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

                                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 14, 1998 (incorporated by
           reference to Exhibit 3(ii) to Quarterly Report on
           Form 10-Q for the quarterly period ended
           September 30, 1998).

  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; and the 6.65% Debentures due July 15,
           2018 (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 July 10, 1989, between
           Phillips Petroleum Company and Chemical Bank
           (formerly Manufacturers Hanover Trust Company)
           (incorporated by reference to Exhibit 4(c) to Annual
           Report on Form 10-K for the year ended December 31,
           1995).


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                    PHILLIPS PETROLEUM COMPANY

                        INDEX TO EXHIBITS
                           (Continued)

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

  4(d)   Amendment dated May 16, 1990, to the Rights Agreement
           dated July 10, 1989, between Phillips Petroleum
           Company and Chemical Bank (formerly Manufacturers
           Hanover Trust Company) (incorporated by reference to
           Exhibit 4(d) to Annual Report on Form 10-K for the
           year ended December 31, 1996).

         The company incurred during 1998 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)   Agreement dated December 23, 1984, among Mesa Partners
           and related entities and Phillips Petroleum Company
           and the schedules, annexes and exhibit thereto
           (incorporated by reference to Exhibit 10(a) to Annual
           Report on Form 10-K for the year ended December 31,
           1995).

   (b)   Letter Agreement dated December 23, 1984, among Mesa
           Partners and related entities and Phillips Petroleum
           Company (incorporated by reference to Exhibit 10(b)
           to Annual Report on Form 10-K for the year ended
           December 31, 1995).

   (c)   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).


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                    PHILLIPS PETROLEUM COMPANY

                        INDEX TO EXHIBITS
                           (Continued)

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

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).

   (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 (incorporated by reference to Exhibit 10(g)
           to Annual Report on Form 10-K for the year ended
           December 31, 1994).

   (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.*

   (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).


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                    PHILLIPS PETROLEUM COMPANY

                        INDEX TO EXHIBITS
                           (Continued)

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

 10(m)   Deferred Compensation Plan for Non-Employee Directors
           of Phillips Petroleum Company.*

   (n)   Key Employee Missed Credited Service Retirement Plan of
           Phillips Petroleum Company.*

   (o)   Phillips Petroleum Company Stock Plan for Non-Employee
           Directors.*

   (p)   Key Employee Supplemental Retirement Plan of Phillips
           Petroleum Company.*

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

 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, 1998.

   (b)   Form 11-K, Annual Report, of the Long-Term Stock
           Savings Plan of Phillips Petroleum Company for the
           fiscal year ended December 31, 1998.

   (c)   Form 11-K, Annual Report, of the Retirement Savings
           Plan of Phillips Petroleum Company for the fiscal
           year ended December 31, 1998.

*Filed with the original Annual Report on Form 10-K for the year
 ended December 31, 1998.


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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 24, 1999


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