EXHIBIT 24.01

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that the undersigned person hereby
constitutes and appoints J.J. Mulva, J. Bryan Whitworth and John A. Carrig, and
each of them singly, its true and lawful attorney-in-fact and in its name,
place, and stead, to sign the Registration Statement with which this Power of
Attorney is filed, and any and all amendments to said Registration Statement,
and generally to do and perform all things and acts necessary or advisable in
connection therewith, and the undersigned hereby ratifies and confirms all that
each of said attorneys-in-fact may lawfully do or cause to be done by virtue
hereof.

   IN WITNESS WHEREOF, the undersigned has hereunto executed this Power of
Attorney as of the date set forth opposite the signature of its duly authorized
officer.

                                          Phillips Petroleum Company

                                                   By: /s/ J.J. Mulva
                                          ------------------------------------
                                                       J.J. Mulva
                                           Chairman of the Board of Directors
                                               and Chief Executive Officer

Date: February 12, 2001


                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that the undersigned person hereby
constitutes and appoints J.J. Mulva, J. Bryan Whitworth and John A. Carrig, and
each of them singly, his true and lawful attorney-in-fact and in his name,
place, and stead, and in any and all of his offices and capacities with
Phillips Petroleum Company, to sign the Registration Statement with which this
Power of Attorney is filed, and any and all amendments to said Registration
Statement, and generally to do and perform all things and acts necessary or
advisable in connection therewith, and the undersigned hereby ratifies and
confirms all that each of said attorneys-in-fact may lawfully do or cause to be
done by virtue hereof.

   IN WITNESS WHEREOF, the undersigned has hereunto executed this Power of
Attorney as of the date set forth opposite his signature.

                                                 By: /s/ Rand C. Berney
                                          ------------------------------------
                                                     Rand C. Berney
                                             Vice President and Controller;
                                              Principal Accounting Officer
                                               Phillips Petroleum Company

Date: February 8, 2001


                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that the undersigned person hereby
constitutes and appoints J.J. Mulva, J. Bryan Whitworth and John A. Carrig, and
each of them singly, his true and lawful attorney-in-fact and in his name,
place, and stead, and in any and all of his offices and capacities with
Phillips Petroleum Company, to sign the Registration Statement with which this
Power of Attorney is filed, and any and all amendments to said Registration
Statement, and generally to do and perform all things and acts necessary or
advisable in connection therewith, and the undersigned hereby ratifies and
confirms all that each of said attorneys-in-fact may lawfully do or cause to be
done by virtue hereof.

   IN WITNESS WHEREOF, the undersigned has hereunto executed this Power of
Attorney as of the date set forth opposite his signature.

                                               By: /s/ Norman R. Augustine
                                          ------------------------------------
                                              Norman R. Augustine, Director
                                               Phillips Petroleum Company

Date: February 26, 2001


                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that the undersigned person hereby
constitutes and appoints J.J. Mulva, J. Bryan Whitworth and John A. Carrig, and
each of them singly, his true and lawful attorney-in-fact and in his name,
place, and stead, and in any and all of his offices and capacities with
Phillips Petroleum Company, to sign the Registration Statement with which this
Power of Attorney is filed, and any and all amendments to said Registration
Statement, and generally to do and perform all things and acts necessary or
advisable in connection therewith, and the undersigned hereby ratifies and
confirms all that each of said attorneys-in-fact may lawfully do or cause to be
done by virtue hereof.

   IN WITNESS WHEREOF, the undersigned has hereunto executed this Power of
Attorney as of the date set forth opposite his signature.

                                                 By: /s/ David L. Boren
                                          ------------------------------------
                                                David L. Boren, Director
                                               Phillips Petroleum Company

Date: February 12, 2001


                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that the undersigned person hereby
constitutes and appoints J.J. Mulva, J. Bryan Whitworth and John A. Carrig, and
each of them singly, his true and lawful attorney-in-fact and in his name,
place, and stead, and in any and all of his offices and capacities with
Phillips Petroleum Company, to sign the Registration Statement with which this
Power of Attorney is filed, and any and all amendments to said Registration
Statement, and generally to do and perform all things and acts necessary or
advisable in connection therewith, and the undersigned hereby ratifies and
confirms all that each of said attorneys-in-fact may lawfully do or cause to be
done by virtue hereof.

   IN WITNESS WHEREOF, the undersigned has hereunto executed this Power of
Attorney as of the date set forth opposite his signature.

                                             By: /s/ Robert E. Chappell, Jr.
                                          ------------------------------------
                                            Robert E. Chappell, Jr., Director
                                               Phillips Petroleum Company

Date: February 12, 2001


                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that the undersigned person hereby
constitutes and appoints J.J. Mulva, J. Bryan Whitworth and John A. Carrig, and
each of them singly, his true and lawful attorney-in-fact and in his name,
place, and stead, and in any and all of his offices and capacities with
Phillips Petroleum Company, to sign the Registration Statement with which this
Power of Attorney is filed, and any and all amendments to said Registration
Statement, and generally to do and perform all things and acts necessary or
advisable in connection therewith, and the undersigned hereby ratifies and
confirms all that each of said attorneys-in-fact may lawfully do or cause to be
done by virtue hereof.

   IN WITNESS WHEREOF, the undersigned has hereunto executed this Power of
Attorney as of the date set forth opposite his signature.

                                                By: /s/ Robert M. Devlin
                                          ------------------------------------
                                               Robert M. Devlin, Director
                                               Phillips Petroleum Company

Date: February 12, 2001


                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that the undersigned person hereby
constitutes and appoints J.J. Mulva, J. Bryan Whitworth and John A. Carrig, and
each of them singly, his true and lawful attorney-in-fact and in his name,
place, and stead, and in any and all of his offices and capacities with
Phillips Petroleum Company, to sign the Registration Statement with which this
Power of Attorney is filed, and any and all amendments to said Registration
Statement, and generally to do and perform all things and acts necessary or
advisable in connection therewith, and the undersigned hereby ratifies and
confirms all that each of said attorneys-in-fact may lawfully do or cause to be
done by virtue hereof.

   IN WITNESS WHEREOF, the undersigned has hereunto executed this Power of
Attorney as of the date set forth opposite his signature.

                                             By: /s/ Lawrence S. Eagleburger
                                          ------------------------------------
                                            Lawrence S. Eagleburger, Director
                                               Phillips Petroleum Company

Date: February 21, 2001


                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that the undersigned person hereby
constitutes and appoints J.J. Mulva, J. Bryan Whitworth and John A. Carrig, and
each of them singly, his true and lawful attorney-in-fact and in his name,
place, and stead, and in any and all of his offices and capacities with
Phillips Petroleum Company, to sign the Registration Statement with which this
Power of Attorney is filed, and any and all amendments to said Registration
Statement, and generally to do and perform all things and acts necessary or
advisable in connection therewith, and the undersigned hereby ratifies and
confirms all that each of said attorneys-in-fact may lawfully do or cause to be
done by virtue hereof.

   IN WITNESS WHEREOF, the undersigned has hereunto executed this Power of
Attorney as of the date set forth opposite his signature.

                                                 By: /s/ Larry D. Horner
                                          ------------------------------------
                                                Larry D. Horner, Director
                                               Phillips Petroleum Company

Date: February 12, 2001


                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that the undersigned person hereby
constitutes and appoints J.J. Mulva, J. Bryan Whitworth and John A. Carrig, and
each of them singly, his true and lawful attorney-in-fact and in his name,
place, and stead, and in any and all of his offices and capacities with
Phillips Petroleum Company, to sign the Registration Statement with which this
Power of Attorney is filed, and any and all amendments to said Registration
Statement, and generally to do and perform all things and acts necessary or
advisable in connection therewith, and the undersigned hereby ratifies and
confirms all that each of said attorneys-in-fact may lawfully do or cause to be
done by virtue hereof.

   IN WITNESS WHEREOF, the undersigned has hereunto executed this Power of
Attorney as of the date set forth opposite his signature.

                                                By: /s/ Randall L. Tobias
                                          ------------------------------------
                                               Randall L. Tobias, Director
                                               Phillips Petroleum Company

Date: February 12, 2001


                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that the undersigned person hereby
constitutes and appoints J.J. Mulva, J. Bryan Whitworth and John A. Carrig, and
each of them singly, her true and lawful attorney-in-fact and in her name,
place, and stead, and in any and all of her offices and capacities with
Phillips Petroleum Company, to sign the Registration Statement with which this
Power of Attorney is filed, and any and all amendments to said Registration
Statement, and generally to do and perform all things and acts necessary or
advisable in connection therewith, and the undersigned hereby ratifies and
confirms all that each of said attorneys-in-fact may lawfully do or cause to be
done by virtue hereof.

   IN WITNESS WHEREOF, the undersigned has hereunto executed this Power of
Attorney as of the date set forth opposite her signature.

                                              By: /s/ Victoria J. Tschinkel
                                          ------------------------------------
                                             Victoria J. Tschinkel, Director
                                               Phillips Petroleum Company

Date: February 12, 2001


                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that the undersigned person hereby
constitutes and appoints J.J. Mulva, J. Bryan Whitworth and John A. Carrig, and
each of them singly, her true and lawful attorney-in-fact and in her name,
place, and stead, and in any and all of her offices and capacities with
Phillips Petroleum Company, to sign the Registration Statement with which this
Power of Attorney is filed, and any and all amendments to said Registration
Statement, and generally to do and perform all things and acts necessary or
advisable in connection therewith, and the undersigned hereby ratifies and
confirms all that each of said attorneys-in-fact may lawfully do or cause to be
done by virtue hereof.

   IN WITNESS WHEREOF, the undersigned has hereunto executed this Power of
Attorney as of the date set forth opposite her signature.

                                                By: /s/ Kathryn C. Turner
                                          ------------------------------------
                                               Kathryn C. Turner, Director
                                               Phillips Petroleum Company

Date: February 12, 2001