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 or about November 18, 2001, Phillips Petroleum Company made the following
information available on the Phillips Petroleum Company website at
www.phillips66.com.

                                    * * * *

     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.





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                                          The
 [Phillips & Conoco to Merge]       Performance
                                           Company





Conoco and Phillips                     [Phillips Newsroom logo]
Agree to Merger of Equals

Conoco Inc. and Phillips Petroleum Company 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. For more information, click on the links below

[Picture of Archie W. Dunham, Conoco, and Jim Mulva, Phillips.]

o     News release                          Combined Company
o     Transaction summary                   Quick Facts
o     Full Analyst Presentation
o     Analyst Webcsat-replay (11/19/2001)   Equity value: $35 billion
                                            Annual synergies: $750 million*
o     Phillips fact sheet                   Debt-to-capital: 35%
o     Conoco fact sheet
                                            Headquarters: Houston
o     Jim Mulva biography and photo         Chairman: Archie Dunham
o     Archie W. Dunham biography and        President and CEO: Jim Mulva
      photo
                                            Rank among energy companies:
o     Phillips logos                            U.S. -- 3rd
o     Phillips B-roll footage                   Worldwide -- 6th**
o     Phillips photo library
                                            Expected close: 2nd half 2002

                                            * pre-tax; ** based on reserves

Still have questions? Send us an e-mail.

Page Last Updated: 11/19/2001
Owner: Media Relations See Disclaimer
Copyright 2001 Phillips Petroleum Company. All rights reserved.






[PHILLIPS 66 Logo]

                       A BRIEF LOOK AT THE NEW PHILLIPS
                                                            September 26, 2001


            Phillips Petroleum Company was founded in Bartlesville, Okla., in
1917.

- -------------------------------------------------------------
                        Quick Facts
                    Pro Forma 12/31/2001

Assets:                         $36.3 billion

Reserves (barrels):             > 5 billion

Revenues (annualized):          $40 billion

Employees:                      38,800

Production (barrels
of oil equivalent
daily):                         820,000 (2001 estimate)

Refining capacity
(millions of barrels daily):    1.7

Number of countries where
Phillips' products and
processes are licensed and      39
used:
- -------------------------------------------------------------

Phillips is engaged in these businesses:

o     Oil and gas exploration and production worldwide.

o     Petroleum refining, marketing and transportation, primarily in the
      United States.

o     Chemicals and plastics manufacturing and sales around the globe through
      its equity interest in Chevron Phillips Chemical Company.

o     Natural gas gathering, processing and marketing in the United States
      through its equity interest in Duke Energy Field Services.





EXPLORATION AND PRODUCTION

            E&P contributes to Phillips' integrated strengths by exploring
for and producing oil, natural gas and natural gas liquids (NGL) on a
worldwide scale.

            As the company's largest segment, E&P had assets of nearly
$14.1 billion at June 30, 2001.  The company conducts exploration in
18 countries, producing hydrocarbons in nine:  the United States; the
Norwegian, Danish and U.K. sectors of the North Sea; Nigeria; offshore
Western Australia; Canada; China; and in the Zone of Cooperation in the Timor
Sea (between East Timor and Australia).  Average worldwide crude oil
production for the first half of 2001 was 576,000 barrels per day (B/D), and
worldwide gas production was approximately 1.4 billion cubic feet per day.

            Alaska is the company's largest production area, with average net
production expected to be in the range of 375,000 to 400,000 BOE per day for
the next several years.  The company's second-largest production area is the
Ekofisk complex in the Norwegian sector of the North Sea.  Net production
from Norway for the first half of 2001 was 122,000 B/D of oil and 140 million
cubic feet per day of natural gas.

            In 2001, E&P is focusing on projects in Alaska and the Lower 48
as well as the development of other legacy assets -- very large oil and gas
developments that can provide strong returns over long periods of time --
including gas and gas liquids development in the Timor Sea, the Hamaca heavy
oil project in Venezuela, the PL 19-3 field in China's Bohai Bay, and
participation in Core Venture 1 of the Kingdom of Saudi Arabia's natural gas
initiative.  Exploratory wells are planned in the United Kingdom, the United
States, Norway, Denmark, the Faroes Islands, China, Kazakhstan and Nigeria.


REFINING, MARKETING AND TRANSPORTATION

            Phillips' RM&T business buys, sells and trades crude oil and
natural gas liquids for processing at company refineries and fractionators,
primarily in the United States.

            After acquiring Tosco Corp., America's largest independent
refiner and marketer, in September 2001, Phillips has become one of the top
refiners in the United States with almost 1.7 million barrels per day of
refining capacity -- about 10 percent of total U.S. capacity.  Phillips'
10 U.S. refineries are located in eight states:  California, Louisiana,
Illinois, New Jersey, Pennsylvania, Texas, Utah and Washington.  The company
also owns the 75,000 B/D Whitegate refinery in Ireland.

            Phillips is the nation's third largest marketer.  Fuel and
distillates are marketed to the public through approximately 12,700 outlets
in 46 states.  Of these, about 6,000 are branded Phillips 66 retail outlets,
while the remaining outlets carry the 76, Circle K, Exxon and Mobil brands.
In addition, because of an acquisition of some of Coastal Corp.'s assets in
2000, Phillips has the use of the Coastal brand in 14 states.

            The bulk of the company's petroleum products are moved through
pipelines.  Transportation owns or has an interest in more than 45 terminals
and 7,900 miles of pipeline, moving almost 675,000 B/D of crude oil and
petroleum products.

            The company's Borger, Texas, refinery is in the process of
expanding its capacity by 20,000 B/D.  A new 6,000 B/D facility recently
completed at the Borger complex demonstrates how the company's S Zorb (R)
sulfur-removal technology significantly lowers sulfur content in gasoline.





CHEMICALS

            Phillips conducts its worldwide chemicals business through
Chevron Phillips Chemical Company (CPChem).  Headquartered in Houston, CPChem
is a 50/50 joint venture.  CPChem uses fractionated natural gas liquids as
feedstocks for petrochemicals and other petroleum products of higher value.
The petrochemicals are used to produce plastics, specialty chemicals and
synthetic fibers.  CPChem is one of the world's top producers of olefins and
polyolefins.  The company also is a leading supplier of aromatics, alpha
olefins, styrenics and plastic pipe.

            CPChem has 34 production facilities and eight research and
technology centers in eight research and technology centers in eight
countries.  Several major facilities are located on the U.S. Gulf Coast in
addition to facilities at Marietta, Ohio, and international facilities in
Belgium, China, Mexico, Saudi Arabia, Singapore and South Korea.  A major
facility is under construction in Qatar.

GAS GATHERING, PROCESSING AND MARKETING

            Phillips holds a 30.3 percent interest in Duke Energy Field
Services (DEFS), the nation's largest midstream natural gas liquids business
and the premier gatherer and processor of natural gas in the United States.
DEFS owns and operates 75 plants and 57,000 miles of pipelines, processes
approximately 7.3 billion cubic feet per day of raw gas, and produces about
384,000 B/D of natural gas liquids.


TECHNOLOGY AND PROJECT DEVELOPMENT

            Phillips research and engineering organizations are integrated
to link technological support across the full cycle of operations and to
develop projects into commercial ventures.

            Phillips licenses its proprietary MaxCat (TM) coke reduction
technology to other companies.  This additive technology allows refiners to
reduce coke buildup on catalysts, thus increasing octane barrels, run
lengths, and/or unit throughput.

            Phillips breakthrough S Zorb (R) technology reduces the sulfur
content of gasoline and diesel below stringent new standards set by the U.S.
Environmental Protection Agency.  Several major refiners have licensed this
technology for gasoline or are in the process of licensing it.

            Phillips received 41 U.S. and 86 foreign patents in 2000.  At
year-end 2000, the company held 500 active U.S. and 1,149 active foreign
patents in 57 countries.





- --------------------------------------------------------------------------------
FIRST 6 MONTHS 2001 OPERATING HIGHLIGHTS
                                         (Thousand Barrels Daily)

Crude oil production....................   576
Natural gas liquids production..........    36
Natural gas production (MMCFD).......... 1,327
Crude oil refined.......................   355
Petroleum products sales................   636
                                         (Million Pounds)
Ethylene production (1) (2)............. 1,656
Polyethylene production (1) (2).........   977
Styrene (2).............................   193
Normal Alpha Olefins (2)................   255
(1) Includes Phillips' share of equity
affiliates' production.
(2) Represents Phillips' 50 percent
share of CPChem.


- --------------------------------------------------------------------------------
Phillips common stock is traded on the New York Stock Exchange.
Phillips' symbol is P.





          Principal Officers
J. J. Mulva               Chairman of the Board of Directors and Chief
                          Executive Officer
Thomas D. O'Malley        Vice Chairman of the Board of Directors
Kevin O. Meyers           Executive Vice President, Alaska Production and
                          Operations
M. J. Panatier            Executive Vice President, Refining, Marketing and
                          Transportation
B. Z. Parker              Executive Vice President, Worldwide Production and
                          Operations
J. Bryan Whitworth        Executive Vice President, General Counsel and Chief
                          Administrative Officer
W. B. Berry               Senior Vice President, Exploration and Production
                          Eurasia-Middle East
John A. Carrig            Senior Vice President and Chief Financial Officer
Dodd DeCamp               Senior Vice President, Worldwide Exploration
John E. Lowe              Senior Vice President, Corporate Strategy and
                          Development
J. C. Mihm                Senior Vice President, Technology and Project
                          Development
Tom Nimbley               Senior Vice President
Steve Barham              Vice President
E. L. Batchelder          Vice President and Chief Information Officer
Rand C. Berney            Vice President and Controller
J. L. Bowles              Vice President, Exploration and Production Americas
Don R. Duncan             Vice President, Government Relations
Mark Harper               Vice President
Joseph C. High            Vice President, Human Resources and Services
Dave Holthe               Vice President
Andrew Kelleher           Vice President
Rich Reinken              Vice President
R. A. Ridge               Vice President, Health, Environment and Safety
J. W. Sheets              Vice President and Treasurer
L. A. Sugg                Vice President, Worldwide Gas
Dale J. Billam      Secretary            B. J. Clayton       General Tax Officer
E. W. Heaton        General Auditor      W. D. Stanley       General Tax Counsel
C. D. Johnson       Assistant            R. B. Gisi          Assistant Treasurer
                    Controller
Frances M. Vallejo  Assistant Treasurer  A. S. Becker        Assistant Secretary
Joe Cochran         Assistant Secretary  N. A. Loftis        Assistant Secretary
- --------------------------------------------------------------------------------

FOR COPIES OF THE ANNUAL REPORT, PHONE (918) 661-3700 OR WRITE:

            Phillips Petroleum Company
            Mailing Services -- Special Projects
            B-41 Adams Building
            Bartlesville, OK  74004





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

FIRST 6 MONTHS 2001 FINANCIAL HIGHLIGHTS
Total revenues ($b).....................     $9.90
Net income ($b).........................      $1.1
  % total revenues......................       11%
Net operating income ($b)...............      $1.1
  % average annualized total assets.....     10.7%
  % average annualized common
  stockholders' equity (ROE)............     33.6%
Capital spending ($b) (1)...............      $1.4
Assets ($b).............................     $20.8
Total debt ($b).........................      $6.9
Stockholders' equity ($b)...............      $6.1
Common stockholders' equity per share
  (book value)..........................    $27.63
Closing stock price at 6/29/01..........    $57.00
Cash dividends per share,
  common................................     $0.70
Average common shares outstanding
  (thousands - basic)...................   255,683
(1) Excludes Alaska acquisition.

HEADQUARTERS:

   Phillips Petroleum Company
   Fifth & Keeler Streets
   Bartlesville, Okla.  74004
Phone:          (918) 661-6600
Information:    (918) 661-4400
Auditor Firm:   Ernst & Young LLP
Transfer Agent: ChaseMellon
                Shareholder Services, LLC
                Overpeck Centre
                85 Challenger Centre
                Ridgefield Park, NJ  07660

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

Personnel in these offices can also answer your questions:

INVESTOR RELATIONS, Bartlesville, OK
      Clayton Reasor:   (212) 207-1996
MEDIA RELATIONS, Bartlesville, OK
      Kristi DesJarlais:      (918) 661-6117


A BRIEF LOOK is a quarterly fact sheet by
PHILLIPS PETROLEUM COMPANY
INVESTOR AND PUBLIC RELATIONS
1680 Phillips Building
Bartlesville, Okla.  74004
Questions?  Contact Kristi DesJarlais
tel. (918) 661-6117
fax (918) 662-2075
E-mail:  kadesja@ppco.com





[Conoco logo]

                                   CONOCO INC.
                                   FACT SHEET

Founded in 1875, Conoco (NYSE:COC) has more than 126 years of experience in the
energy industry. A fully integrated energy company, it is involved in every
aspect of the oil and natural gas industry, including worldwide exploration,
production, transportation, marketing, refining and power.

With ventures in more than 40 countries, Conoco has a rich history of proven
technological expertise and superior project management, and is recognized
worldwide for its innovative approach to deepwater exploration and production
challenges and high-grade petroleum coke upgrading technology.

In addition, Conoco has three emerging businesses under development which hold
significant future potential - carbon fibers, natural gas refining (which
includes our promising natural gas-to-liquids technology) and power generation.

Conoco's major operations are centered in four core areas: North America,
Northern South America, Northwestern Europe and Southeast Asia.

Conoco is committed to conducting its business within a set of four core values:
safe operations, environmental protection, ethical business practices and
fostering an atmosphere that values and respects all people.

In 2001, for the fourth consecutive year, Conoco was recognized as the safest
global energy company in the U.S., according to the American Petroleum Institute
(API). This is the 16th time the company has been recognized in the past 22
years. Conoco also ranked No. 1 for the second time in the API's second annual
survey of the industry's safety performance outside the United States.


                              OPERATING HIGHLIGHTS

FINANCIAL

>  On October 8, 2001, the company's two classes of stocks were combined into a
   single class of common stock, now traded as COC. Based in Houston, Texas, the
   company has 20,000 employees around the globe.

>  Conoco has a market capitalization of about $16 billion.

>  As of September 30, 2001, the company had $41 billion of annualized revenues
   and assets of $27.7 billion.


UPSTREAM - EXPLORATION AND PRODUCTION

Upstream is Conoco's largest business segment, with operations that include the
exploration, development and production of crude oil and natural gas. The
business also includes the gathering, processing, distribution and marketing of
natural gas and natural gas liquids. Upstream is focused on maintaining
consistent, profitable growth and is aggressively pursuing high-potential
opportunities worldwide.


Conoco Factsheet                        1                          November 2001





>  Conoco's exploration efforts are centered primarily in the deepwater Gulf of
   Mexico, Canada, northwest Europe, northern South America, Eurasia, West
   Africa and Southeast Asia.

>  Conoco produces crude oil, natural gas and natural gas liquids in the
   U.S., Canada, the U.K., Norway, the Netherlands, Indonesia, Dubai,
   Nigeria, Russia, Venezuela, Ecuador and Vietnam.

>  Conoco has proved reserves of 3.7 billion barrels of oil equivalent; and has
   daily net production of 879,000 barrels of oil equivalent per day.

>  Conoco has consolidated interests in 25 natural gas processing plants in the
   United States, as well as interests in plants in Theddlethorpe, England,
   southeast Alberta and Point Lisas, Trinidad.

DOWNSTREAM - REFINING, MARKETING, SUPPLY AND DISTRIBUTION

Downstream covers the refining of crude oil and other feedstocks into petroleum
products; the buying and selling of crude oil, feedstocks and products; and the
distribution and marketing of petroleum products, including transportation
fuels, lubricants and specialty products.

Downstream is focused on generating a competitive return on investment and
surplus cash to support Conoco's global growth initiatives, while selectively
expanding refining and marketing operations in high-growth markets, including
Asia Pacific and central and eastern Europe.

>  At year-end 2000, daily refinery inputs were 871,000 barrels; and daily sales
   of refined products were 1.5 million barrels.

> Conoco owns or has interests in nine refineries in the following locations:

      USA:           Lake Charles, Louisiana
                     Billings, Montana
                     Ponca City, Oklahoma
                     Denver, Colorado

      Europe:        Humberside, England
                     Karlsruhe, Germany
                     Kralupy, Czech Republic
                     Litvinov, Czech Republic

      Asia Pacific:  Melaka, Malaysia



>  Sales of gasoline, diesel fuel and motor oils are carried out through 8,000
   outlets in the United States (39 states), throughout Europe, and Thailand.
   These products are sold primarily under the Conoco, Jet, Seca and Turkpetrol
   brands. In Malaysia, the company markets under the ProJET brand.

See www.conoco.com


Conoco Factsheet                        2                          November 2001






EXECUTIVE BIOGRAPHIES                   [Phillips Newsroom logo]
J. J. MULVA
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER


[Picture of J.J. Mulva]
J. J. (JIM) MULVA is chairman of the board and chief executive officer of
Phillips Petroleum Company. Phillips, headquartered in Bartlesville, Okla.,
is an integrated petroleum company involved in worldwide petroleum
exploration and production, as well as a leading gas processor and producer
of natural gas liquids. Phillips also is involved
in petroleum refining and marketing and in the manufacturing and marketing of
chemicals and plastics.

Mulva was named to his current position effective Oct. 13, 1999, after serving
as vice chairman, president and chief executive officer since June 1999. He had
served as president and chief operating officer since May 1994 and executive
vice president since January 1994. He had been senior vice president in 1993 and
chief financial officer since 1990, at which time he joined the company's
management committee.

Mulva began his career with Phillips in 1973 in the Treasury department. He
served in a variety of domestic and international positions and was named
treasurer and then chief financial officer in 1986 and 1990 respectively.

Mulva was born in 1946 and grew up in Green Bay, Wis. He attended the University
of Texas and graduated with a bachelor's degree in 1968 and a master's degree in
1969 in business administration finance. After graduation he served four years
as an officer in the United States Navy from 1969 to 1973.

Last updated: 07/17/01
Owner: Media Relations
Copyright 2001 Phillips Petroleum Company. All rights reserved.






EXECUTIVE BIOGRAPHIES                                   [Phillips Newsroom Logo]
A.W. DUNHAM
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
CONOCO INC.

[Picture of A.W. Dunham]  [Conoco logo]


A. W. (ARCHIE) Dunham is chairman of the board, president and chief executive
officer of Conoco Inc.

Dunham joined Conoco in 1966 as an associate engineer and worked in various
operating, commercial and business development positions before becoming manager
of gas products in 1973. He was elected executive vice president of Douglas Oil
Company, a Conoco subsidiary, in 1976 and became president of that company in
1979. Two years later, he became vice president of logistics and downstream
planning for Conoco Inc. In 1985, he became executive vice president, petroleum
products, North America, and was elected to the Conoco board of directors.

In 1987, Dunham transferred to E.I. du Pont de Nemours and Company (Conoco's
parent company at the time) as group vice president of the chemicals and
pigments sector, in Wilmington, Delaware. He became a senior vice president for
DuPont's polymer products business in 1989. Dunham served as an executive vice
president of DuPont and a member of DuPont's Office of the Chief Executive and a
member of DuPont's Board of Directors from 1996 to 1998.

Dunham returned to Houston in 1992 as Conoco's executive vice president,
exploration production. He held that position until becoming president and CEO
in January 1996. He was elected chairman of the board in August 1999.

He currently serves on the boards of directors of Louisiana-Pacific Corporation;
Phelps Dodge Corporation; and Union Pacific Corp.





Dunham is active in several professional, business and advisory organizations.
On the national level, he is the past chairman of the United States Energy
Association, the National Petroleum Council and serves on the boards of
directors of the American Petroleum Institute and the Energy Institute of the
Americas as well as the National Board of the Smithsonian Institution and the
board of trustees of the George Bush Presidential Library Foundation. He is on
the executive committee and the board of directors of the U.S.-Russia Business
Council. Dunham is a member of the Bretton Woods Committee, a group of prominent
Americans who advocate a strong U.S. commitment to international economic
leadership; and a member of The Business Round Table and The Business Council, a
select group of 100 industry CEO's who develop constructive views on public
policy matters that affect U.S. business interests. In 2000 Dunham was
recognized by the New York Mercantile Exchange as CEO of the year for Global
Vision in Energy, and was presented the International Achievement Award by B'nai
B'rith. He was presented the Ellis Island Medal of Honor and the Horatio Alger
Award in 2001.

In Texas, Dunham is a member of the Governor's Business Council. He was inducted
into the Oklahoma Hall of Fame in 1998.

Locally, he is a member of the executive committee and board of directors of the
Greater Houston Partnership, the board of governors of The Houston Forum, the
board of directors for Memorial Hermann Healthcare System, and the board of
visitors of the M.D. Anderson Cancer Center. Dunham is a trustee of the Houston
Symphony and the United Way of the Texas Gulf Coast. He is the chairman and past
president of the Houston Grand Opera. In 1998, he was named Houston's "Father of
the Year." And, in 2001, he was recognized by the World Affairs Council as
Houston's International Citizen of the Year. Dunham and his wife, Linda, are
active members of the Second Baptist Church of Houston, the largest church in
the United States, where he serves as chairman of the diaconate.

Born in 1938, Dunham holds a bachelor's degree in geological engineering and a
master's degree in business administration from the University of Oklahoma. He
remains associated with the university through service on various boards and has
been honored by both the College of Business Administration and the College of
Engineering as a distinguished graduate. In 1994, he was recognized by the
Oklahoma Board of Regents for his demonstrated leadership on behalf of the
University of Oklahoma, and in 1999 the University granted him an honorary
doctor of humane letters degree.

He served in the U.S. Marine Corps from 1960 to 1964, reaching the rank of
captain.


Last updated: 11/18/01
Owner: Media Relations
Copyright 2001 Phillips Petroleum Company. All rights reserved.





VIDEO & PHOTOGRAPHY SERVICES                            [Phillips Newsroom logo]

Phillip' Corporate Video staff travels around the world documenting the
company's projects on videotape as well as with still photography.

o     WEBCAST
      Analyst Webcast (11/19/2001) - Conoco and Phillips Agree to
      Merger of equals. Click here for the replay.

o     B-ROLL FOOTAGE
      Contact us to request b-roll footage for your next television
      news package.

o     Photo Library
      Visit the Photo Library where many photos are available for
      download.

Didn't find what you want? Send us a note and we'll help get the photo
or footage you need.

Page Last Updated: 11/19/2001
Owner: Media Relations See Disclaimer
Copyright 2001 Phillips Petroleum Company. All rights reserved.