U.S. 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)

                 2002 OMNIBUS SECURITIES PLAN OF
                   PHILLIPS PETROLEUM COMPANY
                    (Full title of the plan)


                         John A. Carrig
       Senior Vice President and Chief Financial Officer
                      18 Phillips Building
                  Bartlesville, Oklahoma  74004
             (Name and address of agent for service)

                          918-661-9037
  (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......  20,200,000     $55.59  $1,122,918,000  $268,377.40
                   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 December 13, 2001.


<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 year ended December 31, 2000, as amended,
          File No. 1-720;

     (b)  Phillips Petroleum Company's Quarterly Reports on
          Form 10-Q for the quarterly periods ended March 31,
          June 30, and September 30, 2001, File Nos. 1-720;

     (c)  Phillips Petroleum Company's Current Reports on
          Form 8-K, filed on February 5, February 21, April 11,
          September 18, September 28 (as amended on October 31,
          and November 13, 2001), November 19, and December 13,
          2001, File Nos. 1-720;

     (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
Plans pursuant to Sections 13, 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 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, 2000, as amended, have
been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon included therein and incorporated
herein by reference.  Such consolidated financial statements and
schedule are incorporated herein by reference in reliance upon
such report given on the authority of such firm as experts in
accounting and auditing.


                                2

<PAGE>


     The consolidated financial statements of Tosco Corporation
for the two years ended December 31, 2000 and 1999, incorporated
in this Registration Statement by reference to Phillips Petroleum
Company's Current Report on Form 8-K/A filed on October 31, 2001,
have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.


Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Indemnification provisions of the registrant's bylaws
are supplemented by directors' and officers' liability insurance
with a limit of $300 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 4(a)   Omnibus Securities Plan of Phillips Petroleum
               Company (incorporated by reference to
               Exhibit 10(1) to Phillips Petroleum Company's
               Annual Report on Form 10-K for the year ended
               December 31, 1997, as amended, File No. 1-720).

         (b)   2002 Omnibus Securities Plan of Phillips Petroleum
               Company (incorporated by reference to Appendix B
               to Phillips Petroleum Company's Definitive Proxy
               Statement on Schedule 14A filed on March 29, 2001,
               File No. 1-720).

Exhibit 5      Opinion of Counsel.

Exhibit 23(a)  Consent of Ernst & Young LLP.

          (b)  Consent of PricewaterhouseCoopers LLP.

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




                                      3

<PAGE>


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 Chairman of the Board of
               Directors, any Executive Vice President, any
               Senior Vice President, any Vice President, the
               Treasurer and any Assistant Treasurer, to execute
               the registration statement including amendments
               thereto on behalf of the company by acting either
               personally or through powers of attorney.


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


                                 4

<PAGE>



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.



                                 5

<PAGE>


                            SIGNATURE

     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
December 17, 2001.

                                   PHILLIPS PETROLEUM COMPANY

                                           J. J. Mulva
                               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
       J. J. Mulva              Chairman of the
                              Board of Directors
  /s/ Rand C. Berney          and Chief Executive
---------------------------         Officer       December 17, 2001
      Rand C. Berney
     Attorney-in-Fact


Principal financial officer
      John A. Carrig         Senior Vice President
                              and Chief Financial
  /s/ Rand C. Berney                Officer
---------------------------                       December 17, 2001
      Rand C. Berney
     Attorney-in-Fact


Principal accounting officer

  /s/ Rand C. Berney           Vice President and
----------------------------       Controller     December 17, 2001
      Rand C. Berney



                                       6

<PAGE>




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

Norman R. Augustine
David L. Boren
Robert E. Chappell, Jr.
Robert M. Devlin
Larry D. Horner
J. J. Mulva
Thomas D. O'Malley
J. Stapleton Roy
Randall L. Tobias
Victoria J. Tschinkel
Kathryn C. Turner


By  /s/ Rand C. Berney           Directors      December 17, 2001
   ------------------------
        Rand C. Berney
       Attorney-in-Fact







                                       7

<PAGE>
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U.S. 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)

                 2002 OMNIBUS SECURITIES PLAN OF
                   PHILLIPS PETROLEUM COMPANY
                    (Full title of the plan)

                         John A. Carrig
       Senior Vice President and Chief Financial Officer
                      18 Phillips Building
                  Bartlesville, Oklahoma  74004
             (Name and address of agent for service)

                          918-661-9037
  (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......  20,200,000     $55.59  $1,122,918,000  $268,377.40
                   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 December 13, 2001.
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 year ended December 31, 2000, as amended,
          File No. 1-720;

     (b)  Phillips Petroleum Company's Quarterly Reports on
          Form 10-Q for the quarterly periods ended March 31,
          June 30, and September 30, 2001, File Nos. 1-720;

     (c)  Phillips Petroleum Company's Current Reports on
          Form 8-K, filed on February 5, February 21, April 11,
          September 18, September 28 (as amended on October 31,
          and November 13, 2001), November 19, and December 13,
          2001, File Nos. 1-720;

     (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
Plans pursuant to Sections 13, 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 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, 2000, as amended, have
been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon included therein and incorporated
herein by reference.  Such consolidated financial statements and
schedule are incorporated herein by reference in reliance upon
such report given on the authority of such firm as experts in
accounting and auditing.

                                2
The consolidated financial statements of Tosco Corporation
for the two years ended December 31, 2000 and 1999, incorporated
in this Registration Statement by reference to Phillips Petroleum
Company's Current Report on Form 8-K/A filed on October 31, 2001,
have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Indemnification provisions of the registrant's bylaws
are supplemented by directors' and officers' liability insurance
with a limit of $300 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 4(a)   Omnibus Securities Plan of Phillips Petroleum
               Company (incorporated by reference to
               Exhibit 10(1) to Phillips Petroleum Company's
               Annual Report on Form 10-K for the year ended
               December 31, 1997, as amended, File No. 1-720).

         (b)   2002 Omnibus Securities Plan of Phillips Petroleum
               Company (incorporated by reference to Appendix B
               to Phillips Petroleum Company's Definitive Proxy
               Statement on Schedule 14A filed on March 29, 2001,
               File No. 1-720).

Exhibit 5      Opinion of Counsel.

Exhibit 23(a)  Consent of Ernst & Young LLP.

          (b)  Consent of PricewaterhouseCoopers LLP.

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

                                      3
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 Chairman of the Board of
               Directors, any Executive Vice President, any
               Senior Vice President, any Vice President, the
               Treasurer and any Assistant Treasurer, to execute
               the registration statement including amendments
               thereto on behalf of the company by acting either
               personally or through powers of attorney.

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

                                 4
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.

                                 5
SIGNATURE

     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
December 17, 2001.

                                   PHILLIPS PETROLEUM COMPANY

                                           J. J. Mulva
                               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
       J. J. Mulva              Chairman of the
                              Board of Directors
  /s/ Rand C. Berney          and Chief Executive
---------------------------         Officer       December 17, 2001
      Rand C. Berney
     Attorney-in-Fact

Principal financial officer
      John A. Carrig         Senior Vice President
                              and Chief Financial
  /s/ Rand C. Berney                Officer
---------------------------                       December 17, 2001
      Rand C. Berney
     Attorney-in-Fact

Principal accounting officer

  /s/ Rand C. Berney           Vice President and
----------------------------       Controller     December 17, 2001
      Rand C. Berney

                                       6
Signature                   Title                Date
         ---------                   -----                ----

Norman R. Augustine
David L. Boren
Robert E. Chappell, Jr.
Robert M. Devlin
Larry D. Horner
J. J. Mulva
Thomas D. O'Malley
J. Stapleton Roy
Randall L. Tobias
Victoria J. Tschinkel
Kathryn C. Turner

By  /s/ Rand C. Berney           Directors      December 17, 2001
   ------------------------
        Rand C. Berney
       Attorney-in-Fact

                                       7