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 Board of Directors of said corporation
at a meeting of said Board duly held at Santa Barbara,
California, on the 13th day of June 1988.

     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canceled or superseded and is in full force and effect as of the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
27th day of June 1988.


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

STATE OF OKLAHOMA   )
                    ) S.S.
COUNTY OF WASHINGTON)

     Subscribed and sworn to before me this 27th day of June
1988.


                                        /s/ Jean J. Morrison
                                       -----------------------
                                            Notary Public


My commission expires August 8, 1990.


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Phillips Petroleum Company                     Board of Directors


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

     RESOLVED, that in regard to the shares of the Company's
common stock ("Common Stock") to be issued to the employee stock
ownership plan known as the Long-Term Stock Savings Plan of
Phillips Petroleum Company upon the consummation of the
transaction being authorized concurrently, the Chairman of the
Board of Directors, the President, any Vice President and the
Treasurer (the "Authorized Officers") 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, a registration statement or statements (the
"Registration Statements"), and in regard to the Common Stock,
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 officers, in his discretion,
with the advice of counsel, deem necessary, appropriate or
desirable, to execute such Registration Statements 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
officers of this Company be, and each of such 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 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, after such executions, with the appropriate agency
or commission, such amendments and supplements, including pre-
effective amendments, post-effective amendments or supplements to
the Registration Statements or prospectuses 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
such Registration Statements, prospectuses, or Other Filings as
each of such officers, with the advice of counsel, deem necessary
or advisable, provided, said filing and execution of such
Registration Statements, prospectuses and Other Filings and any
amendment or supplement thereto as


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authorized herein shall be consistent with the forms, terms and
conditions of the issue of the Common Stock to the Employee Stock
Ownership Plan; and

     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 part of the Common Stock for issuance,
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 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 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 of issue of the Common Stock to the Employee Stock
Ownership Plan; 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 issuance, offering and sale of the Common Stock,
irrevocable written consents on the part of the Company to be
sued in such jurisdictions in regard to such matters as the
officer acting considers necessary or appropriate, and to appoint
one of more appropriate official persons or agents for the
Company for the purpose of receiving and accepting process in
such suits; and

     RESOLVED, that the Treasurer of the Company be, and he
hereby is, appointed as the Agent for the Service to be named in
any communications for the Company in connection with any
Registration Statements; 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 the Common Stock,
and to enter into such


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agreements and undertakings to effect such listing as the 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,
instrument or document relative thereto as may be necessary or
appropriate in connection with such listing; and that the Common
Stock shall, if necessary or desirable, be registered with the
SEC under the requirements of the Securities Exchange Act of
1934, as amended, and the said officers of the Company are hereby
authorized to execute the necessary or appropriate forms and
agreements, instruments or documents for that purpose and file or
cause the same to be filed; 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 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 purchases for value of any of the Common
Stock, 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 Common Stock, on behalf of the Company
or any facsimile signatures resembling or purporting to be such
facsimile signatures; and

     RESOLVED, that the 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 officer's certificates and such other agreements,
undertakings, documents or instruments or to perform or cause to
be performed such other acts as each officer may deem necessary,
appropriate or desirable to effectuate the purpose and intent of
the foregoing resolutions, including the performance of the
obligations of this Company under the Registration Statements,
Other Filings, or any other agreements or undertakings referred
to herein.


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