Exhibit 4(d)



                  AMENDMENT TO RIGHTS AGREEMENT
                  -----------------------------



    AMENDMENT, dated as of May 16, 1990, to the Rights Agreement, dated
as of July 10, 1989 (the "Rights Agreement"), between Phillips Petroleum
Company, a Delaware corporation (the "Company"), and Manufacturers
Hanover Trust Company, as Rights Agent (the "Rights Agent").

    The Company and the Rights Agent have heretofore executed and
entered into the Rights Agreement.  Pursuant to Section 27 of the
Rights Agreement, the Company and the Rights Agent may from
time to time supplement or amend the Rights Agreement in accordance
with the provisions of Section 27 thereof.  All acts and things
necessary to make this Amendment a valid agreement, enforceable
according to its terms, have been done and performed, and the execution
and delivery of this Amendment by the Company and the Rights Agent have
been in all respects duly authorized by the Company and the Rights
Agent.

    In consideration of the foregoing and the mutual agreements
set forth herein, the parties hereto agree as follows:

    1. Section 1(a) of the Rights Agreement is hereby modified and
amended by adding the following sentence to the end thereof:

    Notwithstanding the foregoing, if the Board of Directors of the
    Company determines in good faith that a Person who would otherwise
    be an Acquiring Person, as defined


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    pursuant to the foregoing provisions of this paragraph (a), has
    become such inadvertently, and such Person divests as promptly as
    practicable a sufficient number of Common Shares so that such
    Person would no longer be an Acquiring Person, as defined pursuant
    to the foregoing provisions of this paragraph (a), then such Person
    shall not be deemed to be an "Acquiring Person" for any purposes of
    this Agreement.

    2. Section 1 of the Rights Agreement is hereby further modified and
amended by deleting paragraphs (i) and (o) thereof in their entirety and
relettering paragraphs (j) through (n) thereof accordingly.

    3. Section 11(a) of the Rights Agreement is hereby modified and
amended by deleting subparagraph (iii) thereof in its entirety,
renumbering subparagraph (iv) thereof as subparagraph (iii), and
amending and modifying subparagraph (ii) thereof to read in its entirety
as follows:

         (ii) Subject to Section 24 of this Agreement, in the event any
    Person becomes an Acquiring Person, each holder of a Right shall
    thereafter have a right to receive, upon exercise thereof at a price
    equal to the then current Purchase Price multiplied by the number of
    one-hundredths of a Preferred Share for which a Right is then
    exercisable, in accordance with the terms of this Agreement and in
    lieu of Preferred Shares, such number


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    of Common Shares of the Company as shall equal the result obtained
    by (x) multiplying the then current Purchase Price by the number of
    one-hundredths of a Preferred Share for which a Right is then
    exercisable and dividing that product by (y) 50% of the then current
    per share market price of the Company's Common Shares (determined
    pursuant to Section 11(d) hereof) on the date of the occurrence of
    such event.  In the event that any Person shall become an Acquiring
    Person and the Rights shall then be outstanding, the Company shall
    not take any action which would eliminate or diminish the benefits
    intended to be afforded by the Rights.

         From and after the occurrence of such event, any Rights that
    are or were acquired or beneficially owned by any Acquiring Person
    (or any Associate or Affiliate of such Acquiring Person) shall be
    void and any holder of such Rights shall thereafter have no right to
    exercise such Rights under any provision of this Agreement.  No
    Right Certificate shall be issued pursuant to Section 3 that
    represents Rights beneficially owned by an Acquiring Person whose
    Rights would be void pursuant to the preceding sentence or any
    Associate or Affiliate thereof; no Right Certificate shall be issued
    at any time upon the transfer of any Rights to an Acquiring Person
    whose Rights would be void pursuant to the preceding sentence or any
    Associate or Affiliate thereof

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    or to any nominee of such Acquiring Person, Associate or Affiliate;
    and any Right Certificate delivered to the Rights Agent for transfer
    to an Acquiring Person whose Rights would be void pursuant to the
    preceding sentence shall be cancelled.

    4. Section 11 (a) of the Rights Agreement is hereby further
modified and amended by adding to the end of newly renumbered
subparagraph (iii) thereof the following sentence:

    In the event the Company shall, after good faith effort, be unable
    to take all such action as may be necessary to authorize such
    additional Common Shares, the Company shall substitute, for each
    Common Share that would otherwise be issuable upon exercise of a
    Right, a number of Preferred Shares or fraction thereof such that
    the current per share market price of one Preferred Share multiplied
    by such number or fraction is equal to the current per share market
    price of one Common Share as of the date of issuance of such
    Preferred Shares or fraction thereof.


    5. Section 23 of the Rights Agreement is hereby modified and amended
to read in its entirety as follows:

         Section 23.  Redemption. (a) The Board of Directors of the
    Company may, at its option, at any time prior to such time as any
    Person becomes an Acquiring


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    Person, redeem all but not less than all the then outstanding Rights
    at a redemption price of $.01 per Right, appropriately adjusted to
    reflect any stock split, stock dividend or similar transaction
    occurring after the date hereof (such redemption price being
    hereinafter referred to as the "Redemption Price").  The redemption
    of the Rights by the Board of Directors may be made effective at
    such time, on such basis, and with such conditions as the Board of
    Directors in its sole discretion may establish.

         (b)  Immediately upon the action of the Board of Directors of
    the Company ordering the redemption of the Rights pursuant to
    subsection (a) of this Section 23, and without any further action
    and without any notice, the right to exercise the Rights will
    terminate and the only right thereafter of the holders of Rights
    shall be to receive the Redemption Price.  The Company shall
    promptly give public notice of any such redemption; provided,
    however, that the failure to give or any defect in any such notice
    shall not affect the validity of such redemption.  Within 10 days
    after such action of the Board of Directors ordering the redemption
    of the Rights, the Company shall mail a notice of redemption to all
    the holders of the then outstanding Rights at their last addresses
    as they appear upon the registry books of the Rights Agent or, prior
    to the Distribution Date, on


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    the registry books of the transfer agent for the Common Shares.  Any
    notice which is mailed in the manner herein provided shall be deemed
    given, whether or not the holder receives the notice.  Each such
    notice of redemption will state the method by which the payment of
    the Redemption Price will be made.  Neither the Company nor any of
    its Affiliates or Associates may redeem, acquire or purchase for
    value any Rights at any time in any manner other than that
    specifically set forth in this Section 23 or in Section 24 hereof,
    and other than in connection with the purchase of Common Shares
    prior to the Distribution Date.

    6. Section 24 of the Rights Agreement is hereby modified and
amended by deleting paragraph (c) thereof in its entirety, relettering
paragraphs (d) and (e) thereof as paragraphs (c) and (d), respectively,
and amending and modifying the newly relettered paragraph (c) thereof
to read in its entirety as follows:

    In the event that there shall not be sufficient common Shares issued
    but not outstanding or authorized but unissued to permit any
    exchange of Rights as contemplated in accordance with this Section
    24, the Company shall take all such action as may be necessary to
    authorize additional Common Shares for issuance upon exchange of the
    Rights.  In the event the Company shall, after good faith effort, be
    unable to take all such action as may be necessary to authorize such
    additional

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    Common Shares, the Company shall substitute, for each Common Share
    that would otherwise be issuable upon exchange of a Right, a number
    of Preferred Shares or fraction thereof such that the current per
    share market price of one Preferred Share multiplied by such number
    or fraction is equal to the current per share market price of one
    Common Share as of the date of issuance of such Preferred Shares or
    fraction thereof.

    7. This Amendment to the Rights Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware and for
all purposes shall be governed by and construed in accordance with the
laws of such State applicable to contracts to be made and performed
entirely within such State.

    8. This Amendment to the Rights Agreement may be executed in any
number of counterparts, each of which shall be an original, but such
counterparts shall together constitute one and the same instrument.
Terms not defined herein shall, unless the context otherwise requires,
have the meanings assigned to such terms in the Rights Agreement.

    9. In all respects not inconsistent with the terms and provisions of
this Amendment to the Rights Agreement, the Rights Agreement is hereby
ratified, adopted, approved and confirmed.  In executing and delivering
this Amendment, the Rights Agent shall be entitled to all the privileges
and immunities afforded to the


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Rights Agent under the terms and conditions of the Rights Agreement.

    10. If any term, provision, covenant or restriction of this
Amendment to the Rights Agreement is held by a court of competent
jurisdiction or other authority to be invalid, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions of
this Amendment to the Rights Agreement, and of the Rights Agreement,
shall remain in full force and effect and shall in no way be affected,
impaired or invalidated.

    IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and attested, all as of the date and year first above
written.


Attest:                               PHILLIPS PETROLEUM COMPANY

By: /s/ D.L. Cone                        By: /s/ J.J. Mulva
   -------------------------                ------------------------
                                              Vice President


Attest:                               MANUFACTURERS HANOVER TRUST
                                         COMPANY


By: /s/ Leslie A. DeLuca                 By: /s/ Lawrence E. Dennedy
   -------------------------                ------------------------
   Assistant Vice President                   Lawrence E. Dennedy
                                              Vice President


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