Filed by Phillips Petroleum Company
                           Pursuant to Rule 425 under the Securities Act of 1933
                                        and deemed filed pursuant to Rule 14a-12
                                       under the Securities Exchange Act of 1934

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


On November 18, 2001, Phillips Petroleum Company made available the following
voicemail message to employees on the Phillips Petroleum Company voicemail
system.

                                     * * * *

     The enclosed materials contain 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 the enclosed materials 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 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.

     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.





To Employees Worldwide:

Just minutes ago, we issued a news release announcing the merger of Phillips and
Conoco. This merger of equals combines two strong companies and creates a new
international major that can compete with the largest companies in our industry.

The new company, which will be called ConocoPhillips, will take us to a much
higher level of growth - one that will further secure our position as a
long-term player in the oil and gas industry. To put the merger in perspective:

   o  The new company will have an equity value of about $35 billion and will
      grow our asset base from $35.4 billion to more than $75 billion.

   o  The merger will increase our daily production from approximately 820,000
      barrels of oil equivalent (BOE) to 1.7 million. At the same time, it will
      increase oil and natural gas reserves from 5 billion BOE to 8.7 billion,
      making ConocoPhillips the sixth-largest energy company in the world based
      on reserves.

   o  With ConocoPhillips, we'll boost refining capacity from 1.7 million
      barrels a day to 2.6 million barrels a day, making the new company one of
      the largest refiners in the United States and the fifth largest in the
      world. The merger will also expand our marketing operations, including
      giving us a presence in Europe and the Asia Pacific region.

   o  And finally, the merger will give us a more diversified portfolio,
      including strong legacy positions in Alaska, Canada, the Lower 48, the
      North Sea, Venezuela, China, the Timor Sea, Indonesia, Vietnam, the Middle
      East, Russia, and the Caspian area.

ConocoPhillips will be headquartered in Houston, but will maintain a significant
and continuing presence in Bartlesville. I will be president and CEO of the new
company, and Archie Dunham will be chairman.

We expect the merger to close in the latter half of 2002, following the
approvals of both companies' shareholders and necessary regulatory agencies. The
boards of directors of Phillips and Conoco have [unanimously] approved the
transaction.

A team will soon be established to ensure the smooth integration of the two
companies. Leading the effort will be John Lowe, senior vice president of
Corporate Strategy and Development, and Phil Frederickson, Conoco's senior vice
president for Corporate Strategy and Business Development.

It's very gratifying that two companies with a long and distinguished history in
the industry have this opportunity to merge. Like Phillips, Conoco was founded
in the early


                                     -more-





days of the oil industry - Phillips in 1917 and Conoco in 1875. Since then, both
companies have become known for their pioneering spirit, their technical
know-how and their commitment to being a safe and environmentally responsible
operator and a good partner and neighbor.

Conoco is a fully integrated energy company with ventures in more than 40
countries. The company is recognized worldwide for its innovative approach to
the challenges of deepwater exploration and production and for its high-grade
petroleum coke upgrading technology.

The two companies have compatible and strategic assets, which will provide a
much larger platform to continue to grow profitably, as well as the financial
strength to carry out our combined legacy projects.

We expect the merger to yield annual pre-tax synergies of $750 million resulting
from more efficient exploration, production and refining and marketing
activities, and the elimination of duplicate corporate and administrative
positions, programs and operating offices.

Most of the employees of the two companies will have a place in the new company.
For Phillips' domestic employees who do not, we have our workforce stabilization
plan that will be triggered by the merger. This plan offers enhanced benefits
for such employees.

I plan to be in Bartlesville Monday afternoon for a special employee meeting
that will be Webcast to our major facilities. You'll soon be receiving details
of this meeting. To keep you informed during this period of transition, you will
receive updates as important milestones are reached. In the interim, you can
read the news release and find additional information about this transaction on
PhilNet. If you have questions, you can click [INSERT LINK here] to ask them
through PhilNet.

Throughout this process of change, I encourage you to remain focused on your
work and, most importantly, your safety and the safety of others around you. By
joining with Conoco, I am convinced we can build a great new company - one with
the technical, operating and human talent to compete long-term against the very
largest players in this industry.

Sincerely,