Exhibit 24(a)

                       POWER OF ATTORNEY


     The person whose signature appears below hereby authorizes
and appoints John A. Carrig, Rand C. Berney and J. W. Sheets,
jointly and severally, as his true and lawful attorneys-in-fact
and agent, with full power of substitution and resubstitution,
for him and in his name, place, and stead, in any and all
capacities, to sign any and all amendments (including post-
effective amendments) to registration statements to be filed by
Phillips Petroleum Company on Forms S-8 relating to Common Stock
issued under benefit plans, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each
said attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that each said attorney-in-fact and agent, or any
of them, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.




                                     /s/ J. J. Mulva
                              ----------------------------------
                                         J. J. Mulva
                              Chairman of the Board of Directors
                                 and Chief Executive Officer;
                                 Principal Executive Officer
                                  Phillips Petroleum Company


Date: February 12, 2001


<PAGE>


                       POWER OF ATTORNEY


     The person whose signature appears below hereby authorizes
and appoints John A. Carrig, Rand C. Berney and J. W. Sheets,
jointly and severally, as his true and lawful attorneys-in-fact
and agent, with full power of substitution and resubstitution,
for him and in his name, place, and stead, in any and all
capacities, to sign any and all amendments (including post-
effective amendments) to registration statements to be filed by
Phillips Petroleum Company on Forms S-8 relating to Common Stock
issued under benefit plans, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each
said attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that each said attorney-in-fact and agent, or any
of them, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

                              PHILLIPS PETROLEUM COMPANY



                                     /s/ J. J. Mulva
                              ----------------------------------
                                         J. J. Mulva
                              Chairman of the Board of Directors
                                 and Chief Executive Officer


Date: February 12, 2001


<PAGE>


                       POWER OF ATTORNEY


     The person whose signature appears below hereby authorizes
and appoints John A. Carrig and J. W. Sheets, jointly and
severally, as his true and lawful attorneys-in-fact and agent,
with full power of substitution and resubstitution, for him and
in his name, place, and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to
registration statements to be filed by Phillips Petroleum Company
on Forms S-8 relating to Common Stock issued under benefit plans,
and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto each said attorney-in-fact and
agent full power and authority to do and perform each and every
act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that each
said attorney-in-fact and agent, or any of them, or his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.



                          /s/ Rand C. Berney
                              -----------------------------------
                              Rand C. Berney
                              Vice President and Controller;
                              Principal Accounting Officer
                              Phillips Petroleum Company

Date: February 8, 2001


<PAGE>


                       POWER OF ATTORNEY


     The person whose signature appears below hereby authorizes
and appoints Rand C. Berney and J. W. Sheets, jointly and
severally, as his true and lawful attorneys-in-fact and agent,
with full power of substitution and resubstitution, for him and
in his name, place, and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to
registration statements to be filed by Phillips Petroleum Company
on Forms S-8 relating to Common Stock issued under benefit plans,
and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto each said attorney-in-fact and
agent full power and authority to do and perform each and every
act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that each
said attorney-in-fact and agent, or any of them, or his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.



                      /s/ John A. Carrig
                          --------------------------------------
                          John A. Carrig, Senior Vice President,
                          Chief Financial Officer and Treasurer;
                          Principal Financial Officer
                          Phillips Petroleum Company

Date: April 3, 2001


<PAGE>



                       POWER OF ATTORNEY


     The person whose signature appears below hereby authorizes
and appoints John A. Carrig, Rand C. Berney and J. W. Sheets,
jointly and severally, as his true and lawful attorneys-in-fact
and agent, with full power of substitution and resubstitution,
for him and in his name, place, and stead, in any and all
capacities, to sign any and all amendments (including post-
effective amendments) to registration statements to be filed by
Phillips Petroleum Company on Forms S-8 relating to Common Stock
issued under benefit plans, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each
said attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that each said attorney-in-fact and agent, or any
of them, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.



                          /s/ Norman R. Augustine
                              ----------------------------------
                              Norman R. Augustine, Director
                              Phillips Petroleum Company


Date: February 22, 2001


<PAGE>

                       POWER OF ATTORNEY


     The person whose signature appears below hereby authorizes
and appoints John A. Carrig, Rand C. Berney and J. W. Sheets,
jointly and severally, as his true and lawful attorneys-in-fact
and agent, with full power of substitution and resubstitution,
for him and in his name, place, and stead, in any and all
capacities, to sign any and all amendments (including post-
effective amendments) to registration statements to be filed by
Phillips Petroleum Company on Forms S-8 relating to Common Stock
issued under benefit plans, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each
said attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that each said attorney-in-fact and agent, or any
of them, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.



                          /s/ David L. Boren
                              ----------------------------------
                              David L. Boren, Director
                              Phillips Petroleum Company


Date: February 12, 2001


<PAGE>



                       POWER OF ATTORNEY


     The person whose signature appears below hereby authorizes
and appoints John A. Carrig, Rand C. Berney and J. W. Sheets,
jointly and severally, as his true and lawful attorneys-in-fact
and agent, with full power of substitution and resubstitution,
for him and in his name, place, and stead, in any and all
capacities, to sign any and all amendments (including post-
effective amendments) to registration statements to be filed by
Phillips Petroleum Company on Forms S-8 relating to Common Stock
issued under benefit plans, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each
said attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that each said attorney-in-fact and agent, or any
of them, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.



                          /s/ Robert E. Chappell, Jr.
                              ----------------------------------
                              Robert E. Chappell, Jr., Director
                              Phillips Petroleum Company


Date: February 12, 2001


<PAGE>




                       POWER OF ATTORNEY


     The person whose signature appears below hereby authorizes
and appoints John A. Carrig, Rand C. Berney and J. W. Sheets,
jointly and severally, as his true and lawful attorneys-in-fact
and agent, with full power of substitution and resubstitution,
for him and in his name, place, and stead, in any and all
capacities, to sign any and all amendments (including post-
effective amendments) to registration statements to be filed by
Phillips Petroleum Company on Forms S-8 relating to Common Stock
issued under benefit plans, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each
said attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that each said attorney-in-fact and agent, or any
of them, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.



                          /s/ Robert M. Devlin
                              ----------------------------------
                              Robert M. Devlin, Director
                              Phillips Petroleum Company


Date: February 12, 2001


<PAGE>






                       POWER OF ATTORNEY


     The person whose signature appears below hereby authorizes
and appoints John A. Carrig, Rand C. Berney and J. W. Sheets,
jointly and severally, as his true and lawful attorneys-in-fact
and agent, with full power of substitution and resubstitution,
for him and in his name, place, and stead, in any and all
capacities, to sign any and all amendments (including post-
effective amendments) to registration statements to be filed by
Phillips Petroleum Company on Forms S-8 relating to Common Stock
issued under benefit plans, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each
said attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that each said attorney-in-fact and agent, or any
of them, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.



                          /s/ Lawrence S. Eagleburger
                              ----------------------------------
                              Lawrence S. Eagleburger, Director
                              Phillips Petroleum Company


Date: February 21, 2001


<PAGE>



                       POWER OF ATTORNEY


     The person whose signature appears below hereby authorizes
and appoints John A. Carrig, Rand C. Berney and J. W. Sheets,
jointly and severally, as his true and lawful attorneys-in-fact
and agent, with full power of substitution and resubstitution,
for him and in his name, place, and stead, in any and all
capacities, to sign any and all amendments (including post-
effective amendments) to registration statements to be filed by
Phillips Petroleum Company on Forms S-8 relating to Common Stock
issued under benefit plans, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each
said attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that each said attorney-in-fact and agent, or any
of them, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.



                          /s/ Larry D. Horner
                              ----------------------------------
                              Larry D. Horner, Director
                              Phillips Petroleum Company


Date: February 12, 2001


<PAGE>



                       POWER OF ATTORNEY


     The person whose signature appears below hereby authorizes
and appoints John A. Carrig, Rand C. Berney and J. W. Sheets,
jointly and severally, as his true and lawful attorneys-in-fact
and agent, with full power of substitution and resubstitution,
for him and in his name, place, and stead, in any and all
capacities, to sign any and all amendments (including post-
effective amendments) to registration statements to be filed by
Phillips Petroleum Company on Forms S-8 relating to Common Stock
issued under benefit plans, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each
said attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that each said attorney-in-fact and agent, or any
of them, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.



                          /s/ Randall L. Tobias
                              ----------------------------------
                              Randall L. Tobias, Director
                              Phillips Petroleum Company


Date: February 12, 2001


<PAGE>






                       POWER OF ATTORNEY


     The person whose signature appears below hereby authorizes
and appoints John A. Carrig, Rand C. Berney and J. W. Sheets,
jointly and severally, as her true and lawful attorneys-in-fact
and agent, with full power of substitution and resubstitution,
for her and in her name, place, and stead, in any and all
capacities, to sign any and all amendments (including post-
effective amendments) to registration statements to be filed by
Phillips Petroleum Company on Forms S-8 relating to Common Stock
issued under benefit plans, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each
said attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and
purposes as she might or could do in person, hereby ratifying and
confirming all that each said attorney-in-fact and agent, or any
of them, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.



                          /s/ Victoria J. Tschinkel
                              ----------------------------------
                              Victoria J. Tschinkel, Director
                              Phillips Petroleum Company


Date: February 12, 2001


<PAGE>






                       POWER OF ATTORNEY


     The person whose signature appears below hereby authorizes
and appoints John A. Carrig, Rand C. Berney and J. W. Sheets,
jointly and severally, as her true and lawful attorneys-in-fact
and agent, with full power of substitution and resubstitution,
for her and in her name, place, and stead, in any and all
capacities, to sign any and all amendments (including post-
effective amendments) to registration statements to be filed by
Phillips Petroleum Company on Forms S-8 relating to Common Stock
issued under benefit plans, and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each
said attorney-in-fact and agent full power and authority to do
and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and
purposes as she might or could do in person, hereby ratifying and
confirming all that each said attorney-in-fact and agent, or any
of them, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.



                          /s/ Kathryn C. Turner
                              ----------------------------------
                              Kathryn C. Turner, Director
                              Phillips Petroleum Company


Date: February 12, 2001


<PAGE>