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, 2001
                         ----------------------------------------

                               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



                    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,
the Retirement Savings Plan of Phillips Petroleum Company, the
Tosco Corporation Capital Accumulation Plan, and the Tosco
Corporation Store Savings Plan.












                                 1

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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 on July 17, 1989 (incorporated
            by reference to Exhibit 3(i) to Annual Report on
            Form 10-K for the year ended December 31, 1995,
            File No. 1-720).

   (i)(1) Amendment to the Restated Certificate of Incorporation,
            as filed with the State of Delaware on April 26, 2001
            (incorporated by reference to Appendix D to
            Registration Statement on Form S-4, Registration
            Number 333-55932).

   (i)(2) Certificate of Designations of Series B Junior
            Participating Preferred Stock of Phillips Petroleum
            Company, as filed with the State of Delaware on
            July 12, 1999 (incorporated by reference to Exhibit
            3.1 to the Registration Statement on Form 8-A filed
            on July 12, 1999, File No. 1-720).

   (ii)   Bylaws of Phillips Petroleum Company, as amended
            effective September 13, 1999 (incorporated by
            reference to Exhibit 3(ii) to Quarterly Report on
            Form 10-Q for the quarter ended September 30, 1999,
            File No. 1-720).

  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,
            File No. 1-720).

   (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;


                                 2

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                    PHILLIPS PETROLEUM COMPANY

                         INDEX TO EXHIBITS
                            (Continued)

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

  4(b)      the 7.20% Notes due November 1, 2023; the 6.65% Notes
            due March 1, 2003; the 7.125% Debentures due
            March 15, 2028; the 6.65% Debentures due July 15,
            2018; the 7% Debentures due 2029; the 6 3/8% Notes
            due 2009; the 8.5% Notes due 2005; and the 8.75%
            Notes due 2010 (incorporated by reference to Exhibit
            4(b) to Annual Report on Form 10-K for the year ended
            December 31, 1997, File No. 1-720).

   (c)    Preferred Share Purchase Rights as described in the
            Rights Agreement dated as of August 1, 1999, between
            Phillips Petroleum Company and ChaseMellon
            Shareholder Services, L.L.C. (incorporated by
            reference to Exhibit 4.1 to the Registration
            Statement on Form 8-A filed July 12, 1999, File
            No. 1-720), as amended by Amendment No. 1 to the
            Rights Agreement, dated as of November 18, 2001,
            between Phillips and Mellon Investor Services LLC (as
            successor to ChaseMellon Shareholder Services,
            L.L.C.) (incorporated by reference to Exhibit 4.2 to
            the Registration Statement on Form 8-A/A filed
            November 19, 2001, File No. 1-720).

          The company incurred during 2001 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)    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, File No. 1-720).


                                 3

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                    PHILLIPS PETROLEUM COMPANY

                         INDEX TO EXHIBITS
                            (Continued)

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

 10(b)    Contribution Agreement, dated as of December 16, 1999,
            by and among Phillips Petroleum Company, Duke Energy
            Corporation and Duke Energy Field Services, LLC
            (incorporated by reference to Exhibit 99.1 to Current
            Report on Form 8-K, filed December 22, 1999, File
            No. 1-720).

   (c)    Governance Agreement, dated as of December 16, 1999, by
            and among Phillips Petroleum Company, Duke Energy
            Corporation and Duke Energy Field Services, LLC
            (incorporated by reference to Exhibit 99.2 to Current
            Report on Form 8-K, filed December 22, 1999, File
            No. 1-720).

   (d)    Amended and Restated Limited Liability Company
            Agreement of Duke Energy Field Services, LLC, dated
            as of March 31, 2000, by and between Phillips Gas
            Company and Duke Energy Field Services Corporation
            (incorporated by reference to Exhibit 99.1 to Current
            Report on Form 8-K, filed April 13, 2000, File
            No. 1-720).

   (e)    Parent Company Agreement, dated as of March 31, 2000,
            by and among Phillips Petroleum Company, Duke Energy
            Corporation, Duke Energy Field Services, LLC, and
            Duke Energy Field Services Corporation (incorporated
            by reference to Exhibit 99.2 to Current Report on
            Form 8-K, filed April 13, 2000, File No. 1-720).

   (f)    Contribution Agreement, dated as of May 23, 2000, by
            and among Phillips Petroleum Company, Chevron
            Corporation and Chevron Phillips Chemical Company LLC
            (incorporated by reference to Exhibit 2.1 to Current
            Report on Form 8-K, filed June 1, 2000, File
            No. 1-720).


                                 4

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                    PHILLIPS PETROLEUM COMPANY

                         INDEX TO EXHIBITS
                            (Continued)

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

 10(g)    Amended and Restated Limited Liability Company
            Agreement of Chevron Phillips Chemical Company LLC,
            dated as of July 1, 2000, by and between Phillips
            Petroleum Company, Chevron Corporation, Chevron
            U.S.A. Inc., Chevron Overseas Petroleum Inc., Chevron
            Pipe Line Company, Drilling Specialties Co.,
            WesTTex 66 Pipeline Co., and Phillips Petroleum
            International Corporation (incorporated by reference
            to Exhibit 99.1 to Current Report on Form 8-K filed
            July 14, 2000, File No. 1-720).

   (h)    Master Purchase and Sale Agreement dated as of
            March 15, 2000, as amended as of April 6, 2000, among
            Atlantic Richfield Company, CH-Twenty, Inc., BP Amoco
            p.l.c. and Phillips Petroleum Company (incorporated
            by reference to Exhibit 2 to Current Report on
            Form 8-K, filed April 18, 2000, File No. 1-720).

   (i)    Agreement and Plan of Merger, dated as of February 4,
            2001, by and among Phillips Petroleum Company, Ping
            Acquisition Corp. and Tosco Corporation (incorporated
            by reference to Appendix A to the Registration
            Statement on Form S-4, Registration No. 333-55932).

   (j)    Agreement and Plan of Merger dated as of November 18,
            2001, by and among Phillips Petroleum Company,
            CorvettePorsche Corp., Porsche Merger Corp., Covette
            Merger Corp., and Conoco Inc. (incorporated by
            reference to Exhibit 2.1 to Registration Statement on
            Form S-4, as amended, Registration No. 333-74798).

Management Contracts and Compensatory Plans or Arrangements

   (k)    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, File No. 1-720).


                                 5

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                    PHILLIPS PETROLEUM COMPANY

                         INDEX TO EXHIBITS
                            (Continued)

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

 10(l)    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, File No. 1-720).

   (m)    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, File No. 1-720).

   (n)    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, 1999, File No. 1-720).

   (o)    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,
            File No. 1-720).

   (p)    Phillips Petroleum Company Supplemental Executive
            Retirement Plan (incorporated by reference to
            Exhibit 10(n) to Annual Report on Form 10-K for the
            year ended December 31, 2000, File No. 1-720).

   (q)    Key Employee Deferred Compensation Plan of Phillips
            Petroleum Company.*

   (r)    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, File No. 1-720).

   (s)    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, File No. 1-720).


                                 6

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                    PHILLIPS PETROLEUM COMPANY

                         INDEX TO EXHIBITS
                            (Continued)

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

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

   (u)    Key Employee Missed Credited Service Retirement Plan of
            Phillips Petroleum Company (incorporated by reference
            to Exhibit 10(s) to Annual Report on Form 10-K for
            the year ended December 31, 2000, File No. 1-720).

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

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

   (x)    Defined Contribution Makeup Plan of Phillips Petroleum
            Company (incorporated by reference to Exhibit 10(v)
            to Annual Report on Form 10-K for the year ended
            December 31, 2000, File No. 1-720).

   (y)    Phillips Petroleum Company Executive Severance Plan
            (incorporated by reference to Exhibit 10(a) to
            Quarterly Report on Form 10-Q for the quarter ended
            June 30, 1999, File No. 1-720).

   (z)    2002 Omnibus Securities Plan of Phillips Petroleum
            Company (incorporated by reference to Appendix B to
            Phillips Petroleum Company's Definitive Proxy
            Statement on Schedule 14A filed on March 29, 2001,
            File No. 1-720).

 10(aa)   Employment Agreement, dated as of November 18, 2001,
            by and among CorvettePorsche Corp., Phillips
            Petroleum Company, and J. J. Mulva (incorporated by
            reference to Exhibit 10.1 to Form S-4 Registration
            Statement, as amended, Registration No. 333-74798).

 12       Computation of Ratio of Earnings to Fixed Charges.*

 21       List of Subsidiaries of Phillips Petroleum Company.*

 23       Consent of Independent Auditors.*


                                 7

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                    PHILLIPS PETROLEUM COMPANY

                         INDEX TO EXHIBITS
                            (Continued)

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

 99(a)    Form 11-K, Annual Report, of the Thrift Plan of
            Phillips Petroleum Company for the fiscal year ended
            December 31, 2001.

   (b)    Form 11-K, Annual Report, of the Long-Term Stock
            Savings Plan of Phillips Petroleum Company for the
            fiscal year ended December 31, 2001.

   (c)    Form 11-K, Annual Report, of the Retirement Savings
            Plan of Phillips Petroleum Company for the fiscal
            year ended December 31, 2001.

   (d)    Form 11-K, Annual Report, of the Tosco Corporation
            Capital Accumulation Plan for the fiscal year ended
            December 31, 2001.

   (e)    Form 11-K, Annual Report, of the Tosco Corporation
            Store Savings Plan for the fiscal year ended
            December 31, 2001.


*Filed with the original Annual Report on Form 10-K for the year
 ended December 31, 2001.


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


                                 8

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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 19, 2002














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