Filed by Phillips Petroleum Company
                           Pursuant to Rule 425 under the Securities Act of 1933
                                        and deemed filed pursuant to Rule 14a-12
                                       under the Securities Exchange Act of 1934

                                     Subject Company: Phillips Petroleum Company
                                                   Commission File No. 001-00720


On or about November 18, 2001, Phillips Petroleum Company disseminated the
following information.

                                    * * * *

The  enclosed  materials  contain  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 the enclosed  materials  include  statements about future financial
and operating results and the proposed  Conoco/Phillips merger. 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 Conoco or Phillips 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: the risk that Conoco's and Phillips' businesses will not be
integrated successfully; costs related to the proposed merger; failure of the
Conoco or Phillips stockholders to approve the proposed merger; and other
economic, business, competitive and/or regulatory factors affecting Conoco's and
Phillips' businesses generally as set forth in Conoco's and Phillips' filings
with the SEC, including their Annual Reports on Form 10-K for the fiscal year
ended 2000, especially in the Management's Discussion and Analysis section,
their most recent Quarterly Reports on Form 10-Q and their Current Reports on
Form 8-K. Conoco and Phillips are under no obligation to (and expressly disclaim
any such obligation to) update or alter their forward-looking statements whether
as a result of new information, future events or otherwise.

     In connection with the proposed Conoco/Phillips merger, Conoco, Phillips
and CorvettePorsche Corp. (which will be renamed ConocoPhillips in connection
with the proposed merger) will file a joint proxy statement/prospectus with the
Securities and Exchange Commission (the "SEC"). INVESTORS AND SECURITY HOLDERS
ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED
MERGER WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders may obtain a free copy of the joint proxy
statement/prospectus (when it is available) and other documents filed by Conoco
and Phillips with the SEC at the SEC's web site at www.sec.gov. The joint proxy
statement/prospectus (when it is available) and these other documents may also
be obtained for free from Conoco or Phillips by calling Conoco at 281-293-6800,
and through Conoco's web site at www.conoco.com, or by calling Phillips at
918-661-3700, and through Phillips' web site at www.phillips66.com.

     Conoco, Phillips and their respective directors, executive officers and
certain other members of management and employees may be soliciting proxies from
their respective stockholders in favor of the proposed merger. Information
regarding the persons who may, under the rules of the SEC, be considered to be
participants in the solicitation of Conoco's stockholders in connection with the
proposed Conoco/Phillips merger is set forth in Conoco's proxy statement for a
special meeting of stockholders, dated August 8, 2001 and filed with the SEC on
August 3, 2001, and information regarding the persons who may, under the rules
of the SEC, be considered to be participants in the solicitation of Phillips'
stockholders in connection with the proposed Conoco/Phillips merger is set forth
in Phillips' proxy statement for its 2001 annual meeting, dated March 29, 2001
and filed with the SEC on March 29, 2001. Additional information will be set
forth in the joint proxy statement/prospectus when it is filed with the SEC.