Exhibit 10(g)

                                                                     4-26-88


                           INCENTIVE COMPENSATION PLAN

                                        OF

                            PHILLIPS PETROLEUM COMPANY


                               ARTICLE I - PURPOSE
                               -------------------

            The purpose of the Incentive Compensation Plan is to attract and
 retain desirable personnel and provide greater incentive to and stimulate
 the efforts of key employees of the Company and certain of its subsidiaries
 by granting suitable recognition for outstanding individual contributions
 to the Company's success.


                             ARTICLE II - DEFINITIONS
                             ------------------------

            The following terms, when used in this Plan, have the following
 meanings unless the context clearly indicates otherwise:
        1.  "Plan" shall mean the Incentive Compensation Plan, the terms and
 provisions of which are herein set forth, together with such amendments
 thereto as may hereafter from time to time be adopted.
        2.  "Company" shall mean Phillips Petroleum Company.
        3.  "Employee" shall mean any person who, on the last day of the
 Year for which an allotment is made, was a regular full-time employee of
 the Company or of a company more than 95% of whose voting stock is owned
 directly or indirectly by the Company.


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        4.  "Shares" or "Shares of Stock" shall mean shares of the Company's
 authorized but unissued or previously issued and reacquired common stock,
 but shall not refer herein to Restricted Shares or Restricted Shares of
 stock.
        5.  "Restricted Shares" or "Restricted Shares of Stock" shall mean
 Shares which may not be sold, assigned, transferred, pledged or otherwise
 disposed of, without prior approval of the Board or its designee, during a
 period specified by the Board in connection with the allotment of such
 Shares hereunder and which are evidenced by a certificate or certificates
 upon the face of which such restriction has been appropriately and
 conspicuously noted.
        6.  "Reserve" shall mean the Incentive Compensation Reserve
 described in Article IV hereof.
        7.  "Year" shall mean calendar year.
        8.  "Board" shall mean the Board of Directors of the Company.


                            ARTICLE III - ELIGIBILITY
                            -------------------------

 Any regular full-time Employee who is in a managerial, professional or
 other key position, including officers or directors who are Employees,
 shall be eligible to participate in the Plan.


                   ARTICLE IV - INCENTIVE COMPENSATION RESERVE
                   -------------------------------------------

        1.  For the calendar year 1965 and for each year thereafter, the
 Board may cause to be credited to an Incentive Compensation Reserve
 ("Reserve") up to 3% of the amount by which net income for that year
 exceeds 6% of borrowed and invested capital as of the end of the previous
 year.  In determining the maximum amount creditable to the Reserve for each
 year as above provided:
       (a)  "Net income" shall mean the amount reported as net income for
            that  year in the consolidated statement of income included in
            the


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            Company's Annual Report to Stockholders plus (i) interest on
            long-term debt and (ii) amounts credited to the Reserve during
            that year; and
       (b)  "borrowed and invested capital" shall mean the amount, as
            reported in the consolidated financial statements included in
            theCompany's Annual Report to Stockholders as of the end of the
            previous year, of (i) the total stockholders' equity (including
            capital stock, capital in excess of par value, and earnings
            employed in the business, less treasury stock) plus (ii)
            long-term debt due after one year and (iii) an appropriate
            adjustment for any significant change during the current year in
            the amounts of items (i) or (ii).
        2.  No amount may be credited to the Reserve unless and until any
 amount previously credited thereto and not allotted by the Board to
 participants as hereinafter authorized shall have been restored to net
 income.
        3.  As soon as practicable after the end of each year the Company's
 independent public accountants shall determine and report to the Board the
 maximum amount creditable to the Reserve for that year under the provisions
 of the Plan.


                       ARTICLE V - ALLOTMENTS FROM RESERVE
                       -----------------------------------

            Subject to the provisions hereof, the Board may make such
 allotments from the Reserve to such eligible Employees in such manner and
 amount as the Board shall in its sole discretion determine.  Total
 allotments from the Reserve to all participants in any one year shall not
 exceed the amount credited to the Reserve available for that year.  Total
 allotments in any one year to members of


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 the Board as a group shall not exceed 20% of the total allotments to all
 Employees in that year.  The allotment in any one year to an individual
 shall not exceed a maximum amount to be determined by the Board by means of
 a vote in which at least a majority of the total number of nonemployee
 directors then in office vote in favor of the action taken.


                         ARTICLE VI - FORMS OF ALLOTMENTS
                         --------------------------------

            The Board has sole discretion to approve allotments under this
 Plan.  From time to time it may delegate through an Administrative
 Procedure or otherwise, the right to determine settlement modes chosen from
 cash, shares or restricted shares.


                      ARTICLE VII - SETTLEMENT OF ALLOTMENTS
                      --------------------------------------

        1.  Subject to the provisions of Article VIII, allotments shall be
            settled,
            (a)  as to allotments in cash or in Shares, by payment of cash
                 or delivery of Shares, or both, as the case may be, at or
                 promptly following the date of allotment; and
            (b)  as to allotments in Restricted Shares, by the issuance to
                 and registration in the name of the participant, at or
                 promptly following the date of allotment, of the entire
                 number of the Restricted Shares covered by the allotment,
                 which Restricted Shares, or a portion or portions thereof,
                 shall not, without the


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                 prior written consent of the Board or its designee, be
                 sold, assigned, transferred, pledged or otherwise disposed
                 of during such period or periods commencing with the date
                 of allotment as determined by the Board; provided, each
                 certificate evidencing Restricted Shares shall be accepted
                 by the participant and placed by him in escrow held by the
                 Company for the account of the participant during the
                 period of restriction applicable thereto and, upon the
                 termination of such period, such certificate shall be
                 exchanged for a certificate for a corresponding number of
                 Shares and the latter certificate shall be delivered
                 forthwith to the participant, such delivery being
                 considered for the purposes hereof as the settlement of the
                 allotment or part thereof to which such certificate
                 relates.

        2.  Subject to the provisions of Article VIII and to the
            restrictions relating to the sale, assignment, transfer, pledge
            or other disposition of Restricted Shares, Restricted Shares
            held in escrow shall have all the rights and benefits of Shares
            and such rights and benefits, including those with respect to
            voting, dividends and other distributions, shall be enjoyed by
            the participant to whom allotted, as the registered owner, to
            the same extent as if such Restricted Shares were not being held
            in escrow, including the use of the Restricted Shares in the
            exercise of a stock option granted by the


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            Company provided, to the extent that any distribution made with
            respect to Restricted Shares consists of securities of the
            Company, or securities of the Company are received under a stock
            option by use of Restricted Shares, such securities shall be
            subject to the same restrictions and handled in the same manner
            as the Restricted Shares to which such securities are
            attributable.


                            ARTICLE VIII - FORFEITURES
                            --------------------------

        1.  Without prejudice to any other rights of the Company, all
 allotments to participants, whether in cash or in Shares, or in Restricted
 Shares, shall, prior to settlement, be deemed to be conditional and
 contingent and subject to forfeiture at the discretion of the Board if for
 any reason other than death, disability or retirement at normal retirement
 age, a participant's employment with the Company or a subsidiary of the
 Company is terminated.
        2.  Without prejudice to any other right of the Company, all
 allotments made in Restricted Shares and stock derived therefrom, shall be
 deemed to be conditional and contingent and subject to forfeiture during
 the escrow period upon such terms and conditions as the Board may specify
 on or before the allotment date for such Restricted Shares.
        3.  Any amount forfeited as above provided (in the case of
 forfeiture involving Shares or Restricted Shares or stock derived
 therefrom, such amount to



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 be equal to the amount attributed thereto at time of allotment) shall be
 restored to net income of the Company in the year of forfeiture.


                         ARTICLE IX - DEATH OR INCAPACITY
                         --------------------------------

            In case of death or incapacity of a participant, whether before
 or after termination of employment, prior to the time an allotment has been
 settled, the amount thereof shall be settled with the participant's legal
 representative(s) at the time and in the manner and amount originally
 provided or otherwise as determined by the Board in individual cases.


                            ARTICLE X - ADMINISTRATION
                            --------------------------

        1.  The Board shall have the exclusive right to interpret and
 construe the Plan and to administer its provisions, and, without limitation
 of the generality of the foregoing, shall solely be empowered to
 promulgate, amend and rescind rules and regulations for administration of
 the Plan, to decide any questions or disputes which may arise under the
 Plan and to make all other determinations and to take or cause to be taken
 all such other actions as may be necessary or desirable for operation of
 the Plan.  Subject to the provisions hereof, the selection of eligible
 Employees for participation in the Plan and the manner and amount of such
 participation in each individual case shall be determined in the sole and
 absolute discretion of the Board.
        2.  The action of the Board pursuant to paragraph 1 of this Article
 shall be binding and conclusive on all persons.


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               ARTICLE XI - AMENDMENTS AND TERMINATION OF THE PLAN
               ---------------------------------------------------

            Although it is contemplated that the Plan will continue
 indefinitely, nevertheless the Board in its discretion may at any time and
 from time to time amend the Plan or any provision thereof or may terminate
 the Plan, except that:
            (i)  The Board shall not, without prior approval of the
                 stockholders of the Company, amend the Plan to increase the
                 maximum amount which may be credited to the Reserve for any
                 year, or to increase the maximum amounts which may be
                 allotted in any year to the members of the Board as a
                 group, except as may be necessary or permitted so as to
                 achieve or maintain a favorable tax position for the
                 Company or participants under the Internal Revenue Code, as
                 the same may be amended; and
           (ii)  Neither an allotment made prior to the effective date of
                 any amendment or termination of the Plan, nor any payment
                 provided for under the terms of such an allotment, may be
                 adversely affected by such amendment or termination without
                 the consent of the participant to whom such allotment was
                 made.


                         ARTICLE XII - LEGAL REQUIREMENTS
                         --------------------------------

            The operation of the Plan and all rights and obligations
 resulting at any time therefrom shall be subject to compliance with all
 state and federal laws and regulations (whether now or hereafter becoming
 applicable) at such time or times and in such manner as the Board shall
 consider necessary or appropriate.



 2DP-1/002


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