Exhibit 24(b)


                   PHILLIPS PETROLEUM COMPANY


                     C E R T I F I C A T E
                     ---------------------

     I, the undersigned, Dale J. Billam, 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 Directors of said corporation at a meeting of said
Board duly held in Bartlesville, Oklahoma, on the 13th day of
February 1989.
     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canceled or superseded and is in full force and effect as of the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 6th
day of April 2001.


                                         /s/ Dale J. Billam
                                       --------------------------
                                              Secretary

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Phillips Petroleum Company                     Board of Directors


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


RESOLVED, that this Board hereby generally authorizes the
issuance or sale of, or any contract to issue or sell, from time
to time, shares of the common stock of the Company pursuant to
the 1990 Stock Plan of Phillips Petroleum Company ("Plan"), which
Plan in the form submitted to this Board (a copy of which the
Secretary is directed to identify and retain with the ancillary
records of this meeting) is hereby approved and adopted, subject,
however, to the Plan being submitted to and approved by the
stockholders of the Company at the annual meeting of stockholders
on April 25, 1989; provided, however, that the number of shares
of the common stock of the Company which may be distributed under
the Plan ("Securities") during the term thereof shall not exceed
the maximum number set forth in Section 5 of the Plan as it may
be adjusted pursuant to Section 10 of the Plan; and

RESOLVED, that the Company submit the Plan to the stockholders of
the Company for approval at the annual meeting of stockholders to
be held on April 25, 1989; and

RESOLVED, that in regard to the Securities, the Chairman of the
Board of Directors, the President, any Executive Vice President,
any Vice President and Treasurer (the "Authorized Officers")
shall be, and each of them is, hereby authorized in the name and
on behalf of the Company, if with advice of counsel they deem it
necessary, appropriate or desirable, to prepare, or cause to be
prepared pursuant to the Securities Act of 1933, as amended, one
or more registration statements, which shall be submitted to  the
directors for their review (the "Registration Statements"), and
in regard to the Securities, 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, deems necessary, appropriate or desirable, to execute
such Registration Statement 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,


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appropriate agency or commission, such amendments and
supplements, including pre-effective amendments,
post-effective amendments or supplements to the Registration
Statements or prospectus 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 Statement, prospectus, or Other Filings as each of
such officers, with the advice of counsel, deem necessary or
advisable; 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 any issue of Securities 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 the Securities 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 approved by the
Authorized Officers under the authority delegated to them set
forth above; 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 any of the Securities,
irrevocable written consents on the part of the Company to be
used in such jurisdictions in regard to such matters as the
officer acting considers necessary or appropriate, and to appoint
one or more appropriate official persons or agents for the
Company for the purpose of receiving and accepting process in
such suits; and

RESOLVED, that such corporation(s), firm(s) or person(s) as may
be selected by the Authorized Officers be, and each of them
hereby is, appointed attorney-in-fact for the purposes of
executing an application for the registration, as may be
necessary or appropriate, of any of the Securities pursuant to
and in the form prescribed under the California Corporate
Securities Law of 1968; and

RESOLVED, that the Treasurer of the Company be, and he hereby is,
appointed as the Agent for Service to be named in any
communications for the Company in connection with any
Registration Statement; and



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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 any issue of
securities, and to enter into such 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

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 purchaser for value of any of the Securities 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 Securities on behalf of the Company or any
facsimile signatures resembling or purporting to be such
facsimile signatures; and

RESOLVED, that subject to the authority delegated to the
Company's Chief Executive Officer by the Plan, the Authorized
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 Authorized Officer may deem necessary, appropriate
or desirable to effectuate the purpose and intent of the
foregoing resolutions.



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