425

                                  Filed by Conoco Inc.
                                  Pursuant to Rule 425 under the
                                  Securities Act of 1933

                                  Subject Company: Conoco Inc.
                                  Commission File No.: 001-14521

                                  Subject Company: Phillips Petroleum Company
                                  Commission File No. 001-00720


Set for below is the text of a joint press release issued by Conoco Inc. and
Phillips Petroleum Company on November 18, 2001.


[CONOCO LOGO]                                                  [PHILLIPS LOGO]

NEWS RELEASE

                 CONOCO AND PHILLIPS AGREE TO MERGER OF EQUALS

      $35 BILLION STRATEGIC COMBINATION CREATES THIRD-LARGEST INTEGRATED
                              U.S. ENERGY COMPANY

                   ARCHIE W. DUNHAM TO SERVE AS CHAIRMAN AND
           JAMES J. MULVA TO SERVE AS PRESIDENT AND CHIEF EXECUTIVE
                          OFFICER OF CONOCOPHILLIPS


Houston, Texas and Bartlesville, Oklahoma (Nov. 18, 2001) - Conoco Inc.
(NYSE:COC) and Phillips Petroleum Company (NYSE:P) today announced that their
boards of directors have unanimously approved a merger of equals, and that the
companies have signed a definitive merger agreement. The new company, which
will be named ConocoPhillips, will be a strong competitor with enhanced
returns and accelerated growth opportunities from an excellent financial and
operational position.

ConocoPhillips will be the third-largest integrated U.S. energy company based
on market capitalization and oil and gas reserves and production. Worldwide,
it will be the sixth-largest energy company based on hydrocarbon reserves and
the fifth-largest global refiner.

As a premier global major, ConocoPhillips will have the size, portfolio of
high-quality assets, and the capabilities and financial strength to generate
enhanced value for its shareholders. Specifically, ConocoPhillips will have:

     o    substantial growth opportunities;

     o    world-class technology, workforce and operational practices;

     o    significant opportunity to enhance its exploration portfolio;

     o    diversified earnings and cash flow;

     o    a strong balance sheet, with an expected debt-to-capitalization
          ratio of approximately 35 percent;

     o    improved capital efficiency; and

     o    an efficient cost structure.

Under the terms of the agreement, Phillips shareholders will receive one share
of new ConocoPhillips common stock for each share of Phillips they own and
Conoco shareholders will receive 0.4677 shares of new ConocoPhillips common
stock for each share of Conoco they own. Based on the closing market prices
for the shares of both companies on Friday, Nov. 16, 2001, and their debt
levels as of Sept. 30, 2001, the new company would have an enterprise value of
$53.5 billion ($34.9 billion of equity; $18.6 billion of debt and preferred
securities). At inception, Phillips shareholders will own about 56.6 percent
and Conoco shareholders will own about 43.4 percent of the new company. The
transaction is structured to be tax-free to the shareholders of each company.

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                                     - 2 -

The transaction is expected to be accretive to earnings and cash flow per
share of each company after achieving anticipated annual cost savings of
approximately $750 million. The companies expect to achieve the annual rate of
synergies within the first year after closing.

Upon completion of the merger, Archie W. Dunham, Conoco chairman and chief
executive officer, will serve as chairman of ConocoPhillips and will delay his
scheduled retirement to 2004. James J. Mulva, Phillips chairman and chief
executive officer, will be president and chief executive officer of the
combined company, and also become chairman upon Mr. Dunham's retirement. The
ConocoPhillips board of directors will consist of 16 directors, eight
designated by each of the two companies, including Mr. Dunham and Mr. Mulva.
ConocoPhillips will be headquartered in Houston, with a significant and
continuing presence in Bartlesville and Oklahoma.

Mr. Dunham of Conoco said, "This merger of equals represents an excellent
strategic fit for both Conoco and Phillips. It will position ConocoPhillips as
a stronger U.S.-based, global energy producer by significantly enhancing its
capability and growth prospects on five continents in both current and
prospective ventures, while generating major synergies. It will create
significant long-term value for the shareholders of both companies, partly
through cost savings, but also because of a significantly larger portfolio of
global assets, skills and opportunities. With a very strong balance sheet,
more capital for upstream investment, and greater operational efficiency
downstream, ConocoPhillips will be a tough new competitor to the larger global
majors."

Mr. Mulva of Phillips said, "This merger ensures that the United States will
be home to a third major international petroleum company. For Conoco and
Phillips, joining forces is the ideal way to be competitive in the reshaped
energy industry. ConocoPhillips will move forward to deliver on our legacy
growth projects, develop new opportunities in existing and emerging business
lines, and enhance returns in our downstream business with our companies'
leading technologies. With our greater financial strength and flexibility, we
will be able to fund these capital programs while also reducing our
debt-to-capitalization ratio, repurchasing shares and providing a competitive
dividend. Just as important, our compatible cultures, similar values and
determined focus will facilitate a smooth integration and enable
ConocoPhillips to get off to a fast and successful start."

Mr. Mulva added, "I want to emphasize that, reflecting our companies' deep
roots in Oklahoma, ConocoPhillips will continue to have a significant
operational presence here. ConocoPhillips intends to continue the
philanthropic and community commitments of Conoco and Phillips. In addition,
ConocoPhillips will initiate technology or other partnership commitments with
the University of Oklahoma and Oklahoma State University."

                                   - more -





                                     - 3 -

SUPERIOR GROWTH AND STRONG CORE CAPABILITIES

In the upstream segment, ConocoPhillips' global scale and presence will allow
for increased efficiency in core areas and delivery of legacy growth projects.
The combined company will have pro forma year 2000 hydrocarbon reserves of 8.7
billion barrels of oil equivalent (BOE) and daily production of 1.7 million
BOE, based on the companies' estimates for 2001 year-end production.
ConocoPhillips will have numerous legacy asset positions, including those in
Alaska, Canada, the Lower 48, the North Sea, Venezuela, China, the Timor Sea,
Indonesia, Vietnam, the Middle East, Russia and the Caspian area.

In the refining and marketing segment, ConocoPhillips will operate or have
equity interests in 19 refineries in the United States, the U.K., Ireland,
Germany, the Czech Republic and Malaysia, with a refining capacity of 2.6
million barrels a day. It will also have a strong marketing presence in the
United States.

In addition, ConocoPhillips will continue Phillips' equity participation in
the natural gas gathering and processing joint venture, Duke Energy Field
Service, and in the chemicals and plastics joint venture, Chevron Phillips
Chemicals.

SUBSTANTIAL RETURN ENHANCEMENTS AND VALUE CREATION

The companies expect the combined enterprise to achieve annual cost savings of
at least $750 million within the first full year after closing. These savings
will result from more efficient exploration, production and downstream
activities, and the elimination of duplicate corporate and administrative
positions, programs and operating offices. A transition team led by Philip L.
Frederickson, Conoco's Senior Vice President Corporate Strategy and Business
Development, and John E. Lowe, Phillips' Senior Vice President, Corporate
Strategy and Development, will begin work immediately to ensure integration
occurs quickly and smoothly.

It is anticipated that upon closing of the transaction, the ConocoPhillips
board of directors will adopt a competitive dividend policy. Currently, Conoco
pays an annual dividend of $0.76 per share and Phillips pays an annual
dividend of $1.44 per share.

The merger is conditioned upon, among other things, the approvals of the
shareholders of each company and customary regulatory approvals. The
transaction is expected to be completed in the second half of 2002.

Morgan Stanley, Credit Suisse First Boston and Salomon Smith Barney acted as
financial advisors and Cravath, Swaine & Moore acted as legal counsel to
Conoco. Goldman, Sachs & Co., J.P. Morgan Securities Inc. and Merrill Lynch &
Co. acted as financial advisors and Wachtell, Lipton, Rosen & Katz acted as
legal counsel to Phillips.

                                   - more -





                                     - 4 -

Conoco Inc. is an integrated, international energy company with operations in
more than 40 countries. Headquartered in Houston, Texas, the company had
20,000 employees and $27.7 billion in assets at Sept. 30, 2001.

Phillips Petroleum Company is an integrated petroleum company with interests
around the world. Headquartered in Bartlesville, Oklahoma, the company had
38,500 employees and $35.4 billion of assets at Sept. 30, 2001.

ADDITIONAL INFORMATION

In connection with the proposed Conoco/Phillips merger, Conoco, Phillips and
CorvettePorsche Corp. (which will be renamed ConocoPhillips in connection with
the proposed merger) will file a joint proxy statement/prospectus with the
Securities and Exchange Commission (the "SEC"). INVESTORS AND SECURITY HOLDERS
ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED
MERGER WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION. Investors and security holders may obtain a free copy of the
joint proxy statement/prospectus (when it is available) and other documents
filed by Conoco and Phillips with the SEC at the SEC's web site at
www.sec.gov. The joint proxy statement/prospectus (when it is available) and
these other documents may also be obtained for free from Conoco or Phillips by
calling Conoco at 281-293-6800, and through Conoco's web site at
www.conoco.com, or by calling Phillips at 918-661-3700, and through Phillips'
web site at www.phillips66.com.

Conoco, Phillips and their respective directors, executive officers and
certain other members of management and employees may be soliciting proxies
from their respective stockholders in favor of the proposed merger.
Information regarding the persons who may, under the rules of the SEC, be
considered to be participants in the solicitation of Conoco's stockholders in
connection with the proposed Conoco/Phillips merger is set forth in Conoco's
proxy statement for a special meeting of stockholders, dated August 8, 2001
and filed with the SEC on August 3, 2001, and information regarding the
persons who may, under the rules of the SEC, be considered to be participants
in the solicitation of Phillips' stockholders in connection with the proposed
Conoco/Phillips merger is set forth in Phillips' proxy statement for its 2001
annual meeting, dated March 29, 2001 and filed with the SEC on March 29, 2001.
Additional information will be set forth in the joint proxy
statement/prospectus when it is filed with the SEC.

CAUTIONARY STATEMENT FOR THE PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This press release contains forward-looking statements within the meaning of
the "safe harbor" provisions of the Private Securities Litigation Reform Act
of 1995. These statements are based on management's current expectations and
beliefs and are subject to a number of factors and uncertainties that could
cause actual results to differ materially from those described in the
forward-looking statements. The forward-looking statements contained in this
press release include statements about future financial and operating results
and the proposed Conoco/Phillips merger. These statements are not guarantees
of future performance, involve certain risks, uncertainties, and assumptions
that are difficult to predict, and are based upon assumptions as to future
events that may not prove accurate. Therefore, actual outcomes and results may
differ materially from what is expressed herein.

                                   - more -





                                     - 5 -

In any forward-looking statement in which Conoco or Phillips expresses an
expectation or belief as to future results, such expectation or belief is
expressed in good faith and believed to have a reasonable basis, but there can
be no assurance that the statement or expectation or belief will result or be
achieved or accomplished. The following factors, among others, could cause
actual results to differ materially from those described in the
forward-looking statements: the risk that Conoco's and Phillips' businesses
will not be integrated successfully; costs related to the proposed merger;
failure of the Conoco or Phillips stockholders to approve the proposed merger;
and other economic, business, competitive and/or regulatory factors affecting
Conoco's and Phillips' businesses generally as set forth in Conoco's and
Phillips' filings with the SEC, including their Annual Reports on Form 10-K
for the fiscal year ended 2000, especially in the Management's Discussion and
Analysis section, their most recent Quarterly Reports on Form 10-Q and their
Current Reports on Form 8-K. Conoco and Phillips are under no obligation to
(and expressly disclaim any such obligation to) update or alter their
forward-looking statements whether as a result of new information, future
events or otherwise.

NOTE TO NEWS MEDIA: Today's news release, along with other information about
Conoco and Phillips, is available on the Internet at www.conoco.com and
www.phillips66.com. Conoco and Phillips will host a media teleconference today
at 4:00 p.m. EST. To participate, please call (888) 790-3408 and ask to be
connected to the Conoco/Phillips teleconference. For those outside the U.S.,
please call (712) 271-3401. Because of the expected number of callers, please
dial in at least 15 minutes before the conference is to begin.

NOTE TO FINANCIAL ANALYSTS: There will be a meeting for financial analysts
tomorrow, Monday, November 19, 2001 at 9:30 a.m. EST. An audiocast of the
financial analyst meeting as well as the speakers' slide presentation will be
available on the Internet at www.conoco.com and www.phillips66.com. Microsoft
Media Player is required to access the audiocast and can be downloaded from
www.microsoft.com.

An audio replay of the meeting will be available beginning at 2:00 p.m. EST on
November 19, 2001 until 10:00 p.m. EST on December 3, 2001. The replay can be
accessed by telephone at (888) 433-2203 in the U.S. or at (402) 998-1306
internationally. The access code is 4548032. The meeting replay will also
archived on www.conoco.com and www.phillips66.com for the same time period.

                                     # # #

Contacts:
For Conoco                                           For Phillips
Investors:                                           Investors:
Tom Henkel                                           Clayton Reasor
(281) 293-3232                                       (212) 207-1996

Media:                                               Media:
Caroline Churchill                                   Kristi DesJarlais
(281) 293-4290                                       (918) 661-6117

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





Set forth below is the text of an e-mail communication to employees of Conoco
Inc. delivered on November 18, 2001:


Subject Line: Conoco and Phillips Agree to Merger of Equals

To:   Conoco Employees and Contractors Worldwide

From: Archie Dunham

This afternoon I have some exciting news to share with you! Just minutes ago,
we announced that Conoco and Phillips Petroleum Company will merge, forming a
new and even stronger company named ConocoPhillips. The new company will have
an enterprise value of $53.5 billion.

More details about the merger are provided in the news release below. But,
specifically, the merger will:

     o  Create the third-largest integrated U.S. energy company based on
        market capitalization and oil and natural gas reserves and production.

     o  Increase daily oil and natural gas production to 1.7 million barrels
        of oil equivalent (BOE), and expand our combined reserves to 8.7
        billion BOE, making ConocoPhillips the sixth-largest energy company
        globally in terms of reserves.

     o  Position ConocoPhillips as the fifth-largest global refiner, with a
        refining capacity of 2.6 million barrels per day; and significantly
        strengthen our marketing operations.

     o  Significantly expand our presence in North America, Northwestern
        Europe, Northern South America and Asia Pacific, and provide future
        growth opportunities in the Middle East, the Caspian Sea, West Africa
        and Russia.

The new company will be headquartered at Conoco's current location in Houston.
I will delay my normal retirement to 2004 and serve as Chairman of
ConocoPhillips. Jim Mulva, Phillips' current Chairman and CEO, will be
President and CEO of the combined company, and will also become Chairman when
I retire.

Under the terms of the agreement, Conoco shareholders will receive 0.4677
shares of new ConocoPhillips common stock for each share of Conoco stock they
own, and Phillips shareholders will receive one share of ConocoPhillips common
stock for each share of Phillips stock they own.

The boards of both companies have unanimously approved the merger and the
companies have signed a definitive merger agreement. The merger is expected to
be completed in the second half of 2002, following the approval of both
companies' shareholders and customary regulatory approvals. A Transition Team
- -- led by Phil Frederickson, Conoco's Senior Vice President for Corporate
Strategy and Business Development, and John Lowe, Phillips' Senior Vice
President for Corporate Strategy and Development -- will begin work
immediately to ensure the two companies are integrated quickly and smoothly
when the merger is completed.





For those of you who are not familiar with Phillips, I'd like to tell you a
bit about their history and current operations. Like Conoco, Phillips' roots
are strong. Both companies were founded in the early days of the oil industry
- -- Conoco in 1875 and Phillips in 1917. From these early beginnings, both
companies have grown and prospered, becoming leaders in the global energy
industry. Today, Phillips is a major international energy company that
explores for and produces crude oil, natural gas and natural gas liquids
worldwide. It recently completed one of the largest transactions in its
history with the purchase of Arco Alaska, which made Phillips the largest oil
and natural gas producer in Alaska. In downstream, Phillips is a major U.S.
refiner and marketer, having significantly expanded its U.S. presence with the
recent acquisition of Tosco Corporation. Phillips also is involved in natural
gas gathering and processing; and it produces and distributes chemicals and
plastics worldwide.

By joining forces, we are combining two impressive energy portfolios. The
merger will strengthen operations in our core areas; ensure future growth; and
achieve expected annual cost savings of approximately $750 million (U.S.)
through more efficient exploration, production and downstream activities, and
the elimination of duplicate corporate and administrative positions, programs
and operating offices.

Unfortunately, there will be work force reductions, but we anticipate
accomplishing as much of this as possible through redeployment, attrition and
reduced hiring. In fact, as a much larger, more diverse company,
ConocoPhillips will be able to provide even greater career opportunities long
term for employees around the world.

This announcement represents a major achievement for both companies, and I
know many of you will have questions. I have tried to address some of those
questions in a video message that is posted on the Pathfinder Intranet site,
which can be accessed by clicking this link: http://pathfinder.conoco.net/. A
Q&A also is posted on Pathfinder, and we'll continue to communicate regularly
in the days ahead.

Although this is a time of change for Conoco, it's also a time of great
opportunity. As Conoco and Phillips join together, we will pursue a bright new
future built on a foundation of unwavering values. Over the years I have come
to know many Phillips employees, and along with the similarities in our
histories and operations, we also share common values. Like Conoco, Phillips
is committed to safety, environmental responsibility, maintaining the highest
ethical standards and valuing all people. I'm confident that when our two
extraordinary work forces are joined, we will accomplish far more together
than either of us could have accomplished alone.

In the history of Conoco and Phillips, November 18, 2001 -- like May 11, 1998,
when we announced the IPO -- will be a day to remember - a day when we
accelerated our journey of growth. I hope you share my excitement about the
potential the merger represents, and the promise of this exceptional new
enterprise.

Warm regards,

Archie

[Press release omitted]


_____________________________________________________________________________



Set forth below is the text of an e-mail communication to employees of Conoco
Inc. delivered on November 18, 2001:

Subject Line: Conoco and Phillips Agree to Merger of Equals

To:   Conoco Leaders

From: Archie Dunham

I want you to be the first in Conoco to know that just minutes ago we
announced that Conoco and Phillips Petroleum Company will merge, creating the
third-largest U.S. energy company based on market capitalization and oil and
natural gas reserves and production, with an enterprise value of $53.5
billion.

The new company -- named ConocoPhillips -- will be headquartered in Houston at
Conoco's current location. I will serve as Chairman of ConocoPhillips, and Jim
Mulva, Phillips' current Chairman and CEO, will be President and CEO of the
combined company.

Under the terms of the agreement, Conoco shareholders will receive 0.4677
shares of new ConocoPhillips common stock for each share of Conoco stock they
own, and Phillips shareholders will receive one share of ConocoPhillips common
stock for each share of Phillips stock they own.

There are many advantages to this merger of equals, but the No. 1 reason we
are combining our companies is to significantly increase shareholder value.

The merger -- which is expected to be completed in the second half of 2002
following shareholder and customary regulatory approvals -- will bring our
combined daily production to 1.7 million barrels of oil equivalent (BOE) and
oil and natural gas reserves to 8.7 billion BOE, making ConocoPhillips the
sixth-largest global company in terms of reserves. In Downstream, the combined
entity will have 2.6 million barrels per day of refining capacity, making us
the fifth-largest global refiner. The merger also significantly strengthens
our marketing operations. Strategically, the combination is an excellent fit
for both companies, providing world-class positions in four core areas --
North America, Northwestern Europe, Northern South America and Asia Pacific --
and future growth opportunities in the Middle East, the Caspian Sea, West
Africa and Russia.

The merger is expected to achieve annual cost savings of approximately $750
million (U.S.) through more efficient exploration, production and downstream
activities, and the elimination of duplicate corporate and administrative
positions, programs and operating offices. While there will be work force
reductions, we're committed to accomplish as much of this as possible through
redeployment, attrition and reduced hiring.

A Transition Team will begin work immediately to ensure integration occurs
quickly and smoothly. The team will be led by Phil Frederickson, Conoco's
Senior Vice President for Corporate Strategy and Business Development, and
John Lowe, Phillips' Senior Vice President for Corporate Strategy and
Development.





As leaders of Conoco, I hope you share my enthusiasm about this exciting step.
It's important that you discuss the transaction with your employees, and below
you will find the news release; my e-mail to employees, which will be sent in
just a few minutes; and a Q&A that will be posted on the Pathfinder Intranet
site, which can be accessed by clicking this link:
http://pathfinder.conoco.net/. I have also addressed some of the issues
surrounding the merger in a video message to employees that will be posted
momentarily on Pathfinder.

I know there will be concerns, especially about work force reductions. But I
hope you will stress -- as I will -- that we are committed to minimizing
reductions as much as possible. In addition, some of you, especially site and
country leaders, will need to communicate with external stakeholders, such as
customers, partners, community leaders and others who have an interest in
Conoco.

Clearly, this is a major achievement and a significant growth opportunity for
Conoco. As you communicate with employees, customers, partners and others, I
hope you will convey the enormous potential this merger represents, as well as
the optimism and excitement that comes with having a truly unlimited future.

Warm regards,

Archie

[Press release omitted]

_____________________________________________________________________________





Set forth below is the transcript of a video presentation by Archie W. Dunham,
Conoco Inc. Chairman, President and CEO, made available to employees:

Good morning... afternoon... or evening.

By now, I hope you've had an opportunity to read the e-mail I sent to our
employees and contractors on Sunday.

It announced a monumental step in our history - the merger of Conoco and
Phillips Petroleum Company.

ConocoPhillips will become the third-largest U.S.-based energy company based
on market capitalization and oil and natural gas reserves and production.

The merger will provide significant near and long-term growth opportunities
for Conoco. In Upstream, we'll achieve major increases in reserves and
production, strengthening our portfolio of legacy assets. In Downstream, the
company will have a global presence in refining and marketing, with 2.6
million barrels per day of refining capacity - making us one of the largest
refiners in the United States and the fifth-largest globally.

The details of the merger can be found on the Pathfinder Intranet site, where
the news release and my e-mail to employees are posted. But the reason I
wanted to talk with you "face to face" - so to speak - is to discuss why I
believe this is a great opportunity for Conoco, and to address some questions
you may have.





First, there's the most basic question - why did Conoco and Phillips decide to
merge? The reason is simple. By combining our companies we can create
significant additional value for our shareholders and accelerate our growth.

The merger will give ConocoPhillips the scale and scope to be a powerful,
long-term competitor. But the merger isn't simply about getting bigger. It's
an opportunity to combine two outstanding portfolios that are very
complementary. ConocoPhillips will have a world-class position in four core
areas - North America, Northwestern Europe, Northern South America and Asia
Pacific. We'll also have a much broader platform for future growth
opportunities in the Middle East, the Caspian Sea, West Africa and Russia.

The complementary nature of our operations - and the efficiencies that will be
achieved by combining them -- was a strong argument for merging Conoco and
Phillips. But it wasn't the only reason.

Financially, the merger is expected to be accretive to earnings and cash flow
per share of each company, as we achieve approximately $750 million in annual
cost savings. As a combined company, we'll spend capital more efficiently by
pursuing only the very best opportunities of both companies.

The merger will also improve the quality of earnings, since we'll have a more
diversified portfolio. In addition, the merger substantially increases our
presence in more politically stable regions of the world, such as North
America and Western Europe - a benefit that has become even more important in
light of recent world events.

Finally, the merger joins two highly respected technology-leading companies -
a key advantage in a technology-driven industry.

From a business point of view, the merger of Conoco and Phillips makes a lot
of sense. But when you take a step this important, other factors are also key.

A merger is a lot like a marriage - to be successful, you must have the right
partner - one that shares your values and priorities - and we've certainly
found that in Phillips. The two companies have similar corporate cultures and
we share the same core values.

For all these reasons, I''m convinced that the merger is the best long-term
value-creation transaction for our shareholders - and the best long-term
career opportunity for our employees.

Now, let me address some concerns. As I said in my e-mail, combining Conoco
and Phillips means there will be some duplication of effort - so there will be
work force reductions. But Jim Mulva, CEO of Phillips, and I are committed to
minimizing these reductions - accomplishing as much as possible through
redeployment, attrition and reduced hiring.

I also want to stress that as a diverse, much larger global company,
ConocoPhillips will be in a position to offer even greater career development
opportunities to employees worldwide. Conoco has always been committed to
being a great place to work - and that won't change as we join with Phillips.





Now, I'd like to talk briefly about the merger process, and what we can
expect. Beginning immediately, the senior management of Conoco and Phillips
will be meeting with major investors, analysts and others in the financial
community to share information about the merger and how it will benefit both
companies' shareholders. This "road show" will continue for several days.

Over the next few months, government regulators will closely examine all
aspects of the merger. The shareholders of both companies, as well as
regulators, must approve the transaction before it's finally consummated. If
all goes well, we anticipate the merger to be completed in the second half of
2002.

To ensure that the merger process and the integration of the companies goes
smoothly, we've named two leaders of the Transition Team. They are Phil
Frederickson, Conoco's Senior Vice President for Corporate Strategy and
Business Development, and John Lowe, Phillips' Senior Vice President for
Corporate Strategy and Development. Both Phil and John were instrumental in
negotiating the merger documents - and they will play a pivotal role in making
the merger a success.

As we embark on this new journey, I know you will have questions - questions
about employee compensation and benefits - questions about organizational
structure and how the combined company will operate - questions about how the
merger will affect you, individually.

At this early stage, many of those questions can't yet be answered. But I
promise you this -- as we go through the merger process, we will communicate
openly - honestly - and often.

We'll continue to provide the latest information about the merger through
e-mail and on the Intranet. I hope you'll visit the Pathfinder site to track
our progress. The site includes a merger Q&A and "Answerline," which enables
employees to submit questions and view the responses online.

But nothing is more important than face-to-face communication - so I encourage
supervisors and employees to discuss the opportunities, as well as the
challenges, this important step represents. Our external stakeholders -
including customers, partners, community leaders and others -- also will have
questions. As you talk with them, I hope you will convey the enormous
potential the merger represents.

As everyone becomes more familiar with the benefits of the merger, I believe
we will begin to envision a brand new future - one of unlimited opportunity.

I'm excited about the enormous potential this merger of equals creates. I've
delayed my retirement until 2004 to be the Chairman of the new ConocoPhillips.
I'm convinced that we've now catapulted Conoco into the major leagues of
global energy companies.

We will no longer be "punching above our weight," as some analysts have
depicted us. In the future, we'll stand toe-to-toe with the largest energy
companies in the world, and well continue to "Think Big and Move Fast" as we
pursue the magnificent future that's ahead of us.

May God bless this endeavor.


_____________________________________________________________________________





Set forth below is the text of an e-mail communication to certain employees of
Conoco Inc. delivered on November 19, 2001:


To:   Downstream Colleagues

From: Jim Nokes

By now, I hope you have all read the news release and employee communications
that were provided yesterday, when Conoco and Phillips announced that the
companies will combine in a "merger of equals."

For both companies, this is an extraordinary step. We are combining proven and
experienced management teams, outstanding work forces, world-class assets, and
cutting-edge technical and financial expertise. We'll also maintain "strategic
flexibility," which means we'll be large enough to compete globally, yet
remain agile enough to seize opportunities quickly - the best of both worlds.

For the downstream business, I can't think of a better merger partner than
Phillips, which has always been a respected company and a premier brand. With
the recent acquisition of Tosco Corporation, Phillips significantly improved
its downstream position. Phillips now owns 10 U.S. refinery systems with a
combined capacity of 1.7 million barrels per day, and a 75,000 barrels-per-day
refinery in Ireland. The company markets its products in the U.S. using
several well-recognized brands, including Phillips 66, '76 and Circle K.

By combining our downstream assets, ConocoPhillips is creating a strong
refining and marketing competitor -- both in North America and
internationally. ConocoPhillips will be the fifth-largest global refiner.
Together, we'll operate or have equity interests in 19 refineries in the
United States, the U.K., Ireland, Germany, the Czech Republic and Malaysia,
with a refining capacity of 2.6 million barrels a day. We'll also have a
strong marketing presence in the United States.

Beyond the facts and figures, the merger will enable us to further optimize
downstream, while pursuing focused expansion in high-growth markets. In the
U.S., we'll have the size and complexity to compete even more effectively,
allowing us to fully capitalize on positive market cycles and our greater
geographic diversity. We'll also have access to cost-advantaged feedstocks,
and there is the potential for even greater synergies with the upstream
business. Internationally, ConocoPhillips will be a top-rated international
refiner, with high-conversion capacity.

I think it's clear, the merger of Conoco and Phillips will open new doors of
opportunity for the downstream business. It will build on our strengths, and
help us overcome the challenges of a highly competitive industry. As we embark
on this exciting chapter in our history, I hope everyone in downstream will be
open to new ideas, while continuing to hold fast to the values that guide our
business -- operating safely and with respect for the environment and each
other.

Jim





ADDITIONAL INFORMATION

In connection with the proposed Conoco/Phillips merger, Conoco, Phillips and
CorvettePorsche Corp. (which will be renamed ConocoPhillips in connection with
the proposed merger) will file a joint proxy statement/prospectus with the
Securities and Exchange Commission (the "SEC"). INVESTORS AND SECURITY HOLDERS
ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED
MERGER WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION. Investors and security holders may obtain a free copy of the
joint proxy statement/prospectus (when it is available) and other documents
filed by Conoco with the SEC at the SEC's web site at www.sec.gov. The joint
proxy statement/prospectus (when it is available) and these other documents
may also be obtained for free from Conoco by calling Conoco at 281-293-6800,
and through Conoco's web site at www.conoco.com.

Conoco and its executive officers and certain other members of management and
employees may be soliciting proxies from its stockholders in favor of the
proposed merger. Information regarding the persons who may, under the rules of
the SEC, be considered to be participants in the solicitation of Conoco's
stockholders in connection with the proposed Conoco/Phillips merger is set
forth in Conoco's proxy statement for a special meeting of stockholders, dated
August 8, 2001 and filed with the SEC on August 3, 2001. Additional
information will be set forth in the joint proxy statement/prospectus when it
is filed with the SEC.

CAUTIONARY STATEMENT FOR THE PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This message contains forward-looking statements within the meaning of the
"safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. These statements are based on management's current expectations and
beliefs and are subject to a number of factors and uncertainties that could
cause actual results to differ materially from those described in the
forward-looking statements. The forward-looking statements contained in this
message include statements about future financial and operating results and
the proposed Conoco/Phillips merger. These statements are not guarantees of
future performance, involve certain risks, uncertainties, and assumptions that
are difficult to predict, and are based upon assumptions as to future events
that may not prove accurate. Therefore, actual outcomes and results may differ
materially from what is expressed herein.

In any forward-looking statement in which Conoco expresses an expectation or
belief as to future results, such expectation or belief is expressed in good
faith and believed to have a reasonable basis, but there can be no assurance
that the statement or expectation or belief will result or be achieved or
accomplished. The following factors, among others, could cause actual results
to differ materially from those described in the forward-looking statements:
the risk that Conoco's and Phillips' businesses will not be integrated
successfully; costs related to the proposed merger; failure of the Conoco or
Phillips stockholders to approve the proposed merger; and other economic,
business, competitive and/or regulatory factors affecting Conoco's and
Phillips' businesses generally as set forth in Conoco's and Phillips' filings
with the SEC, including their Annual Reports on Form 10-K for the fiscal year
ended 2000, especially in the Management's Discussion and Analysis section,
their most recent Quarterly Reports on Form 10-Q and their Current Reports on
Form 8-K. Conoco is under no obligation to (and expressly disclaims any such
obligation to) update or alter its forward-looking statements whether as a
result of new information, future events or otherwise.


_____________________________________________________________________________




Set forth below is the text of an e-mail communication to certain employees of
Conoco Inc. delivered on November 19, 2001:

To:   Upstream Colleagues

From: Rob McKee

I'm sure by now you've all read or heard about Conoco's very exciting "merger
of equals" with Phillips. The respective management teams and Boards of both
companies believe this is the right thing to do at this time because it
creates significantly more value for the shareholders of each company than
could be provided on a stand-alone basis. The strengths of the two companies
will result in an outstanding business combination -- both in upstream and in
downstream.

The overall strategic fit of the two companies is excellent. The merger
strengthens all of Conoco's core areas -- North America and Northern South
America in particular, given Phillips' significant U.S. downstream presence,
its Alaskan upstream position, its Hamaca heavy oil production and upgrading
operations in Venezuela, and its Lower 48 gas production and processing
capability. And, by combining Conoco's position in Dubai, Syria and Saudi
Arabia's Core Venture 3 with Phillips' involvement in Core Venture 1 and the
other Middle Eastern and Caspian opportunities we both have, the region
becomes a strong candidate for a fifth core area.

Individually, both upstream organizations are very strong, with excellent
assets and growth opportunities. But, by combining the two asset portfolios
and the distinctive strengths of each organization, we have a unique
opportunity to take our performance to the next level and to ensure its
strength and longevity.

In the Caspian Sea, for example, Conoco has an interest in the Zafar Mashal
exploration prospect, which has the potential to hold more than a billion
barrels of oil equivalent, while Phillips has an interest in the multi-billion
barrel Kashagan oil discovery in the northern Caspian. And in the North Sea,
the combination will make us the fifth-largest producer of oil and gas. The
merger also will expand our scope in Asia Pacific by combining Phillips'
operations in China and the Timor Sea with our holdings in Vietnam, Indonesia,
Malaysia and Cambodia. And, of course, the new company will be the No. 1
producer and acreage holder in Alaska.

In 2000, the two upstream organizations generated a combined $19 billion in
revenue and $3.8 billion in earnings. Combined daily crude and natural gas
production was more than 1.3 million barrels of oil equivalent, and total
proved reserves at year-end were nearly 7.7 billion barrels. Combined reserves
are estimated at 8.7 billion barrels of oil equivalent, and daily production
will be up more than 20 percent versus last year. This will help make the
combined entity the third-largest integrated U.S. energy company.

The merger also will improve our cost structure and, consequently, our overall
financial performance. We expect to achieve synergies of approximately $750
million annually and will have a much more diverse earnings stream with
Phillips' chemicals business added to our oil and gas businesses.

Going forward, a goal of the combined entity will be to ensure that it is more
efficient than the two companies were separately. As we move to eliminate
redundancies in management, operating and administrative areas, there
necessarily will be some degree of work force reduction, but this will be
managed as much as possible through redeploying people to other roles,
accommodating employees interests, normal attrition and reduced hiring.





I know many of you have concerns about how this strategic move will affect you
personally. There are many yet unanswered questions, and it will be the second
half of 2002 before all the necessary approvals are received and the actual
merger takes place. In the meantime, I assure you that we will communicate
with you whenever decisions are made and information becomes available.

The next several months will be exciting - and very busy -- for us all. Please
join me in doing everything possible to make this merger of two great
companies a complete success.

Rob

ADDITIONAL INFORMATION

In connection with the proposed Conoco/Phillips merger, Conoco, Phillips and
CorvettePorsche Corp. (which will be renamed ConocoPhillips in connection with
the proposed merger) will file a joint proxy statement/prospectus with the
Securities and Exchange Commission (the "SEC"). INVESTORS AND SECURITY HOLDERS
ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED
MERGER WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION. Investors and security holders may obtain a free copy of the
joint proxy statement/prospectus (when it is available) and other documents
filed by Conoco with the SEC at the SEC's web site at www.sec.gov. The joint
proxy statement/prospectus (when it is available) and these other documents
may also be obtained for free from Conoco by calling Conoco at 281-293-6800,
and through Conoco's web site at www.conoco.com.

Conoco and its executive officers and certain other members of management and
employees may be soliciting proxies from its stockholders in favor of the
proposed merger. Information regarding the persons who may, under the rules of
the SEC, be considered to be participants in the solicitation of Conoco's
stockholders in connection with the proposed Conoco/Phillips merger is set
forth in Conoco's proxy statement for a special meeting of stockholders, dated
August 8, 2001 and filed with the SEC on August 3, 2001. Additional
information will be set forth in the joint proxy statement/prospectus when it
is filed with the SEC.

CAUTIONARY STATEMENT FOR THE PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This message contains forward-looking statements within the meaning of the
"safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. These statements are based on management's current expectations and
beliefs and are subject to a number of factors and uncertainties that could
cause actual results to differ materially from those described in the
forward-looking statements. The forward-looking statements contained in this
message include statements about future financial and operating results and
the proposed Conoco/Phillips merger. These statements are not guarantees of
future performance, involve certain risks, uncertainties, and assumptions that
are difficult to predict, and are based upon assumptions as to future events
that may not prove accurate. Therefore, actual outcomes and results may differ
materially from what is expressed herein.

In any forward-looking statement in which Conoco expresses an expectation or
belief as to future results, such expectation or belief is expressed in good
faith and believed to have a reasonable basis, but there can be no assurance
that the statement or expectation or belief will result or be achieved or
accomplished. The following factors, among others, could cause actual results
to differ materially from those described in the forward-looking statements:
the risk that Conoco's and Phillips' businesses will not be integrated
successfully; costs related to the proposed merger; failure of the Conoco or
Phillips stockholders to approve the proposed merger; and other economic,
business, competitive and/or regulatory factors affecting Conoco's and
Phillips'





businesses generally as set forth in Conoco's and Phillips' filings with the
SEC, including their Annual Reports on Form 10-K for the fiscal year ended
2000, especially in the Management's Discussion and Analysis section, their
most recent Quarterly Reports on Form 10-Q and their Current Reports on Form
8-K. Conoco is under no obligation to (and expressly disclaims any such
obligation to) update or alter its forward-looking statements whether as a
result of new information, future events or otherwise.

EX-99.1

Set forth below is a slide presentation regarding the proposed Conoco/Phillips merger.