Exhibit 10(o)

                                       BOARD OF DIRECTORS AMENDED
                                                December 14, 1998

                    PHILLIPS PETROLEUM COMPANY
              STOCK PLAN FOR NON-EMPLOYEE DIRECTORS


                 ARTICLE I - PURPOSES OF THE PLAN
                ---------------------------------

The purposes of this Plan are to enable non-employee members of
the Board of Directors to acquire additional stock ownership and
further alignment with shareholders of the Company, and to
attract and retain highly qualified individuals as directors of
this Company without significantly changing the total amount of
non-employee director compensation.

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

1.   "Award" shall mean a grant of Restricted Stock or
Unrestricted Stock pursuant to this Plan.

2.   "Beneficiary" means a person or persons designated by a Non-
Employee Director to receive, in the event of death, any shares
of Common Stock held by the Non-Employee Director under this
Plan.  Any Non-Employee Director may 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 Non-Employee Director
fails effectively to designate a beneficiary, then such shares
will be paid in the following order of priority:
     (i)  Surviving Spouse,


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     (ii) Surviving children (natural or adopted) in equal
          shares,
     (iii)To the Estate of the Non-Employee Director.

3.   "Board" means the Board of Directors of the Company.

4.   "Cash Compensation" shall mean the portion of the total
compensation that is payable in cash to the Non-Employee Director
for services rendered as a Non-Employee Director.

5.   "Change of Control" shall mean:
     (i) The acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934 as amended (a "Person")) of
beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Securities Exchange Act of 1934) of 20% or
more of either (a) the then outstanding shares of Common Stock of
the Company (the "Outstanding Company Common Stock") or (b) the
combined voting power of the then outstanding voting securities
of the Company entitled to vote generally in the election of
directors (the "Outstanding Company Voting Securities");
provided, however, that for purposes of this subsection (i), the
following acquisitions shall not constitute a Change of Control:
(A) any acquisition directly from the Company, (B) any
acquisition by the Company, (C) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the
Company or any corporation controlled by the Company or (D) any
acquisition pursuant to a transaction which complies with clauses
(A), (B) and (C) of


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Subparagraph (iii) of this Paragraph 5; or
      (ii) Individuals who, as of January 12, 1998, constitute
the Board (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided, however,
that any individual becoming a director subsequent to January 12,
1998, whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result
of an actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person
other than the Board; or
     (iii) Approval by the shareholders of the Company of a
reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the
Company or the acquisition of assets of another entity (a
"Corporate Transaction"), in each case, unless, following such
Corporate Transaction, (A) all or substantially all of the
individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such
Corporate Transaction beneficially own, directly or indirectly,
more than 60% of, respectively, the then outstanding shares of
common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in the
election of directors, as


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the case may be, of the corporation resulting from such Corporate
Transaction (including, without limitation, a corporation which
as a result of such transaction owns the Company or all or
substantially all of the Company's assets either directly or
through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such
Corporate Transaction of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be, (B) no
Person (excluding any employee benefit plan (or related trust) of
the Company or such corporation resulting from such Corporate
Transaction) beneficially owns, directly or indirectly, 20% or
more of, respectively, the then outstanding shares of common
stock of the corporation resulting from such Corporate
Transaction or the combined voting power of the then outstanding
voting securities of such corporation except to the extent that
such ownership existed prior to the Corporate Transaction and (C)
at least a majority of the members of the board of directors of
the corporation resulting from such Corporate Transaction were
members of the Incumbent Board at the time of the execution of
the initial agreement, or of the action of the Board, providing
for such Corporate Transaction; or
     (iv) Approval by the shareholders of the Company of a
complete liquidation or dissolution of the Company.

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


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7.   "Company" shall mean Phillips Petroleum Company.

8.   "Common Stock" shall mean the common stock of the Company
having a par value of $1.25 per share.

9.   "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 determinations of Disability
shall be made by a physician selected by the Chief Executive
Officer.

10.  "Fair Market Value" in reference to a share of Common Stock
of the Company shall be deemed equal to the average of the
reported highest and lowest sales prices per share of such Common
Stock on the applicable date, or the last trading day before the
applicable day if such date is not a trading day, as reported on
the composite tape of the New York Stock Exchange transactions
for the applicable date, as reported in the Wall Street Journal.
                                            -------------------

11.  "Non-Employee Director" shall mean a member of the Board who
is not an employee or former employee of the Company or any of
its subsidiaries.

12.  "Normal Retirement Date" shall mean the date of the Annual
Stockholders Meeting of the Company in the year in which the
director is no longer eligible for election as a director as
determined by the Bylaws of the Company, currently the year in
which the director


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attains age 71.

13.  "Plan" shall mean the Phillips Petroleum Company Stock Plan
for Non-Employee Directors, including any amendments thereto as
may hereafter from time to time be adopted.

14.  "Restricted Stock" shall mean Common Stock awarded under
this Plan, which is subject to certain forfeiture and
transferability restrictions as may be provided in the Plan.

15.  "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; (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 as a result of the director's Disability.

16.  "Stock Compensation" shall mean the portion of the total
compensation that is payable in Common Stock to the Non-Employee
Director for services rendered as a Non-Employee Director.

17.  "Unrestricted Stock" shall mean Common Stock either Awarded
under this Plan to a Non-Employee Director as part of the Non-
Employee Director's compensation for Board service or issued to
such Director upon the lapsing of restrictions on Restricted
Stock, and which is nonforfeitable and free of transferability
restrictions under the Plan.


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

Each Non-Employee Director who is participating in the Non-
Employee Director Retirement Plan of Phillips Petroleum Company
(the "NED Retirement Plan") on December 31, 1997, and (i) whose
Normal Retirement Date is after 1998, and (ii) who consents in
writing on or before February 27, 1998, to receive an Award of
Restricted Stock in this Plan in lieu of a benefit from the NED
Retirement Plan, is eligible to participate and shall be a
participant in this Plan.  All Non-Employee Directors who are
first elected to serve on the Board after 1997 are eligible and
will participate in this Plan.  After the date of the 1998 Annual
Stockholders Meeting of the Company, all Non-Employee Directors
of the Company are eligible and will participate in this Plan.


               ARTICLE IV - AWARDS OF COMMON STOCK
               -----------------------------------

1.   There shall be an Award of shares of Restricted Stock to
each eligible Non-Employee Director representing the converted
present value of the accrued benefit of each Non-Employee
Director who has consented in writing on or before February 27,
1998, to the conversion of his or her benefits under the NED
Retirement Plan to such an Award under this Plan, such Award to
be made effective in its entirety on the first business day of
March 1998, for prior service and in lieu of


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a benefit payable from the NED Retirement Plan.  Such Award shall
be equal to the converted present value of the Non-Employee
Director's benefits under the NED Retirement Plan (the
"Conversion Amount").  The Conversion Amount shall be determined
by calculating to a single lump sum the present value of the
monthly payment provided under the NED Retirement Plan using the
December 1, 1997 rate of the 30-year Treasury Bond as quoted in
the Federal Reserve Statistical Release Bulletin No. H.15 and the
number of Years of Service (as defined in the NED Retirement
Plan) through December 31, 1997, and assuming that such monthly
payments are deemed to begin on January 1, 1998.  The number of
shares Awarded pursuant to this Paragraph 1 shall be determined
by dividing the Conversion Amount by (i) the Fair Market Value of
the Common Stock as of January 12, 1998, and rounding up to the
next higher whole number.

2.   On the first business day of March, 1998, there shall be an
Award of 400 shares of Restricted Stock to each eligible Non-
Employee Director for past service during the director's then-
current term of office.

3.   Subject to Paragraph 4 of this Article IV, after December
31, 1998, there shall be an Award of shares of Unrestricted Stock
to each Non-Employee Director each calendar year equal to the
value of the stock portion of the total compensation to be
received for Board service, such Award 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 Non-


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Employee Director who served in such term of office only
subsequent to the first of January of that term of office and
prior to the Annual Stockholders Meeting of the Company for that
year, then such Award shall be effective in its entirety on the
fifteenth day of the month following the month of such director's
election, for past services during the first term in which the
Non-Employee Director serves.  The number of shares of
Unrestricted Stock to be determined by dividing the value of the
applicable Stock Compensation amount by the Fair Market Value and
rounding up to the next higher whole number.

4.   After December 31, 1998, for each Non-Employee Director
whose preference  to receive Restricted Stock in lieu of part or
all of the Non-Employee Director's Award of Unrestricted Stock
has been approved, there shall be an additional Award of shares
of Restricted Stock to each such Non-Employee Director each
calendar year that such preference is approved, such Award to be
made effective in its entirety at the time the Unrestricted Stock
would have been issued for past service, representing the number
of shares of Unrestricted Stock which the Non-Employee Director
has indicated a preference to receive as Restricted Stock.  Such
indication of preference shall be made in the manner and at the
times provided in the Deferred Compensation Plan for Non-Employee
Directors of Phillips Petroleum Company ("DCPNED").  The
Restricted Stock Awarded pursuant to this Paragraph in lieu of
such Unrestricted Stock shall thereafter be subject to the terms
of this Plan and be subject to forfeiture and all restrictions as
Restricted Stock under the terms of this Plan.


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5.   After December 31, 1998, for each Non-Employee Director
whose preference to receive Unrestricted Stock and/or Restricted
Stock in lieu of part or all of the Non-Employee Director's Cash
Compensation has been approved, there shall be an additional
Award of shares of Unrestricted Stock and/or Restricted Stock to
each such Non-Employee Director each year that such preference is
approved, such Award to be made effective in its entirety at the
time the Cash Compensation would have been paid for past service.
The number of shares of Unrestricted Stock or Restricted Stock to
be determined by dividing the applicable Cash Compensation amount
by the Fair Market Value and rounding up to the next higher whole
number.  Such indication of preference shall be made in the
manner and at the times provided in the Deferred Compensation
Plan for Non-Employee Directors of Phillips Petroleum Company.
The Restricted Stock Awarded pursuant to this Paragraph shall
thereafter be subject to the terms of this Plan and be subject to
forfeiture and all restrictions as Restricted Stock under the
terms of this Plan.

6.   Each Non-Employee Director who receives an Award of
Restricted Stock on the first business day of March 1998 pursuant
to Paragraphs 1 or 2 of this Article shall also receive an Award
of a dividend equivalent to be determined as though such shares
Awarded to the director on the first business day of March 1998
were continuously held by the Plan for the director from the
first business day of January 1998 until the first business day
of March 1998.  All dividends earned on any Restricted Stock held
under this Plan (including dividend equivalent amounts Awarded
pursuant to the preceding


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sentence) shall be reinvested in additional shares of Restricted
Stock on the date such dividends are payable and such additional
shares of Restricted Stock shall be subject to the terms and
conditions generally applicable to Restricted Stock under the
Plan.  The number of shares of Restricted Stock acquired through
this reinvestment of dividends shall be acquired at the Fair
Market Value of Common Stock on the date such dividends are
payable and shall be purchased through the Company's dividend
reinvestment program if practicable; provided, however if not
purchased through the dividend reinvestment program, the shares
purchased with dividends shall be rounded up to the next higher
whole number.

7.   The Restricted Stock held for the benefit of each Non-Employee
Director shall be held in escrow for the Non-Employee
Director by the Treasurer of the Company.  The Non-Employee
Director will have all rights of ownership to such Restricted
Stock including, but not limited to, voting rights and the right
to receive dividends (provided such dividends must be reinvested
in Restricted Stock), and other distributions, except that the
Non-Employee Director shall not have the right to sell, transfer,
assign, pledge or otherwise dispose of such shares until the
escrow is terminated.  The escrow shall end as to shares of such
stock on the earliest date restrictions on Restricted Stock lapse
pursuant to Article V.

8.   Upon termination of the Restricted Stock escrow, the Company
shall deliver to the Non-Employee Director his or her shares of
such Common Stock free of any restrictions.  Unless the Non-Employee


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Director has requested to defer receipt in the manner and at the
times provided in the DCPNED, the director will receive such
unrestricted shares of Common Stock as soon as practicable after
the termination of the escrow as to those shares.  A Non-Employee
Director who has properly and timely elected to have receipt of
part or all of the shares of Restricted Stock for which
restrictions lapse deferred shall receive instead a credit to his
or her account in the DCPNED in an amount and at the time
determined pursuant to the terms of the DCPNED.

       ARTICLE V - TERMS AND CONDITIONS OF RESTRICTED STOCK
      -----------------------------------------------------

1.   All Restricted Stock Awarded or held under the Plan shall be
subject to the following terms and conditions:

     A.   Shares of Restricted Stock shall be, subject to
     Subparagraph B of this Article V, forfeitable,
     nontransferable and nonassignable and 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 until the
     restrictions lapse pursuant to Subparagraphs B or C hereof.

     B.   Each share of Restricted Stock shall become
     nonforfeitable, transferable and all restrictions shall
     lapse upon the earliest to occur of (i) the Non-Employee
     Director's Retirement, including Retirement due to
     Disability, (ii) the Non-Employee Director's death, (iii)
     the Non-Employee Director's termination from Board


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     service for any reason in connection with or within one-year
     following a Change of Control, (iv) a Change of Control;
     provided, that, a Corporate Transaction under Paragraph
     4(iii) of Article II shall be a Change of Control for
     purposes of this clause (iv) only if clause (C) of Paragraph
     4(iii) of Article II is not satisfied in connection with
     such Corporate Transaction, of (v) the Non-Employee
     Director's termination of Board service for any reason other
     than those described in clauses (i), (ii), and (iii), but
     only if a majority of the remaining directors of the Board
     consent to the vesting of such shares and the lapsing of
     such restrictions.

     C.   Shares of Restricted Stock shall become nonforfeitable,
     transferable and all restrictions shall lapse on the first
     business day of October of each year in the following
     amounts unless the Non-Employee Director has elected, under
     the terms of the DCPNED, to delay the lapsing of such
     restrictions until the day of the Director's retirement:

          (i)  20% of all shares of Restricted Stock held under
          the Plan for the Non-Employee Director in the year in
          which he or she will attain age 66;

          (ii) 25% of all shares of Restricted Stock held under
          the Plan for the Non-Employee Director in the year in
          which he or she will attain age 67;


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          (iii) 33 1/3 % of all shares of Restricted Stock held
          under the Plan for the Non-Employee Director in the
          year in which he or she will attain age 68;

          (iv) 50% of all shares of Restricted Stock held under
          the Plan for the Non-Employee Director in the year in
          which he or she will attain age 69; and

          (v)  100% of all shares of Restricted Stock held under
          the Plan for the Non-Employee Director in the year in
          which he or she will attain age 70.

                     ARTICLE VI - ADJUSTMENTS
                    -------------------------

Subject to any required action by the Company's shareholders, if
the class of shares of Restricted Stock then subject to the Plan
is changed into or exchanged for a different number or kind of
shares or securities, as the result of any one or more
reorganizations, recapitalizations, stock splits, reverse stock
splits, stock dividends or similar events, or in the event of a
sale by the Company of all or a significant part of its assets,
or any distribution to its shareholders other than a normal cash
dividend, an adjustment shall be made in the number and/or type
of shares or securities for which Restricted Stock has been or
may thereafter be Awarded under this Plan so as to prevent
dilution or enlargement of rights.

             ARTICLE VII - ADMINISTRATION OF THE PLAN
            -----------------------------------------


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The Plan shall be administered by the Chief Executive Officer who
is authorized to adopt rules and regulations, to make
determinations under and such determinations 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
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 and once so
reported shall be final and shall be binding and conclusive for
all purposes and upon all persons.

                   ARTICLE VIII - MISCELLANEOUS
                  -----------------------------

1.   The Chief Executive Officer may rely upon information
reported to him or her by officers or employees of the Company
with delegated responsibilities and shall not be liable for any
act of commission or omission of others or, except in
circumstances involving his or her own bad faith, for any act
taken or omitted by himself or herself.

2.   The Plan and each Award hereunder shall be subject to all
applicable laws and the rules and regulations of governmental
authorities promulgated thereunder.

3.   Shares of Common Stock received with respect to Restricted
Stock received pursuant to a stock split, dividend reinvestment,
stock dividend or other change in the capitalization of the
Company will be


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held subject to the same restrictions on transferability that are
applicable to such shares Awarded hereunder as Restricted Stock.

4.   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 his or her Beneficiaries under the Plan shall be
those of a 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.

5.   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.

6.   This Plan shall be construed, regulated, and administered in
accordance with the laws of the State of Delaware except to the
extent that said laws have been preempted by the laws of the
United States.

               ARTICLE X - AMENDMENT OR TERMINATION
              -------------------------------------

The Board of Directors of the Company may amend or terminate the
Plan. No amendment or termination of the Plan shall deprive any
Non-Employee Director or former Non-Employee Director or any
Beneficiary of any rights or benefits accrued to the date of such
amendment or


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termination.

                   ARTICLE XI - EFFECTIVE DATE
                   ---------------------------

The Plan is amended and restated effective as of December 14,
1998.


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