As filed with the Securities and Exchange Commission on
                       September 18, 2001
                                       Registration No. 333-55932
-----------------------------------------------------------------

             U.S. SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                     -----------------------

                 Post-Effective Amendment No. 1
                               on
                            FORM S-8
                               to
                            Form S-4
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
                   --------------------------

                   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)


           TOSCO CORPORATION CAPITAL ACCUMULATION PLAN
                    (Full title of the plan)


                         John A. Carrig
        Senior Vice President and Chief Financial Officer
                      18 Phillips Building
                  Bartlesville, Oklahoma  74004
             (Name and address of agent for service)

                          918-661-9037
  (Telephone number, including area code, of agent for service)

                      -------------------

Approximate date of commencement of proposed sale of securities
pursuant to the Plan:  Promptly after the filing of this Post-
Effective Amendment.


<PAGE>



                 CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------
                             Proposed      Proposed
                              maximum       maximum
     Title of       Amount   offering     aggregate     Amount of
securities to        to be  price per      offering  registration
be registered   registered   share(1)      price(1)        fee(1)
-----------------------------------------------------------------

Common Stock
  ($1.25 par
  value......    2,000,000        N/A           N/A           N/A
                    shares
-----------------------------------------------------------------

In addition, pursuant to Rule 416(c) under the Securities Act of
1933 (the Act), this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant
to the employee benefit plan described herein.

                         ---------------

(1) The proposed maximum offering price was calculated and the
fee was previously paid in connection with Phillips Petroleum
Company's filing of the Registration Statement on Form S-4
(Registration No. 333-55932) with the U.S. Securities and
Exchange Commission on February 20, 2001.

                     Introductory Statement

This Post-Effective Amendment No. 1 on Form S-8 amends the
Registration Statement (Registration No. 333-55932) previously
filed on Form S-4 by Phillips Petroleum Company, a Delaware
Corporation, in connection with the acquisition of Tosco
Corporation by Phillips Petroleum Company through the merger of
Ping Acquisition Corp., a wholly owned subsidiary of Phillips
Petroleum Company, with and into Tosco Corporation, with Tosco
Corporation surviving the merger as a wholly owned subsidiary of
Phillips Petroleum Company.  The merger was completed
September 14, 2001.

This Post-Effective Amendment No. 1 on Form S-8 relates to the
sale of up to 2,000,000 shares of common stock of Phillips
Petroleum Company, par value $1.25 per share, issuable under the
Tosco Corporation Capital Accumulation Plan.

In connection with the filing of the original Registration
Statement, 130,000,000 shares of common stock were registered and
the applicable filing fee was paid.  The number of shares so
registered pursuant to the original Registration Statement were
those shares expected to be issued to the holders of the common
stock of Tosco Corporation, including those holding Tosco
Corporation common stock in the Tosco Corporation Capital
Accumulation Plan.


                                2

<PAGE>


                             PART I

The documents containing the information specified in this Part I
will be sent or given to employees as specified by Rule 428(b)(1)
under the Act.










                                3

<PAGE>



                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The documents listed below have been filed by Phillips
Petroleum Company or Tosco Corporation with the Commission and
are incorporated herein by reference:

     (a)  Phillips Petroleum Company's Annual Report on Form 10-K
          for the year ended December 31, 2000, as amended,
          File No. 1-720;

     (b)  The Tosco Corporation Capital Accumulation Plan's
          Annual Report on Form 11-K for the fiscal year ended
          December 31, 2000, File No. 1-7910;

     (c)  Phillips Petroleum Company's Quarterly Reports on
          Form 10-Q for the three months ended March 31, 2001,
          and the six months ended June 30, 2001, File
          Nos. 1-720;

     (d)  Phillips Petroleum Company's Current Reports on
          Form 8-K, filed on February 5, February 21, April 11,
          and September 18, 2001, File Nos. 1-720;

     (e)  The description of Phillips Petroleum Company's common
          stock which is contained in its Registration Statement
          filed under Section 12 of the Securities Exchange Act
          of 1934, including any amendments or reports filed for
          the purpose of updating such description.

     All documents subsequently filed by the Registrant or the
Plan pursuant to Sections 13, 14 and 15(d) of the Securities
Exchange Act of 1934 after the date of this Registration
Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration
Statement from the date of filing of such documents.

                             Experts

     The consolidated financial statements and schedule of
Phillips Petroleum Company appearing in its Annual Report on
Form 10-K for the year ended December 31, 2000, as amended, have
been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon included therein and incorporated


                                4

<PAGE>



herein by reference.  Such consolidated financial statements and
schedule are incorporated herein by reference in reliance upon
such report given on the authority of such firm as experts in
accounting and auditing.

     The financial statements and supplemental schedule
incorporated in this Post-Effective Amendment No. 1 on Form S-8
to the Form S-4 Registration Statement (Registration
No. 333-55932) by reference to the Annual Report on Form 11-K of
Tosco Corporation Capital Accumulation Plan for the year ended
December 31, 2000 have been so incorporated in reliance on the
reports of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of said firm as experts in auditing and
accounting.


Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     The Indemnification provisions of the registrant's bylaws
are supplemented by directors' and officers' liability insurance
with a limit of $300 million, which insurance is subject to a
number of exclusions, deductibles and conditions.


Item 8.  EXHIBITS

     The following exhibits are filed herewith or incorporated by
reference in accordance with Rule 411 of the General Rules and
Regulations under the Securities Act of 1933, as indicated in the
parentheses following the description of each exhibit:

Exhibit 4      Tosco Corporation Capital Accumulation Plan, with
               amendments.

Exhibit 5      Opinion of Counsel.

Exhibit 23(a)  Consent of Ernst & Young LLP.

          (b)  Consent of PricewaterhouseCoopers LLP.

          (c)  Consent of Robert C. Koch, Esq. (included in
               Exhibit 5 above).

Exhibit 24(a)  Powers of Attorney (incorporated by reference to
               Exhibit 24.01 of the Registration Statement on
               Form S-4 (Registration No. 333-55932) filed
               February 20, 2001).


                                5

<PAGE>



     In lieu of the opinion of counsel or determination letter
contemplated by Item 601(b)(5)(ii) of Regulation S-K, the
Registrant hereby undertakes that the Internal Revenue Service
(IRS) determined on September 21, 1995, that the Tosco
Corporation Capital Accumulation 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.


Item 9.  UNDERTAKING

     The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:

     (i)  To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

     (ii)  To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;

     (iii)  To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
of this section do not apply if the registration statement is on
Form S-3, Form S-8 or Form F-3, and the information required to
be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.


                                6

<PAGE>



     (2)  That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.

     (3)  To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

     (4)  That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.


                                7

<PAGE>



                            SIGNATURE

     Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing this
post-effective amendment on Form S-8 to the Registration
Statement on Form S-4 (Registration No. 333-55932) and has duly
caused this post-effective amendment on Form S-8 to the
Registration Statement on Form S-4 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of
Bartlesville, State of Oklahoma, on September 18, 2001.

                                   PHILLIPS PETROLEUM COMPANY

                                          John A. Carrig
                                       Senior Vice President
                                    and Chief Financial officer

                                     /s/ John A. Carrig
                               ----------------------------------
                                         John A. Carrig


     Pursuant to the requirements of the Securities Act of 1933,
this post-effective amendment on Form S-8 to the Registration
Statement on Form S-4 (Registration No. 333-55932) has been
signed by the following persons in the capacities and on the date
indicated.

         Signature                   Title               Date
         ---------                   -----               ----

Principal executive officer
       J. J. Mulva              Chairman of the
                              Board of Directors
  /s/ John A. Carrig          and Chief Executive
---------------------------         Officer       September 18, 2001
      John A. Carrig
     Attorney-in-Fact


Principal financial officer
      John A. Carrig         Senior Vice President
                              and Chief Financial
  /s/ John A. Carrig                Officer
---------------------------                       September 18, 2001
      John A. Carrig


                                8

<PAGE>



         Signature                   Title               Date
         ---------                   -----               ----

Principal accounting officer

  /s/ Rand C. Berney           Vice President and
----------------------------       Controller     September 18, 2001
      Rand C. Berney                                        --


Norman R. Augustine
David L. Boren
Robert E. Chappell, Jr.
Robert M. Devlin
Larry D. Horner
J. J. Mulva
Randall L. Tobias
Victoria J. Tschinkel
Kathryn C. Turner


By   /s/ John A. Carrig            Directors      September 18, 2001
   -------------------------                                --
        John A. Carrig
       Attorney-in-Fact



     Pursuant to the requirements of the Securities Act of 1933,
the Tosco Corporation Capital Accumulation Plan has duly caused
this post-effective amendment on Form S-8 to the Registration
Statement on Form S-4 (Registration No. 333-55932) to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Bartlesville, State of Oklahoma, on the 18th day of
                                                ----
September 2001.

                                           Tosco Corporation
                                       Capital Accumulation Plan



                                        /s/ Rand C. Berney
                                     ------------------------------
                                            Rand C. Berney
                                                Member
                                           Tosco Corporation
                                       Capital Accumulation Plan
                                               Committee


                                9

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