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




                            FORM 8-K

                         CURRENT REPORT




                Pursuant to Section 13 or 15(d)
             of the Securities Exchange Act of 1934



        Date of Report (Date of earliest event reported)
                         August 1, 2000



                   PHILLIPS PETROLEUM COMPANY
     (Exact name of registrant as specified in its charter)



    Delaware                1-720                  73-0400345
(State or other          (Commission             (IRS Employer
jurisdiction of          File Number)         Identification No.)
incorporation)



      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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Item 2.  Acquisition of Assets.

On April 26, 2000, Phillips Petroleum Company, a Delaware
corporation (Phillips or the company), completed the purchase of
all of Atlantic Richfield Company's (ARCO) Alaskan oil and gas
properties, along with the related marine assets that were
operating.  The purchase was effective as of January 1, 2000,
with appropriate adjustments to give the parties the benefit of
the transaction as if it had been consummated at that earlier
date.  The businesses acquired on April 26, 2000, represented
approximately 84 percent and 92 percent, respectively, of ARCO
Alaska Combined Operations historical revenues and net income for
the year ended December 31, 1999.  The acquisition included
ARCO's interest in the Prudhoe Bay field and related fields; a
55 percent interest in the greater Kuparuk area; a 78 percent
interest in the Alpine field; and 1.1 million net exploration
acres, as well as the operating marine assets.

On August 1, 2000, Phillips completed the balance of the
acquisition (three double-hulled tankers under construction and
certain pipeline assets, including a 22.3 percent interest in the
Trans Alaska Pipeline System).  This closing brings the total
cash paid and debt assumed to just under $6.5 billion.

The press release issued by Phillips in connection with the
completion of the purchase is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.

The company paid approximately $5.5 billion in cash on April 26,
for the oil and gas properties; the estimated fair value of crude
oil inventory in pipelines, tanks and tankers; and the operating
marine assets.  On August 1, 2000, upon the closing of the
purchase of the remaining assets, Phillips paid approximately
$700 million for the pipelines and the tankers under
construction, and assumed $265 million of variable-rate, long-
term debt.

Under the terms of the purchase agreement, the company is also
obligated to pay up to $500 million over the five years ending
December 31, 2004.  Formula-based contingent monthly payments are
required when New York Mercantile Exchange West Texas
Intermediate crude oil prices exceed $25 per barrel.  The
$5.5 billion payment made on April 26, 2000, included $73 million
for these formula-based payments for the three-month period
ending March 31, 2000.  For the period March 31, 2000, through
June 30, 2000, Phillips paid approximately $65 million of such
payments.  Formula-based payments for July business are estimated
to be $34 million, leaving an estimated $328 million that may
have to be paid.  The final purchase price is also subject to
change based on the results of a post-closing audit.


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Item 7.  Financial Statements and Exhibits.

(a)  Financial Statements of Businesses Acquired.

     The audited ARCO Alaska Combined Operations financial
     statements for the three years ended December 31, 1999, were
     included in Phillips Petroleum Company's Current Report on
     Form 8-K, filed on April 18, 2000.


(b)  Pro Forma Financial Information.

     Unaudited pro forma financial information reflecting the
     impact of Phillips' acquisition of all of ARCO's Alaskan
     businesses was reported in Phillips Petroleum Company's
     Current Reports on Form 8-K filed on May 8, 2000, and
     May 18, 2000.  The pro forma financial statements in the
     Form 8-K filed on May 8, 2000, reported the impact of the
     transaction on Phillips' December 31, 1999, balance sheet
     and its income statement for the year ending on December 31,
     1999.  The pro forma financial statements in the Form 8-K
     filed on May 18, 2000, reported the impact of the
     transaction on Phillips' first quarter 2000 income statement
     and balance sheet at March 31, 2000.


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(c) Exhibits.

    99.1  Press release, dated August 3, 2000.


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                           SIGNATURE

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


                                      PHILLIPS PETROLEUM COMPANY



                                        /s/ Rand C. Berney
August 8, 2000                      -----------------------------
                                            Rand C. Berney
                                    Vice President and Controller


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