Exhibit 23.2



                          CONSENT OF ERNST & YOUNG LLP


We consent to the reference to our firm under the caption "Experts" in the Form
S-4 Registration Statement and related prospectus of ConocoPhillips, Conoco Inc.
and Phillips Petroleum Company for the registration of $2,000,000,000 of
ConocoPhillips' notes payable and to the incorporation by reference therein of
our report dated March 15, 2002, with respect to the consolidated financial
statements and schedule of Phillips Petroleum Company included in its Annual
Report (Form 10-K) for the year ended December 31, 2001, as amended, filed with
the Securities and Exchange Commission.

                                             /s/ Ernst & Young LLP

                                             ERNST & YOUNG LLP

Tulsa, Oklahoma
November 12, 2002