SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                            SCHEDULE 14A INFORMATION
                Proxy Statement Pursuant to Section 14(a) of the
                Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:

/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
    Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12


                           PHILLIPS PETROLEUM COMPANY
-----------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)


 -----------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

    1) Title of each class of securities to which transaction applies:


       ----------------------------------------------------------------------
    2) Aggregate number of securities to which transaction applies:


       ----------------------------------------------------------------------
    3) Per unit price or other underlying value of transaction computed
       pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
       filing fee is calculated and state how it was determined):


       ----------------------------------------------------------------------
    4) Proposed maximum aggregate value of transaction:


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

    5) Total fee paid:


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

/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
    0-11(a)(2) and identify the filing for which the offsetting fee was
    paid previously. Identify the previous filing by registration statement
    number, or the Form or Schedule and the date of its filing.

    1) Amount Previously Paid:

    ___________________________________________________________________________
    2) Form, Schedule or Registration Statement No.:

    ___________________________________________________________________________
    3) Filing Party:

    ___________________________________________________________________________
    4) Date Filed:

    ___________________________________________________________________________



<PAGE>



                                                        Definitive Copy A

                            PHILLIPS' Shield


PROXY                                                            PROXY

      THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

                      PHILLIPS PETROLEUM COMPANY

                      Annual Meeting May 12, 1997


The undersigned hereby appoints W. ALLEN, G. BEITZEL and J. EDWARDS as
proxy holders with power of substitution, or, if all do not act on a
matter, those who do act, to vote all stock which the undersigned could
vote at the Company's annual stockholders' meeting to be held at the Adams
Building, 4th Street and Keeler Avenue, Bartlesville, Oklahoma, on May 12,
1997, at 10 a.m., and at any adjournment thereof, in the manner stated
herein as to the following matters and in their discretion on any other
matters that come before the meeting, all as described in the Notice and
Proxy Statement.


                 This Proxy is Continued on the Reverse Side
             Please Sign on the Reverse Side and Return Promptly

                          ^FOLD AND DETACH HERE^

<PAGE>


This Proxy will be voted or not voted as you direct below. In the absence
of such direction, it will be voted FOR Directors, and FOR Proposal 1.

                                           Please mark
                                          your votes as  [X]
                                          indicated in
                                          this example



Company recommends a vote FOR: ELECTION OF DIRECTORS: Nominees: W. Allen,
N. Augustine, G. Beitzel, D. Boren, C. Bowerman, R. Chappell, Jr.,
L. Eagleburger, J. Edwards, L. Horner, J. Mulva, R. Tobias, V. Tschinkel
and K. Turner.

   VOTE FOR          VOTE WITHHELD       *To withhold authority to vote for
   all nominees      for all nominees     any nominee write that nominee's
   listed above*     listed above         name on the space below.

     [ ]                [ ]               ---------------------------------



Company recommends a vote FOR:
Proposal 1 to approve the
designation of the independent
auditors, Ernst & Young LLP.

 FOR       AGAINST      ABSTAIN

 [ ]         [ ]          [ ]


                                              I PLAN TO ATTEND THE [ ]
                                                 ANNUAL MEETING



Please mark, date, sign and return this proxy card promptly. To vote in
accordance with the Company's recommendations no boxes need be checked.


Dated:______________________, 1997

__________________________________

__________________________________

  Signature(s) of Stockholder(s)

Your signature(s) on this proxy form should be exactly the same as the
name(s) imprinted hereon. Persons signing as executors, administrators,
trustees, or in similar capabilities, should so indicate.


                        ^FOLD AND DETACH HERE^

<PAGE>


                                                        Definitive Copy B

                                                           THRIFT/LTSSP


                  Vanguard Fiduciary Trust Company
                          P.O. Box 2900
                     Valley Forge, PA  19482

            IMPORTANT THRIFT/LTSSP VOTING INSTRUCTIONS

We at Vanguard are pleased to be the Trustee for the Thrift Plan of
Phillips Petroleum Company ("Thrift Plan") and the Long-Term Stock Savings
Plan of Phillips Petroleum Company ("LTSSP").

This package contains your confidential voting direction forms to instruct
the Trustee of the Thrift Plan and LTSSP how to vote shares of Phillips
Petroleum Company common stock described on the enclosed forms.  The voting
will take place at the Phillips Petroleum Company Annual Meeting of
Stockholders to be held at the Adams Building, 4th Street and Keeler
Avenue, Bartlesville, Oklahoma, on May 12, 1997 at 10:00 a.m.

Also enclosed is the Company's Notice and Proxy Statement for the 1997
Annual Meeting.  The Company's 1996 Annual Report was mailed to you
separately prior to the Proxy Statement mailing.  Please use these to help
you decide how to direct the way the Trustee (Vanguard Fiduciary Trust
Company) should vote.

PLEASE FOLLOW THE INSTRUCTIONS LISTED BELOW CAREFULLY.

NOTE: Only the voting form(s) that apply to you are enclosed.

Step 1 Complete the voting directions on the back of the form(s) enclosed
       if you wish to direct the Trustee to vote shares representing your
       interest in the Thrift Plan and/or LTSSP.  The approximate number of
       equivalent shares in your account as of February 28, 1997 is
       indicated on the card.

Step 2 If you were an employee on the Voting Determination Date (February
       28, 1997) and if you wish to vote your pro rata portion of the
       unallocated LTSSP shares and the non-directed allocated shares in
       LTSSP and in the Thrift Plan as a fiduciary, complete the fiduciary
       voting directions on the back of the form(s) enclosed.

Step 3 Date and sign the front of all form(s).  Your signature should be
       exactly the same as the name printed on the left side of the
       form(s).

Step 4 Fold and detach at each perforation.

Step 5 Enclose the form(s) in the postage prepaid return envelope to
       Vanguard Fiduciary Trust Company.  The form(s) must be mailed in
       advance so that the Trustee will receive them by May 5, 1997 or your
       instructions for voting will not be counted.  DO NOT RETURN THIS
       FORM TO PHILLIPS PETROLEUM COMPANY.

YOUR VOTING DIRECTIONS ARE IMPORTANT.  THE THRIFT PLAN AND LTSSP
PARTICIPANTS WHO DIRECT THE TRUSTEE HOW TO VOTE SHARES HELD BY THESE PLANS
HAVE AN IMPORTANT VOICE IN MATTERS WHICH AFFECT PHILLIPS PETROLEUM COMPANY.

<PAGE>



                                                         Definitive Copy C

                 THRIFT PLAN OF PHILLIPS PETROLEUM COMPANY

                                 THRIFT

      PLEASE COMPLETE BOTH SIDES OF VOTING DIRECTION FORM(S) BELOW


 .........(Please fold and detach card at perforation before mailing)......


              THRIFT PLAN CONFIDENTIAL VOTING DIRECTIONS
 Phillips Petroleum Company Annual Meeting of Stockholders May 12, 1997

        I, the undersigned, hereby direct that Vanguard Fiduciary Trust
Company, Trustee of the Thrift Plan of Phillips Petroleum Company ("Thrift
Plan") vote all shares of Phillips Petroleum Company common stock (as set
out on the back of this form) at the Phillips Petroleum Company Annual
Meeting of Stockholders to be held at the Adams Building, 4th Street and
Keeler Avenue, Bartlesville, Oklahoma on May 12, 1997, at 10:00 a.m., and
any adjournment thereof, in the manner indicated on the back of this form
as to the matters shown and at its discretion as to any other matters that
come before the meeting, all as described in the Notice and Proxy
Statement.

        If Vanguard Fiduciary Trust Company does not receive this form by
May 5, 1997, if you do not fill in any boxes on the back of this form or if
you return this form unsigned, any shares in Funds B and C of the Thrift
Plan that you otherwise could have directed will be directed by other
eligible employees who elect to direct such shares.


IN ORDER FOR YOUR VOTING DIRECTIONS TO COUNT, THIS
FORM MUST BE RECEIVED BY THE TRUSTEE BY MAY 5, 1997.

PLEASE DATE AND SIGN BELOW AND SEAL IN THE ENCLOSED
ENVELOPE TO BE RETURNED TO THE TRUSTEE.

Date__________________________

Your signature should be exactly the same
as the name imprinted at the left.


-----------------------------------------
Signature

PHILLIPS PETROLEUM COMPANY HAS ACKNOWLEDGED AND
AGREED TO HONOR THE CONFIDENTIALITY OF YOUR VOTING
INSTRUCTIONS TO THE TRUSTEE.  THE TRUSTEE WILL KEEP
YOUR VOTING INSTRUCTIONS CONFIDENTIAL.


 ......(Please fold and detach card at perforation before mailing).........


          THRIFT PLAN CONFIDENTIAL FIDUCIARY VOTING DIRECTIONS
 Phillips Petroleum Company Annual Meeting of Stockholders May 12, 1997

        I, the undersigned, hereby direct that Vanguard Fiduciary Trust
Company, Trustee of the Thrift Plan of Phillips Petroleum Company ("Thrift
Plan") vote all shares of Phillips Petroleum Company common stock (as set
out on the back of this form) at the Phillips Petroleum Company Annual
Meeting of Stockholders to be held at the Adams Building, 4th Street and
Keeler Avenue, Bartlesville, Oklahoma on May 12, 1997, at 10:00 a.m. and
any adjournment thereof, in the manner indicated on the back of this form
as to the matters shown and at its discretion as to any other matters that
come before the meeting all as described in the Notice and Proxy Statement.

        I understand that by electing to direct the Trustee's vote of
shares which do not represent my own part of the Thrift Plan that I become
a fiduciary of the Thrift Plan for voting such shares; that I must act in
the best interests of all participants of the Thrift Plan when giving
directions for voting shares not representing my part of the Thrift Plan;
that I have read and understand my duties as a fiduciary as they are
described on page 18 of the Thrift Summary Plan Description/Prospectus
dated July 1, 1993 as amended July 1, 1994, November 15, 1995 and April 15,
1996; and that I may decline to accept the responsibility of a fiduciary as
to such shares by NOT completing or returning this voting direction form.

IN ORDER FOR YOUR VOTING DIRECTIONS TO COUNT, THIS
FORM MUST BE RECEIVED BY THE TRUSTEE BY MAY 5, 1997.

PLEASE DATE AND SIGN BELOW AND SEAL IN THE ENCLOSED
ENVELOPE TO BE RETURNED TO THE TRUSTEE.

Date_________________________

Your signature should be exactly the same
as the name imprinted at the left.


-----------------------------------------
Signature

PHILLIPS PETROLEUM COMPANY HAS ACKNOWLEDGED AND
AGREED TO HONOR THE CONFIDENTIALITY OF YOUR VOTING
INSTRUCTIONS TO THE TRUSTEE.  THE TRUSTEE WILL KEEP
YOUR VOTING INSTRUCTIONS CONFIDENTIAL.

<PAGE>


              THRIFT PLAN OF PHILLIPS PETROLEUM COMPANY

                               THRIFT

    PLEASE COMPLETE BOTH SIDES OF VOTING DIRECTION FORM(S) BELOW

 .......(Please fold and detach card at perforation before mailing)........


I DIRECT THAT SHARES REPRESENTING MY PART OF THE THRIFT PLAN BE VOTED BY
THE TRUSTEE AS FOLLOWS:

            (Do not fill in more than one box on any matter)

Please vote by filling in the appropriate box below, as shown, using blue
or black ink or dark pencil.  Do not use red ink. [ ]


Company recommends a vote FOR:          VOTE FOR         VOTE WITHHELD
                                      all nominees     from all nominees
                                     listed at left*    listed at left*
                                          [ ]                 [ ]

ELECTION OF DIRECTORS:  Nominees:  W. Allen, N. Augustine, G. Beitzel,
D. Boren, C. Bowerman, R. Chappell, Jr., L. Eagleburger, J. Edwards,
L. Horner, J. Mulva, R. Tobias, V. Tschinkel and K. Turner.

*To withhold authority to vote for any nominee, write the nominee's name in
 the space below.

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


Company recommends a vote FOR:     FOR         AGAINST        ABSTAIN
                                   [ ]           [ ]            [ ]

Proposal 1 to approve designation of independent auditors, Ernst & Young
LLP.


 ........(Please fold and detach card at perforation before mailing).......


I DIRECT THAT MY PRO RATA PORTION OF ALL SHARES OF STOCK REPRESENTING THE
INTEREST OF THRIFT PLAN PARTICIPANTS WHO FAIL TO GIVE VOTING DIRECTIONS BE
VOTED BY THE TRUSTEE AS FOLLOWS:

          (Do not fill in more than one box on any matter)

Please vote by filling in the appropriate box below, as shown, using blue
or black ink or dark pencil.  Do not use red ink. [ ]


Company recommends a vote FOR:          VOTE FOR         VOTE WITHHELD
                                      all nominees     from all nominees
                                     listed at left*    listed at left*
                                          [ ]                 [ ]

ELECTION OF DIRECTORS:  Nominees:  W. Allen, N. Augustine, G. Beitzel,
D. Boren, C. Bowerman, R. Chappell, Jr., L. Eagleburger, J. Edwards,
L. Horner, J. Mulva, R. Tobias, V. Tschinkel and K. Turner.

*To withhold authority to vote for any nominee, write the nominee's name in
 the space below.

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


Company recommends a vote FOR:     FOR         AGAINST        ABSTAIN
                                   [ ]           [ ]            [ ]

Proposal 1 to approve designation of independent auditors, Ernst & Young
LLP.

<PAGE>


                                                         Definitive Copy D


        LONG-TERM STOCK SAVINGS PLAN OF PHILLIPS PETROLEUM COMPANY

                                  LTSSP

       PLEASE COMPLETE BOTH SIDES OF VOTING DIRECTION FORM(S) BELOW


 ........(Please fold and detach card at perforation before mailing)......


                 LTSSP CONFIDENTIAL VOTING DIRECTIONS
 Phillips Petroleum Company Annual Meeting of Stockholders May 12, 1997


        I, the undersigned, hereby direct that Vanguard Fiduciary Trust
Company, Trustee of the Long-Term Stock Savings Plan of Phillips Petroleum
Company ("LTSSP") vote all shares of Phillips Petroleum Company common
stock (as set out on the back of this form) at the Phillips Petroleum
Company Annual Meeting of Stockholders to be held at the Adams Building,
4th Street and Keeler Avenue, Bartlesville, Oklahoma on May 12, 1997, at
10:00 a.m., and any adjournment thereof, in the manner indicated on the
back of this form as to the matters shown and at its discretion as to any
other matters that come before the meeting, all as described in the Notice
and Proxy Statement.

        If Vanguard Fiduciary Trust Company does not receive this form by
May 5, 1997, if you do not fill in any boxes on the back of this form or if
you return this form unsigned, any shares in the LTSSP that you otherwise
could have directed will be directed by other eligible employees who elect
to direct such shares.

IN ORDER FOR YOUR VOTING DIRECTIONS TO COUNT, THIS
FORM MUST BE RECEIVED BY THE TRUSTEE BY MAY 5, 1997.

PLEASE DATE AND SIGN BELOW AND SEAL IN THE ENCLOSED
ENVELOPE TO BE RETURNED TO THE TRUSTEE.

Date_________________________

Your signature should be exactly the same
as the name imprinted at the left.


-----------------------------------------
Signature

PHILLIPS PETROLEUM COMPANY HAS ACKNOWLEDGED AND
AGREED TO HONOR THE CONFIDENTIALITY OF YOUR VOTING
INSTRUCTIONS TO THE TRUSTEE.  THE TRUSTEE WILL KEEP
YOUR VOTING INSTRUCTIONS CONFIDENTIAL.


 .........(Please fold and detach card at perforation before mailing)......


              LTSSP CONFIDENTIAL FIDUCIARY VOTING DIRECTIONS
 Phillips Petroleum Company Annual Meeting of Stockholders May 12, 1997


        I, the undersigned, hereby direct that Vanguard Fiduciary Trust
Company, Trustee of the Long-Term Stock Savings Plan of Phillips Petroleum
Company ("LTSSP") vote all shares of Phillips Petroleum Company common
stock (as set out on the back of this form) at the Phillips Petroleum
Company Annual Meeting of Stockholders to be held at the Adams Building,
4th Street and Keeler Avenue, Bartlesville, Oklahoma on May 12, 1997, at
10:00 a.m. and any adjournment thereof, in the manner indicated on the back
of this form as to the matters shown and at its discretion as to any other
matters that come before the meeting all as described in the Notice and
Proxy Statement.

        I understand that by electing to direct the Trustee's vote of
shares which do not represent my own part of the LTSSP that I become a
fiduciary of the LTSSP for voting such shares; that I must act in the best
interests of all participants of the LTSSP when giving directions for
voting shares not representing my part of the LTSSP; that I have read and
understand my duties as a fiduciary as they are described on pages 9 and 10
of the LTSSP Summary Plan Description/Prospectus dated July 1, 1994 as
amended July 1, 1995 and April 15, 1996; and that I may decline to accept
the responsibility of a fiduciary as to such shares by NOT completing or
returning this voting direction form.

IN ORDER FOR YOUR VOTING DIRECTIONS TO COUNT, THIS
FORM MUST BE RECEIVED BY THE TRUSTEE BY MAY 5, 1997.

PLEASE DATE AND SIGN BELOW AND SEAL IN THE ENCLOSED
ENVELOPE TO BE RETURNED TO THE TRUSTEE.

Date___________________________

Your signature should be exactly the same
as the name imprinted at the left.


-----------------------------------------
Signature

PHILLIPS PETROLEUM COMPANY HAS ACKNOWLEDGED AND
AGREED TO HONOR THE CONFIDENTIALITY OF YOUR VOTING
INSTRUCTIONS TO THE TRUSTEE.  THE TRUSTEE WILL KEEP
YOUR VOTING INSTRUCTIONS CONFIDENTIAL.


<PAGE>


          LONG-TERM STOCK SAVINGS PLAN OF PHILLIPS PETROLEUM COMPANY

                                   LTSSP

         PLEASE COMPLETE BOTH SIDES OF VOTING DIRECTION FORM(S) BELOW


 .........(Please fold and detach card at perforation before mailing).......


I DIRECT THAT SHARES REPRESENTING MY PART OF THE LTSSP BE VOTED BY THE
TRUSTEE AS FOLLOWS:

           (Do not fill in more than one box on any matter)

Please vote by filling in the appropriate box below, as shown, using blue
or black ink or dark pencil.  Do not use red ink.  [ ]


Company recommends a vote FOR:          VOTE FOR         VOTE WITHHELD
                                      all nominees     from all nominees
                                     listed at left*    listed at left*
                                          [ ]                 [ ]

ELECTION OF DIRECTORS:  Nominees:  W. Allen, N. Augustine, G. Beitzel,
D. Boren, C. Bowerman, R. Chappell, Jr., L. Eagleburger, J. Edwards,
L. Horner, J. Mulva, R. Tobias, V. Tschinkel and K. Turner.

*To withhold authority to vote for any nominee, write the nominee's name in
 the space below.

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


Company recommends a vote FOR:     FOR         AGAINST        ABSTAIN
                                   [ ]           [ ]            [ ]

Proposal 1 to approve designation of independent auditors, Ernst & Young
LLP.

 ........(Please fold and detach card at perforation before mailing).......


I DIRECT THAT MY PRO RATA PORTION OF (1) ALL UNALLOCATED SHARES OF STOCK IN
FUND L AND (2) ALL SHARES OF STOCK REPRESENTING THE INTERESTS OF LTSSP
PARTICIPANTS WHO FAIL TO GIVE VOTING DIRECTIONS BE VOTED BY THE TRUSTEE AS
FOLLOWS:

             (Do not fill in more than one box on any matter)

Please vote by filling in the appropriate box below, as shown, using blue
or black ink or dark pencil.  Do not use red ink. [ ]


Company recommends a vote FOR:          VOTE FOR         VOTE WITHHELD
                                      all nominees     from all nominees
                                     listed at left*    listed at left*
                                          [ ]                 [ ]

ELECTION OF DIRECTORS:  Nominees:  W. Allen, N. Augustine, G. Beitzel,
D. Boren, C. Bowerman, R. Chappell, Jr., L. Eagleburger, J. Edwards,
L. Horner, J. Mulva, R. Tobias, V. Tschinkel and K. Turner.

*To withhold authority to vote for any nominee, write the nominee's name in
 the space below.

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


Company recommends a vote FOR:     FOR         AGAINST        ABSTAIN
                                   [ ]           [ ]            [ ]

Proposal 1 to approve designation of independent auditors, Ernst & Young
LLP.


<PAGE>



                                                       Definitive Copy E

                                                              RSP


                        Vanguard Fiduciary Trust Company
                                 P.O. Box 2900
                            Valley Forge, PA  19482

                       IMPORTANT RSP VOTING INSTRUCTIONS


We at Vanguard are pleased to be the Trustee for the Retirement Savings
Plan of Phillips Petroleum Company ("RSP").

This package contains your confidential voting direction form to instruct
the Trustee of the RSP how to vote shares of Phillips Petroleum Company
common stock described on the back of the form below representing your
interest in the RSP.  The voting will take place at the Phillips Petroleum
Company Annual Meeting of Stockholders to be held at the Adams Building,
4th Street and Keeler Avenue, Bartlesville, Oklahoma, on May 12, 1997 at
10:00 a.m.

Also enclosed is the Company's Notice and Proxy Statement for the 1997
Annual Meeting.  The Company's 1996 Annual Report was mailed to you
separately prior to the Proxy Statement mailing.  Please use these to help
you decide how to direct the way the Trustee (Vanguard Fiduciary Trust
Company) should vote.

PLEASE FOLLOW THE INSTRUCTIONS LISTED BELOW CAREFULLY.

Step 1 Complete the voting directions on the back of the form below if you
       wish to direct the Trustee to vote shares representing your interest
       in the RSP.

Step 2 Date and sign the front of the voting direction form.  Your
       signature should be exactly the same as the name printed on the left
       side of the form.

Step 3 Fold and detach at the perforation.

Step 4 Enclose the green form in the postage prepaid return envelope to
       Vanguard Fiduciary Trust Company.  This form must be mailed in
       advance so that the Trustee will receive it by May 5, 1997 or your
       directions for voting will not be counted.  DO NOT RETURN THIS FORM
       TO PHILLIPS PETROLEUM COMPANY.

YOUR VOTING DIRECTIONS ARE IMPORTANT.  RSP PARTICIPANTS WHO DIRECT THE
TRUSTEE HOW TO VOTE SHARES HELD BY THIS PLAN HAVE AN IMPORTANT VOICE IN
MATTERS WHICH AFFECT PHILLIPS PETROLEUM COMPANY.

     (PLEASE COMPLETE BOTH SIDES OF THE VOTING DIRECTION FORM BELOW)


        Please fold and detach card at perforation before mailing
 ............................................................................


                   RSP CONFIDENTIAL VOTING DIRECTIONS
         Phillips Petroleum Company Annual Meeting of Stockholders
                            May 12, 1997

        I, the undersigned, hereby direct that Vanguard Fiduciary Trust
Company, Trustee of the Retirement Savings Plan of Phillips Petroleum
Company ("RSP") vote all shares of Phillips Petroleum Company common stock
(as set out on the back of this form) at the Phillips Petroleum Company
Annual Meeting of Stockholders to be held at the Adams Building, 4th Street
and Keeler Avenue, Bartlesville, Oklahoma on May 12, 1997, at 10:00 a.m.,
and any adjournment thereof, in the manner indicated on the back of this
form as to the matters shown and at its discretion as to any other matters
that come before the meeting, all as described in the Notice and Proxy
Statement.

        If Vanguard Fiduciary Trust Company does not receive this form by
May 5, 1997, if you do not fill in any boxes, or if you return this form
unsigned, any shares representing your part of the Retirement Savings Plan
will be voted by the Trustee at the Trustee's discretion.

IN ORDER FOR YOUR VOTING DIRECTIONS TO COUNT, THIS
FORM MUST BE RECEIVED BY THE TRUSTEE BY MAY 5, 1997.

PLEASE DATE AND SIGN BELOW AND SEAL IN THE ENCLOSED
ENVELOPE TO BE RETURNED TO THE TRUSTEE.

Date___________________________

Your signature should be exactly the same
as the name imprinted at the left.


-----------------------------------------
Signature

PHILLIPS PETROLEUM COMPANY HAS ACKNOWLEDGED AND
AGREED TO HONOR THE CONFIDENTIALITY OF YOUR VOTING
INSTRUCTIONS TO THE TRUSTEE.  THE TRUSTEE WILL KEEP
YOUR VOTING INSTRUCTIONS CONFIDENTIAL.

<PAGE>

      Please fold and detach card at perforation before mailing
 .........................................................................



I DIRECT THAT SHARES REPRESENTING MY PART OF THE RSP BE VOTED BY THE
TRUSTEE AS FOLLOWS:

         (Do not fill in more than one box on any matter)

Please vote by filling in the appropriate box below, as shown, using blue
or black ink or dark pencil.  Do not use red ink. [ ]


Company recommends a vote FOR:          VOTE FOR         VOTE WITHHELD
                                      all nominees     from all nominees
                                     listed at left*    listed at left*
                                          [ ]                 [ ]

ELECTION OF DIRECTORS:  Nominees:  W. Allen, N. Augustine, G. Beitzel,
D. Boren, C. Bowerman, R. Chappell, Jr., L. Eagleburger, J. Edwards,
L. Horner, J. Mulva, R. Tobias, V. Tschinkel and K. Turner.

*To withhold authority to vote for any nominee, write the nominee's name in
 the space below.

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


Company recommends a vote FOR:     FOR         AGAINST        ABSTAIN
                                   [ ]           [ ]            [ ]

Proposal 1 to approve designation of independent auditors, Ernst & Young
LLP.

<PAGE>




                                                        Definitive Copy F

PHILLIPS PETROLEUM COMPANY
BARTLESVILLE, OKLAHOMA 74004  918 661-6600




                              March 28, 1997


TO: Phillips Domestic Employees


On December 14, 1995, the Compensation and Benefits Arrangements Stock
Trust ("CBT") was established for the Company to use in its sole discretion
to meet its obligations with respect to various compensation and benefits
arrangements.  The CBT holds 29.2 million shares of the Company's common
stock.  The Trustee for the CBT is Vanguard Fiduciary Trust Company
("Trustee").

Under the terms of the CBT, the Trustee is required to seek voting
instructions for the CBT shares from domestic and certain foreign employees
of the Company and subsidiaries who participate in Company stock-related
benefit plans and arrangements.

Enclosed is the voting direction card.  If you choose to exercise this
opportunity to vote, your vote will be given equal weight to that of all
employees who elect to vote, and those directions will govern the Trustee's
vote of approximately 95% of the 29.2 million shares.  The remaining CBT
shares will be voted by foreign employees under similar arrangements.

This 29.2 million shares in the CBT represent approximately 10% of the
shares of Phillips stock eligible to be voted at the 1997 Annual Meeting.
These shares combined with the approximately 17% stock ownership held by
the Thrift Plan of Phillips Petroleum Company and the Long-Term Stock
Saving Plan of Phillips Petroleum Company give employees a strong voice in
the direction of the Company.


                              Phillips Petroleum Company

<PAGE>



                                                      Definitive Copy G

                                                             CBT


                      Vanguard Fiduciary Trust Company
                               P.O. Box 2900
                           Valley Forge, PA  19482

                 IMPORTANT CBT DOMESTIC VOTING INSTRUCTIONS

We at Vanguard are pleased to be the Trustee for the Phillips Petroleum
Company Compensation and Benefits Arrangement Stock Trust ("CBT").

This package contains your confidential voting direction form to instruct
the Trustee of the CBT how to vote shares of Phillips Petroleum Company
common stock described on the back of the form below.  The voting will take
place at the Phillips Petroleum Company Annual Meeting of Stockholders to
be held at the Adams Building, 4th Street and Keeler Avenue, Bartlesville,
Oklahoma, on May 12, 1997 at 10:00 a.m.

Also enclosed is the Company's Notice and Proxy Statement for the 1997
Annual Meeting.  The Company's 1996 Annual Report was mailed to you
separately prior to the Proxy Statement mailing.  Please use these to help
you decide how to direct the way the Trustee (Vanguard Fiduciary Trust
Company) should vote.

PLEASE FOLLOW THE INSTRUCTIONS LISTED BELOW CAREFULLY.


Step 1 If you wish to direct the Trustee to vote your allocated portion of
       the CBT shares as a Directing Fiduciary, complete the back of the
       form below.  Your allocated portion will consist of the Domestic
       portion of the shares held in the Trust, equally divided among those
       employees who elect to vote.  The Domestic portion of the shares
       will be calculated by taking the total shares held by the Trust and
       subtracting the International shares.

Step 2 Date and sign the front of the CBT voting direction form.  Your
       signature should be exactly the same as the name printed on the left
       side of the form.

Step 3 Fold and detach at the perforation.

Step 4 Enclose the blue form in the postage prepaid return envelope to
       Vanguard Fiduciary Trust Company.  This form must be mailed in
       advance so that the Trustee will receive it by May 9, 1997 or your
       directions for voting will not be counted.  DO NOT RETURN THIS FORM
       TO PHILLIPS PETROLEUM COMPANY.


YOUR VOTING DIRECTIONS ARE IMPORTANT.  EMPLOYEES WHO DIRECT THE CBT TRUSTEE
HOW TO VOTE SHARES HELD BY THIS TRUST HAVE AN IMPORTANT VOICE IN MATTERS
WHICH AFFECT PHILLIPS PETROLEUM COMPANY.

   (PLEASE COMPLETE BOTH SIDES OF THE VOTING DIRECTION FORM BELOW)

       Please fold and detach card at perforation before mailing
 ...........................................................................


               CBT DOMESTIC CONFIDENTIAL VOTING DIRECTIONS
 Phillips Petroleum Company Annual Meeting of Stockholders May 12, 1997

COMPLETE THE INFORMATION BELOW TO VOTE DOMESTIC SHARES AS A DIRECTING
FIDUCIARY.

        I, the undersigned, hereby direct that Vanguard Fiduciary Trust
Company, Trustee of the Phillips Petroleum Company Compensation and
Benefits Arrangement Stock Trust ("CBT") vote all shares of Phillips
Petroleum Company common stock (as set out on the back of this form) at the
Phillips Petroleum Company Annual Meeting of Stockholders to be held at the
Adams Building, 4th Street and Keeler Avenue, Bartlesville Oklahoma on May
12, 1997, at 10:00 a.m. and any adjournment thereof, in the manner
indicated on the back of this form as to the matters shown and at its
discretion as to any other matters that come before the meeting, all as
described in the Notice and Proxy Statement.

        I understand that by electing to direct the Trustee's vote of
domestic shares held in the CBT, that I become a directing fiduciary of the
CBT for voting such shares; and that I may decline to accept the
responsibility of a directing fiduciary as to such shares by NOT completing
or returning this voting direction form.   If Vanguard Fiduciary Trust
Company does not receive this form by May 9, 1997, if you do not fill in
any boxes or if you return this form unsigned, any shares in the CBT that
you otherwise could have directed will be directed by other eligible
employees who elect to direct such shares.

IN ORDER FOR YOUR VOTING DIRECTIONS TO COUNT, THIS
FORM MUST BE RECEIVED BY THE TRUSTEE BY MAY 9, 1997.

PLEASE DATE AND SIGN BELOW AND SEAL IN THE ENCLOSED
ENVELOPE TO BE RETURNED TO THE TRUSTEE.

Date__________________

Your signature should be exactly the same
as the name imprinted at the left.


-----------------------------------------
Signature

PHILLIPS PETROLEUM COMPANY HAS ACKNOWLEDGED AND
AGREED TO HONOR THE CONFIDENTIALITY OF YOUR VOTING
INSTRUCTIONS TO THE TRUSTEE.  THE TRUSTEE WILL KEEP
YOUR VOTING INSTRUCTIONS CONFIDENTIAL.


<PAGE>


        Please fold and detach card at perforation before mailing
 ............................................................................


I DIRECT THAT MY ALLOCATED PORTION OF DOMESTIC SHARES HELD IN THE CBT WHICH
INCLUDES SHARES REPRESENTING THE INTERESTS OF EMPLOYEES WHO FAIL TO GIVE
VOTING DIRECTIONS BE VOTED BY THE TRUSTEE AS FOLLOWS:

           (Do not fill in more than one box on any matter)

Please vote by filling in the appropriate box below, as shown, using blue
or black ink or dark pencil.  Do not use red ink. [ ]


Company recommends a vote FOR:          VOTE FOR         VOTE WITHHELD
                                      all nominees     from all nominees
                                     listed at left*    listed at left*
                                          [ ]                 [ ]

ELECTION OF DIRECTORS:  Nominees:  W. Allen, N. Augustine, G. Beitzel,
D. Boren, C. Bowerman, R. Chappell, Jr., L. Eagleburger, J. Edwards,
L. Horner, J. Mulva, R. Tobias, V. Tschinkel and K. Turner.

*To withhold authority to vote for any nominee, write the nominee's name in
 the space below.

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


Company recommends a vote FOR:     FOR         AGAINST        ABSTAIN
                                   [ ]           [ ]            [ ]

Proposal 1 to approve designation of independent auditors, Ernst & Young
LLP.

<PAGE>


                                                         Definitive Copy H

ENGLISH VERSION OF NORWEGIAN LETTER
-----------------------------------

          Hill Samuel (Channel Islands) Trust Company Ltd



Date:    28 March 1997

To:      Participants in the Phillips Petroleum Company Overseas
         Stock Savings Plan (Norway)


Dear Participant,

In the attached Report and Accounts you will find a notice to Shareholders
convening the Annual General Meeting to be held on Monday 12th May 1997
and a proxy statement.  Your attention is drawn to the fact that it is the
Trustee of the Stock Savings Plan who is the registered holder of the
shares and who, therefore, has the right to attend and vote at the Meeting.

However, you are entitled to instruct the Trustee on how to vote on the
resolutions to be proposed at the Meeting in the event of there being a
poll of members.  If you wish to do so, you should complete the enclosed
Voting Instruction Form and return it, using the enclosed pre-addressed
envelope, to reach the Trustee by no later than 2:00 p.m. on Friday 2nd May
1997.

If you do not instruct the Trustee on how to vote, your shares will be
voted in the same way and in the same proportions as those for which the
Trustee receives directions from other participants.  Results of the Plan's
voting will also be used to vote a portion of the Phillips Petroleum
Company Compensation and Benefits Stock Arrangement Trust.

As you will see the attached documentation is in English.  Should you
require any help in understanding the documentation, please do not hesitate
to contact your Employee Relations Department.


Yours faithfully



HILL SAMUEL (CHANNEL ISLANDS) TRUST COMPANY LIMITED


<PAGE>



                                                         Definitive Copy I

          THE PHILLIPS PETROLEUM COMPANY OVERSEAS
                STOCK SAVINGS PLAN (NORWAY)

                  VOTING INSTRUCTION FORM
   Should you wish to vote, please complete and return this entire
                           form.





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

I, the undersigned being a participant in the Plan hereby instruct Hill
Samuel (Channel Islands) Trust Company Limited (the Trustee of the Plan) to
vote or cause to be voted any Common Stock of Phillips Petroleum Company
held by them on my behalf and entitled to vote at the 1997 Annual Meeting
of Stockholders to be held on Monday 12th May 1997 or at any adjournment
thereof.

PLEASE INDICATE WITH AN "X" IN THE APPROPRIATE BOX HOW YOU WISH YOUR VOTE
TO BE CAST.

The Company recommends a vote FOR:

     ELECTION OF DIRECTORS:  Nominees: W. Allen, N. Augustine, G. Beitzel,
     D. Boren, C. Bowerman, R. Chappell, Jr., L. Eagleburger, J. Edwards,
     L. Horner, J. Mulva, R. Tobias, V. Tschinkel and K. Turner.

[ ]  VOTE FOR all nominees listed above*

[ ]  VOTE WITHHELD from all nominees listed above

*To withhold authority to vote for any nominee write the nominee's name in
 the space below.

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


The Company recommends a vote FOR:

PROPOSAL 1:    To approve designation of the independent auditors, Ernst &
               Young L.L.P.:

               FOR [ ]         AGAINST [ ]            ABSTAIN [ ]




NAME (in block capitals please)............................................


SIGNATURE..................................................................


DATE.......................................................................


NOTES: 1.   Full details of the items are contained in the enclosed Proxy
            Statement.
       2.   To be effective this form of direction must be mailed using the
            enclosed pre-paid envelope to reach the Trustee no later than
            2 p.m. on Friday 2nd May 1997.
       3.   If the Trustee does not receive any voting direction from you,
            your shares will be voted in the same way and in the same
            proportions as those for which the Trustee receives directions
            from other participants.  Results of the Plan's voting will
            also be used to vote a portion of the Phillips Petroleum
            Company Compensation and Benefits Stock Arrangement Trust.

THE TRUSTEE WILL KEEP YOUR VOTING INSTRUCTIONS CONFIDENTIAL AND WILL IN NO
CIRCUMSTANCES DIVULGE YOUR DIRECTIONS TO PHILLIPS PETROLEUM COMPANY OR ANY
OF ITS SUBSIDIARY COMPANIES.

<PAGE>


                                                         Definitive Copy J


Noble Lowndes Settlement Trustees Limited




Reference:  AT/NH

Date:       28 March 1997




To:    Participants in the Employee Share Allocation Scheme of
       Phillips Petroleum Company United Kingdom Limited



Dear Participant,

In the attached Report and Accounts you will find a notice to Shareholders
convening the Annual General Meeting to be held on Monday 12th May 1997 and
a proxy statement.  Your attention is drawn to the fact that it is the
Trustee of the Share Allocation Scheme who is the registered holder of the
shares and who, therefore, has the right to attend and vote at the Meeting.

However, you are entitled to instruct the Trustee on how to vote on the
resolutions to be proposed at the Meeting in the event of there being a
poll of members.  If you wish to do so, you should complete the enclosed
Voting Instruction Form and return it, using the enclosed pre-paid
envelope, to reach the Trustee by not later than 2:00 p.m. on Friday 2nd
May 1997.

If you do not instruct the Trustee on how to vote, your shares will be
voted in the same way and in the same proportions as those for which the
Trustee receives directions from other participants.  Results of the Plan's
voting will also be used to vote a portion of the Phillips Petroleum
Company Compensation and Benefits Stock Arrangement Trust.


Yours faithfully



NOBLE LOWNDES SETTLEMENT TRUSTEES LIMITED


PO Box No 144 Norfolk House Wellesley Road Croydon CR9 3EB
Tel 0181-686-2466 (Reg. Office) Reg. Number 576832


<PAGE>


                                                        Definitive Copy K


           THE EMPLOYEE SHARE ALLOCATION SCHEME OF PHILLIPS
               PETROLEUM COMPANY UNITED KINGDOM LIMITED

                       VOTING INSTRUCTION FORM
   Should you wish to vote, please complete and return this entire form.







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

I, the undersigned being a participant in the Scheme hereby instruct Noble
Lowndes Settlement Trustees Limited (the Trustee of the Scheme and the
Manager's Nominee of the Phillips Petroleum Company United Kingdom Limited
Single Company Personal Equity Plan) to vote or cause to be voted any
Common Stock of Phillips Petroleum Company held by them on my behalf and
entitled to vote at the 1997 Annual Meeting of Stockholders to be held on
Monday 12th May 1997 or at any adjournment thereof.

PLEASE INDICATE WITH AN "X" IN THE APPROPRIATE BOX HOW YOU WISH YOUR VOTE
TO BE CAST.

The Company recommends a vote FOR:

     ELECTION OF DIRECTORS:  Nominees: W. Allen, N. Augustine, G. Beitzel,
     D. Boren, C. Bowerman, R. Chappell, Jr., L. Eagleburger, J. Edwards,
     L. Horner, J. Mulva, R. Tobias, V. Tschinkel and K. Turner.

[ ]  VOTE FOR all nominees listed above*

[ ]  VOTE WITHHELD from all nominees listed above

*To withhold authority to vote for any nominee write the nominee's name in
 the space below.

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


The Company recommends a vote FOR:

PROPOSAL 1:     To approve designation of the independent auditors, Ernst &
                Young L.L.P.:

                FOR [ ]          AGAINST [ ]         ABSTAIN [ ]

[ ]  If you are a member of the Phillips Petroleum Company United Kingdom
     Limited Single Company Personal Equity Plan ("SCPEP"), please tick
     this box.  We will arrange for the shares held on your behalf, in the
     SCPEP to be voted as indicated above.


NAME (in block capitals please)............................................


SIGNATURE..................................................................


DATE.......................................................................


NOTES: 1.   Full details of the items are contained in the enclosed Proxy
            Statement.
       2.   To be effective this form of direction must be mailed using the
            enclosed pre-paid envelope to reach the Trustee no later than 2
            p.m. on Friday 2nd May 1997.
       3.   If the Trustee does not receive any voting direction from you,
            your shares will be voted in the same way and in the same
            proportions as those for which the Trustee receives directions
            from other participants.  Results of the Plan's voting will
            also be used to vote a portion of the Phillips Petroleum
            Company Compensation and Benefits Stock Arrangement Trust.
THE TRUSTEE WILL KEEP YOUR VOTING INSTRUCTIONS CONFIDENTIAL AND WILL IN NO
CIRCUMSTANCES DIVULGE YOUR DIRECTIONS TO PHILLIPS PETROLEUM COMPANY OR ANY
OF ITS SUBSIDIARY COMPANIES.

<PAGE>


                                                        Definitive Copy L


                         TD Trust Company





Date:          28 March 1997




To:  Participants in the Phillips Petroleum Resources, Ltd. Canada
     Region Employee Savings Plan



Dear Participant,

In the attached Report and Accounts you will find a notice to Shareholders
convening the Annual General Meeting to be held on Monday 12th May 1997 and
a proxy statement.  Your attention is drawn to the fact that it is TD Trust
Company, the Trustee of the Plan and the registered holder of the shares,
who has the right to attend and vote at the Meeting.

However, you are entitled to instruct the Trustee on how to vote on the
resolutions to be proposed at the Meeting if there is a poll of members.
If you wish to do so, you should complete the enclosed Voting Instruction
Form and return it, using the enclosed pre-paid envelope, to reach TD Trust
Company by not later than 2:00 p.m. on Friday 25th April 1997.

If you do not instruct the Trustee on how to vote, your shares will be
voted in the same way and in the same proportions as those for which the
Trustee receives directions from other participants.  Results of the Plan's
voting will also be used to vote a portion of the Phillips Petroleum
Company Compensation and Benefits Stock Arrangement Trust.




Yours faithfully




TD TRUST COMPANY


<PAGE>


                                                        Definitive Copy M


                   PHILLIPS PETROLEUM RESOURCES, LTD.
                   CANADA REGION EMPLOYEE SAVINGS PLAN


                       VOTING INSTRUCTION FORM
     Should you wish to vote, please complete and return this entire
                               form.







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

I, the undersigned being a participant in the Plan hereby instruct TD Trust
Company, the Trustee of the Plan, to vote or cause to be voted any Common
Stock of Phillips Petroleum Company held by it on my behalf at the 1997
Annual Meeting of Stockholders to be held on Monday 12th May 1997 or at any
adjournment thereof as follows:

PLEASE INDICATE WITH AN "X" IN THE APPROPRIATE BOX HOW YOU WISH YOUR VOTE
TO BE CAST.

The Company recommends a vote FOR:

        ELECTION OF DIRECTORS:  Nominees: W. Allen, N. Augustine, G. Beitzel,
        D. Boren, C. Bowerman, R. Chappell, Jr., L. Eagleburger,
        J. Edwards, L. Horner, J. Mulva, R. Tobias, V. Tschinkel and
        K. Turner.

[ ]       VOTE FOR all nominees listed above*

[ ]       VOTE WITHHELD from all nominees listed above

*To withhold authority to vote for any nominee write the nominee's name in
 the space below.

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



The Company recommends a vote FOR:

     PROPOSAL 1:    To approve designation of the independent auditors,
                    Ernst & Young L.L.P.:

                    FOR [ ]       AGAINST [ ]         ABSTAIN [ ]



NAME (in block capitals please)............................................


SIGNATURE..................................................................


DATE.......................................................................



NOTES:    1.   Full details of the items are contained in the enclosed
               Proxy Statement.
          2.   To be effective this form of direction must be mailed using
               the enclosed pre-paid envelope to reach the
               Trustee no later than 2 p.m. on Friday, 25th April , 1997.
          3.   If the Trustee does not receive any voting direction from
               you, your shares will be voted in the same way and in the
               same proportions as those for which the Trustee receives
               directions from other participants.  Results of the Plan's
               voting will also be used to vote a portion of the Phillips
               Petroleum Company Compensation and Benefits Stock
               Arrangement Trust.

THE TRUSTEE WILL KEEP YOUR VOTING INSTRUCTIONS CONFIDENTIAL AND WILL IN NO
CIRCUMSTANCES DIVULGE YOUR DIRECTIONS TO PHILLIPS PETROLEUM COMPANY OR ANY
OF ITS SUBSIDIARY COMPANIES.

<PAGE>