8-A12B/A

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                   FORM 8-A/A
                                 AMENDMENT NO. 1
                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(B) OR (G) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                           PHILLIPS PETROLEUM COMPANY
             (Exact Name of Registrant as Specified in its Charter)


                 DELAWARE                               73-0400345
  (State of Incorporation or Organization)             (IRS Employer
                                                   Identification Number)
             PHILLIPS BUILDING
          BARTLESVILLE, OKLAHOMA                           74004
  (Address of Principal Executive Offices)               (Zip Code)

      SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

                                             NAME OF EACH EXCHANGE ON WHICH
TITLE OF EACH CLASS TO BE SO REGISTERED      EACH CLASS IS TO BE REGISTERED
- ----------------------------------------  --------------------------------------
    PREFERRED SHARE PURCHASE RIGHTS              NEW YORK STOCK EXCHANGE
                                                    PACIFIC EXCHANGE

   If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box:  |X|

   If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box:  |_|

 SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS FORM RELATES:
                                       N/A
                                      -----

        SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                                      NONE
                                (Title of Class)



   Phillips Petroleum Company, a Delaware corporation (the "Company"), amends
and restates in their entirety Items 1 and 2 of its registration statements on
Form 8-A (File No. 001-00720), filed with the Securities and Exchange Commission
on July 12, 1999 and December 16, 1999. The Company and Mellon Investor Services
LLC (as successor to ChaseMellon Shareholder Services, L.L.C.), as rights agent
(the "Rights Agent"), have entered into Amendment No. 1, dated as of November
18, 2001, to the Rights Agreement, dated as of August 1 1999, between the
Company and the Rights Agent (the "Rights Agreement"), in connection with the
execution of the Agreement and Plan of Merger, dated as of November 18, 2001, by
and among the Company, CorvettePorsche Corp., Porsche Merger Corp., Corvette
Merger Corp. and Conoco Inc.

ITEM 1.  DESCRIPTION OF SECURITIES TO BE REGISTERED.

   On July 2, 1999, the Board of Directors of Phillips Petroleum Company, a
Delaware corporation (the "Company"), adopted a new preferred share purchase
rights plan (the "Rights Plan") to replace, effective as of August 1, 1999, the
Company's existing preferred share purchase rights plan, which expires at the
close of business on July 31, 1999.

   In connection with the Rights Plan, the Board of Directors of the Company
declared a dividend of one preferred share purchase right (a "Right") for each
outstanding share of common stock, par value $1.25 per share, of the Company
(the "Common Shares"). The Rights dividend is payable on August 1, 1999 (the
"Record Date") to the stockholders of record on that date. The description and
terms of the Rights are set forth in an Agreement (the "Rights Agreement")
between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights
Agent (the "Rights Agent").

   On November 18, 2001, the Company entered into an Agreement and Plan of
Merger, dated as of November 18, 2001 (the "Merger Agreement"), by and among
the Company, CorvettePorsche Corp., Porsche Merger Corp., Corvette Merger
Corp. and Conoco Inc. ("Conoco") pursuant to which the Company and Conoco
agreed to enter into a business combination.  In connection with the Merger
Agreement, the Company agreed to amend the Rights Agreement.

Purchase Price
- --------------

   Each Right entitles the registered holder to purchase from the Company one
one-hundredth of a share of Series B Junior Participating Preferred Stock of the
Company, par value $1 per share (the "Preferred Shares"), at a price of $180 per
one one-hundredth of a Preferred Share (the "Purchase Price"), subject to
adjustment.

Flip-In
- -------

   In the event that any person or group of affiliated or associated persons
acquires beneficial ownership of 15% or more of the outstanding Common Shares
(an "Acquiring Person"), each holder of a Right, other than Rights beneficially
owned by the Acquiring Person (which will thereafter be void), will thereafter
have the right to receive upon exercise that number of Common Shares having a
market value of two times the exercise price of the Right.


                                      -2-



Flip-Over
- ---------

   If the Company is acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning power are sold
after a person or group has become an Acquiring Person, each holder of a Right
(other than Rights beneficially owned by the Acquiring Person, which will be
void) will thereafter have the right to receive that number of shares of common
stock of the acquiring company which at the time of such transaction will have a
market value of two times the exercise price of the Right.

   None of Conoco, New Parent, Porsche Merger Corp. or Corvette Merger Corp.
shall be deemed to be an Acquiring Person by virtue of: (i) the execution and
delivery of the Merger Agreement, (ii) the conversion of Common Shares into the
right to receive the Phillips Merger Consideration (as defined in the Merger
Agreement) in accordance with Section 3.1 of the Merger Agreement, or (iii) the
consummation of the Phillips Merger or the Conoco Merger (as defined in the
Merger Agreement) (each of the events described in clauses (i) to (iii), an
"Exempt Event").

Distribution Date
- -----------------

   The distribution date (the "Distribution Date") is the earlier of

       (i)     10 days following a public announcement that a person or group of
               affiliated or associated persons have acquired beneficial
               ownership of 15% or more of the outstanding Common Shares; or

       (ii)    10 business days (or such later date as may be determined by
               action of the Board of Directors of the Company prior to such
               time as any person or group of affiliated persons becomes an
               Acquiring Person) following the commencement of, or announcement
               of an intention to make, a tender offer or exchange offer the
               consummation of which would result in the beneficial ownership by
               a person or group of 15% or more of the outstanding Common
               Shares.

However, a Distribution Date will not be deemed to have occurred as a result of
the occurrence of any Exempt Event.

Transfer And Detachment
- -----------------------

   Until the Distribution Date, the Rights will be evidenced, with respect to
any of the Common Share certificates outstanding as of the Record Date, by such
Common Share certificate with a copy of the Summary of Rights attached thereto.
Until the Distribution Date (or earlier redemption or expiration of the Rights),
the Rights will be transferred with and only with the Common Shares, and
transfer of those certificates will also constitute transfer of these Rights.

   As soon as practicable following the Distribution Date, separate certificates
evidencing the Rights ("Right Certificates") will be mailed to holders of record
of the Common Shares as of the close of business on the Distribution Date and
such separate Right Certificates alone will thereafter evidence the Rights.


                                      -3-



Exercisability
- --------------

   The Rights are not exercisable until the Distribution Date. The Rights will
expire at the earliest of (i) the time immediately prior to the consummation of
the Phillips Merger and the Conoco Merger, (ii) July 31, 2009 (the "Final
Expiration Date"), unless the Final Expiration Date is extended, (iii) the time
at which the Rights are redeemed by the Company, as described below or (iv) the
time at which the Rights are exchanged by the Company, as described below.

Adjustments
- -----------

   The Purchase Price payable, and the number of Preferred Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution in the event of stock
dividends, stock splits, reclassifications, or certain distributions with
respect to the Preferred Shares. The number of outstanding Rights and the number
of one one-hundredths of a Preferred Share issuable upon exercise of each Right
are also subject to adjustment if, prior to the Distribution Date, there is a
stock split of the Common Shares or a stock dividend on the Common Shares
payable in Common Shares or subdivisions, consolidations or combinations of the
Common Shares. With certain exceptions, no adjustment in the Purchase Price will
be required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of one one-hundredth of a Preferred
Share, which may, at the election of the Company, be evidenced by depositary
receipts) and, in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading day prior to the date
of exercise.

Preferred Shares
- ----------------

   Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment of $1 per share but will be entitled to an aggregate
dividend of 100 times the dividend declared per Common Share. In the event of
liquidation, the holders of the Preferred Shares will be entitled to a minimum
preferential liquidation payment of $100 per share but will be entitled to an
aggregate payment of 100 times the payment made per Common Share. Each Preferred
Share will have 100 votes, voting together with the Common Shares. Finally, in
the event of any merger, consolidation or other transaction in which Common
Shares are exchanged, each Preferred Share will be entitled to receive 100 times
the amount received per Common Share. These rights are protected by customary
antidilution provisions.

   The value of the one one-hundredth interest in a Preferred Share purchasable
upon exercise of each Right should, because of the nature of the Preferred
Shares' dividend, liquidation and voting rights, approximate the value of one
Common Share.

Exchange
- --------

   At any time after any person or group becomes an Acquiring Person, and prior
to the acquisition by such person or group of 50% or more of the outstanding
Common Shares, the Board of Directors of the Company may exchange the Rights
(other than Rights owned by the Acquiring Person, which will have become void),
in whole or in part, at an exchange ratio of one


                                      -4-



Common Share, or one one-hundredth of a Preferred Share (subject to adjustment).

Redemption
- ----------

   At any time prior to any person or group becoming an Acquiring Person, the
Board of Directors of the Company may redeem the Rights in whole, but not in
part, at a price of $.01 per Right (the "Redemption Price"). The redemption of
the Rights may be made effective at such time on such basis with such conditions
as the Board of Directors in its sole discretion may establish. Immediately upon
any redemption of the Rights, the right to exercise the Rights will terminate
and the only right of the holders of Rights will be to receive the Redemption
Price.

Amendments
- ----------

   The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, including an amendment
to lower certain thresholds described above to not less than the greater of (i)
the sum of .001% and the largest percentage of the outstanding Common Shares
then known to the Company to be beneficially owned by any person or group of
affiliated or associated persons and (ii) 10%, except that from and after such
time as any person or group of affiliated or associated persons becomes an
Acquiring Person no such amendment may adversely affect the interests of the
holders of the Rights.

Rights And Holders
- ------------------

   Until a Right is exercised, the holder thereof, as such, will have no rights
as a stockholder of the Company, including, without limitation, the right to
vote or to receive dividends.

Anti-Takeover Effects
- ---------------------

   The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Company's Board of Directors, except pursuant to
any offer conditioned on a substantial number of Rights being acquired. The
Rights should not interfere with any merger or other business combination
approved by the Board of Directors since the Rights may be redeemed by the
Company at the Redemption Price prior to the time that a person or group has
acquired beneficial ownership of 15% or more of the Common Shares.

Further Information
- -------------------
   A copy of the Certificate of Designations of Series B Junior Participating
Preferred Stock of the Company, filed on July 12, 1999; the Rights Agreement,
dated as of August 1, 1999, between the Company and the Rights Agent, specifying
the terms of the Rights, Amendment No. 1 to the Rights Agreement, dated as of
November 18, 2001, amending the terms of the Rights and the press release
announcing the declaration of the Rights are attached hereto as Exhibits 3.1,
4.1, 4.2 and 99.1, respectively, and are incorporated herein by reference. The
foregoing description of the Rights is qualified in its entirety by reference to
such exhibits.


                                      -5-



ITEM 2.  EXHIBITS.

3.1     Certificate of Designations of Series B Junior Participating Preferred
        Stock of the Company, filed on July 12, 1999. (Incorporated by reference
        to exhibit 3.1 to the Company's Registration Statement on Form 8-A filed
        on July 12, 1999).
4.1     Rights Agreement, dated as of August 1, 1999, between the Company and
        ChaseMellon Shareholder Services, L.L.C. which includes the form of
        Certificate of Designations of Series B Junior Preferred Stock of the
        Company as Exhibit A, the form of Right Certificate as Exhibit B and the
        Summary of Rights to Purchase Preferred Shares as Exhibit C).
        (Incorporated by reference to exhibit 4.1 to the Company's Registration
        Statement on Form 8-A filed on July 12, 1999).
4.2     Amendment No. 1 to the Rights Agreement, dated as of November 18,
        2001, between the Company and Mellon Investor Services LLC (as
        successor to ChaseMellon Shareholder Services, L.L.C.).*
99.1    Press release, dated July 2, 1999, issued by the Company. (Incorporated
        by reference to exhibit 99.1 to the Company's Registration Statement on
        Form 8-A filed on July 12, 1999).

*Filed herewith.


                                      -6-



                                    SIGNATURE

   Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.

Dated: November 19, 2001
                                         PHILLIPS PETROLEUM COMPANY



                                         By:   /s/ J. Bryan Whitworth
                                            -------------------------
                                             J. Bryan Whitworth
                                             Executive Vice President and
                                             General Counsel




















                                      -7-



                                EXHIBIT INDEX.

3.1     Certificate of Designations of Series B Junior Participating Preferred
        Stock of the Company, filed on July 12, 1999. (Incorporated by reference
        to exhibit 3.1 to the Company's Registration Statement on Form 8-A filed
        on July 12, 1999).
4.1     Rights Agreement, dated as of August 1, 1999, between the Company and
        ChaseMellon Shareholder Services, L.L.C. which includes the form of
        Certificate of Designations of Series B Junior Preferred Stock of the
        Company as Exhibit A, the form of Right Certificate as Exhibit B and the
        Summary of Rights to Purchase Preferred Shares as Exhibit C).
        (Incorporated by reference to exhibit 4.1 to the Company's Registration
        Statement on Form 8-A filed on July 12, 1999).
4.2     Amendment No. 1 to the Rights Agreement, dated as of November 18,
        2001, between the Company and Mellon Investor Services LLC (as
        successor to ChaseMellon Shareholder Services, L.L.C.).*
99.1    Press release, dated July 2, 1999, issued by the Company. (Incorporated
        by reference to exhibit 99.1 to the Company's Registration Statement on
        Form 8-A filed on July 12, 1999).

*Filed herewith.

















                                      -8-

EX-4.2

                                                             Exhibit 4.2





                           AMENDMENT NO. 1 TO RIGHTS AGREEMENT


      AMENDMENT No. 1, dated as of November 18, 2001, to the Rights Agreement
(the "Rights Agreement"), dated as of August 1, 1999, between Phillips Petroleum
Company, a Delaware corporation (the "Company") and Mellon Investor Services LLC
(as successor to ChaseMellon Shareholder Services, L.L.C.), as Rights Agent (the
"Rights Agent").


      WHEREAS, the Company and the Rights Agent have heretofore executed and
entered into the Rights Agreement; and

      WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company may
from time to time supplement or amend the Rights Agreement in accordance with
the provisions of Section 27 thereof; and

      WHEREAS, the Company intends to enter into an Agreement and Plan of Merger
(as it may be amended or supplemented from time to time, the "Merger
Agreement"), dated as of November 18, 2001, by and among the Company,
CorvettePorsche Corp., a Delaware corporation ("New Parent"), Porsche Merger
Corp., a Delaware corporation and direct wholly owned subsidiary of New Parent
("Merger Sub One"), Corvette Merger Corp., a Delaware corporation and direct
wholly owned subsidiary of New Parent ("Merger Sub Two"), and Conoco Inc., a
Delaware corporation ("Conoco") (all capitalized terms used in this Amendment
and not otherwise defined herein shall have the meaning ascribed thereto in the
Merger Agreement); and

      WHEREAS, the Board of Directors has (i) determined that the Merger
Agreement and the transactions contemplated thereby are advisable, fair to and
in the best interests of the Company and its stockholders, (ii) approved the
Agreement and (iii) recommended that this Agreement be adopted by the holders of
Phillips Common Stock; and

      WHEREAS, the Board of Directors has found that it is in the best interests
of the Company and its stockholders, and has deemed it necessary and desirable,
to amend the Rights Agreement to exempt the Merger Agreement and the
transactions contemplated thereby from the application of the Rights Agreement.

      NOW, THEREFORE, the Company hereby amends the Rights Agreement as follows:

      1.  Section 1(a) of the Rights Agreement is hereby modified, amended and
restated in its entirety as follows:

                  "Acquiring Person" shall mean any Person who or which,
      together with all Affiliates and Associates of such Person, shall be the
      Beneficial Owner of 15% or more of the Common Shares of the Company then
      outstanding, but shall not include the Company, any Subsidiary of the
      Company, any employee benefit plan of the Company or any Subsidiary of the
      Company, or any entity holding



      Common Shares for or pursuant to the terms of any such plan.
      Notwithstanding the foregoing, no Person shall become an "Acquiring
      Person" as the result of an acquisition of Common Shares by the Company
      which, by reducing the number of Common Shares of the Company outstanding,
      increases the proportionate number of Common Shares of the Company
      beneficially owned by such Person to 15% or more of the Common Shares of
      the Company then outstanding; provided, however, that, if a Person shall
      become the Beneficial Owner of 15% or more of the Common Shares of the
      Company then outstanding by reason of share purchases by the Company and
      shall, after such share purchases by the Company, become the Beneficial
      Owner of any additional Common Shares of the Company, then such Person
      shall be deemed to be an "Acquiring Person." Notwithstanding the
      foregoing, (i) if the Board of Directors of the Company determines in good
      faith that a Person who would otherwise be an "Acquiring Person," as
      defined pursuant to the foregoing provisions of this paragraph (a), has
      become such inadvertently, and such Person divests as promptly as
      practicable a sufficient number of Common Shares so that such Person would
      no longer be an "Acquiring Person," as defined pursuant to the foregoing
      provisions of this paragraph (a), then such Person shall not be deemed to
      be an "Acquiring Person" for any purposes of this Agreement and (ii)
      neither Conoco Inc., a Delaware corporation ("Conoco"), CorvettePorsche
      Corp., a Delaware corporation ("New Parent"), Porsche Merger Corp., a
      Delaware corporation and direct wholly owned subsidiary of New Parent
      ("Merger Sub One") or Corvette Merger Corp., a Delaware corporation and
      direct wholly owned subsidiary of New Parent ("Merger Sub Two"), shall be
      deemed to be an Acquiring Person by virtue of: (A) the execution and
      delivery of the Agreement and Plan of Merger (as it may be amended or
      supplemented from time to time, the "Merger Agreement") entered into as of
      November 18, 2001, by and among the Company, New Parent, Merger Sub One,
      Merger Sub Two and Conoco, (B) the conversion of Common Shares into the
      right to receive the Phillips Merger Consideration (as defined in the
      Merger Agreement) in accordance with Section 3.1 of the Merger Agreement,
      or (C) the consummation of the Phillips Merger or the Conoco Merger (as
      defined in the Merger Agreement) (each of the events set forth in
      foregoing clauses (A) to (C), an "Exempt Event").


      2.  Section 1(u) of the Rights Agreement is hereby modified and amended by
adding the following sentence at the end thereof:

      "No Exempt Event shall cause a Shares Acquisition Date."

      3.  Section 3(a) of the Rights Agreement is hereby modified and amended by
adding the following sentence at the end thereof:

      "Notwithstanding the foregoing, no Exempt Event shall cause a Distribution
      Date."

      4.  Section 7(a) of the Rights Agreement is hereby modified, amended and
restated in its entirety as follows:


                                       -2-



            The registered holder of any Right Certificate may exercise the
            Rights evidenced thereby (except as otherwise provided herein), in
            whole or in part, at any time after the Distribution Date, upon
            surrender of the Right Certificate, with the form of election to
            purchase on the reverse side thereof duly and properly executed, to
            the Rights Agent at the office of the Rights Agent, together with
            payment of the Purchase Price for each one one-hundredth of a
            Preferred Share as to which the Rights are exercised, at or prior to
            the earliest of (i) the time immediately prior to the consummation
            of the Phillips Merger and the Conoco Merger, (ii) the Close of
            Business on July 31, 2009 (the "Final Expiration Date"), (iii) the
            time at which the Rights are redeemed as provided in Section 23
            hereof (the "Redemption Date"), or (iv) the time at which such
            Rights are exchanged as provided in Section 24 hereof.


      5.  Section 29 of the Rights Agreement is hereby modified and amended to
add the following sentence at the end thereof:

      "Notwithstanding the foregoing, nothing in this Agreement shall be
      construed to give any holder of Rights or any other Person any legal or
      equitable rights, remedy or claim under this Agreement in connection with
      any transactions contemplated by the Merger Agreement."

      6. This Amendment may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute one and the same instrument.

                                      * * *

                            [SIGNATURE PAGE FOLLOWS]










                                       -3-



IN WITNESS WHEREOF, this Amendment has been duly executed by the Company and the
Rights Agent as of the day and year first written above.


Attest:                                   PHILLIPS PETROLEUM COMPANY




By   /s/ Robert B. Koch                    By   /s/ J. Bryan Whitworth
   --------------------------                 -------------------------------
   Name:  Robert B. Koch                   Name:  J. Bryan Whitworth
   Title: Senior Counsel                   Title: Executive Vice President





                                          MELLON INVESTOR SERVICES LLC
Attest:                                   (As Rights Agent)




By   /s/ Marie Sandauer                     By    /s/ Gary D' Allesandro
   ---------------------------                --------------------------------
   Name:  Marie Sandauer                    Name:  Gary D' Alessandro
   Title: Vice President                    Title: Vice President















                                       -4-