====================================================================
                 SECURITIES AND EXCHANGE COMMISSION
                 ----------------------------------
                      Washington, D. C.  20549

                              FORM S-8

                    REGISTRATION STATEMENT UNDER
                     THE SECURITIES ACT OF 1933
                    ----------------------------

                     PHILLIPS PETROLEUM COMPANY
       (Exact name of registrant as specified in its charter)

           Delaware                                  73-0400345     
- -------------------------------                 --------------------
(State or other jurisdiction of                 (I.R.S. Employer
incorporation or organization)                  Identification No.)

          PHILLIPS BUILDING, BARTLESVILLE, OKLAHOMA  74004
        (Address of principal executive offices)  (Zip Code)

                       OMNIBUS SECURITIES PLAN
                    OF PHILLIPS PETROLEUM COMPANY
                      (Full title of the plan)

                            T. C. Morris
                  Senior Vice President, Treasurer
                     and Chief Financial Officer
                     Phillips Petroleum Company
                    Bartlesville, Oklahoma  74004
               (Name and address of agent for service)

                            918-661-8266
    (Telephone number, including area code, of agent for service)

                  CALCULATION OF REGISTRATION FEE                   
- --------------------------------------------------------------------
                                Proposed      Proposed
                                 maximum       maximum
     Title of         Amount    offering     aggregate     Amount of
securities to          to be   price per      offering  registration
be registered     registered       share         price           fee
- --------------------------------------------------------------------

Common Stock
  ($1.25 par
  value).....        500,000    $31.1875*  $15,593,750        $5,377
                      shares                                        
- --------------------------------------------------------------------


                         -------------------

*Based on provision (c) of Rule 457, the proposed maximum offering
 price per share is based on the average of the high and low prices
 on May 4, 1994, as reported on May 5, 1994, in The Wall Street
 Journal.


<PAGE>


                             PART I


The documents containing the information specified in this Part I
will be sent or given to employees as specified by Rule
428(b)(1).


                                 1
<PAGE>


                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The documents listed below have been filed by Phillips
Petroleum Company with the Commission and are incorporated herein
by reference:

     (a)  Phillips Petroleum Company's Annual Report on Form 10-K
          for the fiscal year ended December 31, 1993;

     (b)  Phillips Petroleum Company's Quarterly Report on
          Form 10-Q for the quarter ended March 31, 1994;

     (c)  The description of Phillips Petroleum Company's common
          stock which is contained in its Registration Statement
          filed under Section 12 of the Securities Exchange Act
          of 1934, including any amendments or reports filed for
          the purpose of updating such description.

     All documents subsequently filed by the Registrant or the
Plan pursuant to Sections 13, 14 and 15(d) of the Securities
Exchange Act of 1934 after the date of this Prospectus and prior
to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference in this Prospectus from the date of
filing of such documents.


                             Experts

     The financial statements and financial statement schedules
of Phillips Petroleum Company and consolidated subsidiaries
appearing in the Company's Annual Report on Form 10-K for the
year ended December 31, 1993, have been audited by Ernst & Young,
independent auditors, as set forth in their report thereon
included therein and incorporated herein by reference.  Such
financial statements and schedules are, and audited financial
statements to be included in subsequently filed documents will
be, incorporated herein in reliance upon the reports of Ernst &
Young pertaining to such financial statements (to the extent
covered by consents filed with the Securities and Exchange
Commission) given upon the authority of such firm as experts in
accounting and auditing.


Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Indemnification provisions of the registrant's bylaws are
supplemented by directors' and officers' liability insurance with
a limit of $100 million, which insurance is subject to a number
of exclusions, deductibles and conditions.


                                II-1

<PAGE>


Item 8.  EXHIBITS

     The following exhibits are filed herewith or incorporated by
reference in accordance with Rule 411 of the General Rules and
Regulations under the Securities Act of 1933, as indicated in the
parentheses following the description of each exhibit:

Exhibit 4     Omnibus Securities Plan of Phillips Petroleum
                Company.  (Incorporated by reference to
                Exhibit 10 to Quarterly Report on Form 10-Q for
                the quarter ended June 30, 1993).

Exhibit 5     Opinion of Counsel.

Exhibit 23(a) Consent of Ernst & Young.

          (b) Consent of Robert C. Koch, Esq. (included in
                Exhibit 5 above)

Exhibit 24(a) Powers of Attorney.

          (b) A certified copy of a resolution adopted by the
                Board of Directors of Phillips Petroleum Company
                authorizing the Chief Executive Officer, the
                President, and any Vice President, or any one of
                them, to execute the registration statement
                including amendments thereto on behalf of the
                Company by acting either personally or through
                powers of attorney granted to L. F. Francis,      
                W. G. Jones, T. C. Morris and William G. Paul or
                any one of them.


Item 9.  UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:

     (i)  To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;

     (ii)  To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement;

     (iii)  To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;


                                II-2

<PAGE>


     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is on Form S-3 or
Form S-8, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

     (2)  That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.

     (3)  To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

     (4)  That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.


                                II-3

<PAGE>


                             SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Bartlesville, State of Oklahoma, on May 9, 1994.

                                    PHILLIPS PETROLEUM COMPANY

                                            W. W. Allen
                                Chairman of the Board of Directors
                                    and Chief Executive Officer


                                       /s/ L. F. Francis          
                                ----------------------------------
                                           L. F. Francis
                                          Attorney-in-Fact


     Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the date indicated.

          Signature                    Title               Date
          ---------                    -----               ----

Principal executive officer
        W. W. Allen               Chairman of the
                                Board of Directors
                                and Chief Executive
   /s/ L. F. Francis                 Officer           May 9, 1994
- ---------------------------
       L. F. Francis
      Attorney-in-Fact


Principal financial officer
                               Senior Vice President,
                                Treasurer and Chief
   /s/ T. C. Morris              Financial Officer     May 9, 1994
- ---------------------------
       T. C. Morris


Principal accounting officer

                                  Controller and
   /s/ L. F. Francis            General Tax Officer    May 9, 1994
- ---------------------------
       L. F. Francis


                                II-4

<PAGE>


          Signature                    Title               Date
          ---------                    -----               ----

W. W. Allen; Norman R.
Augustine; George B. Beitzel;
C. L. Bowerman; Robert E.
Chappell, Jr.; Lawrence S.
Eagleburger; James B. Edwards;
Larry D. Horner; J. J. Mulva;
D. J. Tippeconnic; Randall L.
Tobias; Victoria J. Tschinkel;
and J. L. Whitmire


By   /s/ L. F. Francis               Directors         May 9, 1994
  -----------------------------
         L. F. Francis
        Attorney-in-fact



                                     Director
- -------------------------------
        E. Douglas Kenna


                                II-5

<PAGE>
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====================================================================
                 SECURITIES AND EXCHANGE COMMISSION
                 ----------------------------------
                      Washington, D. C.  20549

                              FORM S-8

                    REGISTRATION STATEMENT UNDER
                     THE SECURITIES ACT OF 1933
                    ----------------------------

                     PHILLIPS PETROLEUM COMPANY
       (Exact name of registrant as specified in its charter)

           Delaware                                  73-0400345     
- -------------------------------                 --------------------
(State or other jurisdiction of                 (I.R.S. Employer
incorporation or organization)                  Identification No.)

          PHILLIPS BUILDING, BARTLESVILLE, OKLAHOMA  74004
        (Address of principal executive offices)  (Zip Code)

                       OMNIBUS SECURITIES PLAN
                    OF PHILLIPS PETROLEUM COMPANY
                      (Full title of the plan)

                            T. C. Morris
                  Senior Vice President, Treasurer
                     and Chief Financial Officer
                     Phillips Petroleum Company
                    Bartlesville, Oklahoma  74004
               (Name and address of agent for service)

                            918-661-8266
    (Telephone number, including area code, of agent for service)

                  CALCULATION OF REGISTRATION FEE                   
- --------------------------------------------------------------------
                                Proposed      Proposed
                                 maximum       maximum
     Title of         Amount    offering     aggregate     Amount of
securities to          to be   price per      offering  registration
be registered     registered       share         price           fee
- --------------------------------------------------------------------

Common Stock
  ($1.25 par
  value).....        500,000    $31.1875*  $15,593,750        $5,377
                      shares                                        
- --------------------------------------------------------------------

                         -------------------

*Based on provision (c) of Rule 457, the proposed maximum offering
 price per share is based on the average of the high and low prices
 on May 4, 1994, as reported on May 5, 1994, in The Wall Street
 Journal.
PART I

The documents containing the information specified in this Part I
will be sent or given to employees as specified by Rule
428(b)(1).

                                 1
PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The documents listed below have been filed by Phillips
Petroleum Company with the Commission and are incorporated herein
by reference:

     (a)  Phillips Petroleum Company's Annual Report on Form 10-K
          for the fiscal year ended December 31, 1993;

     (b)  Phillips Petroleum Company's Quarterly Report on
          Form 10-Q for the quarter ended March 31, 1994;

     (c)  The description of Phillips Petroleum Company's common
          stock which is contained in its Registration Statement
          filed under Section 12 of the Securities Exchange Act
          of 1934, including any amendments or reports filed for
          the purpose of updating such description.

     All documents subsequently filed by the Registrant or the
Plan pursuant to Sections 13, 14 and 15(d) of the Securities
Exchange Act of 1934 after the date of this Prospectus and prior
to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference in this Prospectus from the date of
filing of such documents.

                             Experts

     The financial statements and financial statement schedules
of Phillips Petroleum Company and consolidated subsidiaries
appearing in the Company's Annual Report on Form 10-K for the
year ended December 31, 1993, have been audited by Ernst & Young,
independent auditors, as set forth in their report thereon
included therein and incorporated herein by reference.  Such
financial statements and schedules are, and audited financial
statements to be included in subsequently filed documents will
be, incorporated herein in reliance upon the reports of Ernst &
Young pertaining to such financial statements (to the extent
covered by consents filed with the Securities and Exchange
Commission) given upon the authority of such firm as experts in
accounting and auditing.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Indemnification provisions of the registrant's bylaws are
supplemented by directors' and officers' liability insurance with
a limit of $100 million, which insurance is subject to a number
of exclusions, deductibles and conditions.

                                II-1
Item 8.  EXHIBITS

     The following exhibits are filed herewith or incorporated by
reference in accordance with Rule 411 of the General Rules and
Regulations under the Securities Act of 1933, as indicated in the
parentheses following the description of each exhibit:

Exhibit 4     Omnibus Securities Plan of Phillips Petroleum
                Company.  (Incorporated by reference to
                Exhibit 10 to Quarterly Report on Form 10-Q for
                the quarter ended June 30, 1993).

Exhibit 5     Opinion of Counsel.

Exhibit 23(a) Consent of Ernst & Young.

          (b) Consent of Robert C. Koch, Esq. (included in
                Exhibit 5 above)

Exhibit 24(a) Powers of Attorney.

          (b) A certified copy of a resolution adopted by the
                Board of Directors of Phillips Petroleum Company
                authorizing the Chief Executive Officer, the
                President, and any Vice President, or any one of
                them, to execute the registration statement
                including amendments thereto on behalf of the
                Company by acting either personally or through
                powers of attorney granted to L. F. Francis,      
                W. G. Jones, T. C. Morris and William G. Paul or
                any one of them.

Item 9.  UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:

     (i)  To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;

     (ii)  To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement;

     (iii)  To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;

                                II-2
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is on Form S-3 or
Form S-8, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

     (2)  That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.

     (3)  To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

     (4)  That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.

                                II-3
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Bartlesville, State of Oklahoma, on May 9, 1994.

                                    PHILLIPS PETROLEUM COMPANY

                                            W. W. Allen
                                Chairman of the Board of Directors
                                    and Chief Executive Officer

                                       /s/ L. F. Francis          
                                ----------------------------------
                                           L. F. Francis
                                          Attorney-in-Fact

     Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the date indicated.

          Signature                    Title               Date
          ---------                    -----               ----

Principal executive officer
        W. W. Allen               Chairman of the
                                Board of Directors
                                and Chief Executive
   /s/ L. F. Francis                 Officer           May 9, 1994
- ---------------------------
       L. F. Francis
      Attorney-in-Fact

Principal financial officer
                               Senior Vice President,
                                Treasurer and Chief
   /s/ T. C. Morris              Financial Officer     May 9, 1994
- ---------------------------
       T. C. Morris

Principal accounting officer

                                  Controller and
   /s/ L. F. Francis            General Tax Officer    May 9, 1994
- ---------------------------
       L. F. Francis

                                II-4
Signature                    Title               Date
          ---------                    -----               ----

W. W. Allen; Norman R.
Augustine; George B. Beitzel;
C. L. Bowerman; Robert E.
Chappell, Jr.; Lawrence S.
Eagleburger; James B. Edwards;
Larry D. Horner; J. J. Mulva;
D. J. Tippeconnic; Randall L.
Tobias; Victoria J. Tschinkel;
and J. L. Whitmire

By   /s/ L. F. Francis               Directors         May 9, 1994
  -----------------------------
         L. F. Francis
        Attorney-in-fact

                                     Director
- -------------------------------
        E. Douglas Kenna

                                II-5