Exhibit 10(v)


                                                   AMENDED BY CEO
                                                    JUNE 29, 2000


                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)  "Affiliated Group" shall mean the Company plus other
     subsidiaries and affiliates in which it owns a 5% or more
     equity interest.

(c)  "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).

(d)  "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


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     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;
     (iii)     To the estate of the Participant.

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

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

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

(h)  "Committee" means the Compensation Committee of the Board or
     any successor committee with substantially the same responsi
     bilities.

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

(j)  "Disability" means the inability, in the opinion of the
     Company's Medical Director, of a Participant, because of an
     injury or sickness, to work at a reasonable occupation which
     is available with the Company.


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

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

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

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

(o)  "Layoff" or "Laid Off" means layoff under the Phillips
     Layoff Plan or any similar plan which the Company, any
     Participating Subsidiary or a member of the Affiliated Group
     may adopt from time to time under the terms of which the
     Participant executes and does not revoke a general release
     of liability, acceptable to the Company, Participating
     Subsidiary or a member of the Affiliated Group, as
     applicable, under such layoff plan.

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

(q)  "Participant" means an Employee who is eligible to receive a
     Benefit from this Plan as a result of being a Highly
     Compensated Employee and any person for whom a Supplemental
     Thrift account and/or a Supplemental LTSSP account is
     maintained.


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(r)  "Participating Subsidiary" means a subsidiary of the
     Company, 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.

(s)  "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.

(t)  "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.

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

(v)  "Retirement" means termination of employment with the
     Company, a Participating Subsidiary or a member of the
     Affiliated Group 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


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     plan of a Participating Subsidiary or a member of the
     Affiliated Group.

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

(x)  "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.

(y)  "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.

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

(aa) "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.

(bb) "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.

Section 2.  Purpose.


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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 the Phillips Stock Fund (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 the Phillips
Stock Fund (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 the Thrift Plan Phillips Stock Fund (Fund C).
This amount shall be credited as of the Valuation Date that
Company Contributions would have been made to the Phillips Stock
Fund (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


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unit shall have a value equivalent to the value of a unit in  the
Phillips Stock Fund (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 the Phillips Stock Fund (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 the Phillips Stock
Fund (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 the Phillips Stock Fund (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 the Employer Stock Fund
(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 the Employee Stock Fund (Fund K) of the LTSSP and
shall be equal to (i) 1% of the Participant's Pay in excess of


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the Pay Limitations and/or voluntary salary reduction multiplied
by the applicable Allocation Ratio, divided by (ii) the
applicable unit value for the LTSSP Employer Stock Fund (Fund L).
This amount shall be credited as of the Valuation Date that the
Basic Allocation or Supplemental Allocation to the Employer Stock
Fund (Fund L) would have been made had the Participant made a
Deposit to the Employee Stock Fund (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  the Employer Stock Fund (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 the Employer Stock Fund (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 the Employer Stock Fund (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
the Employer Stock Fund (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.


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If a Participant terminates employment with the Company, any
Affiliated Company or any Participating Subsidiary for any reason
except death, Disability, Layoff during or after the year in
which the Participant reaches age 50 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 a person who
becomes employed by a member of the Affiliated Group immediately
after terminating employment with the Company, any Affiliated
Company or any Participating Subsidiary shall not receive the
benefits under this plan until the Participant subsequently
terminates employment from the Affiliated Group.  If a
Participant dies prior to Retirement, Benefits which the
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, is Laid off or becomes Disabled, 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/termination of employment; provided that a Participant
may indicate a preference to defer part or all of such lump sum
cash payment under the terms of the KEDCP.

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


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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/termination of
employment date.

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:


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          (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

          (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


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          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.

     (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.


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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.

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.


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(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
     maintained 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
6/19/00


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