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        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.

                                    -more-





ConocoPhillips Merger Completed
Page 2

Beginning September 3, ConocoPhillips' 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.


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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.