EXHIBIT 3(i)(c)




                   CERTIFICATE OF DESIGNATIONS

                               of

          SERIES B JUNIOR PARTICIPATING PREFERRED STOCK

                               of

                   PHILLIPS PETROLEUM COMPANY

                 (Pursuant to Section 151 of the
                Delaware General Corporation Law)

                ---------------------------------

          PHILLIPS PETROLEUM COMPANY, a corporation organized and
existing under the General Corporation Law of the State of
Delaware (hereinafter called the "Corporation"), hereby certifies
that the following resolution was adopted by the Board of
Directors of the Corporation as required by Section 151 of the
General Corporation Law at a meeting duly called and held on July
10, 1989:

          RESOLVED, that pursuant to the authority granted to and
vested in the Board of Directors of this Corporation (hereinafter
called the "Board of Directors" or the "Board") in accordance
with the provisions of the Certificate of Incorporation, the
Board of Directors hereby creates a series of Preferred Stock,
par value $1.00 per share (the "Preferred Stock"), of the
Corporation and hereby states the designation and number of
shares, and fixes the relative rights, preferences, and
limitations thereof as follows:

          Series B Junior Participating Preferred Stock:

          Section 1.     Designation and Amount.  The shares of
                         ----------------------
such series shall be designated as "Series B Junior Participating
Preferred Stock" (the "Series B Preferred Stock") and the number of
shares constituting the Series B Preferred Stock shall be 5,000,000.
Such number of shares may be increased or decreased by resolution
of the Board of Directors; provided, that no decrease shall
                           --------
reduce the number of shares of Series B Preferred Stock to a
number less than the number of shares then outstanding plus the
number of shares reserved for issuance upon the exercise of
outstanding options, rights or warrants or upon the conversion of
any outstanding securities issued by the Corporation convertible
into Series B Preferred Stock.

          Section 2.     Dividends and Distributions.
                         ---------------------------

          (A)  Subject to the rights of the holders of any shares of any
     series of Preferred Stock (or any similar stock) ranking prior
     and superior to the Series B Preferred Stock with respect to
     dividends, the holders of shares of Series B Preferred Stock, in
     preference to the holders of Common Stock, par value $1.25 per
     share (the "Common Stock"), of the


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     Corporation, and of any other junior stock, shall be entitled to
     receive, when, as and if declared by the Board of Directors out of
     funds legally available for the purpose, quarterly dividends payable
     in cash on the first day of March, June, September and December in
     each year (each such date being referred to herein as a "Quarterly
     Dividend Payment Date"), commencing on the first Quarterly Dividend
     Payment Date after the first issuance of a share or fraction of a
     share of Series B Preferred Stock, in an amount per share
     (rounded to the nearest cent) equal to the greater of (a) $1 or
     (b) subject to the provision for adjustment hereinafter set
     forth, 100 times the aggregate per share amount of all cash
     dividends, and 100 times the aggregate per share amount (payable
     in kind) of all non-cash dividends or other distributions, other
     than a dividend payable in shares of Common Stock or a
     subdivision of the outstanding shares of Common Stock (by
     reclassification or otherwise), declared on the Common Stock
     since the immediately preceding Quarterly Dividend Payment Date
     or, with respect to the first Quarterly Dividend Payment Date,
     since the first issuance of any share or fraction of a share of
     Series B Preferred Stock.  In the event the Corporation shall at
     any time declare or pay any dividend on the Common Stock payable
     in shares of Common Stock, or effect a subdivision or combination
     or consolidation of the outstanding shares of Common Stock (by
     reclassification or otherwise than by payment of a dividend in
     shares of Common Stock) into a greater or lesser number of shares
     of Common Stock, then in each such case the amount to which
     holders of shares of Series B Preferred Stock were entitled
     immediately prior to such event under clause (b) of the preceding
     sentence shall be adjusted by multiplying such amount by a
     fraction, the numerator of which is the number of shares of
     Common Stock outstanding immediately after such event and the
     denominator of which is the number of shares of Common Stock that
     were outstanding immediately prior to such event.

          (B)  The Corporation shall declare a dividend or distribution
     on the Series B Preferred Stock as provided in paragraph (A) of this
     Section immediately after it declares a dividend or distribution
     on the Common Stock (other than a dividend payable in shares of
     Common Stock); provided that, in the event no dividend or
     distribution shall have been declared on the Common Stock during
     the period between any Quarterly Dividend Payment Date and the
     next subsequent Quarterly Dividend Payment Date, a dividend of $1
     per share on the Series B Preferred Stock shall nevertheless be
     payable on such subsequent Quarterly Dividend Payment Date.

          (C)  Dividends shall begin to accrue and be cumulative on
     outstanding shares of Series B Preferred Stock from the Quarterly
     Dividend Payment Date next preceding the date of issue of such
     shares, unless the date of issue of such shares is prior to the
     record date for the first Quarterly Dividend Payment Date, in
     which case dividends on such shares shall begin to accrue from
     the date of issue of such shares, or unless the date of issue is
     a Quarterly Dividend Payment Date or is a date after the record
     date for the determination of holders of shares of Series B
     Preferred Stock entitled to receive a quarterly dividend and
     before such Quarterly Dividend Payment Date, in either of which
     events such dividends shall begin to accrue and be cumulative
     from such Quarterly Dividend Payment Date.  Accrued but unpaid
     dividends shall not bear interest.  Dividends paid on the shares
     of Series B Preferred Stock in an amount less than the total
     amount of such dividends at the time accrued and payable on such
     shares shall be


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     allocated pro rata on a share-by-share basis among all such shares
     at the time outstanding.  The Board of Directors may fix a record
     date for the determination of holders of shares of Series B
     Preferred Stock entitled to receive payment of a dividend or
     distribution declared thereon, which record date shall be not more
     than 60 days prior to the date fixed for the payment thereof.

          Section 3.     Voting Rights.  The holders of shares of Series B
                         -------------
Preferred Stock shall have the following voting rights:

          (i)  Subject to the provision for adjustment hereinafter set
     forth, each share of Series B Preferred Stock shall entitle the
     holder thereof to 100 votes on all matters submitted to a vote of
     the stockholders of the Corporation.  In the event the
     Corporation shall at any time declare or pay any dividend on the
     Common Stock payable in shares of Common Stock, or effect a
     subdivision or combination or consolidation of the outstanding
     shares of Common Stock (by reclassification or otherwise than by
     payment of a dividend in shares of Common Stock) into a greater
     or lesser number of shares of Common Stock, then in each such
     case the number of votes per share to which holders of shares of
     Series B Preferred Stock were entitled immediately prior to such
     event shall be adjusted by multiplying such number by a fraction,
     the numerator of which is the number of shares of Common Stock
     outstanding immediately after such event and the denominator of
     which is the number of shares of Common Stock that were
     outstanding immediately prior to such event.

          (ii)  Except as otherwise provided herein, in any other
     Certificate of Designations creating a series of Preferred Stock
     or any similar stock, or by law, the holders of shares of Series
     B Preferred Stock and the holders of shares of Common Stock and
     any other capital stock of the Corporation having general voting
     rights shall vote together as one class on all matters submitted
     to a vote of stockholders of the Corporation.

          (iii)  Except as set forth herein, or as otherwise provided
     by law, holders of Series B Preferred Stock shall have no special
     voting rights and their consent shall not be required (except to
     the extent they are entitled to vote with holders of Common Stock
     as set forth herein) for taking any corporate action.

          Section 4.     Certain Restrictions.
                          --------------------

          (A)  Whenever quarterly dividends or other dividends or
     distributions payable on the Series B Preferred Stock as provided
     in Section 2 are in arrears, thereafter and until all accrued and
     unpaid dividends and distributions, whether or not declared, on
     shares of Series B Preferred Stock outstanding shall have been
     paid in full, the Corporation shall not:

          (i)  declare or pay dividends, or make any other distributions,
     on any shares of stock ranking junior (either as to dividends or
     upon liquidation, dissolution or winding up) to the Series B
     Preferred Stock;


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          (ii)  declare or pay dividends, or make any other distributions,
     on any shares of stock ranking on a parity (either as to dividends
     or upon liquidation, dissolution or winding up) with the Series B
     Preferred Stock, except dividends paid ratably on the Series B
     Preferred Stock and all such parity stock on which dividends are
     payable or in arrears in proportion to the total amounts to which the
     holders of all such shares are then entitled;

          (iii)  redeem or purchase or otherwise acquire for consideration
     shares of any stock ranking junior (either as to dividends or upon
     liquidation, dissolution or winding up) to the Series B Preferred
     Stock, provided that the Corporation may at any time redeem, purchase
     or otherwise acquire shares of any such junior stock in exchange for
     shares of any stock of the Corporation ranking junior (either as to
     dividends or upon dissolution, liquidation or winding up) to the
     Series B Preferred Stock; or

          (iv)  redeem or purchase or otherwise acquire for consideration
     any shares of Series B Preferred Stock, or any shares of stock ranking
     on a parity with the Series B Preferred Stock, except in accordance with
     a purchase offer made in writing or by publication (as determined by the
     Board of Directors) to all holders of such shares upon such terms as the
     Board of Directors, after consideration of the respective annual dividend
     rates and other relative rights and preferences of the respective series
     and classes, shall determine in good faith will result in fair and
     equitable treatment among the respective series or classes.

          (B)  The corporation shall not permit any subsidiary of the
     Corporation to purchase or otherwise acquire for consideration
     any shares of stock of the Corporation unless the Corporation
     could, under paragraph (A) of this Section 4, purchase or
     otherwise acquire such shares at such time and in such manner.

          Section 5.     Reacquired Shares.  Any shares of Series B
                         -----------------
Preferred Stock purchased or otherwise acquired by the Corporation in
any manner whatsoever shall be retired and cancelled promptly after the
acquisition thereof.  All such shares shall upon their cancellation become
authorized but unissued shares of Preferred Stock and may be reissued as
part of a new series of Preferred Stock subject to the conditions and
restrictions on issuance set forth herein, in the Certificate of
Incorporation, or in any other Certificate of Designations creating a
series of Preferred Stock or similar stock or as otherwise required by law.

          Section 6.     Liquidation, Dissolution or Winding Up.  Upon any
                         --------------------------------------
liquidation, dissolution or winding up of the Corporation, no distribution
shall be made (1) to the holders of shares of stock ranking junior (either
as to dividends or upon liquidation, dissolution or winding up) to the
Series B Preferred Stock unless, prior thereto, the holders of shares of
Series B Preferred Stock shall have received $100 per share, plus an
amount equal to accrued and unpaid dividends and distributions thereon,
whether or not declared, to the date of such payment, provided that the
holders of shares of Series B Preferred Stock shall be entitled to receive
an aggregate amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 100 times the aggregate amount to be
distributed per share to holders of shares of Common Stock, or (2) to the
holders of shares of stock ranking on a parity (either as to dividends or
upon liquidation, dissolution or winding up) with the Series B Preferred
Stock, except distributions


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made ratably on the Series B Preferred Stock and all such parity stock in
proportion to the total amounts to which the holders of all such shares are
entitled upon such liquidation, dissolution or winding up.  In the event the
Corporation shall at any time declare or pay any dividend on the Common Stock
payable in shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case the
aggregate amount to which holders of shares of Series B Preferred Stock were
entitled immediately prior to such event under the proviso in clause (1) of the
preceding sentence shall be adjusted by multiplying such amount by a fraction
the numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

          Section 7.     Consolidation, Merger, etc.  In case the Corporation
                         --------------------------
shall enter into any consolidation, merger, combination or other transaction in
which the shares of Common Stock are exchanged for or changed into other stock
or securities, cash and/or any other property, then in any such case each share
of Series B Preferred Stock shall at the same time be similarly exchanged or
changed into an amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 100 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.
In the event the Corporation shall at any time declare or pay any dividend on
the Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the amount set forth in the preceding sentence with respect to the
exchange or change of shares of Series B Preferred Stock shall be adjusted by
multiplying such amount by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

          Section 8.     No Redemption.  The shares of Series B Preferred Stock
                         -------------
shall not be redeemable.

          Section 9.     Rank.  The Series B Preferred Stock shall rank, with
                         ----
respect to the payment of dividends and the distribution of assets, junior to
all series of any other class of the Corporation's Preferred Stock.

          Section 10.    Amendment.  The Certificate of Incorporation of the
                         ---------
Corporation shall not be amended in any manner which would materially alter or
change the powers, preferences or special rights of the Series B Preferred Stock
so as to affect them adversely without the affirmative vote of the holders of at
least two-thirds of the outstanding shares of Series B Preferred Stock, voting
together as a single class.


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          IN WITNESS WHEREOF, this Certificate of Designations is executed on
behalf of the Corporation by its Senior Vice President and General Counsel this
12th day of July, 1999.



                                   By  /s/ J. Bryan Whitworth
                                     ------------------------------------------
                                   Name:   J. Byran Whitworth
                                   Title:  Senior Vice President
                                           and General Counsel


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