Exhibit 10(q)

                                       BOARD OF DIRECTORS AMENDED
                                                FEBRUARY 14, 2000


                DEFINED CONTRIBUTION MAKEUP PLAN
                               OF
                   PHILLIPS PETROLEUM COMPANY



Section 1.  Definitions.

For  purposes  of the Plan, the following terms, as used  herein,
shall have the meaning specified:

(a)  "Affiliated Company" means any company or other legal entity
     which  is controlled, either directly or indirectly, by  the
     Company.

(b)  "Affiliated  Group"  shall  mean  the  Company  plus   other
     subsidiaries and affiliates in which it owns a  5%  or  more
     equity interest.

(c)  "Allocation  Ratio"  shall  mean  the  ratio  determined  by
     dividing  (i)  an  amount equal to the total  value  of  the
     unallocated  shares of Stock allocated to LTSSP participants
     and  beneficiaries  as of a LTSSP Basic Allocation  Date  or
     Supplemental  Allocation Date (as defined in the  LTSSP)  by
     (ii)  an amount equal to the total net LTSSP Fund K deposits
     used  in  the  calculation of the LTSSP Basic Allocation  or
     Supplemental Allocation (as defined in the LTSSP).

(d)  "Beneficiary"  means  a person or persons  designated  by  a
     Participant  to receive, in the event of death,  any  unpaid
     portion of a Participant's Benefit from this Plan.  Any


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     Participant  may,  subject to such  limitations  as  may  be
     prescribed  by the Committee, designate one or more  persons
     primarily  or contingently as beneficiaries in writing  upon
     forms  supplied  by and delivered to the  Company,  and  may
     revoke such designations in writing.  If a Participant fails
     effectively  to designate a beneficiary, then  the  Benefits
     will be paid in the following order of priority:
     (i)       Surviving spouse;
     (ii)      Surviving children in equal shares;
     (iii)     To the estate of the Participant.

(e)  "Benefit"  shall mean an obligation of the  Company  to  pay
     amounts from this Plan.

(f)  "Board"  means the Board of Directors of the Company  as  it
     may be comprised from time to time.

(g)  "Code"  means the Internal Revenue Code of 1986, as  amended
     from time to time, or any successor statute.

(h)  "Committee" means the Compensation Committee of the Board or
     any successor committee with substantially the same responsi
     bilities.

(i)  "Company"  means  Phillips  Petroleum  Company,  a  Delaware
     corporation or any successor corporation.

(j)  "Employee"  means any individual who is a salaried  employee
     of the Company or any Participating Subsidiary.


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(k)  "Exchange Act" means the Securities Exchange Act of 1934, as
     amended  and  in effect from time to time, or any  successor
     statute.

(l)  "Highly  Compensated Employee" shall mean an Employee  whose
     compensation  exceeds  the amount  set  forth  in  Code  Sec
     tion 401(a)(17), as amended from time to time.

(m)  "KEDCP"  shall  mean the Key Employee Deferred  Compensation
     Plan of Phillips Petroleum Company.

(n)  "LTSSP"  means the Long-Term Stock Savings Plan of  Phillips
     Petroleum Company.

(o)  "Participant" means an Employee who is eligible to receive a
     Benefit from this Plan as a result of being a Highly  Compen
     sated Employee and any person for whom a Supplemental Thrift
     account and/or a Supplemental LTSSP account is maintained.

(p)  "Participating  Subsidiary" means a subsidiary  of  the  Com
     pany,  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,  which  has
     adopted  the  Thrift Plan and the LTSSP,  and  one  or  more
     Employees  of  which are Participants, or are  eligible  for
     Benefits pursuant to this Plan.

(q)  "Pay"  means,  with respect to a Participant's  Supplemental
     Thrift  Account,  "Pay" as defined in the Thrift  Plan,  and
     with  respect to a Participant's Supplemental LTSSP Account,
     "Pay"  as defined in the LTSSP, except in each case  without
     regard  to  Pay Limitations or a voluntary Salary  Reduction
     under provi-


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     sions  of  the  Key Employee Deferred Compensation  Plan  of
     Phillips Petroleum Company.

(r)  "Pay Limitations" means the compensation limitations applica
     ble  to the Thrift Plan and the LTSSP that are set forth  in
     Code Section 401(a)(17) in effect January 10, 1994, the date
     the  Plan  was adopted, and that limit Pay for  purposes  of
     those plans.

(s)  "Plan  Administrator"  means the Executive  Vice  President,
     Planning,   Corporate  Relations  and   Services,   or   his
     successor.

(t)  "Retirement"  means  termination  of  employment  with   the
     Company,  a  Participating Subsidiary or  a  member  of  the
     Affiliated Group which qualifies the Employee for Retirement
     as  that  term is defined in the Retirement Income  Plan  of
     Phillips  Petroleum Company or of the applicable  retirement
     plan  of  a  Participating Subsidiary or  a  member  of  the
     Affiliated Group.

(u)  "Stock"  means  shares of Common Stock of the  Company,  par
     value $1.25.

(v)  "Supplemental LTSSP Account" means the Plan Benefit  account
     of  a  Participant which reflects the portion of his or  her
     Benefit  which is intended to replace certain LTSSP benefits
     to which the Participant might otherwise be entitled but for
     the application of the Pay Limitations.

(w)  "Supplemental Thrift Account" means the Plan Benefit account
     of  a  Participant which reflects the portion of his or  her
     Benefit which is intended to replace certain Thrift Plan


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     benefits  to  which  the  Participant  might  otherwise   be
     entitled but for the application of the Pay Limitations.

(x)  "Thrift  Plan"  shall  mean  the  Thrift  Plan  of  Phillips
     Petroleum Company.

(y)  "Trustee"  shall  mean  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.

(z)  "Valuation Date" means, as to Supplemental Thrift  Accounts,
     the  Valuation Date defined in the Thrift Plan,  and  as  to
     Supplemental LTSSP Accounts, the Valuation Date  defined  in
     the LTSSP.

Section 2.  Purpose.

The  purpose of this Plan is to provide supplemental benefits for
those  Employees whose benefits under the Thrift Plan  and  LTSSP
are  affected  by Pay Limitations or by a voluntary reduction  in
salary  under provisions of KEDCP.  This Plan is intended  to  be
and  shall be administered as an unfunded benefit plan for Highly
Compensated Employees.

Section 3.  Eligibility.

Benefits  may  be granted only to Employees who are  also  Highly
Compensated Employees.


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Section 4.  Supplemental Thrift Benefits.

For  each month in which Company Contributions to a Participant's
account  in  the Phillips Stock Fund (Fund C) of the Thrift  Plan
are,  or  would be, limited by the Pay Limitations  and/or  by  a
voluntary salary reduction, a Benefit amount shall be credited to
his  or  her  Supplemental  Thrift Account.   The  amount  to  be
credited  shall be calculated in units as though the  Participant
had  deposited 5% of the Participant's Pay in excess of  the  Pay
Limitations  and/or voluntary salary reduction to   the  Phillips
Stock Fund (Fund B) of the Thrift Plan and shall be equal to, (i)
1.25%  of  the Participant's Pay in excess of the Pay Limitations
and/or voluntary salary reduction, divided by (ii) the applicable
unit  value  for  the Thrift Plan Phillips Stock Fund  (Fund  C).
This  amount  shall  be credited as of the  Valuation  Date  that
Company Contributions would have been made to  the Phillips Stock
Fund  (Fund  C) had the Participant made a Basic Deposit  to  the
Thrift  Plan  in  the month for which the Pay Limitations  and/or
voluntary salary reduction apply.  A Supplemental Thrift  Account
unit shall have a value equivalent to the value of a unit in  the
Phillips Stock Fund (Fund C) of the Thrift Plan.

4.1  Supplemental Thrift Account Earnings

As  of  each date that units attributable to dividends  or  other
earnings are credited to  the Phillips Stock Fund (Fund C) of the
Thrift   Plan,   additional  units  shall  be   credited   to   a
Participant's Supplemental Thrift Account.  The total  number  of
such units credited to Supplemental Thrift Plan Accounts shall be
determined   by  multiplying  the  sum  of  all  units   in   the
Supplemental  Thrift  Accounts by a fraction,  the  numerator  of
which  is the total number of units added to  the Phillips  Stock
Fund (Fund C) of the Thrift


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Plan  as  a  result  of the receipt of such  dividends  or  other
earnings, and the denominator of which is the sum of all units in
the  Phillips Stock Fund (Fund C) of the Thrift Plan  immediately
prior  to the crediting of such additional units attributable  to
such  dividends  or  other earnings.  Each Participant  shall  be
credited  with  a  pro rata share of such new  units  based  upon
relative  values of Participant Supplemental Thrift  Accounts  on
the Valuation Date such units are added to the Plan.

Section 5.  Supplemental LTSSP Benefits.

For  each  month  in  which  a Basic Allocation  or  Supplemental
Allocation to a Participant's account in  the Employer Stock Fund
(Fund  L)  of  the  LTSSP is, or would be,  limited  by  the  Pay
Limitations  and/or  by a voluntary salary reduction,  a  Benefit
amount  shall  be  credited  to his  or  her  Supplemental  LTSSP
Account.  The amount to be credited shall be calculated in  units
as  though  the Participant had deposited 1% of the Participant's
Pay  in  excess  of  the Pay Limitations and/or voluntary  salary
reduction  to  the Employee Stock Fund (Fund K) of the LTSSP  and
shall  be  equal to (i) 1% of the Participant's Pay in excess  of
the  Pay Limitations and/or voluntary salary reduction multiplied
by   the  applicable  Allocation  Ratio,  divided  by  (ii)   the
applicable unit value for the LTSSP Employer Stock Fund (Fund L).
This  amount shall be credited as of the Valuation Date that  the
Basic  Allocation  or Supplemental Allocation  to   the  Employer
Stock Fund (Fund L) would have been made had the Participant made
a  Deposit to  the Employee Stock Fund (Fund K) of the  LTSSP  in
the  month for which the Pay Limitations and/or voluntary  salary
reduction apply. A Supplemental LTSSP Account unit shall  have  a
value  equivalent to a unit in  the Employer Stock Fund (Fund  L)
of the LTSSP.


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5.1  Supplemental LTSSP Account Earnings

As  of  each date that units attributable to dividends  or  other
earnings are credited to  the Employer Stock Fund (Fund L) of the
LTSSP,  additional  units shall be credited  to  a  Participant's
Supplemental  LTSSP  Account. The  total  number  of  such  units
credited  to all Supplemental LTSSP Accounts shall be  determined
by  multiplying  the  sum of all units in the Supplemental  LTSSP
Accounts  by  a  fraction, the numerator of which  is  the  total
number of units added to  the Employer Stock Fund (Fund L) of the
LTSSP  as  a  result  of the receipt of such dividends  or  other
earnings, and the denominator of which is the sum of all units in
the  Employer Stock Fund (Fund L) of the LTSSP immediately  prior
to   crediting  of  such  dividends  or  other  earnings.    Each
Participant shall be credited with a pro rata share of  such  new
units  based  upon  relative values of  Participant  Supplemental
LTSSP Accounts on the Valuation Date such units are added to  the
Plan.

Section 6.  Payment.

If  a  Participant  terminates employment with the  Company,  any
Affiliated  Company  or  any Participating  Subsidiary   for  any
reason except death or Retirement, Benefits which the Participant
is  eligible to receive under this Plan shall be paid in one lump
sum  cash  payment as soon as practicable following  his  or  her
termination  except that if a Participant is notified  of  layoff
during or after the year in which the Participant reaches age  50
and prior to Retirement, then the Participant shall be deemed  to
have  "retired" for purposes of expressing a preference to  defer
such  lump  sum  cash payment, except that a person  who  becomes
employed  by  a member of the Affiliated Group immediately  after
terminating  employment with the Company, any Affiliated  Company
or any Participating Subsidiary


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shall  not  receive  the  benefits  under  this  plan  until  the
Participant   subsequently   terminates   employment   from   the
Affiliated  Group.  If  a Participant dies prior  to  Retirement,
Benefits which the Participant is eligible to receive under  this
Plan  shall  be  paid  in  one  lump  sum  cash  payment  to  the
Participant's Beneficiary as soon as practicable after his or her
death.   If a Participant retires, Benefits which the Participant
is  eligible to receive under this Plan shall be paid in one lump
sum  cash  payment  as  soon as practicable following  the  first
Valuation Date following the Participant's Retirement/termination
of  employment;  provided that a Participant who is  retiring  or
deemed to be retiring may, in the period beginning 365 days prior
to  and  ending  no less than 90 days prior to such Participant's
Retirement/termination of employment date, express  a  preference
to have such lump sum cash payment credited as an Award under the
Company's Key Employee Deferred Compensation Plan except that  if
a Participant is notified of layoff and if there are not at least
120  days between the date the Participant is notified of  layoff
and   the  Participant's  termination  of  employment  date,  the
Participant may express such preference to have the lump sum cash
payment  credited  as an award under the Company's  Key  Employee
Deferred  Compensation Plan within 30 days of being  notified  of
layoff.

All  lump  sum cash payments shall be made only as of a Valuation
Date  and  shall  be  net  of withholding  for  applicable  taxes
required by law.

The  Chief  Executive  Officer of the Company,  with  respect  to
Participants  who are not subject to Section 16 of  the  Exchange
Act,  and  the  Committee, with respect to Participants  who  are
subject  to  Section 16 of the Exchange Act, shall consider  such
indication  of  preference and shall respectively decide  in  the
Chief Executive


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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
Participant's  preference, the Participant's  Benefit  from  this
Plan  shall  be  credited  as an Award  under  the  Key  Employee
Deferred  Compensation  Plan as soon  as  practicable  after  the
Participant's Retirement/termination of employment date.

Section 7.  Administration.

(a)  The  Plan  shall  be administered by the Plan Administrator.
     The  Plan  Administrator may delegate to  employees  of  the
     Company  the  authority to execute and deliver  such  instru
     ments and documents, to do all such acts and things, and  to
     take  all  such other steps deemed necessary,  advisable  or
     convenient for the effective administration of the  Plan  in
     accordance with its terms and purpose, except that the  Plan
     Administrator  may not delegate any discretionary  authority
     with respect to substantive decisions or functions regarding
     the Plan or Benefits thereunder.

     (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;


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          (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 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


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          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  with  all  benefits accrued hereunder  have  been
          paid.

Section 8.  Rights of Employees and Participants.

Nothing  contained in the Plan (or in any other documents related
to this Plan or to any Benefit) shall confer upon any Employee or
Participant any right to continue in the employ or other  service
of the Company or constitute any contract or limit in any way the
right  of  the  Company to change such person's  compensation  or
other benefits or to terminate the employment of such person with
or without cause.

Section 9.     Awards in Foreign Countries.

The   Committee   shall  have  the  authority   to   adopt   such
modifications,  procedures and subplans as may  be  necessary  or
desirable to comply


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with  provisions of the laws of foreign countries  in  which  the
Company  or its Participating Subsidiaries may operate to  assure
the  viability of the Benefits of Participants employed  in  such
countries and to meet the purpose of this Plan.

Section 10.  Amendment and Termination.

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 a Participant 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.

Section 11.  Unfunded Plan.

All amounts payable under this Plan shall be paid solely from the
general  assets  of  the Company and any  rights  accruing  to  a
Participant 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 unfunded for purposes of Title I of ERISA.

Section 12.  Miscellaneous Provisions.

(a)  No  right or interest of a Participant 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), without  the
     prior consent of the Board.


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(b)  This Plan shall be effective as of January 1, 1994.

(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  main
     tained  by  the Company, nor shall this Plan  be  deemed  to
     amend  or  modify the provisions of the Thrift Plan  or  the
     LTSSP.

(d)  This 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.

(e)  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.



2DP/037
02/10/2000


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