Exhibit 99.5


                     CONSENT OF J.P. MORGAN SECURITIES INC.


               We hereby consent to (i) the use of our opinion letter dated
November 18, 2001 to the Board of Directors of Phillips Petroleum Company (the
"Company") included in Annex G to the Joint Proxy Statement/Prospectus relating
to the proposed combination of the Company and Conoco Inc., and (ii) the
references to such opinion in such Joint Proxy Statement/Prospectus. In giving
such consent, we do not thereby admit that we come within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder, nor do we hereby admit that we are experts with respect
to any part of such Registration Statement within the meaning of the term
"experts" as used in the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder.

                                                 J.P. MORGAN SECURITIES INC.

                                                 /s/ J.P. MORGAN SECURITIES INC.
                                                 -------------------------------

December 7, 2001