-----------------------------------------------------------------
             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)

                       1990 STOCK PLAN OF
                   PHILLIPS PETROLEUM COMPANY
                    (Full title of the plan)

                          J. W. Sheets
                  Vice President and Treasurer
                       3 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......   16,100,000    $54.665  $880,106,500      $220,027
                    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 April 5, 2001, as reported on April 6, 2001, 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 year ended December 31, 2000, File No. 1-720;

     (b)  Phillips Petroleum Company's Current Reports on
          Form 8-K, filed on February 5 and 21, 2001, File
          No. 1-720;

     (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
Plans 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 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, 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>



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, File No. 1-720).

Exhibit 4 (b)  1990 Stock Plan of Phillips Petroleum Company
               (incorporated by reference to Exhibit 10(e) to
               Annual Report on Form 10-K for the year ended
               December 31, 1997, File No. 1-720).

Exhibit 5      Opinion of Counsel.

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

          (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 Chairman of the Board of
               Directors, any Executive Vice President, and any
               Vice President and Treasurer, 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.


                                 3


<PAGE>



Exhibit 24(c)  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, 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.


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


                                 4


<PAGE>



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.

     (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
April 10, 2001.

                                   PHILLIPS PETROLEUM COMPANY

                                           J. J. Mulva
                               Chairman of the Board of Directors
                                   and Chief Executive Officer


                                      /s/ J. W. Sheets
                               ----------------------------------
                                          J. W. Sheets
                                        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
                              and Chief Executive
   /s/ J. W. Sheets                 Officer          April 10, 2001
---------------------------
       J. W. Sheets
     Attorney-in-Fact


Principal financial officer
      John A. Carrig         Senior Vice President
                              and Chief Financial
   /s/ J. W. Sheets                 Officer          April 10, 2001
---------------------------
       J. W. Sheets
     Attorney-in-Fact


Principal accounting officer

                               Vice President and
  /s/ Rand C. Berney               Controller        April 10, 2001
----------------------------
      Rand C. Berney


                                 6


<PAGE>



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

Norman R. Augustine
David L. Boren
Robert E. Chappell, Jr.
Robert M. Devlin
Lawrence S. Eagleburger
Larry D. Horner
J. J. Mulva
Randall L. Tobias
Victoria J. Tschinkel
Kathryn C. Turner


By   /s/ J. W. Sheets              Directors         April 10, 2001
   -------------------------
         J. W. Sheets
       Attorney-in-Fact


                                 7


<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "mainform.txt", "description": "FORM S-8", "secsgml_size_bytes": 13819}]
{"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": "333-58664", "film-number": "1600033"}, "business-address": {"street1": "PHILLIPS BUILDING", "street2": "800 PLAZA OFFICE BUILDING", "city": "BARTLESVILLE", "state": "OK", "zip": "74004", "phone": "9186616600"}}
-----------------------------------------------------------------
             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)

                       1990 STOCK PLAN OF
                   PHILLIPS PETROLEUM COMPANY
                    (Full title of the plan)

                          J. W. Sheets
                  Vice President and Treasurer
                       3 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......   16,100,000    $54.665  $880,106,500      $220,027
                    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 April 5, 2001, as reported on April 6, 2001, 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 year ended December 31, 2000, File No. 1-720;

     (b)  Phillips Petroleum Company's Current Reports on
          Form 8-K, filed on February 5 and 21, 2001, File
          No. 1-720;

     (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
Plans 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 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, 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
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, File No. 1-720).

Exhibit 4 (b)  1990 Stock Plan of Phillips Petroleum Company
               (incorporated by reference to Exhibit 10(e) to
               Annual Report on Form 10-K for the year ended
               December 31, 1997, File No. 1-720).

Exhibit 5      Opinion of Counsel.

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

          (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 Chairman of the Board of
               Directors, any Executive Vice President, and any
               Vice President and Treasurer, 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.

                                 3
Exhibit 24(c)  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, 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.

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

                                 4
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.

     (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
April 10, 2001.

                                   PHILLIPS PETROLEUM COMPANY

                                           J. J. Mulva
                               Chairman of the Board of Directors
                                   and Chief Executive Officer

                                      /s/ J. W. Sheets
                               ----------------------------------
                                          J. W. Sheets
                                        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
                              and Chief Executive
   /s/ J. W. Sheets                 Officer          April 10, 2001
---------------------------
       J. W. Sheets
     Attorney-in-Fact

Principal financial officer
      John A. Carrig         Senior Vice President
                              and Chief Financial
   /s/ J. W. Sheets                 Officer          April 10, 2001
---------------------------
       J. W. Sheets
     Attorney-in-Fact

Principal accounting officer

                               Vice President and
  /s/ Rand C. Berney               Controller        April 10, 2001
----------------------------
      Rand C. Berney

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

Norman R. Augustine
David L. Boren
Robert E. Chappell, Jr.
Robert M. Devlin
Lawrence S. Eagleburger
Larry D. Horner
J. J. Mulva
Randall L. Tobias
Victoria J. Tschinkel
Kathryn C. Turner

By   /s/ J. W. Sheets              Directors         April 10, 2001
   -------------------------
         J. W. Sheets
       Attorney-in-Fact

                                 7