-----------------------------------------------------------------
         UNITED STATES 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 of organization)                Identification No.)

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

                   LONG-TERM STOCK SAVINGS PLAN
                  OF PHILLIPS PETROLEUM COMPANY
                     (Full title of the plan)

                          John A. Carrig
                   Vice President and Treasurer
                       3 Phillips Building
                    Phillips Petroleum Company
                  Bartlesville, Oklahoma  74004
             (Name and address of agent for service)

                           918-661-5633
  (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).....   1,000,000   $44.96875*  $44,968,750       $12,502
                   shares
-----------------------------------------------------------------

In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the
employee benefit plan described herein.

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

*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 November 4, 1998, as reported on November 5, 1998,
 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 U.S. Securities and Exchange
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, 1997, as
          amended;

     (b)  The Plan's Annual Report on Form 11-K for the fiscal
          year ended December 31, 1997, filed as Exhibit 99(b) to
          Phillips Petroleum Company's Annual Report on Form 10-K
          for the fiscal year ended December 31, 1997, as
          amended;

     (c)  Phillips Petroleum Company's Quarterly Reports on
          Form 10-Q for the quarters ended March 31 and June 30,
          1998;

     (d)  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(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 after the date of this
Registration Statement 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
Registration Statement and to be part thereof from the date of
filing of such documents.


                             Experts

     The consolidated financial statements and schedule of
Phillips Petroleum Company appearing in its Annual Report on
Form 10-K for the year ended December 31, 1997, as amended, and
the financial statements and schedules of the Long-Term Stock
Savings Plan of Phillips Petroleum Company, appearing in the
Plan's Annual Report on Form 11-K for the fiscal year ended
December 31, 1997, have been audited by Ernst & Young LLP,


                               II-1

<PAGE>



independent auditors, as set forth in their reports thereon
included therein and incorporated herein by reference.  Such
financial statements and schedules are incorporated herein by
reference in reliance upon such reports 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 $200 million, which insurance is subject to a number
of exclusions, deductibles and conditions.


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 23     Consent of Ernst & Young LLP.

Exhibit 24(a)  Powers of Attorney.  (Exhibit 24(a) to Phillips
                Petroleum Company's Form S-8, Registration
                Statement, File No. 333-65769, for the Phillips
                Petroleum Overseas Stock Savings Plan, filed
                October 16, 1998).

          (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 John A. Carrig,
                Rand C. Berney and J. W. Sheets or any one of
                them.

     The opinion of counsel contemplated by Item 601(b)(5)(i) of
Regulation S-K is not being filed because the shares of Common
Stock being registered are not original issue shares.  In lieu of
the opinion of counsel or determination letter contemplated by
Item 601(b)(5)(ii) of Regulation S-K, the Registrant hereby
undertakes that the Internal Revenue Service (IRS) determined on
January 16, 1996, that the Plan is qualified under Section 401(a)
of the Internal Revenue Code of 1986 and the Trust is exempt from
federal income tax under Section 501(a).  Subsequent amendments
have been adopted, but are not expected to affect the qualified
status of the Plan.


                               II-2

<PAGE>



Item 9.  UNDERTAKING.

     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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
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;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
of this section do not apply if the Registration Statement is on
Form S-3, Form S-8 or Form F-3, and the information required to
be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission 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.


                               II-3

<PAGE>



     (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 U.S. 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-4

<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
November 9, 1998.

                                   PHILLIPS PETROLEUM COMPANY

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


                                     /s/ Rand C. Berney
                               ----------------------------------
                                         Rand C. Berney
                                        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
   /s/ Rand C. Berney         and Chief Executive
----------------------------       Officer         November 9, 1998
       Rand C. Berney
      Attorney-in-Fact


Principal financial officer
        T. C. Morris
                             Senior Vice President
   /s/ Rand C. Berney         and Chief Financial
----------------------------        Officer        November 9, 1998
       Rand C. Berney
      Attorney-in-Fact


Principal accounting officer

   /s/ Rand C. Berney            Vice President
----------------------------     and Controller    November 9, 1998
       Rand C. Berney


                                II-5

<PAGE>



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

W. W. Allen
Norman R. Augustine
George B. Beitzel
David L. Boren
C. L. Bowerman
Robert E. Chappell, Jr.
Lawrence S. Eagleburger
Larry D. Horner
J. J. Mulva
Randall L. Tobias
Victoria J. Tschinkel
Kathryn C. Turner

     /s/ Rand C. Berney
By -------------------------       Directors       November 9, 1998
         Rand C. Berney
        Attorney-in-Fact








     Pursuant to the requirements of the Securities Act of 1933,
the Long-Term Stock Savings Plan of Phillips Petroleum Company 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 the 9th day of November, 1998.

                                   LONG-TERM STOCK SAVINGS PLAN
                                   OF PHILLIPS PETROLEUM COMPANY



                                       /s/ Rand C. Berney
                                   -----------------------------
                                           Rand C. Berney
                                               Member
                                   Long-Term Stock Savings Plan
                                             Committee


                               II-6

<PAGE>
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{"company-data": {"conformed-name": "PHILLIPS PETROLEUM CO", "cik": "0000078214", "assigned-sic": "2911", "irs-number": "730400345", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67073", "film-number": "98743467"}, "business-address": {"street1": "PHILLIPS BUILDING", "street2": "800 PLAZA OFFICE BUILDING", "city": "BARTLESVILLE", "state": "OK", "zip": "74004", "phone": "9186616600"}}
-----------------------------------------------------------------
         UNITED STATES 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 of organization)                Identification No.)

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

                   LONG-TERM STOCK SAVINGS PLAN
                  OF PHILLIPS PETROLEUM COMPANY
                     (Full title of the plan)

                          John A. Carrig
                   Vice President and Treasurer
                       3 Phillips Building
                    Phillips Petroleum Company
                  Bartlesville, Oklahoma  74004
             (Name and address of agent for service)

                           918-661-5633
  (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).....   1,000,000   $44.96875*  $44,968,750       $12,502
                   shares
-----------------------------------------------------------------

In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the
employee benefit plan described herein.

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

*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 November 4, 1998, as reported on November 5, 1998,
 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 U.S. Securities and Exchange
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, 1997, as
          amended;

     (b)  The Plan's Annual Report on Form 11-K for the fiscal
          year ended December 31, 1997, filed as Exhibit 99(b) to
          Phillips Petroleum Company's Annual Report on Form 10-K
          for the fiscal year ended December 31, 1997, as
          amended;

     (c)  Phillips Petroleum Company's Quarterly Reports on
          Form 10-Q for the quarters ended March 31 and June 30,
          1998;

     (d)  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(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 after the date of this
Registration Statement 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
Registration Statement and to be part thereof from the date of
filing of such documents.

                             Experts

     The consolidated financial statements and schedule of
Phillips Petroleum Company appearing in its Annual Report on
Form 10-K for the year ended December 31, 1997, as amended, and
the financial statements and schedules of the Long-Term Stock
Savings Plan of Phillips Petroleum Company, appearing in the
Plan's Annual Report on Form 11-K for the fiscal year ended
December 31, 1997, have been audited by Ernst & Young LLP,

                               II-1
independent auditors, as set forth in their reports thereon
included therein and incorporated herein by reference.  Such
financial statements and schedules are incorporated herein by
reference in reliance upon such reports 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 $200 million, which insurance is subject to a number
of exclusions, deductibles and conditions.

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 23     Consent of Ernst & Young LLP.

Exhibit 24(a)  Powers of Attorney.  (Exhibit 24(a) to Phillips
                Petroleum Company's Form S-8, Registration
                Statement, File No. 333-65769, for the Phillips
                Petroleum Overseas Stock Savings Plan, filed
                October 16, 1998).

          (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 John A. Carrig,
                Rand C. Berney and J. W. Sheets or any one of
                them.

     The opinion of counsel contemplated by Item 601(b)(5)(i) of
Regulation S-K is not being filed because the shares of Common
Stock being registered are not original issue shares.  In lieu of
the opinion of counsel or determination letter contemplated by
Item 601(b)(5)(ii) of Regulation S-K, the Registrant hereby
undertakes that the Internal Revenue Service (IRS) determined on
January 16, 1996, that the Plan is qualified under Section 401(a)
of the Internal Revenue Code of 1986 and the Trust is exempt from
federal income tax under Section 501(a).  Subsequent amendments
have been adopted, but are not expected to affect the qualified
status of the Plan.

                               II-2
Item 9.  UNDERTAKING.

     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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
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;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
of this section do not apply if the Registration Statement is on
Form S-3, Form S-8 or Form F-3, and the information required to
be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission 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.

                               II-3
(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 U.S. 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-4
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
November 9, 1998.

                                   PHILLIPS PETROLEUM COMPANY

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

                                     /s/ Rand C. Berney
                               ----------------------------------
                                         Rand C. Berney
                                        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
   /s/ Rand C. Berney         and Chief Executive
----------------------------       Officer         November 9, 1998
       Rand C. Berney
      Attorney-in-Fact

Principal financial officer
        T. C. Morris
                             Senior Vice President
   /s/ Rand C. Berney         and Chief Financial
----------------------------        Officer        November 9, 1998
       Rand C. Berney
      Attorney-in-Fact

Principal accounting officer

   /s/ Rand C. Berney            Vice President
----------------------------     and Controller    November 9, 1998
       Rand C. Berney

                                II-5
Signature                   Title               Date
         ---------                   -----               ----

W. W. Allen
Norman R. Augustine
George B. Beitzel
David L. Boren
C. L. Bowerman
Robert E. Chappell, Jr.
Lawrence S. Eagleburger
Larry D. Horner
J. J. Mulva
Randall L. Tobias
Victoria J. Tschinkel
Kathryn C. Turner

     /s/ Rand C. Berney
By -------------------------       Directors       November 9, 1998
         Rand C. Berney
        Attorney-in-Fact

     Pursuant to the requirements of the Securities Act of 1933,
the Long-Term Stock Savings Plan of Phillips Petroleum Company 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 the 9th day of November, 1998.

                                   LONG-TERM STOCK SAVINGS PLAN
                                   OF PHILLIPS PETROLEUM COMPANY

                                       /s/ Rand C. Berney
                                   -----------------------------
                                           Rand C. Berney
                                               Member
                                   Long-Term Stock Savings Plan
                                             Committee

                               II-6