Exhibit 24(c)

                   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 11th day of
January 1993.
     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canceled or superseded and is in full force and effect as of the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 Omnibus Securities 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 next annual
meeting of stockholders; 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 6 of the
Plan as it may be adjusted pursuant to Section 8 of the Plan; and

RESOLVED, that the Company submit the Plan to the stockholders of
the Company for approval at the next annual meeting of
stockholders; and

RESOLVED, that in regard to the Securities, the Chairman of the
Board of Directors, the President, any Executive Vice President,
any Senior Vice President or any Vice President, including the
Vice President, Treasurer and Chief Financial Officer (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 an 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


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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
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



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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 Vice President, Treasurer and Chief Financial
Officer 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

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



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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 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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