Exhibit 99.1


News                                     Phillips Petroleum Company
                                         Media Relations
                                         Bartlesville, Oklahoma 74004
                                         www.phillips66.com/newsroom
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CONTACTS:                                       FOR IMMEDIATE RELEASE
     Kristi DesJarlais (media) 918-661-6117     ---------------------
     Clayton Reasor (investors) 212-207-1996


                Phillips Closes on Acquisition of Tosco

                 Panatier to head Phillips 66 Company,
                        Combined RM&T business

BARTLESVILLE, Okla., Sept. 17, 2001 --- Phillips Petroleum Company
[NYSE:P] has closed on its acquisition of Tosco Corporation after
receiving regulatory clearance from the U.S. Federal Trade Commission
(FTC).  There were no requirements for divestiture of assets.

Following the transaction, each share of Tosco common stock was
converted into the right to receive 0.8 of a share of Phillips common
stock. Information regarding exchange of share certificates will be
sent to former Tosco shareholders as soon as practicable. Phillips'
stock is listed on the New York Stock Exchange under the symbol "P",
as well as the Pacific and Toronto stock exchanges.

"We have combined two strong complementary companies into a
significant refining and marketing competitor in the United States,"
said Jim Mulva, Phillips' chairman and chief executive officer.
"Acquiring Tosco is the fourth integral piece of a strategic growth
plan we set for ourselves two years ago.  We have successfully
positioned our four business lines to compete more effectively and, in
doing so, have set the foundation for further profitable growth.
Moving forward, our focus will be on integrating and developing
synergies in our refining, marketing and transportation business, and
further growing our worldwide exploration and production position."

Effective with the close of the transaction, as previously announced,
Michael J. Panatier is chief operating officer of Phillips' refining,
marketing and transportation business, Phillips 66 Company.  Panatier
also will retain his current role as executive vice president of
Phillips Petroleum Company.


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Phillips Closes on Acquisition of Tosco
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"We remain committed to both companies' customers, dealers and
distributors, and will work to integrate our assets as seamlessly as
possible," said Panatier.  "In the days and months ahead, we'll focus
our attention on integrating the two businesses.  Looking ahead, we
intend to use our intellectual capital to become a more efficient and
cost-effective refiner, rationalize our marketing operations, and
optimize our supply chain.  And, as always, we'll remain vigilant
about the safety of our employees, our neighbors and the environment."

Also effective upon closing, Tom O'Malley, currently chairman and
chief executive officer of Tosco, is an employee of Phillips Petroleum
Company, serving both as vice chairman and as a member of the
company's board of directors.  O'Malley, 60, will remain an employee
and vice chairman through Dec. 31, 2001, after which he will continue
as a director of the company.

Phillips 66 Company now owns 10 U.S. refinery systems with a combined
capacity of 1.7 million barrels per day, along with a 75,000 barrels-
per-day refinery in Ireland.  The company will market its products
nationwide through approximately 12,400 branded outlets using several
well-recognized brands, including Phillips 66, '76 and Circle K.

The company's refining headquarters is located in Linden, N.J., with
marketing headquarters based in Tempe, Ariz.  Certain functions,
including research and development, are housed at Phillips' corporate
headquarters in Bartlesville, Okla.

"I am confident that we will realize efficiencies through this
transaction.  In fact, we expect to achieve or exceed synergies of
$250 million in 2002," said Mulva.  "At this point, we don't know what
the final effect will be on the combined workforce.  As with any major
change, a close look is being taken at how things are done today and
how they might be done more efficiently in the future."

Mulva concluded:  "We remain confident that we have taken the best
course of action for our company's future.  With our balanced
portfolio of assets, scale, and financial flexibility, we can deliver
the growth and value that our shareholders expect.  We now have
positioned our RM&T business to compete fully in the domestic
marketplace, which, when combined with our strong worldwide
exploration and production operations, puts us among the leaders in
the integrated oil industry."

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      Additional information about the transaction can be found at
         www.phillips66.com/newsroom/images&charts/newRM&T.htm
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                                  and
   www.phillips66.com/newsroom/images&charts/newRM&Tfinancials.htm.
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Phillips Closes on Acquisition of Tosco
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 CAUTIONARY STATEMENT FOR THE PURPOSES OF THE "SAFE HARBOR" PROVISIONS
        OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This press release contains forward-looking statements about, among
other things, Phillips' refining, marketing and transportation
business, and the acquisition of Tosco Corporation. Where in any
forward-looking statement, Phillips has expressed an estimate,
potential expectation or belief as the future results, such
expectation or belief is expressed in good faith and believed to have
a reasonable basis. However there can be no assurance that the
statement of expectation or belief will result or be achieved. The
actual results may be affected by a variety of risks, which could
cause the stated expectation or belief to differ materially. Some of
the important risk factors, but not necessarily all such factors that
may cause expectations or results to differ, are: the successful
integration of Tosco personnel, business systems and operations with
those of the company; and the achievement of the forecasted synergies
from the acquisition. Additional information concerning factors that
could cause actual results to differ materially are contained in
Phillips' reports with the Securities and Exchange Commission (SEC).
Copies of the company's SEC filings are available by calling Phillips
at 918-661-3700. These reports also are available through Phillips'
site at http://www.phillips66.com.
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