terminate on December 31, 1994.




 RPN:RKK:clp
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