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: ConocoPhillips
                                                  Commission File No.: 333-74798



NEWS                                     [PHILLIPS PETROLEUM COMPANY LETTERHEAD]


CONTACTS:                                                  FOR IMMEDIATE RELEASE
                                                           ---------------------
         Kristi DesJarlais (media)  918-661-6117
         Clayton Reasor (investors) 212-207-1996




            PHILLIPS RECEIVES CLEARANCE FROM EUROPEAN COMMISSION AND
               CANADIAN COMPETITION BUREAU FOR MERGER WITH CONOCO

BARTLESVILLE, Okla., March 6, 2002 --- Phillips Petroleum Company [NYSE:P] today
announced that the European Commission has completed its investigation of
Phillips' proposed merger with Conoco Inc. [NYSE:COC]. The Commission determined
that the proposed merger did not raise any competition concerns, and therefore
cleared the merger without any undertakings.

Phillips also announced that the Canadian Commissioner of Competition issued an
Advance Ruling Certificate on February 12, 2002, thereby clearing the merger as
proposed.

As previously announced, the merger is expected to close in the second half of
2002, pending expiration of the waiting period under the U.S. Hart-Scott-Rodino
Act, a favorable vote by both Phillips and Conoco shareholders, and other
customary closing conditions.

                                    - # # # -




                             ADDITIONAL INFORMATION

In connection with the proposed Conoco/Phillips merger, Conoco, Phillips and
ConocoPhillips have filed a joint proxy statement/prospectus dated February 7,
2002, 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, BECAUSE IT CONTAINS IMPORTANT INFORMATION.
Investors and security holders may obtain a free copy of the joint proxy
statement/prospectus 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
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.

                                    - more -



Phillips Receives Clearance from European Commission and
Canadian Competition Bureau for Merger with Conoco
Page 2


  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 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.