8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM 8-K
                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                                AUGUST 30, 2002
                        (Date of Earliest Event Reported)

                           PHILLIPS PETROLEUM COMPANY
             (Exact name of registrant as specified in its charter)



   DELAWARE                        001-00720                       73-0400345
(State or other             (Commission File Number)              (IRS Employer
 jurisdiction                                                     Identification
of incorporation)                                                      No.)

                 PHILLIPS BUILDING, BARTLESVILLE, OKLAHOMA 74004
          (Address of principal executive offices, including Zip Code)

                                 (918) 661-6600
              (Registrant's telephone number, including area code)






ITEM 5.       OTHER EVENTS.

                  On August 30, 2002, Phillips Petroleum Company, a Delaware
corporation ("Phillips") and Conoco Inc., a Delaware corporation ("Conoco"),
combined their businesses by merging with and into separate acquisition
subsidiaries of ConocoPhillips, a Delaware corporation ("ConocoPhillips"). As a
result of the mergers, each of Phillips and Conoco became a wholly-owned
subsidiary of ConocoPhillips. In the mergers, each share of Phillips common
stock, par value $1.25 per share, has been converted into one share of
ConocoPhillips common stock, par value $.01 per share ("ConocoPhillips Common
Stock"), and each share of Conoco common stock, par value $.01 per share, has
been converted into 0.4677 of a share of ConocoPhillips Common Stock. Each share
of ConocoPhillips Common Stock has attached to it a preferred stock purchase
right. On August 30, 2002, ConocoPhillips issued a press release announcing the
completion of the mergers. A copy of the press release is attached hereto as
Exhibit 99.1.

ITEM 7.       EXHIBITS.

                  (C)  Exhibits.

                           Exhibit 99.1     Press Release dated August 30, 2002



                                      -2-






                                   SIGNATURES

                  Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                             Phillips Petroleum Company

Date:  August 30, 2002                       By:      /S/ J. BRYAN WHITWORTH
                                                   ---------------------------
                                             Name:    J. Bryan Whitworth, Esq.
                                             Title:   Executive Vice President,
                                                      General Counsel and Chief
                                                      Administrative Officer



                                      -3-









                                  EXHIBIT INDEX



Exhibit No.                                      Description
- -----------                                      -----------
Exhibit 99.1        Press Release dated August 30, 2002

EX-99

CONTACTS:
         Kristi DesJarlais 281-293-5089
         Carlton Adams     281-293-1043


                         CONOCOPHILLIPS MERGER COMPLETED

         HOUSTON, Aug. 30, 2002 --- ConocoPhillips [NYSE:COP] has completed the
merger of Conoco Inc. [NYSE:COC] and Phillips Petroleum Company [NYSE:P],
following clearance by the U.S. Federal Trade Commission earlier today.
Shareholders of both companies and all U.S. and foreign regulatory authorities
cleared the merger earlier this year.

         ConocoPhillips is the third-largest integrated U.S. energy company. On
a global basis, it is the sixth-largest publicly held energy company based on
hydrocarbon reserves and production, and it is the fifth-largest global refiner.

         ConocoPhillips has net proved reserves of 8.7 billion barrels of oil
equivalent (BOE), daily oil and natural gas production of 1.7 million BOE, and a
refining capacity of 2.6 million barrels per day, and has assets of $75 billion.

         "Today marks the creation of a new international integrated major
energy company, with the assets, talent, financial strength and technology
needed to achieve superior results for all stakeholders," said Jim Mulva,
president and chief executive officer of ConocoPhillips. "We possess a
diversified global portfolio of legacy assets and growth projects, as well as a
commitment to financial discipline and operating excellence. Delivering on our
portfolio of organic opportunities, together with highgrading our investments
and capturing synergies, will provide a high-quality earnings base that will
drive shareholder value."

         Each share of Phillips common stock has been converted into one share
of ConocoPhillips common stock, and each share of Conoco common stock has been
converted into 0.4677 of a share of ConocoPhillips common stock. Information
regarding exchange of share certificates will be sent to former Phillips and
Conoco shareholders as soon as practicable. Beginning September 3,
ConocoPhillips'

                                     -more-



ConocoPhillips Merger Completed
Page 2

stock will be listed on the New York Stock Exchange under the symbol "COP".

         "ConocoPhillips combines two successful energy industry pioneers into a
global energy company that is focused on providing safe, clean and sustainable
energy for the world and exceptional value for our shareholders," said Archie W.
Dunham, chairman of the board of ConocoPhillips. "With skilled and dedicated
employees, a strong balance sheet, upstream investment opportunities, and
greater operational efficiency, ConocoPhillips is a tough new major competitor
in the international petroleum industry."

         ConocoPhillips is a major international integrated energy company with
operations in some 49 countries. Headquartered in Houston, the company has
assets of $75 billion, net proved reserves of 8.7 billion barrels of oil
equivalent (BOE), and daily production of 1.7 million BOE.

                                      # # #


08/30/02
www.conocophillips.com



      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 the management and operations of
ConocoPhillips. 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 ConocoPhillips
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: costs related to the merger; and other economic,
business, competitive and/or regulatory factors affecting ConocoPhillips'
business generally as set forth in filings with the SEC by Conoco and Phillips
prior to the merger and by ConocoPhillips. ConocoPhillips 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. For more information, visit the company's Web site at
www.conocophillips.com.