Exhibit 99.2

                                            0MB Number: 3235-0569
                                        Expires: January 31, 2003

     Statement Under Oath of Chief Financial Officer of Phillips
    Petroleum Company Regarding Facts and Circumstances Relating
                       to Exchange Act Filings

I, John A. Carrig, state and attest that:

    (1) To the best of my knowledge, based upon a review of the
    covered reports of Phillips Petroleum Company, and, except as
    corrected or supplemented in a subsequent covered report:

        o no covered report contained an untrue statement of a
          material fact as of the end of the period covered by such
          report (or in the case of a report on Form 8-K or definitive
          proxy materials, as of the date on which it was filed); and

        o no covered report omitted to state a material fact necessary
          to make the statements in the covered report, in light of
          the circumstances under which they were made, not misleading
          as of the end of the period covered by such report (or in
          the case of a report on Form 8-K or definitive proxy
          materials, as of the date on which it was filed).

    (2) I have reviewed the contents of this statement with the
    Company's audit committee.

    (3) In this statement under oath, each of the following, if
    filed on or before the date of this statement, is a "covered
    report":

        o Form 10-K of Phillips Petroleum Company for the year ended
          December 31, 2001, filed with the Commission on March 20,
          2002;

        o all reports on Form 10-Q, all reports on Form 8-K and all
          definitive proxy materials of Phillips Petroleum Company
          filed with the Commission subsequent to the filing of the
          Form 10-K identified above; and

        o any amendments to any of the foregoing.


Signed this 9th day of August, 2002.

                                  /s/ John A. Carrig
                                      -----------------------------
                                      John A. Carrig
                                      Chief Financial Officer
                                      Phillips Petroleum Company


Subscribed and sworn to before me this 9th day of August, 2002.

/s/ Linda Boulton
----------------------------------------------    [notary seal]
Notary Public in and for the State of Oklahoma

My Commission Expires: 1-24-04


Paperwork Reduction Act Disclosure: The Office of Management and
Budget has approved this collection of information pursuant to 44
U.S.C. section 3507 and 5 C.F.R. section 1320.13.  The 0MB control
number for this collection of information pursuant to this Order and
Exhibit A is 3235-0569, and it expires on January 31, 2003.  An agency
may not conduct or sponsor, and a person is not required to respond to,
a collection of information unless it displays a currently valid
control


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number.  The information will be used to provide greater
assurance to the Commission and to investors that persons have
not violated, or are not currently violating, the provisions of the
federal securities laws governing corporate issuers' financial
reporting and accounting practices, and to aid the Commission in
assessing whether it is necessary or appropriate in the public
interest or for the protection of investors for the Commission to
adopt or amend rules and regulations governing corporate issuers'
financial practices and/or for the Commission to recommend
legislation to Congress concerning these matters.  We estimate that
providing the requested information will take, on average,
approximately 25 hours.  Any member of the public may direct to the
Commission any comments concerning the accuracy of this burden
estimate and any suggestions for reducing this burden.  Responses to
the collection of information are mandatory and will not be kept
confidential.


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