FORM 10-K/A


                        Amendment No. 1


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


(Mark One)

   [X]       ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                OF THE SECURITIES EXCHANGE ACT OF 1934

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

                               OR

   [ ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                 OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from               to
                              --------------    --------------
Commission file number            1-720
                      ----------------------------------------


                   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)


Registrant's telephone number, including area code: 918-661-6600

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                   Filing Additional Exhibits


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Item 14 - Exhibits
------------------

The registrant is filing with this Amendment No. 1 Annual Reports
on Form 11-K for the Thrift Plan of Phillips Petroleum Company,
the Long-Term Stock Savings Plan of Phillips Petroleum Company
and the Retirement Savings Plan of Phillips Petroleum Company.


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                   PHILLIPS PETROLEUM COMPANY

                       INDEX TO EXHIBITS

Exhibit
Number                         Description
-------                        -----------

  3(i)    Restated Certificate of Incorporation, as filed with
            the State of Delaware July 17, 1989 (incorporated by
            reference to Exhibit 3(i) to Annual Report on
            Form 10-K for the year ended December 31, 1995).

  (ii)    Bylaws of Phillips Petroleum Company, as amended
            effective September 13, 1999 (incorporated by
            reference to Exhibit 3(ii) to Quarterly Report on
            Form 10-Q for the quarterly period ended
            September 30, 1999).

  4(a)    Indenture dated as of September 15, 1990, between
            Phillips Petroleum Company and U.S. Bank Trust
            National Association, formerly First Trust National
            Association (formerly Continental Bank, National
            Association), relating to the 9 1/2% Notes due 1997
            and the 9 3/8% Notes due 2011 (incorporated by
            reference to Exhibit 4(a) to Annual Report on
            Form 10-K for the year ended December 31, 1996).

   (b)    Indenture dated as of September 15, 1990, as
            supplemented by Supplemental Indenture No. 1 dated
            May 23, 1991, between Phillips Petroleum Company and
            U.S. Bank Trust National Association, formerly First
            Trust National Association (formerly Continental
            Bank, National Association), relating to the 9.18%
            Notes due September 15, 2021; the 9% Notes due 2001;
            the 8.86% Notes due May 15, 2022; the 8.49% Notes due
            January 1, 2023; the 7.92% Notes due April 15, 2023;
            the 7.20% Notes due November 1, 2023; the 6.65% Notes
            due March 1, 2003; the 7.125% Debentures due
            March 15, 2028; the 6.65% Debentures due July 15,
            2018; the 7% Debentures due 2029; and the 6 3/8%
            Notes due 2009 (incorporated by reference to Exhibit
            4(b) to Annual Report on Form 10-K for the year ended
            December 31, 1997).

   (c)    Preferred Share Purchase Rights as described in the
            Rights Agreement dated as of August 1, 1999, between
            Phillips Petroleum Company and ChaseMellon
            Shareholder Services, L.L.C. (incorporated by
            reference to Exhibit 4.1 to Current Report on
            Form 8-K filed July 12, 1999).


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                   PHILLIPS PETROLEUM COMPANY

                       INDEX TO EXHIBITS
                          (Continued)

Exhibit
Number                         Description
-------                        -----------

          The company incurred during 1999 certain long-term
            debt not registered pursuant to the Securities
            Exchange Act of 1934.  No instrument with respect to
            such debt is being filed since the total amount of
            the securities authorized under any such instrument
            did not exceed 10 percent of the total assets of the
            company on a consolidated basis.  The company hereby
            agrees to furnish to the U.S. Securities and Exchange
            Commission upon its request a copy of such instrument
            defining the rights of the holders of such debt.

Material Contracts

 10(a)    Trust Agreement dated December 12, 1995, between
            Phillips Petroleum Company and Vanguard Fiduciary
            Trust Company, as Trustee of the Phillips Petroleum
            Company Compensation and Benefits Arrangements Stock
            Trust (incorporated by reference to Exhibit 10(c) to
            Annual Report on Form 10-K for the year ended
            December 31, 1995).

   (b)    Contribution Agreement, dated as of December 16, 1999,
            by and among Phillips Petroleum Company, Duke Energy
            Corporation and Duke Energy Field Services, L.L.C.
            (incorporated by reference to Exhibit 99.1 to Current
            Report on Form 8-K, filed December 23, 1999).

   (c)    Governance Agreement, dated as of December 16, 1999, by
            and among Phillips Petroleum Company, Duke Energy
            Corporation and Duke Energy Field Services, L.L.C.
            (incorporated by reference to Exhibit 99.2 to Current
            Report on Form 8-K, filed December 23, 1999).

Management Contracts and Compensatory Plans or Arrangements

 10(d)    1986 Stock Plan of Phillips Petroleum Company
            (incorporated by reference to Exhibit 10(d) to Annual
            Report on Form 10-K for the year ended December 31,
            1997).


                                3
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                   PHILLIPS PETROLEUM COMPANY

                       INDEX TO EXHIBITS
                          (Continued)

Exhibit
Number                         Description
-------                        -----------

 10(e)    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).

   (f)    Annual Incentive Compensation Plan of Phillips
            Petroleum Company (incorporated by reference to
            Exhibit 10(f) to Annual Report on Form 10-K for the
            year ended December 31, 1997).

   (g)    Incentive Compensation Plan of Phillips Petroleum
            Company.*

   (h)    Principal Corporate Officers Supplemental Retirement
            Plan of Phillips Petroleum Company (incorporated by
            reference to Exhibit 10(h) to Annual Report on
            Form 10-K for the year ended December 31, 1995).

   (i)    Phillips Petroleum Company Supplemental Executive
            Retirement Plan (incorporated by reference to
            Exhibit 10(c) to Quarterly Report on Form 10-Q for
            the quarterly period ended June 30, 1999).

   (j)    Key Employee Deferred Compensation Plan of Phillips
            Petroleum Company.*

   (k)    Non-Employee Director Retirement Plan of Phillips
            Petroleum Company (incorporated by reference to
            Exhibit 10(k) to Annual Report on Form 10-K for the
            year ended December 31, 1997).

   (l)    Omnibus Securities Plan of Phillips Petroleum Company
            (incorporated by reference to Exhibit 10(l) to Annual
            Report on Form 10-K for the year ended December 31,
            1997).

   (m)    Deferred Compensation Plan for Non-Employee Directors
            of Phillips Petroleum Company (incorporated by
            reference to Exhibit 10(m) to Annual Report on
            Form 10-K for the year ended December 31, 1998).


                                4

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                   PHILLIPS PETROLEUM COMPANY

                       INDEX TO EXHIBITS
                          (Continued)

Exhibit
Number                         Description
-------                        -----------

 10(n)    Key Employee Missed Credited Service Retirement Plan of
            Phillips Petroleum Company (incorporated by reference
            to Exhibit 10(n) to Annual Report on Form 10-K for
            the year ended December 31, 1998).

   (o)    Phillips Petroleum Company Stock Plan for Non-Employee
            Directors (incorporated by reference to Exhibit 10(o)
            to Annual Report on Form 10-K for the year ended
            December 31, 1998).

   (p)    Key Employee Supplemental Retirement Plan of Phillips
            Petroleum Company (incorporated by reference to
            Exhibit 10(b) to Quarterly Report on Form 10-Q for
            the quarterly period ended June 30, 1999).

   (q)    Defined Contribution Makeup Plan of Phillips Petroleum
            Company.*

   (r)    Phillips Petroleum Company Executive Severance Plan
            (incorporated by reference to Exhibit 10(a) to
            Quarterly Report on Form 10-Q for the quarterly
            period ended June 30, 1999).

 12       Computation of Ratio of Earnings to Fixed Charges.*

 21       List of Subsidiaries of Phillips Petroleum Company.*

 23       Consent of Independent Auditors.*

 27       Financial Data Schedule.*

 99(a)    Form 11-K, Annual Report, of the Thrift Plan of
            Phillips Petroleum Company for the fiscal year ended
            December 31, 1999.

   (b)      Form 11-K, Annual Report, of the Long-Term Stock
            Savings Plan of Phillips Petroleum Company for the
            fiscal year ended December 31, 1999.


                                5

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                   PHILLIPS PETROLEUM COMPANY

                       INDEX TO EXHIBITS
                          (Continued)

Exhibit
Number                         Description
-------                        -----------

 99(c)    Form 11-K, Annual Report, of the Retirement Savings
            Plan of Phillips Petroleum Company for the fiscal
            year ended December 31, 1999.


*Filed with the original Annual Report on Form 10-K for the year
 ended December 31, 1999.


Copies of the exhibits listed in this Index to Exhibits are
available upon request for a fee of $3.00 per document.  Such
request should be addressed to:

                     Secretary
                     Phillips Petroleum Company
                     1234 Adams Building
                     Bartlesville, OK  74004


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                           SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this amendment to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                  PHILLIPS PETROLEUM COMPANY



                                    /s/ Rand C. Berney
                                 -----------------------------
                                        Rand C. Berney
                                 Vice President and Controller
                                    (Chief Accounting and
                                   Duly Authorized Officer)

June 23, 2000


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