Exhibit  99(c)


                       FORM 11-K


                     UNITED STATES
           SECURITIES AND EXCHANGE COMMISSION
                 Washington, D.C. 20549


     (Mark One)

     [X]   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934


     For the year ended       December 31, 1997
                        ------------------------------------

                           OR

     [ ]   TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934


     For the transition period from             to
                                    -----------    ---------

     Commission file number       33-28669
                            --------------------------------





               RETIREMENT SAVINGS PLAN OF
               PHILLIPS PETROLEUM COMPANY
                (Full title of the Plan)





               PHILLIPS PETROLEUM COMPANY
             (Name of issuer of securities)





             Bartlesville, Oklahoma                  74004
     (Address of principal executive office)      (Zip code)



<PAGE>



FINANCIAL STATEMENTS AND EXHIBITS

(a)  Financial Statements
     --------------------

Financial statements of the Retirement Savings Plan of Phillips
Petroleum Company, filed as a part of this annual report, are
listed in the accompanying index.

(b)  Exhibits
     --------

Exhibit 1   Consent of Ernst & Young LLP.


                            SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the Retirement Savings Plan Committee has duly caused this
annual report to be signed on its behalf by the undersigned
hereunto duly authorized.


                                 RETIREMENT SAVINGS PLAN OF
                                 PHILLIPS PETROLEUM COMPANY


                                   /s/ Rand C. Berney
                              ---------------------------------
                                       Rand C. Berney
                                           Member
                              Retirement Savings Plan Committee



June 24, 1998


                                 1

<PAGE>



-----------------------------------------------------------------
Index To Financial Statements          Retirement Savings Plan Of
And Schedules                          Phillips Petroleum Company



                                                             Page

Report of Independent Auditors .............................   3


Financial Statements

  Statement of Net Assets Available for Benefits
    at December 31, 1997 ...................................   4


  Statement of Net Assets Available for Benefits
    at December 31, 1996 ...................................   5


  Statement of Changes in Net Assets Available for Benefits
    for the Year Ended December 31, 1997 ...................   6


  Statement of Changes in Net Assets Available for Benefits
    for the Year Ended December 31, 1996 ...................   7


  Notes to Financial Statements ............................   8


Supplemental Schedules

  Schedule of Assets Held for Investment Purposes at
    December 31, 1997, Line 27a ............................  12

  Schedule of Reportable Transactions for the Year Ended
    December 31, 1997, Line 27d ............................  13


                                 2

<PAGE>



------------------------------------------------------------------
Report Of Independent Auditors


The Retirement Savings Plan Committee
Retirement Savings Plan of Phillips
  Petroleum Company

We have audited the accompanying statements of net assets
available for benefits of the Retirement Savings Plan of Phillips
Petroleum Company (Plan) as of December 31, 1997 and 1996, and the
related statements of changes in net assets available for benefits
for the years then ended.  These financial statements are the
responsibility of the Retirement Savings Plan Committee
(Committee).  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and
significant estimates made by the Committee, as well as evaluating
the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for
benefits of the Plan at December 31, 1997 and 1996, and the
changes in its net assets available for benefits for the years
then ended, in conformity with generally accepted accounting
principles.

Our audits were performed for the purpose of forming an opinion on
the basic financial statements taken as a whole.  The accompanying
supplemental schedules of assets held for investment purposes as
of December 31, 1997, and reportable transactions for the year
then ended, are presented for purposes of complying with the
Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of
1974, and are not a required part of the basic financial
statements.  The fund information in the statements of net assets
available for benefits and the statements of changes in net assets
available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for
benefits and changes in net assets available for benefits of each
fund.  The supplemental schedules and fund information have been
subjected to the auditing procedures applied in our audits of the
basic financial statements and, in our opinion, are fairly stated
in all material respects in relation to the basic financial
statements taken as a whole.


                                 /s/ Ernst & Young LLP

                                     ERNST & YOUNG LLP
Tulsa, Oklahoma
June 24, 1998


                                 3

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-----------------------------------------------------------------
Statement Of Net Assets                Retirement Savings Plan Of
Available For Benefits                 Phillips Petroleum Company


At December 31, 1997

                                                 Fixed
                                            Investment      Stock
                                    Total         Fund       Fund
                              -----------------------------------
Assets
Investments
  Insurance contract          $ 9,969,068    9,969,068          -
  Common stock                    629,402            -    629,402
  Money market fund                 1,614            -      1,614
-----------------------------------------------------------------
                               10,600,084    9,969,068    631,016
Interest Receivable                    13            -         13
Employer Contributions
  Receivable                       49,987       49,987          -
-----------------------------------------------------------------
Total Assets                   10,650,084   10,019,055    631,029
-----------------------------------------------------------------

Net Assets Available
  for Benefits                $10,650,084   10,019,055    631,029
=================================================================


Number of Units                              2,223,011     90,539
Unit Values                                    $4.5070     6.9697
-----------------------------------------------------------------
See Notes to Financial Statements.


                                 4

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-----------------------------------------------------------------
Statement Of Net Assets                Retirement Savings Plan Of
Available For Benefits                 Phillips Petroleum Company


At December 31, 1996

                                                 Fixed
                                            Investment      Stock
                                    Total         Fund       Fund
                              -----------------------------------
Assets
Investments
  Insurance contract          $ 9,801,586    9,801,586          -
  Common stock                    791,898            -    791,898
  Money market fund                12,499            -     12,499
-----------------------------------------------------------------
                               10,605,983    9,801,586    804,397
Interest Receivable                    80            -         80
Employer Contributions
  Receivable                       75,880       75,880          -
-----------------------------------------------------------------
Total Assets                   10,681,943    9,877,466    804,477
-----------------------------------------------------------------

Net Assets Available
  for Benefits                $10,681,943    9,877,466    804,477
=================================================================


Number of Units                              2,332,746    129,469
Unit Values                                    $4.2343     6.2137
-----------------------------------------------------------------
See Notes to Financial Statements.


                                 5

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-----------------------------------------------------------------
Statement Of Changes In Net            Retirement Savings Plan Of
Assets Available For Benefits          Phillips Petroleum Company


Year Ended December 31, 1997

                                                Fixed
                                           Investment       Stock
                                 Total           Fund        Fund
                           --------------------------------------
Additions
Participating Employer
  Contributions            $   404,903        404,903           -
-----------------------------------------------------------------
Investment Income
  Interest                     623,755        623,496         259
  Dividends                     20,747              -      20,747
  Net appreciation of
    common stock                32,832              -      32,832
-----------------------------------------------------------------
                               677,334        623,496      53,838
-----------------------------------------------------------------
Total Additions              1,082,237      1,028,399      53,838
-----------------------------------------------------------------

Deductions
Withdrawals and
  Distributions              1,099,496        872,210     227,286
Forfeitures                     14,600         14,600           -
-----------------------------------------------------------------
Total Deductions             1,114,096        886,810     227,286
-----------------------------------------------------------------

Net Increase (Decrease)        (31,859)       141,589    (173,448)

Net Assets Available
  for Benefits
Beginning of Year           10,681,943      9,877,466     804,477
-----------------------------------------------------------------

End of Year                $10,650,084     10,019,055     631,029
=================================================================
See Notes to Financial Statements.


                                 6

<PAGE>



---------------------------------------------------------------------
Statement Of Changes In Net                Retirement Savings Plan Of
Assets Available For Benefits              Phillips Petroleum Company


Year Ended December 31, 1996

                                          Fixed             Temporary
                                     Investment     Stock  Investment
                              Total        Fund      Fund        Fund
                        ---------------------------------------------
Additions
Participating Employer
  Contributions         $   418,159     418,159         -           -
---------------------------------------------------------------------
Investment Income
  Interest                  628,693     628,198       459          36
  Dividends                  22,751           -    22,751           -
  Net appreciation of
    common stock            182,474           -   182,474           -
---------------------------------------------------------------------
                            833,918     628,198   205,684          36
---------------------------------------------------------------------
Total Additions           1,252,077   1,046,357   205,684          36
---------------------------------------------------------------------

Deductions
Withdrawals and
  Distributions           1,059,430   1,032,212    27,218           -
Forfeitures                   6,800       6,800         -           -
---------------------------------------------------------------------
Total Deductions          1,066,230   1,039,012    27,218           -
---------------------------------------------------------------------

Allocation of Deposits
  and Earnings                    -          30         6         (36)
---------------------------------------------------------------------

Interfund Transfers               -       7,968    (7,968)          -
---------------------------------------------------------------------

Net Increase                185,847      15,343   170,504           -

Net Assets Available
  for Benefits
Beginning of Year        10,496,096   9,862,123   633,973           -
---------------------------------------------------------------------

End of Year             $10,681,943   9,877,466   804,477           -
=====================================================================
See Notes to Financial Statements.


                                   7

<PAGE>



-----------------------------------------------------------------
Notes To Financial Statements          Retirement Savings Plan Of
                                       Phillips Petroleum Company


Note 1 -- Plan Description

The following description of the Retirement Savings Plan of
Phillips Petroleum Company (Plan) is subject to and qualified by
the more complete information appearing in the Plan document.
The Plan was known as the Retirement Savings Plan of Phillips
Petroleum Company Subsidiaries until December 7, 1994.

The Plan is a defined contribution plan sponsored by Phillips
Petroleum Company (Company) for any domestic subsidiary or
division that the Company approves for participation in the Plan
and that has adopted and become a party to the Plan for the
current participation of their active employees (Participating
Employer).  For the years ending December 31, 1997 and 1996,
Phillips Driscopipe (with respect to hourly employees only), a
division of the Company, was the only Participating Employer.

Other subsidiaries or divisions having present or former
employees holding interests in the Plan are Catalyst Resources,
Inc. (sold March 30, 1994), Drilling Specialties Company,
Phillips Coal Company, and Phillips Uranium Corporation (now
liquidated).

Generally, an employee of a Participating Employer becomes a
participant after completing a six-month period of service of 500
or more hours.  Participation in the Plan by each eligible
employee is mandatory.  Each month the Participating Employer or
the Company contributes an amount equal to 5 percent of each
participant's regular monthly earnings.  A participant can make
after-tax deposits, in whole percentages, ranging from 1 to
10 percent of his regular monthly earnings.  Participants can
elect to change their deposit rates once each six months.
Effective January 1, 1996, the hourly employees of Phillips
Driscopipe were no longer permitted to make deposits under this
Plan.  However, the Participating Employer or the Company
continues to make contributions to this Plan on their behalf.

Plan assets consist of the Stock Fund, the Fixed Investment Fund
and the Temporary Investment Fund.  Investments for each fund
are:  Stock Fund (common stock of the Company); Fixed Investment
Fund (an insurance contract with Travelers Insurance Company
(Travelers) under which Travelers guarantees repayment of the
principal paid to it and a minimum effective rate of interest
thereon); and Temporary Investment Fund (specified short-term
securities).  WestStar Bank, Bartlesville, Oklahoma, served as
Trustee for all plan assets prior to the close of business on


                                 8

<PAGE>



February 28, 1998, when the Trustee was changed to Vanguard
Fiduciary Trust Company, P.O. Box 2900, Valley Forge,
Pennsylvania 19482.  Effective with the change in Trustee, the
Company became contractholder of the insurance contract with
Travelers for the Fixed Fund.  This change in contractholder does
not affect participant benefits.  The interests of participants
in each fund are represented by units allocated to them.  Unit
values reflected in the accompanying statements are based on
aggregate fund values and aggregate units.

Participant deposits are placed first in the Temporary Investment
Fund and remain there until the valuation date on or about the
20th day of the following month.  Deposits and earnings thereon
are then paid into the Stock Fund or the Fixed Investment Fund as
directed by the participant.  No investment directions may be
made with respect to Participating Employer contributions, all of
which are invested only in the Fixed Investment Fund.  The Plan
allows limited transfers between the Stock Fund and the Fixed
Investment Fund.

A participant's interest in his own deposits is vested at all
times, and his interest in Participating Employer contributions
becomes fully vested on the earliest of the following dates:
(a) upon attainment of age 65 or upon normal retirement; (b) upon
completing five years of vesting service; (c) upon death;
(d) upon becoming totally and permanently disabled; (e) upon
being laid off for lack of work; (f) upon termination or partial
termination of the Plan or discontinuance of Participating
Employer contributions; or (g) upon certain other events.

Partial vesting in Participating Employer contributions takes
place in one year increments, with complete vesting after five
years of vesting service.  A participant who has made deposits
may withdraw any amount attributable to those deposits.
Withdrawals of deposits may be made only once each six months.
Suspensions of employee deposits for three and six months apply
for partial and complete withdrawals, respectively.

A participant's interest in the contributions of a Participating
Employer becomes available for distribution upon specified
events, including separation from service or retirement.
Termination of employment will result in forfeiture of
Participating Employer contributions if a participant's interest
attributable to those Participating Employer contributions is not
vested.  Forfeitures are used to reduce employer contributions.
A participant who retires may postpone distribution until no
later than the February valuation date following the year of
attainment of age 70 1/2.


                                 9

<PAGE>



Distributions from the Fixed Investment Fund are made in cash
while those from the Stock Fund are in whole shares of the
Company's common stock, plus cash for fractional shares, unless
the participant directs that the distribution be wholly or
partially in cash.  Distribution in the form of an annuity is
also available, as set forth in the Plan.

In the event of termination of the Plan, participants and
beneficiaries of deceased participants will be vested with
respect to, and will receive, within a reasonable time, any funds
in their accounts as of the date of the termination.

The Plan is administered by the Retirement Savings Plan
Committee, a Plan Financial Administrator and a Plan Benefits
Administrator.  The members of the Committee are appointed by the
Board of Directors of the Company.  The Committee has power to
interpret the Plan and the Plan Benefits Administrator has the
authority to determine eligibility for benefits.  The Plan
Financial Administrator has the responsibility to manage and
control the assets of the Plan in accordance with the terms of
the Plan.  Brokerage fees, commissions, stock transfer taxes and
other charges and expenses incurred in connection with the
purchase or sale of securities are paid by the Plan.  The cost of
administering the Plan is paid by the Company.


Note 2 -- Use of Estimates

The preparation of financial statements in conformity with
generally accepted accounting principles requires estimates and
assumptions that affect the amounts reported in the financial
statements and accompanying notes.  Actual results could differ
from those estimates and assumptions.


Note 3 -- Investments

Common stock of the Company is valued at the closing quoted
market price on the valuation date.  The value of the insurance
contract is recorded at contract value, which approximates fair
value, and represents contributions, plus interest credited, less
distributions.  The money market fund is valued at the current
redemption price determined by the Trustee.


                                10

<PAGE>



Note 4 -- Tax Status

The Internal Revenue Service (IRS) determined on December 26,
1995, that the 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.  The Committee is not aware of any activity
that would affect the qualified status of the Plan.


Note 5 -- Insurance Contract

The average yield of the Fixed Fund insurance contract was
6.57 percent and 6.66 percent in 1997 and 1996, respectively.
The crediting interest rate of the insurance contract was
6.50 percent for 1997 and 6.60 percent for 1996.  The crediting
interest rate, determined by Travelers, is reset annually, with
the new rate going into effect on January 1 of each year.  There
is no contractually guaranteed minimum interest rate and the
contract with Travelers does not provide a basis for determining
the crediting interest rate.


Note 6 -- Impact of Year 2000 (Unaudited)

In April 1996, Phillips initiated a company-wide Year 2000
project, utilizing both internal and external resources, to
define, assess, convert, or replace various programs, hardware
and instrumentation systems to make them Year 2000 compliant.
The project also includes determining whether third-party service
providers have plans in place to become Year 2000 compliant.
Vanguard, as Plan Trustee, has also initiated a Year 2000
project.  Phillips does not expect the Year 2000 issue to have a
significant effect on Plan operations.  However, an unexpected
failure to adequately address this issue could result in an
interruption of normal Plan operations and activities.


                                11

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------------------------------------------------------------------------------
Schedule of Assets Held                             Retirement Savings Plan of
For Investment Purposes                             Phillips Petroleum Company
Line 27a                                              EIN 73-0400345, Plan 010


At December 31, 1997


(a, b) Identity of   (c) Description of investment
issue, borrower,     including maturity date,
lessor, or similar   rate of interest, collateral,  (d) Historical (e) Current
party                par or maturity value               Cost         Value
-------------------- ------------------------------ -------------- -----------

The Travelers        Group Annuity Contract
  Insurance Company*   GR-10462, deposit
                       administration fund             $ 9,969,068   9,969,068

Phillips Petroleum   12,944 shares of common stock,
  Company*             $1.25 par value                     242,010     629,402

Vanguard Fiduciary   1,614 units of participation
  Trust Company*       in the Vanguard Money Market
                       Reserves-Prime Portfolio,
                       $1.00 par value                       1,614       1,614
------------------------------------------------------------------------------

                                                       $10,212,692  10,600,084
==============================================================================
*Party-in-interest


                                 12

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-----------------------------------------------------------------
Schedule of Reportable Transactions    Retirement Savings Plan of
Line 27d                               Phillips Petroleum Company
Series of Transactions in Excess       EIN 73-0400345, Plan 010
  of 5 Percent of Net Assets


Year Ended December 31, 1997

(a, b) Identity of
party involved and        (c) Value of   (d) Value   (i) Net gain
description of asset      purchases*     of sales*   or (loss)
-----------------------   ------------   ---------   ------------

The Travelers Insurance
  Company**                 $1,039,692     872,220              -
-----------------------------------------------------------------
 *This is also the cost of purchases and current value of sales
  at time of transaction.
**Party-in-interest

Columns (e), (f), (g) and (h) are not applicable.


                                13

<PAGE>



                                                        Exhibit 1





                 CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration
Statement (Form S-8, File No. 33-28669) pertaining to the
Retirement Savings Plan of Phillips Petroleum Company and in the
related Prospectus of our report dated June 24, 1998, with
respect to the financial statements and schedules of the
Retirement Savings Plan of Phillips Petroleum Company included in
this Annual Report (Form 11-K) for the year ended December 31,
1997.



                                  /s/ Ernst & Young LLP

                                      ERNST & YOUNG LLP
Tulsa, Oklahoma
June 24, 1998


<PAGE>