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, 1998
                        ------------------------------------

                           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 24, 1999


                                 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, 1998 ...................................    5


  Statement of Net Assets Available for Benefits
    at December 31, 1997 ...................................    6


  Statement of Changes in Net Assets Available for Benefits
    for the Year Ended December 31, 1998 ...................    7


  Statement of Changes in Net Assets Available for Benefits
    for the Year Ended December 31, 1997 ...................    8


  Notes to Financial Statements ............................    9


Supplemental Schedules

  Schedule of Assets Held for Investment Purposes at
    December 31, 1998, Line 27a ............................   14

  Schedule of Reportable Transactions for the Year Ended
    December 31, 1998, Line 27d ............................   15


                                 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, 1998 and 1997, and
the related statements of changes in net assets available for
benefits for the years then ended.  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 generally accepted
auditing standards.  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, 1998 and 1997,
and the changes in its net assets available for benefits for the
years then ended, in conformity with generally accepted
accounting principles.

Our audits were performed for the purpose of forming an opinion
on the basic financial statements taken as a whole.  The
accompanying supplemental schedules of assets held for investment
purposes as of December 31, 1998, 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 fund information in the statements of net assets available
for benefits and the statements of changes in net assets
available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for


                                 3

<PAGE>



benefits and changes in net assets available for benefits of each
fund.  The supplemental schedules and fund information have been
subjected to the auditing procedures applied in our audits of the
basic financial statements and, in our opinion, are fairly stated
in all material respects in relation to the basic financial
statements taken as a whole.


                                 /s/ Ernst & Young LLP

                                     ERNST & YOUNG LLP

Tulsa, Oklahoma
June 24, 1999


                                 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
=====================================================================


Number of Units                        121,646    91,797      920,910
Unit Values                           $10.0000    6.1566      10.0000
---------------------------------------------------------------------
See Notes to Financial Statements.


                                   5

<PAGE>



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


At December 31, 1997*

                                                                 Non-
                                                          Participant
                                    Participant Directed     Directed
                                    --------------------  -----------
                                         Fixed                  Fixed
                                    Investment     Stock   Investment
                             Total        Fund      Fund         Fund
                       ---------------------------------  -----------
Assets
Investments
  Insurance contract   $ 9,969,068   1,185,937         -    8,783,131
  Common stock             629,402           -   629,402            -
  Money market fund          1,614           -     1,614            -
---------------------------------------------------------------------
                        10,600,084   1,185,937   631,016    8,783,131
Interest Receivable             13           -        13
Employer Contributions
  Receivable                49,987           -         -       49,987
---------------------------------------------------------------------
Total Assets            10,650,084   1,185,937   631,029    8,833,118
---------------------------------------------------------------------

Net Assets Available
  for Benefits         $10,650,084   1,185,937   631,029    8,833,118
=====================================================================


Number of Units                        263,132    90,539    1,959,866
Unit Values                            $4.5070    6.9697       4.5070
---------------------------------------------------------------------
See Notes to Financial Statements.
*Reclassified to conform to current presentation.


                                   6

<PAGE>



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


Year Ended December 31, 1998

                                                                 Non-
                                                          Participant
                                    Participant Directed     Directed
                                    --------------------  -----------
                                         Fixed                  Fixed
                                    Investment     Stock   Investment
                             Total        Fund      Fund         Fund
                       ---------------------------------  -----------
Additions
Participating Employer
  Contributions        $   345,497           -         -      345,497
---------------------------------------------------------------------
Investment Income
  Interest                 634,147      74,219        90      559,838
  Dividends                 17,715           -    17,715            -
  Net depreciation of
    common stock           (78,095)          -   (78,095)           -
---------------------------------------------------------------------
                           573,767      74,219   (60,290)     559,838
---------------------------------------------------------------------
Total                      919,264      74,219   (60,290)     905,335
---------------------------------------------------------------------

Deductions
Withdrawals and
  Distributions            578,635      43,694     5,584      529,357
---------------------------------------------------------------------

Net Increase (Decrease)    340,629      30,525   (65,874)     375,978

Net Assets Available
  for Benefits
Beginning of Year       10,650,084   1,185,937   631,029    8,833,118
---------------------------------------------------------------------

End of Year            $10,990,713   1,216,462   565,155    9,209,096
=====================================================================
See Notes to Financial Statements.


                                   7

<PAGE>



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


Year Ended December 31, 1997*

                                                                  Non-
                                                           Participant
                                     Participant Directed     Directed
                                     --------------------  -----------
                                         Fixed                   Fixed
                                    Investment      Stock   Investment
                             Total        Fund       Fund         Fund
                       ----------------------------------  -----------
Additions
Participating Employer
  Contributions        $   390,303           -          -      390,303
----------------------------------------------------------------------
Investment Income
  Interest                 623,755      75,468        259      548,028
  Dividends                 20,747           -     20,747            -
  Net appreciation of
    common stock            32,832           -     32,832            -
----------------------------------------------------------------------
                           677,334      75,468     53,838      548,028
----------------------------------------------------------------------
Total                    1,067,637      75,468     53,838      938,331
----------------------------------------------------------------------

Deductions
Withdrawals and
  Distributions          1,099,496      97,902    227,286      774,308
----------------------------------------------------------------------

Net Increase (Decrease)    (31,859)    (22,434)  (173,448)     164,023

Net Assets Available
  for Benefits
Beginning of Year       10,681,943   1,208,371    804,477    8,669,095
----------------------------------------------------------------------

End of Year            $10,650,084   1,185,937    631,029    8,833,118
======================================================================
See Notes to Financial Statements.
*Reclassified to conform to current presentation.


                                   8

<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 was known as the Retirement Savings Plan of Phillips
Petroleum Company Subsidiaries until December 7, 1994.

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, 1998 and 1997, 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); 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


                                 9

<PAGE>



securities).  WestStar Bank, Bartlesville, Oklahoma, served as
Trustee for all plan assets prior to the close of business on
February 28, 1996, when the Trustee was changed to Vanguard
Fiduciary Trust Company (Vanguard), P.O. Box 2900, Valley Forge,
Pennsylvania 19482-2900.  Effective with the change in Trustee,
the Company became contractholder of the insurance contract with
Travelers for the Fixed Fund.  This change in contractholder does
not affect participant benefits.  The interests of participants
in each fund are represented by units allocated to them.  Unit
values reflected in the accompanying statements are based on
aggregate fund values and aggregate units.

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.


                                10

<PAGE>



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.

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
generally accepted accounting principles requires estimates and
assumptions that affect the amounts reported in the financial
statements and accompanying notes.  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.


                                11

<PAGE>



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.


Note 5--Insurance Contract

The average yield and crediting interest rate of the Fixed Fund
insurance contract was 6.40 percent and 6.50 percent in 1998 and
1997, respectively.  The crediting interest rate, 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 $74,818 and $14,600 in 1998 and 1997,
respectively.


Note 7--Fixed Fund Unit Values

When the plan recordkeeping function was transferred from
Travelers to Vanguard in early 1998, the initial value of each
unit in the Fixed Fund was set at $10.  Company contributions and
interest earnings result in an increase in the total number of
units outstanding, resulting in a constant unit value of $10.
Had a $10 unit value been applied to the Fixed Fund's net assets
available for benefits at December 31, 1997, there would have
been 1,001,906 units outstanding.


Note 8--Impact of Year 2000 (Unaudited)

Phillips does not expect the Year 2000 issue to have a
significant effect on Plan operations.  Phillips' applications
software associated with the Plan is now Year 2000 compliant.
All necessary Year 2000 remediation and testing have been
completed and the Year-2000-compliant version of the software has
been implemented.


                                12

<PAGE>



The critical suppliers associated with the Plan, in particular
Vanguard, have been assessed with regard to their progress toward
becoming Year 2000-ready.  All critical suppliers have been
judged by Phillips to be making adequate progress.  Phillips
plans to continue to monitor the critical suppliers through year-
end 1999.  Business continuity planning efforts associated with
the Plan have also been completed by Phillips.

However, an unexpected failure to adequately address this issue
could result in an interruption of normal Plan operations and
activities.


                                13

<PAGE>

<TABLE>
<CAPTION>


------------------------------------------------------------------------------------
Schedule of Assets Held                                   Retirement Savings Plan of
For Investment Purposes                                   Phillips Petroleum Company
Line 27a                                                    EIN 73-0400345, Plan 010


At December 31, 1998


(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               $10,374,983    10,374,983

Phillips Petroleum     13,208 shares of common stock,
  Company*               $1.25 par value                       230,055       562,991

Vanguard Fiduciary     2,153 units of participation
  Trust Company*         in the Vanguard Prime Money
                         Market Fund, $1.00 par value            2,153         2,153
------------------------------------------------------------------------------------

                                                           $10,607,191    10,940,127
====================================================================================
*Party-in-interest

</TABLE>

                                 14

<PAGE>



-----------------------------------------------------------------
Schedule of Reportable Transactions    Retirement Savings Plan of
Line 27d                               Phillips Petroleum Company
Series of Transactions in Excess       EIN 73-0400345, Plan 010
  of 5 Percent of Net Assets


Year Ended December 31, 1998

(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**                   $978,966     573,051              -
-----------------------------------------------------------------
 *This is also the cost of purchases and current value of sales
 at time of transaction.
**Party-in-interest

Columns (e), (f), (g) and (h) are not applicable.


                                15

<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 24, 1999, 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,
1998.


                                  /s/ Ernst & Young LLP

                                      ERNST & YOUNG LLP

Tulsa, Oklahoma
June 24, 1999


<PAGE>