Exhibit 10(i)
                                       BOARD OF DIRECTORS AMENDED
                                       JANUARY 8, 1996



                    PHILLIPS PETROLEUM COMPANY
             SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN



                       SECTION I - PURPOSE
                       -------------------
The purpose of the Phillips Petroleum Company Supplemental
Executive Retirement Plan ("Plan") is to supplement the retirement
benefits of Retiring eligible employees who were hired in mid-
career.  Phillips Petroleum Company ("Company") recognizes that
from time to time, it retains the services of employee(s) after the
employee has performed services at another company (or companies)
for varying periods of time, in order to obtain the special skills
and expertise developed by the key employee during these other
periods of employment.  These employees generally forego all or a
portion of their potential retirement benefits upon leaving their
previous employer(s).  This Plan, therefore, supplements retirement
benefits to at least partially compensate for the loss of retire-
ment benefits accrued at the previous employer(s).  The amount of
supplemental benefit payable under this Plan will not cause a
Retiring eligible employee's retirement benefit to equal or exceed
a full career Retiring eligible employee's benefit.


                 SECTION II - DEFINITION OF TERMS
                 --------------------------------
a)  Retirement Income Plan      is the Retirement Income Plan of
                                Phillips Petroleum Company.

b)  Retirement (or Retire, or   is termination of employment with
                Retiring)       the Company on or after the
                                employee's earliest early retire-
                                ment date as defined in the Retire-
                                ment Income Plan.  It includes ter-
                                mination of employment at an age
                                below 55 only when Section V ap-
                                plies.

c)  Credited Service,           as determined in accordance with
    Final Average Earnings,     the provisions of the Retirement
    Normal Retirement Date,     Income Plan.
    and Early Retirement Date

d)  Total Final Average         is the average of the high 3 earn-


                                 -1-

<PAGE>


    Earnings                    ings, excluding Incentive Compensa-
                                tion Plan Awards, paid in consecu-
                                tive years of the last 10 years
                                prior to termination of employment
                                plus the average of the high 3
                                Incentive Compensation Plan Awards
                                for any of such last 10 years under
                                the Incentive Compensation Plan,
                                whether paid or deferred and the
                                Key Employee Missed Credited Ser-
                                vice Retirement Plan.

e)  Total Credited Service      is an employee's Credited Service
                                plus any additional months of ser-
                                vice as calculated under the Prin-
                                cipal Corporate Officers Supplemen-
                                tal Retirement Plan and Missed
                                Credited Service as defined in sub-
                                section (j) of Section II of Arti-
                                cle I in the Retirement Income
                                Plan.


                 SECTION III - ELIGIBLE EMPLOYEES
                 --------------------------------
All employees of the Company who are participants in the Retirement
Income Plan and who, a) as of November 1, 1988 participated in the
Incentive Compensation Plan as members of Teams I, II, III
(including those individuals promoted to such levels through
November 1, 1988, ie: Grade 33 or above and ICP eligible), or b)
were active employee participants or were eligible to participate
in the Key Employee Death Protection Plan on the date of its
termination (December 31, 1986), c) are hired subsequent to
November 1, 1988 and at the time of hire are recommended for
participation in the Plan by the Vice President, Planning and
Corporate Relations and Services with approval by the Chief
Executive Officer, or d) prior to retirement are recommended for
participation in the Plan by the Vice President, Planning and


                                 -2-

<PAGE>


Corporate Relations and Services with approval by the Chief
Executive Officer, will be eligible for benefits under this Plan.


              SECTION IV - ELIGIBILITY FOR BENEFITS
              -------------------------------------
An eligible employee as described in Section III who commences
retirement benefits under the Retirement Income Plan, will be
eligible to receive the benefit amount described in Section VI only
if the results of (a) below exceed the results of (b) below where:
     (a) is the lesser of the following percentages;
         (i)  2.4% times the greater of the eligible employee's
              Credited Service or the Employee's Total Credited
              Service at the time of Retirement; or
         (ii) the Maximum SERP Benefit Percentage shown in the
              schedule below based upon the eligible employee's
              attained age at Retirement
and, (b) is the percentage derived by multiplying 1.6% times the
         eligible employee's Total Credited Service at the time of
         Retirement.
              Attained
              Age at                   Maximum SERP
              Retirement            Benefit Percentage
              ----------            ------------------
                  65                      60.0%
                  64                      58.4%
                  63                      56.8%
                  62                      55.2%
                  61                      53.6%
                  60                      52.0%
                  59                      50.4%
                  58                      48.8%
                  57                      47.2%
                  56                      45.6%
                  55                      44.0%
                  54 or younger            -0-


                                 -3-

<PAGE>



                 SECTION V - SPECIAL ELIGIBILITY
                 -------------------------------
An eligible employee as described in Section III who is less than
age 55 and who is laid off under the Layoff Plan of Phillips
Petroleum Company and/or the Supplemental Layoff Plan of Phillips
Petroleum Company and/or the Enhanced Supplemental Layoff Pay Plan
of Phillips Petroleum Company or any similar plans which may be
adopted by the Company from time to time, will be eligible to
receive the benefit described in Section VI if the results of (a)
below exceed the results of (b) below where:
     (a) is the lesser of the following percentages;
         (i)  2.4% times the greater of an eligible employee's
              Credited Service, or the employee's Total Credited
              Service at the time of layoff; or
         (ii) the Maximum SERP Benefit Percentage shown in the
              schedule below based upon the eligible employee's
              attained age at the time of layoff.
and, (b) is the percentage derived by multiplying 1.6% times the
         eligible employee's Total Credited Service at the time of
         layoff.

              Attained Age
              at the time              Maximum SERP
              of Layoff             Benefit Percentage
              ------------          ------------------
                  54                      42.4%
                  53                      40.8%
                  52                      39.2%
                  51                      37.6%
                  50                      36.0%
                  49                      34.4%
                  48                      32.8%
                  47                      31.2%
                  46                      29.6%
                  45                      28.0%
                  44                      26.4%
                  43                      24.8%
                  42                      23.2%


                                 -4-

<PAGE>



              Attained Age
              at the time              Maximum SERP
              of Layoff             Benefit Percentage
              ------------          ------------------
                  41                      21.6%
                  40                      20.0%
                  39                      18.4%
                  38                      16.8%
                  37                      15.2%
                  36                      13.6%
                  35                      12.0%
                  34                      10.4%
                  33                       8.8%
                  32                       7.2%
                  31                       5.6%
                  30                       4.0%
                  29                       2.4%
                  28                       0.8%


                  SECTION VI - BENEFIT AMOUNT
                  ---------------------------
An eligible employee who qualifies for benefits under this Plan in
accordance with Sections IV and V will be eligible to receive
retirement benefits from the Plan as follows:
     A.  With respect to eligible employees who commence retirement
         benefits on or after their Normal Retirement Date -
         multiply the lesser of (a)(i) or (a) (ii) as computed in
         Sections IV or V, as applicable, times the greater of the
         employee's Final Average Earnings or the employee's Total
         Final Average Earnings and with the results reduced by the
         portion of the eligible employee's Primary Social Security
         benefit as determined in the same manner as such reduction
         is determined under the Final Average Earnings formula of
         the Retirement Income Plan.
     B.  With respect to eligible employees who commence retirement
         benefits at an Early Retirement Date - benefits will be


                                 -5-

<PAGE>


         calculated in the same manner as the benefits for Normal
         Retirement Date, as described in A. of this Section, but
         reduced for early retirement in the same manner as is
         applicable under the Retirement Income Plan.

In either A. or B. above the Retirement Income Plan calculations
shall be made as if no benefit limitations were imposed by the
Internal Revenue Code and no benefit reductions resulted from
participation in any qualified or non-qualified Company-sponsored
benefit plan, and the resulting benefit amount will be reduced by
applicable retirement benefit payments for which the retiree is
eligible from any of the following plans, or any other similar plan
or plans, of the Company or any of its subsidiary or affiliated
companies; Retirement Income Plan, Retirement Restoration Plan of
Phillips Petroleum Company, Key Employee Deferred Compensation Plan
of Phillips Petroleum Company, the Retirement Makeup Plan of
Phillips Petroleum Company, Principal Corporate Officers Supplemen-
tal Retirement Plan of Phillips Petroleum Company, the Phillips
Petroleum Company Key Employee Death Protection Plan and the Key
Employee Missed Credited Service Retirement Plan.


           SECTION VII - PAYMENT OF RETIREMENT BENEFITS
           --------------------------------------------
Subject to the requirement that the manner of payment of retirement
benefits determined in accordance with this Plan, the Retirement
Restoration Plan of Phillips Petroleum Company, the Key Employee
Deferred Compensation Plan of Phillips Petroleum Company, the
Principal Corporate Officers Supplemental Retirement Plan of


                                 -6-

<PAGE>


Phillips Petroleum Company, and the Retirement Makeup Plan of
Phillips Petroleum Company, shall be the same, and subject further
to the condition that a Retiring eligible employee who receives
retirement payments under this Plan other than in one lump-sum
payment, shall agree to be available during the payment period to
provide, from time to time, advice and consultation to the Company
after reasonable notice, or forfeit his/her remaining unpaid
benefits, therefore:
   (i)   The Retiring eligible employee may elect on the forms
         prescribed by the Company to have such retirement payments
         paid on a straight-life annuity basis, or to have such
         life annuity payments converted in the manner provided by
         the Retirement Income Plan to any one of the other forms
         of payment which the Retiring eligible employee would be
         entitled to select (except the lump-sum settlement option)
         if such payments were to be paid to the Retiring eligible
         employee under the Retirement
         Income Plan.

   (ii)  Notwithstanding (i) above, an eligible employee who is
         commencing retirement benefits at age 60 or older may, not
         later than 30 days prior to commencing retirement bene-
         fits, express preferences as to:
         (a) whether the payment amounts should be converted in
             the manner provided by the Retirement Income Plan
             from a life annuity basis to one lump-sum payment,


                                 -7-

<PAGE>



         (b) whether such lump-sum payment shall be paid to the
             employee on or as soon as practicable after the
             employee's commencement of retirement benefits,
         (c) whether such lump-sum payment shall be credited as an
             award under the Company's Key Employee Deferred
             Compensation Plan.

The Chief Executive Officer, with respect to Retiring eligible
employees who are not members of the Board of Directors and the
Compensation Committee of the Board of Directors, with respect to
Retiring eligible employees who are members of the Board of
Directors, shall consider such indication of preference and shall
respectively decide whether to accept or reject the preferences
expressed.  In the event the Chief Executive Officer or the
Compensation Committee, as applicable, accepts such Retiring
eligible employee's preference, such retirement benefit shall be
paid in one lump sum as soon as practicable after the later of such
acceptance or the Retiring eligible employee's retirement benefit
commencement date; or if applicable, credited as of the eligible
employee's retirement benefit commencement date as an award under
the Key Employee Deferred Compensation Plan.


           SECTION VIII - METHOD OF PROVIDING BENEFITS
           -------------------------------------------
This Plan shall be unfunded.  All benefits shall be provided solely
from the general assets of the Company and any rights accruing to
an eligible employee under the Plan shall be those of a general
creditor; provided, however, that the Company may establish a


                                 -8-

<PAGE>


grantor trust to satisfy part or all of its Plan payment obliga-
tions so long as the plan remains unfunded for purposes of Title I
of ERISA.


              SECTION IX - MISCELLANEOUS PROVISIONS
              -------------------------------------
(a) No right or interest of an eligible employee under this Plan
    shall be assignable or transferable, in whole or in part,
    directly or indirectly, by operation of law or otherwise
    (excluding devolution upon death or mental incompetency).
(b) This Plan shall be administered by the Chief Executive Officer
    except to the extent otherwise specifically stated herein, and
    the Chief Executive Officer's decisions in all matters relating
    to the interpretation and application thereof shall be final.
(c) The Chief Executive Officer, may amend or terminate this Plan
    at any time if, in his or her sole judgment such amendment or
    termination is deemed desirable.  However, such amendments may
    not increase the benefits payable hereunder to any Officer of
    the Company who is also currently a Director of the Company.
(d) No amount accrued or payable hereunder shall be deemed to be
    a portion of an eligible 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 Income Plan.
(e) Participation or nonparticipation in this Plan shall not affect
    any eligible employee's employment status, or confer any
    special rights other than those expressly stated in the Plan.



                                -9-

<PAGE>


(f) 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 substan-
    tially all of the Company's assets and business or with or into
    which the Company may be consolidated or merged.
(g) The payment of benefits to eligible employees commencing
    retirement benefits under this Plan is contingent upon their
    not engaging in activities during the payment period which, in
    the evaluation of the Chief Executive Officer, are detrimental
    to the Company.  Such determination that an eligible employee
    has engaged in  activities detrimental to the Company will
    result in the forfeiture of his/her unpaid benefits.
(h) The Plan shall be construed, regulated, and administered in
    accordance with the laws of the State of Oklahoma except to the
    extent that said laws have been preempted by the laws of the
    United States.


                    SECTION X - EFFECTIVE DATE
                    --------------------------
This Plan became effective January 1, 1987.



                                  -10-

<PAGE>