Exhibit  99(c)


                                 FORM 11-K


                              UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549


(Mark One)

[X]   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934


For the year ended       December 31, 1999
                   ------------------------------------

                              OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934


For the transition period from             to
                              -----------    ----------

Commission file number       33-28669
                       --------------------------------




                          RETIREMENT SAVINGS PLAN OF
                          PHILLIPS PETROLEUM COMPANY
                           (Full title of the Plan)



                          PHILLIPS PETROLEUM COMPANY
                        (Name of issuer of securities)




                Bartlesville, Oklahoma                  74004
         (Address of principal executive office)      (Zip code)


<PAGE>


FINANCIAL STATEMENTS AND EXHIBITS

(a)  Financial Statements
     --------------------

Financial statements of the Retirement Savings Plan of Phillips
Petroleum Company, filed as a part of this annual report, are
listed in the accompanying index.


(b)  Exhibits
     --------

Exhibit 1   Consent of Ernst & Young LLP.


                        SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the Retirement Savings Plan Committee has duly caused this
annual report to be signed on its behalf by the undersigned
hereunto duly authorized.


                                 RETIREMENT SAVINGS PLAN OF
                                 PHILLIPS PETROLEUM COMPANY



                                   /s/ Rand C. Berney
                              ----------------------------------
                                       Rand C. Berney
                                           Member
                              Retirement Savings Plan Committee



June 23, 2000


                               1

<PAGE>



-----------------------------------------------------------------
Index To Financial Statements          Retirement Savings Plan Of
And Schedules                          Phillips Petroleum Company



                                                             Page

Report of Independent Auditors .............................    3


Financial Statements

  Statement of Net Assets Available for Benefits
    at December 31, 1999 ...................................    4


  Statement of Net Assets Available for Benefits
    at December 31, 1998 ...................................    5


  Statement of Changes in Net Assets Available for Benefits
    for the Year Ended December 31, 1999 ...................    6


  Notes to Financial Statements ............................    7


Supplemental Schedules

  Schedule of Assets Held for Investment Purposes at End
    of Year as of December 31, 1999, Schedule H, Line 4i....   11

  Schedule of Reportable Transactions for the Year Ended
    December 31, 1999, Schedule H, Line 4j..................   12


                               2

<PAGE>



-----------------------------------------------------------------
Report Of Independent Auditors


The Retirement Savings Plan Committee
Retirement Savings Plan of Phillips
  Petroleum Company

We have audited the accompanying statements of net assets
available for benefits of the Retirement Savings Plan of Phillips
Petroleum Company (Plan) as of December 31, 1999 and 1998, and
the related statement of changes in net assets available for
benefits for the year ended December 31, 1999.  These financial
statements are the responsibility of the Retirement Savings Plan
Committee (Committee).  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards
generally accepted in the United States.  Those standards require
that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by the Committee,
as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable
basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets
available for benefits of the Plan at December 31, 1999 and 1998,
and the changes in its net assets available for benefits for the
year ended December 31, 1999, in conformity with accounting
principles generally accepted in the United States.

Our audits were performed for the purpose of forming an opinion
on the financial statements taken as a whole.  The accompanying
supplemental schedules of assets held for investment purposes at
end of year as of December 31, 1999, and reportable transactions
for the year then ended, are presented for purposes of additional
analysis and are not a required part of the financial statements
but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974.  These
supplemental schedules are the responsibility of the Committee.
The supplemental schedules have been subjected to the auditing
procedures applied in our audits of the financial statements and,
in our opinion, are fairly stated in all material respects in
relation to the financial statements taken as a whole.


                                 /s/ Ernst & Young LLP

                                     ERNST & YOUNG LLP
Tulsa, Oklahoma
June 23, 2000


                                3

<PAGE>




---------------------------------------------------------------------
Statement Of Net Assets                    Retirement Savings Plan Of
Available For Benefits                     Phillips Petroleum Company


At December 31, 1999

                                                                 Non-
                                                          Participant
                                    Participant Directed     Directed
                                    --------------------  -----------
                                         Fixed                  Fixed
                                    Investment     Stock   Investment
                             Total        Fund      Fund         Fund
                       ---------------------------------  -----------
Assets
Investments
  Insurance contract   $10,469,116   1,177,032         -    9,292,084
  Common stock             508,023           -   508,023            -
  Money market fund          2,403           -     2,403            -
---------------------------------------------------------------------
                        10,979,542   1,177,032   510,426    9,292,084
Interest Receivable             14           -        14            -
Employer Contributions
  Receivable                17,160           -         -       17,160
---------------------------------------------------------------------
Total Assets            10,996,716   1,177,032   510,440    9,309,244
---------------------------------------------------------------------

Net Assets Available
  for Benefits         $10,996,716   1,177,032   510,440    9,309,244
=====================================================================
See Notes to Financial Statements.


                                4

<PAGE>



---------------------------------------------------------------------
Statement Of Net Assets                    Retirement Savings Plan Of
Available For Benefits                     Phillips Petroleum Company


At December 31, 1998

                                                                 Non-
                                                          Participant
                                    Participant Directed     Directed
                                    --------------------  -----------
                                         Fixed                  Fixed
                                    Investment     Stock   Investment
                             Total        Fund      Fund         Fund
                       ---------------------------------  -----------
Assets
Investments
  Insurance contract   $10,374,983   1,216,462         -    9,158,521
  Common stock             562,991           -   562,991            -
  Money market fund          2,153           -     2,153            -
---------------------------------------------------------------------
                        10,940,127   1,216,462   565,144    9,158,521
Interest Receivable             11           -        11            -
Employer Contributions
  Receivable                50,575           -         -       50,575
---------------------------------------------------------------------
Total Assets            10,990,713   1,216,462   565,155    9,209,096
---------------------------------------------------------------------

Net Assets Available
  for Benefits         $10,990,713   1,216,462   565,155    9,209,096
=====================================================================
See Notes to Financial Statements.


                                5

<PAGE>



---------------------------------------------------------------------
Statement Of Changes In Net                Retirement Savings Plan Of
Assets Available For Benefits              Phillips Petroleum Company


Year Ended December 31, 1999

                                                                 Non-
                                                          Participant
                                    Participant Directed     Directed
                                    --------------------  -----------
                                         Fixed                  Fixed
                                    Investment     Stock   Investment
                             Total        Fund      Fund         Fund
                       ---------------------------------  -----------
Additions
Participating Employer
  Contributions        $   433,113           -         -      433,113
---------------------------------------------------------------------
Investment Income
  Interest                 622,376      71,765       128      550,483
  Dividends                 17,207           -    17,207            -
  Net appreciation in
    fair value of
    common stock            67,218           -    67,218            -
---------------------------------------------------------------------
                           706,801      71,765    84,553      550,483
---------------------------------------------------------------------
Total                    1,139,914      71,765    84,553      983,596
---------------------------------------------------------------------

Deductions
Withdrawals and
  Distributions          1,133,911     110,797   139,666      883,448
---------------------------------------------------------------------

Interfund Transfers              -        (398)      398            -
---------------------------------------------------------------------

Net Change                   6,003     (39,430)  (54,715)     100,148

Net Assets Available
  for Benefits
Beginning of Year       10,990,713   1,216,462   565,155    9,209,096
---------------------------------------------------------------------

End of Year            $10,996,716   1,177,032   510,440    9,309,244
=====================================================================
See Notes to Financial Statements.


                                6

<PAGE>




-----------------------------------------------------------------
Notes To Financial Statements          Retirement Savings Plan Of
                                       Phillips Petroleum Company

Note 1--Plan Description

The following description of the Retirement Savings Plan of
Phillips Petroleum Company (Plan) is subject to and qualified by
the more complete information appearing in the Plan document.

The Plan is a defined contribution plan sponsored by Phillips
Petroleum Company (Phillips or the Company) for any domestic
subsidiary or division that the Company approves for
participation in the Plan and that has adopted and become a party
to the Plan for the current participation of their active
employees (Participating Employer).  For the years ending
December 31, 1999 and 1998, Phillips Driscopipe (with respect to
hourly employees only), a division of the Company, was the only
Participating Employer.

Other subsidiaries or divisions having present or former
employees holding interests in the Plan are Catalyst Resources,
Inc. (sold March 30, 1994), Drilling Specialties Company,
Phillips Coal Company, and Phillips Uranium Corporation (now
liquidated).

Generally, an employee of a Participating Employer becomes a
participant after completing a six-month period of service of
500 or more hours.  Participation in the Plan by each eligible
employee is mandatory.  Each month the Participating Employer or
the Company contributes an amount equal to 5 percent of each
participant's regular monthly earnings.  A participant can make
after-tax deposits, in whole percentages, ranging from 1 to
10 percent of his regular monthly earnings.  Participants can
elect to change their deposit rates once each six months.
Effective January 1, 1996, the hourly employees of Phillips
Driscopipe were no longer permitted to make deposits under this
Plan.  However, the Participating Employer or the Company
continues to make contributions to this Plan on their behalf.

Plan assets consist of the Stock Fund, the Fixed Investment Fund
and the Temporary Investment Fund.  Investments for each fund
are:  Stock Fund (common stock of the Company and the Vanguard
Prime Money Market Fund); Fixed Investment Fund (an insurance
contract with Travelers Insurance Company (Travelers) under which
Travelers guarantees repayment of the principal paid to it and a
minimum effective rate of interest thereon); and Temporary
Investment Fund (specified short-term securities--currently, this
Fund is inactive).  The Trustee for all Plan assets is Vanguard
Fiduciary Trust Company (Vanguard), P.O. Box 2900, Valley Forge,


                                7

<PAGE>



Pennsylvania 19482-2900.  The interests of participants in each
fund are represented by units allocated to them.

Participant deposits are placed first in the Temporary Investment
Fund and remain there until the valuation date on or about the
20th day of the following month.  Deposits and earnings thereon
are then paid into the Stock Fund or the Fixed Investment Fund as
directed by the participant.  No investment directions may be
made with respect to Participating Employer contributions, all of
which are invested only in the Fixed Investment Fund.  The Plan
allows limited transfers between the Stock Fund and the Fixed
Investment Fund.

A participant's interest in his own deposits is vested at all
times, and his interest in Participating Employer contributions
becomes fully vested on the earliest of the following dates:
(a) upon attainment of age 65 or upon normal retirement; (b) upon
completing five years of vesting service; (c) upon death;
(d) upon becoming totally and permanently disabled; (e) upon
being laid off for lack of work; (f) upon termination or partial
termination of the Plan or discontinuance of Participating
Employer contributions; or (g) upon certain other events.

Partial vesting in Participating Employer contributions takes
place in one year increments, with complete vesting after five
years of vesting service.  A participant who has made deposits
may withdraw any amount attributable to those deposits.
Withdrawals of deposits may be made only once each six months.
Suspensions of employee deposits for three and six months apply
for partial and complete withdrawals, respectively.

A participant's interest in the contributions of a Participating
Employer becomes available for distribution upon specified
events, including separation from service or retirement.
Termination of employment will result in forfeiture of
Participating Employer contributions if a participant's interest
attributable to those Participating Employer contributions is not
vested.  Forfeitures are used to reduce employer contributions.
A participant who retires generally may postpone distribution
until no later than the first valuation date in October of the
year age 69 is attained.

Distributions from the Fixed Investment Fund are made in cash
while those from the Stock Fund are in whole shares of the
Company's common stock, plus cash for fractional shares, unless
the participant directs that the distribution be wholly or
partially in cash.  Distribution in the form of an annuity is
also available, as set forth in the Plan.


                                8

<PAGE>



In the event of termination of the Plan, participants and
beneficiaries of deceased participants will be vested with
respect to, and will receive, within a reasonable time, any funds
in their accounts as of the date of the termination.

The Plan is administered by the Retirement Savings Plan
Committee, a Plan Financial Administrator and a Plan Benefits
Administrator.  The members of the Committee are appointed by the
Board of Directors of the Company.  The Committee has power to
interpret the Plan and the Plan Benefits Administrator has the
authority to determine eligibility for benefits.  The Plan
Financial Administrator has the responsibility to manage and
control the assets of the Plan in accordance with the terms of
the Plan.  Brokerage fees, commissions, stock transfer taxes and
other charges and expenses incurred in connection with the
purchase or sale of securities are paid by the Plan.  The cost of
administering the Plan is paid by the Company.


Note 2--Use of Estimates

The preparation of financial statements in conformity with
accounting principles generally accepted in the United States
requires estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes and
schedules.  Actual results could differ from those estimates and
assumptions.


Note 3--Investments

Common stock of the Company is valued at the closing quoted
market price on the valuation date.  The value of the insurance
contract is recorded at contract value, which approximates fair
value, and represents contributions, plus interest credited, less
distributions.  The money market fund is valued at the current
redemption price determined by the Trustee.


Note 4--Tax Status

The Internal Revenue Service (IRS) determined on December 26,
1995, 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.  The Committee is not aware of any activity
that would affect the qualified status of the Plan.


                                9

<PAGE>



Note 5--Insurance Contract

The average yield and crediting interest rate of the Fixed Fund
insurance contract was 6.10 percent in 1999.  The crediting
interest rate, which is determined by Travelers, is reset
annually, with the new rate going into effect on January 1 of
each year.  There is no contractually guaranteed minimum interest
rate and the contract with Travelers does not provide a basis for
determining the crediting interest rate.


Note 6--Employer Contributions

Participating employer contributions are presented in the
Statement of Changes in Net Assets Available for Benefits net of
forfeitures of $26,521.


                               10

<PAGE>

<TABLE>
<CAPTION>


------------------------------------------------------------------------------------
Schedule of Assets Held For                               Retirement Savings Plan of
Investment Purposes at End of Year                        Phillips Petroleum Company
Schedule H, Line 4i                                         EIN 73-0400345, Plan 010


At December 31, 1999


(a, b) Identity of     (c) Description of investment
issue, borrower,       including maturity date,
lessor, or similar     rate of interest, collateral,    (d) Historical   (e) Current
party                  par or maturity value                      Cost         Value
--------------------   ------------------------------   --------------   -----------
<C>                    <C>                              <C>              <C>
The Travelers          Group Annuity Contract
  Insurance Company*     GR-10462, deposit
                         administration fund               $10,469,116    10,469,116

Phillips Petroleum     10,809 shares of common stock,
  Company*               $1.25 par value                       197,220       508,023

Vanguard Fiduciary     2,403 units of participation
  Trust Company*         in the Vanguard Prime Money
                         Market Fund, $1.00 par value            2,403         2,403
------------------------------------------------------------------------------------

                                                           $10,668,739    10,979,542
====================================================================================
*Party-in-interest

</TABLE>


                               11

<PAGE>



--------------------------------------------------------------------
Schedule of Reportable Transactions       Retirement Savings Plan of
Schedule H, Line 4j                       Phillips Petroleum Company
Series of Transactions in Excess          EIN 73-0400345, Plan 010
  of 5 Percent of Net Assets


Year Ended December 31, 1999

(a, b) Identity of
party involved and           (c) Value of   (d) Value   (i) Net gain
description of asset            purchases*   of sales*      or (loss)
-----------------------      ------------   ---------   ------------

The Travelers Insurance
  Company**                    $1,017,011     883,448              -
--------------------------------------------------------------------
 *This is also the cost of purchases and current value of sales
  at time of transaction.
**Party-in-interest

Columns (e) and (f) are not applicable.


                               12

<PAGE>




                                                        Exhibit 1





                 CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration
Statement (Form S-8, File No. 33-28669) pertaining to the
Retirement Savings Plan of Phillips Petroleum Company and in the
related Prospectus of our report dated June 23, 2000, with
respect to the financial statements and schedules of the
Retirement Savings Plan of Phillips Petroleum Company included in
this Annual Report (Form 11-K) for the year ended December 31,
1999.


                                  /s/ Ernst & Young LLP

                                      ERNST & YOUNG LLP

Tulsa, Oklahoma
June 23, 2000



<PAGE>