Exhibit 10(p)

                                       BOARD OF DIRECTORS AMENDED
                                                     MAY 11, 1998



          KEY EMPLOYEE SUPPLEMENTAL RETIREMENT PLAN OF
                    PHILLIPS PETROLEUM COMPANY

                             PURPOSE

The purpose of the Key Employee Supplemental Retirement Plan of
Phillips Petroleum Company (the "Plan") is to attract and retain
key employees by providing them with supplemental retirement
benefits.  This Plan is intended to be and shall be administered
as an unfunded excess benefit plan for highly compensated
employees within the meaning of ERISA Sections 3(36) and 4(b)(5)
subject to Section IV.

SECTION I.  Definitions.
            -----------

As used in this Plan:

(a) "Board" shall mean the board of directors of the Company.
(b) "Chief Executive Officer (CEO)" shall mean the Chief
    Executive Officer of the Company.
(c) "Code" shall mean the Internal Revenue Code of 1986, as
    amended from time to time.
(d) "Committee" shall mean the Compensation Committee of the
    Board.
(e) "Company" shall mean Phillips Petroleum Company.
(f) "Employee" shall mean a person who is an active participant
    in the Retirement Plan.
(g) "ERISA" shall mean the Employee Retirement Income Security
    Act of 1974, as amended from time to time, or any successor
    statute.
(h) "Exchange Act" shall mean the Securities Exchange Act of
    1934, as amended and in effect from time to time, or any
    successor statute.
(i) "Incentive Compensation Plan" shall mean the Incentive
    Compensation Plan of the Company, or the Annual Incentive
    Compensation Plan of Phillips


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    Petroleum Company, or similar plan of a Participating
    Subsidiary, or any similar or successor plans, or all, as
    the context may require.
(j) "KEDCP" shall mean the Key Employee Deferred Compensation
    Plan of Phillips Petroleum Company.
(k) "Participating Subsidiary" shall mean a subsidiary of the
    Company, of which the Company beneficially owns, directly or
    indirectly, more than 50% of the aggregate voting power of
    all outstanding classes and series of stock, where such
    subsidiary has adopted one or more plans making participants
    eligible for participation in this Plan.
(l) "Plan" shall mean the Key Employee Supplemental Retirement
    Plan of Phillips Petroleum Company, the terms of which are
    stated in and by this document.
(m) "Plan Administrator" shall mean Executive Vice President,
    Planning, Corporate Relations and Services, or his
    successor.
(n) "Restricted Stock" shall mean shares of Stock which have
    certain restrictions attached to the ownership thereof.
(o) "Retirement Plan" shall mean the Retirement Income Plan of
    Phillips Petroleum Company, which plan is qualified under
    Code Section 401(a).
(p) "Salary"shall mean the monthly equivalent rate of pay for an
    Employee before adjustments for any before-tax voluntary
    reductions.
(q) "Stock" means shares of common stock of the Company, par
    value $1.25.
(r) "Total Final Average Earnings" shall mean the average of the
    high 3 earnings, excluding Incentive Compensation Plan
    Awards, paid in consecutive years of the last 10 years prior
    to termination of employment plus the average of the high 3
    Incentive Compensation Awards for any of such last 10 years
    under the Incentive Compensation Plan, whether paid or
    deferred.
(s) "Trustee" means the trustee of the grantor trust established
    by the Trust Agreement between the Company and Wachovia
    Bank, N.A. dated as of June 1, 1998, or any successor
    trustee.


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SECTION II.  Plan Benefits.
             -------------

Supplemental payments will be made in such amounts which,
together with the payments which the Employee or the Employee's
surviving spouse, in the case of the death of an Employee prior
to retirement or the death of a former Employee prior to
commencing retirement benefits is eligible to receive under the
Retirement Plan, will equal the retirement benefit that would
have been payable under the Retirement Plan except for any or all
of the following reasons:

(a) An Employee's deferral of all or any portion of one or more
    awards under the Incentive Compensation Plan, pursuant to
    the provisions of KEDCP, which results in a reduction in the
    total retirement benefits which would have been payable
    under the Retirement Plan,
(b) The issuance of Restricted Stock in settlement of awards
    under the Incentive Compensation Plan (which for purposes of
    this Section the initial value thereof shall be considered a
    "deferral"), which results in a reduction in the total
    retirement benefits which would have been payable under the
    Retirement Plan,
(c) An Employee's voluntary reduction of salary pursuant to the
    provisions of KEDCP which results in a reduction in the
    total retirement benefits which would have been payable
    under the Retirement Plan,
(d) The payments which would have been received under the
    Retirement Plan except for limitations relating to Code
    Section 401(a)(17), or
(e) The payments which would have been received under the
    Retirement Plan except for limitations relating to Code
    Section 415,  including without limitation the interest rate
    limitations of Code Section 415(b)(2)(E).

In addition to the supplemental payments in Section II (a), (b),
(c), (d) and (e) hereof, an additional supplemental retirement
payment will be made to an Employee who terminates employment on
or after February 8, 1993, calculated


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under the terms of the Retirement Plan using as final average
earnings the difference, if any, between the Total Final Average
Earnings and the Final Average Earnings used in the Retirement
Income Plan.

SECTION III.  Payment of Benefits.
              -------------------

Subject to the requirement that the manner of payment of
supplemental retirement benefits which an Employee is eligible to
receive under this Plan, the Principal Corporate Officers Supple-
mental Retirement Plan of Phillips Petroleum Company, the
Phillips Petroleum Company Supplemental Executive Retirement
Plan, the Phillips Petroleum Company Key Employee Death
Protection Plan and any similar plan or plans of the Company or a
Participating Subsidiary, shall be the same and, subject further
to the condition that an Employee who receives payments under
this Plan in the manner described in Section III (b) hereof,
shall agree to be available to provide from time to time advice
and consultation to the Company after reasonable notice and for
reasonable compensation therefor:

    (a) An Employee may elect in the manner prescribed by the
        Plan Administrator to have the payments provided for
        hereunder made on a straight life annuity basis, or to
        have such life annuity payments converted in the manner
        provided by the Retirement Plan to any one of the other
        forms of payments which the Employee would be entitled
        to select (except the lump-sum settlement option) if
        such payments were to be paid to the Employee under the
        Retirement Plan.
    (b) Notwithstanding (a) above, an Employee who is commencing
        retirement benefits at age 60 or older may, not earlier
        than 90 days nor later than 30 days prior to commencing
        retirement benefits, express a preference, in the manner
        prescribed by the Plan Administrator, to have the
        payment of the amounts provided for hereunder converted
        in the manner provided by the Retirement Plan from a
        life annuity basis


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        to one lump-sum payment of which all or part of the lump
        sum payment is either paid to the Employee or considered
        an award pursuant to the provisions of KEDCP.  The Chief
        Executive Officer, with respect to Employees who are not
        subject to Section 16 of the Exchange Act, and the
        Committee, with respect to Employees who are subject to
        Section 16 of the Exchange Act, shall consider such
        indication of preference and shall respectively decide
        in the Chief Executive Officer's or the Committee's sole
        discretion whether to accept or reject the preference
        expressed.  In the event the Chief Executive Officer or
        the Committee, as applicable, accepts such Employee's
        preference, part or all of the Plan benefits shall be
        paid in a lump sum as soon as practicable after the
        later of such acceptance or the Employee's retirement
        benefit commencement date or credited as of the
        Employee's retirement benefit commencement date to the
        Employee's KEDCP account as applicable.

SECTION IV.  Method of Providing Benefits.
             ----------------------------

All amounts payable under this Plan shall be paid solely from the
general assets of the Company and any rights accruing to an
eligible Employee or Retiree under the Plan shall be those of a
general creditor; provided, however, that the Company may
establish a grantor trust to satisfy part or all of its Plan
payment obligations so long as the Plan remains an unfunded
excess benefit plan for purposes of Title I of ERISA.

SECTION V.  Nonassignability.
            ----------------

The right of an Employee, or beneficiary, or other person who
becomes entitled to receive payments under this Plan, shall not
be assignable or subject to garnishment, attachment or any other
legal process by the creditors of, or other claimants against,
the Employee, beneficiary, or other such person.


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SECTION VI.  Administration.
             --------------

(a) The Plan shall be administered by the Plan Administrator.
    The Plan Administrator may adopt such rules, regulations and
    forms as deemed desirable for administration of the Plan and
    shall have the discretionary authority to allocate
    responsibilities under the Plan to such other persons as may
    be designated, whether or not employee members of the Board.

(b) Any claim for benefits hereunder shall be presented in
    writing to the Plan Administrator for consideration, grant
    or denial.  In the event that a claim is denied in whole or
    in part by the Plan Administrator, the claimant, within
    ninety days of receipt of said claim by the Plan
    Administrator, shall receive written notice of denial.  Such
    notice shall contain:

     (1)   a statement of the specific reason or reasons for the
           denial;

     (2)   specific references to the pertinent provisions
           hereunder on which such denial is based;

     (3)   a description of any additional material or
           information necessary to perfect the claim and an
           explanation of why such material or information is
           necessary; and

     (4)   an explanation of the following claims review
           procedure set forth in paragraph (c) below.

(c) Any claimant who feels that a claim has been improperly
    denied in whole or in part by the Plan Administrator may
    request a review of the denial


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    by making written application to the Trustee.  The claimant
    shall have the right to review all pertinent documents
    relating to said claim and to submit issues and comments in
    writing to the Trustee.  Any person filing an appeal from
    the denial of a claim must do so in writing within sixty
    days after receipt of written notice of denial.  The Trustee
    shall render a decision regarding the claim within sixty
    days after receipt of a request for review, unless special
    circumstances require an extension of time for processing,
    in which case a decision shall be rendered within a
    reasonable time, but not later than 120 days after receipt
    of the request for review.  The decision of the Trustee
    shall be in writing and, in the case of the denial of a
    claim in whole or in part, shall set forth the same
    information as is required in an initial notice of denial by
    the Plan Administrator, other than an explanation of this
    claims review procedure.  The Trustee shall have absolute
    discretion in carrying out its responsibilities to make its
    decision of an appeal, including the authority to interpret
    and construe the terms hereunder, and all interpretations,
    findings of fact, and the decision of the Trustee regarding
    the appeal shall be final, conclusive and binding on all
    parties.

(d) Compliance with the procedures described in paragraphs (b)
    and (c) shall be a condition precedent to the filing of any
    action to obtain any benefit or enforce any right which any
    individual may claim hereunder. Notwithstanding anything to
    the contrary in this Plan, these paragraphs (b), (c) and (d)
    may not be amended without the written consent of a seventy-
    five percent (75%) majority of Participants and Beneficiaries
    and such paragraphs shall survive the termination of this
    Plan until all benefits accrued hereunder have been paid.

SECTION VII.  Employment not Affected by Plan.
              -------------------------------


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Participation or nonparticipation in this Plan shall neither
adversely affect any person's employment status, or confer any
special rights on any person other than those expressly stated in
the Plan.  Participation in the Plan by an Employee of the
Company or of a Participating Subsidiary shall not affect the
Company's or the Participating Subsidiary's right to terminate
the Employee's employment or to change the Employee's
compensation or position.

SECTION VIII.  Miscellaneous Provisions.
               ------------------------

(a) The Board reserves the right to amend or terminate this Plan
    at any time, if, in the sole judgment of the Board, such
    amendment or termination is deemed desirable; provided that
    no member of the Board who is also an Employee or Retiree
    shall participate in any action which has the actual or
    potential effect of increasing his or her benefits
    hereunder, and further provided, the Company shall remain
    liable for any benefits accrued under this Plan prior to the
    date of amendment or termination.

(b) Except as otherwise provided herein, the Plan shall be
    binding upon the Company, its successors and assigns,
    including but not limited to any corporation which may
    acquire all or substantially all of the Company's assets and
    business or with or into which the Company may be
    consolidated or merged.

(c) No amount accrued or payable hereunder shall be deemed to be
    a portion of an Employee's compensation or earnings for the
    purpose of any other employee benefit plan adopted or
    maintained by the Company, nor shall this Plan be deemed to
    amend or modify the provisions of the Retirement Plan.

(d) The Plan shall be construed, regulated, and administered in
    accordance with the laws of the State of Oklahoma except to
    the extent that said


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laws have been preempted by the laws of the United States.

2DP/038
05-08-1998


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