Exhibit 99(b)



                       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       33-50283
                            --------------------------------




            LONG-TERM STOCK 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 Long-Term Stock Savings Plan of
Phillips Petroleum Company, filed as 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 Long-Term Stock Savings Plan Committee has duly caused
this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.


                                 LONG-TERM STOCK SAVINGS PLAN
                                 OF PHILLIPS PETROLEUM COMPANY


                                     /s/ Rand C. Berney
                                 -----------------------------
                                         Rand C. Berney
                                             Member
                                    Long-Term Stock Savings
                                         Plan Committee

June 24, 1998


                                 1

<PAGE>



-----------------------------------------------------------------
Index To Financial Statements        Long-Term Stock Savings Plan
And Schedules                       Of Phillips Petroleum Company


                                                             Page

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


Financial Statements

  Statements of Net Assets Available for Benefits
    at December 31, 1997 and 1996

      Total Plan ...........................................   4
      Fund EP ..............................................   6
      Fund K ...............................................   8
      Fund L ...............................................  10
      Temporary Fund .......................................  12


  Statements of Changes in Net Assets Available for
    Benefits for the Years Ended December 31, 1997
    and 1996

      Total Plan ...........................................   5
      Fund EP ..............................................   7
      Fund K ...............................................   9
      Fund L ...............................................  11
      Temporary Fund .......................................  13


  Notes to Financial Statements ............................  14


Supplemental Schedules

  Schedule of Assets Held for Investment Purposes at
    December 31, 1997, Line 27a ............................  19

  Schedule of Reportable Transactions for the Year Ended
    December 31, 1997, Line 27d ............................  20


                                 2

<PAGE>



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


The Long-Term Stock Savings Plan Committee
Long-Term Stock Savings Plan of Phillips Petroleum Company

We have audited the accompanying statement of net assets available
for benefits of the Long-Term Stock Savings Plan of Phillips
Petroleum Company (Plan) as of December 31, 1997 and 1996, and the
related statement of changes in net assets available for benefits
for the years then ended, presented on pages 4 and 5.  These
financial statements are the responsibility of the Long-Term Stock
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 presented on pages 6 through 13
listed in the accompanying index to financial statements and
schedules 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

Tulsa, Oklahoma                      ERNST & YOUNG LLP
June 24, 1998


                                 3

<PAGE>



-----------------------------------------------------------------
Statement Of Net Assets              Long-Term Stock Savings Plan
Available For Benefits              Of Phillips Petroleum Company


                                           Thousands of Dollars
                                         ------------------------
At December 31                                 1997          1996
                                         ------------------------

Assets
Investments
  Common stock                           $1,467,488     1,371,686
  Money market fund                           8,767         1,682
-----------------------------------------------------------------
                                          1,476,255     1,373,368
Cash                                              -         1,082
Company Contributions Receivable
  Funds for debt service                        467         2,037
  Before-tax deposits                            35            33
Interest Receivable                              49            24
-----------------------------------------------------------------
Total Assets                              1,476,806     1,376,544
-----------------------------------------------------------------

Liabilities
Securities Acquisition Loans                425,150       450,850
Interest Payable                              1,908         2,165
Administrative Expenses Payable                  80           155
-----------------------------------------------------------------
Total Liabilities                           427,138       453,170
-----------------------------------------------------------------

Net Assets Available for Benefits        $1,049,668       923,374
=================================================================
See Notes to Financial Statements.


                                 4

<PAGE>



-----------------------------------------------------------------
Statement Of Changes In Net          Long-Term Stock Savings Plan
Assets Available For Benefits       Of Phillips Petroleum Company


                                           Thousands of Dollars
                                         ------------------------
Years Ended December 31                        1997          1996
                                         ------------------------

Additions
Company Contributions
  Funds for debt service                 $   18,571        15,578
  Basic allocation requirements                 138            58
  Before-tax deposits                         5,788         5,773
-----------------------------------------------------------------
                                             24,497        21,409
-----------------------------------------------------------------
Investment Income
  Dividends                                  40,927        39,237
  Interest                                      455           358
  Net appreciation in fair value
    of investment                           132,199       318,207
-----------------------------------------------------------------
                                            173,581       357,802
-----------------------------------------------------------------
Total Additions                             198,078       379,211
-----------------------------------------------------------------

Deductions
Distributions to Participants
  or Their Beneficiaries                     45,784        50,310
Interest Expense                             25,978        26,779
Administrative Expense                           22            58
-----------------------------------------------------------------
Total Deductions                             71,784        77,147
-----------------------------------------------------------------

Net Increase                                126,294       302,064

Net Assets Available for Benefits
Beginning of Year                           923,374       621,310
-----------------------------------------------------------------

End of Year                              $1,049,668       923,374
=================================================================
See Notes to Financial Statements.


                                 5

<PAGE>



-----------------------------------------------------------------
Statement Of Net Assets              Long-Term Stock Savings Plan
Available For Benefits              Of Phillips Petroleum Company

                                                          FUND EP


                                           Thousands of Dollars
                                         ------------------------
At December 31                                 1997          1996
                                         ------------------------

Assets
Investments
  Common stock                             $227,217       217,193
  Money market fund                             421           351
-----------------------------------------------------------------
                                            227,638       217,544
Interest Receivable                               3             2
-----------------------------------------------------------------
Total Assets                                227,641       217,546
-----------------------------------------------------------------

Liabilities
Administrative Expenses Payable                  80           155
-----------------------------------------------------------------
Total Liabilities                                80           155
-----------------------------------------------------------------

Net Assets Available for Benefits          $227,561       217,391
=================================================================


Number of Units                          26,518,565    27,811,188
Unit Value                                  $8.5812        7.8167
-----------------------------------------------------------------
See Notes to Financial Statements.


                                 6

<PAGE>



-----------------------------------------------------------------
Statement Of Changes In Net          Long-Term Stock Savings Plan
Assets Available For Benefits       Of Phillips Petroleum Company

                                                          FUND EP


                                           Thousands of Dollars
                                         ------------------------
Years Ended December 31                      1997            1996
                                         ------------------------

Additions
Investment Income
  Dividends                              $  6,370           6,280
  Interest                                     28              15
  Net appreciation in fair value
    of investment                          20,394          51,183
-----------------------------------------------------------------
Total Additions                            26,792          57,478
-----------------------------------------------------------------

Deductions
Distributions to Participants
  or Their Beneficiaries                   16,600          20,919
Administrative Expense                         22              58
-----------------------------------------------------------------
Total Deductions                           16,622          20,977
-----------------------------------------------------------------

Net Increase                               10,170          36,501

Net Assets Available for
  Benefits
Beginning of Year                         217,391         180,890
-----------------------------------------------------------------

End of Year                              $227,561         217,391
=================================================================
See Notes to Financial Statements.


                                 7

<PAGE>



-----------------------------------------------------------------
Statement Of Net Assets              Long-Term Stock Savings Plan
Available For Benefits              Of Phillips Petroleum Company

                                                           FUND K


                                           Thousands of Dollars
                                         ------------------------
At December 31                                1997           1996
                                         ------------------------

Assets
Investments
  Common stock                             $75,736         64,354
  Money market fund                            211            167
-----------------------------------------------------------------
                                            75,947         64,521
Due from Temporary Fund                        635            635
Interest Receivable                              1              1
-----------------------------------------------------------------
Total Assets                                76,583         65,157
-----------------------------------------------------------------

Net Assets Available for Benefits          $76,583         65,157
=================================================================


Number of Units                         36,965,486     34,574,082
Unit Value                                 $2.0718         1.8846
-----------------------------------------------------------------
See Notes to Financial Statements.


                                 8

<PAGE>



------------------------------------------------------------------
Statement Of Changes In Net           Long-Term Stock Savings Plan
Assets Available For Benefits        Of Phillips Petroleum Company

                                                            FUND K


                                            Thousands of Dollars
                                          ------------------------
Years Ended December 31                      1997             1996
                                          ------------------------

Additions
Allocation of Deposits and
  Earnings from Temporary Fund            $ 5,821            5,804
------------------------------------------------------------------
Investment Income
  Dividends                                 2,008            1,741
  Interest                                     12               20
  Net appreciation in fair value
    of investment                           6,688           13,924
------------------------------------------------------------------
                                            8,708           15,685
------------------------------------------------------------------
Total Additions                            14,529           21,489
------------------------------------------------------------------

Deductions
Distributions to Participants
  or Their Beneficiaries                    3,103            3,539
------------------------------------------------------------------

Net Increase                               11,426           17,950

Net Assets Available for Benefits
Beginning of Year                          65,157           47,207
------------------------------------------------------------------

End of Year                               $76,583           65,157
==================================================================
See Notes to Financial Statements.


                                  9

<PAGE>



-----------------------------------------------------------------
Statement Of Net Assets              Long-Term Stock Savings Plan
Available For Benefits              Of Phillips Petroleum Company

                                                           FUND L


                                           Thousands of Dollars
                                         ------------------------
At December 31                                 1997          1996
                                         ------------------------

Assets
Investments
  Common stock                           $1,164,535     1,090,139
  Money market fund                           7,535           562
-----------------------------------------------------------------
                                          1,172,070     1,090,701
Cash                                              -         1,082
Company Contributions Receivable
  Funds for debt service                        467         2,037
Interest Receivable                              45            21
-----------------------------------------------------------------
Total Assets*                             1,172,582     1,093,841
-----------------------------------------------------------------

Liabilities
Securities Acquisition Loans                425,150       450,850
Interest Payable                              1,908         2,165
-----------------------------------------------------------------
Total Liabilities                           427,058       453,015
-----------------------------------------------------------------

Net Assets Available for Benefits        $  745,524       640,826
=================================================================


Number of Units                         196,065,907   175,944,066
Unit Value**                                $2.7818        2.5317
-----------------------------------------------------------------
See Notes to Financial Statements.

 *The amount of total assets that was not allocated to
  participants at December 31, 1997 and 1996, was
  $627,164 thousand and $648,408 thousand, respectively.
**Unit value calculated on assets allocated to participants only.


                                10

<PAGE>



------------------------------------------------------------------
Statement Of Changes In Net           Long-Term Stock Savings Plan
Assets Available For Benefits        Of Phillips Petroleum Company

                                                            FUND L


                                            Thousands of Dollars
                                          ------------------------
Years Ended December 31                       1997            1996
                                          ------------------------

Additions
Company Contributions
  Funds for debt service                  $ 18,571          15,578
  Basic allocation requirements                138              58
------------------------------------------------------------------
                                            18,709          15,636
------------------------------------------------------------------
Investment Income
  Dividends                                 32,549          31,216
  Interest                                     382             292
  Net appreciation in fair value
    of investment                          105,117         253,100
------------------------------------------------------------------
                                           138,048         284,608
------------------------------------------------------------------
Total Additions                            156,757         300,244
------------------------------------------------------------------
Deductions
Distributions to Participants
  or Their Beneficiaries                    26,081          25,852
Interest Expense                            25,978          26,779
------------------------------------------------------------------
Total Deductions                            52,059          52,631
------------------------------------------------------------------

Net Increase                               104,698         247,613

Net Assets Available for
  Benefits
Beginning of Year                          640,826         393,213
------------------------------------------------------------------

End of Year                               $745,524         640,826
==================================================================
See Notes to Financial Statements.


                                 11

<PAGE>



-----------------------------------------------------------------
Statement Of Net Assets              Long-Term Stock Savings Plan
Available For Benefits              Of Phillips Petroleum Company

                                                   TEMPORARY FUND


                                             Thousands of Dollars
                                             --------------------
At December 31                               1997            1996
                                             --------------------

Assets
Investments
  Money market fund                          $600             602
Company Contributions Receivable
  Before-tax deposits                          35              33
-----------------------------------------------------------------
Total Assets                                  635             635
-----------------------------------------------------------------

Liabilities
Due to Fund K                                 635             635
-----------------------------------------------------------------
Total Liabilities                             635             635
-----------------------------------------------------------------

Net Assets Available for Benefits            $  -               -
=================================================================
See Notes to Financial Statements.


                                12

<PAGE>



-----------------------------------------------------------------
Statement Of Changes In Net          Long-Term Stock Savings Plan
Assets Available For Benefits       Of Phillips Petroleum Company

                                                   TEMPORARY FUND


                                           Thousands of Dollars
                                         ------------------------
Years Ended December 31                    1997              1996
                                         ------------------------

Additions
Company Contributions
  Before-tax deposits                    $5,788             5,773
Investment Income
  Interest                                   33                31
-----------------------------------------------------------------
Total Additions                           5,821             5,804
-----------------------------------------------------------------

Deductions
Allocation of Deposits and
  Earnings to Fund K                      5,821             5,804
-----------------------------------------------------------------

Net Increase                                  -                 -

Net Assets Available for Benefits
Beginning of Year                             -                 -
-----------------------------------------------------------------

End of Year                              $    -                 -
=================================================================
See Notes to Financial Statements.


                                13

<PAGE>



-----------------------------------------------------------------
Notes To Financial Statements        Long-Term Stock Savings Plan
                                    Of Phillips Petroleum Company


Note 1 -- Plan Description

The following description of the Long-Term Stock Savings Plan of
Phillips Petroleum Company (Plan) is subject to and qualified by
the more complete information appearing in the Plan document.

The Plan became effective July 1, 1988, and is a defined
contribution stock bonus plan available to certain employees of
Phillips Petroleum Company and participating subsidiaries
(Company).  Generally, any person on the U.S. direct dollar
payroll of the Company is eligible to participate, except
non-managerial retail marketing outlet employees and certain
other employee classifications.

Effective at the close of business on December 31, 1995, Vanguard
Fiduciary Trust Company, P.O. Box 2900, Valley Forge,
Pennsylvania 19482, became the Plan Trustee.  Plan investments
are held by the Trustee in the Temporary Fund, Fund K (also known
as the Employee Stock Fund), Fund L (also known as the Employer
Stock Fund) and Fund EP (also known as the EP Stock Fund).
Temporary Fund investments consist of specified short-term
securities.  Funds K, L and EP are invested primarily in the
common stock of Phillips Petroleum Company (Phillips Stock).

Fund L consists of Phillips Stock, purchased with the proceeds of
the loans described in Note 3 or with certain Company
contributions.  The Phillips Stock is allocated to Fund L or
Fund EP accounts of eligible participants in one of three types
of stock allocations:  semiannual basic allocations, dividend
replacement allocations and supplemental allocations.  A basic
allocation is made as of June 30 and December 31 each year.
Prior to 1999, 716,846 shares of stock will be divided among or
"allocated to" the Fund L accounts of eligible participants as of
each June 30 and December 31.  After 1998 and through 2005, the
number of shares to be allocated semiannually will be 477,876.
In December 1995, the Company extended the LTSSP to the year
2015.  Without the extension, allocations of stock to employees
would have been completed in 2005 or before.  The new extension
will require additional shares to be delivered to the LTSSP.
After 2005 and through the allocation date following the date the
second loan is repaid, the number of shares to be allocated
semiannually on each basic allocation date will be 3,877 shares
for each 100 employees eligible to make deposits as of the
preceding allocation date.  The LTSSP is eligible to receive
shares from the Company's Compensation and Benefits Trust, also
established in December 1995.


                                14

<PAGE>



A participant's semiannual basic allocation is based on the ratio
of the participant's Fund K before-tax deposits to all eligible
participants' before-tax deposits for the allocation period.  If
the Company does not elect to make a special contribution and if
eligible dividends from participants' Fund L or Fund EP accounts
are used to make loan payments, participants will receive a
dividend replacement allocation.  The Plan used $18.5 million and
$16.1 million in dividends on allocated shares to make loan
payments and allocated 406,950 shares and 402,774 shares in
dividend replacement allocations to participants' Fund L and
Fund EP accounts in 1997 and 1996, respectively.  A supplemental
allocation is made each year-end if all shares released for
allocation, based on loan payment provisions, have not been
allocated.

The Company makes contributions to the Plan which, when
aggregated with the Plan's dividends from Fund L, certain
dividends from Fund EP and certain interest earnings from Fund L,
equal the amount necessary to enable the Plan to make its
regularly scheduled payments of principal and interest due on its
loans.  The Company may also elect to make contributions to the
Plan, as an alternative to utilizing the dividends from shares in
Fund EP or from Loan 1 (see Note 3) allocated shares in Fund L.
Finally, the Company may make contributions to the Plan in the
amount necessary to bring the number of shares of stock released
for allocation up to the level required to complete the basic
allocation by contributing cash or by contributing Phillips
Stock.

Eligible employees may elect to have their salaries reduced and
before-tax deposits made by the Company on their behalf equal to
1 percent of pay.  These deposits are first placed into the
Temporary Fund and remain there until the valuation date on or
about the 20th day of the following month when they are
transferred into the employee's Fund K account.  Interest earned
on deposits while in the Temporary Fund are credited quarterly to
each participant who still maintains an account in the Plan and
who made deposits during the quarter.  The interest of
participants in each fund is represented by units allocated to
them.

Assets of the Employee Stock Ownership Plan of Phillips Petroleum
Company (ESOP) and the Payroll Stock Ownership Plan of Phillips
Petroleum Company (PAYSOP), which were merged into the Plan on
July 1, 1988, are held in Fund EP.

Participants are always vested in their deposits and amounts
credited to their accounts.  Total withdrawals from Funds K, L
and EP may be made upon the occurrence of specified events,
including the attainment of age 59 1/2 (after December 31, 1998,
for Funds EP and L) or separation from service.  Partial
withdrawals are permitted in cases of specified financial


                                15

<PAGE>



hardship and certain other cases.  For a participant who retires
or becomes totally disabled, unless a request for withdrawal is
made as of any earlier date, distribution will be deferred to a
date not later than the first valuation date of February of the
year after the year age 70 1/2 is attained.  If the participant
dies, distribution to a surviving spouse beneficiary will be
deferred to the first valuation date of the second month
preceding the month in which the participant would have attained
age 70 1/2.  This deferral is revocable by the participant or the
surviving spouse.  Distributions to non-spouse beneficiaries may
be deferred approximately five years.

A participant may elect a direct rollover of the taxable portion
of most distributions to an Individual Retirement Account or
another tax-qualified plan.  The taxable portion of any such
distribution that is not rolled over directly will be subject to
20 percent federal withholding.

The Plan is administered by the Long-Term Stock Savings Plan
Committee, the members of which are appointed by the Board of
Directors of Phillips Petroleum Company.  Members of the
Committee serve without compensation, but are reimbursed by the
Company for necessary expenditures incurred in the discharge of
their duties.  Administrative expenses of the Plan will be paid
by the Trustee from assets of the Plan to the extent allowable by
law, unless paid by the Company.  In 1997 and 1996, the Trustee
made cash payments of $96,682 and $0, respectively, for
reimbursement of administrative expenses to Phillips from
Fund EP.  Plan administrative expenses of approximately $110,000
and $200,000 were paid by Phillips to the Trustee in 1997 and
1996, respectively.


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.


Note 3 -- Securities Acquisition Loans

The Plan borrowed $250 million (Loan 1) and $400 million (Loan 2)
in 1988 and 1990, respectively, and purchased 14,336,918 and
14,159,292 shares of common stock from Phillips Petroleum Company
(Phillips), respectively.  The shares are held in a Fund L
suspense account until allocated to eligible participants based
on the provisions of the Plan.  At December 31, 1997 and 1996,
the market value of unallocated shares was $619 million and
$645 million, respectively.


                                16

<PAGE>



The Loans are guaranteed by Phillips.  They are being repaid
through contributions made by the Company, dividends on
unallocated and allocated shares, and earnings on the short-term
investment of dividends.  The carrying amounts of the Loans
approximate fair value.

Loan 1
During 1994, the Plan signed a $131 million term-loan agreement
that was used to refinance the outstanding notes payable issued
in 1988.  The notes were redeemed on May 16, 1994.  The new term
loan requires repayment in annual installments through the year
1998, matching the maturities of the refinanced notes, but at a
reduced cost.  Principal payments totaling $26 million were made
on Loan 1 in both 1997 and 1996.  The outstanding balance of
Loan 1 at December 31, 1997, was $28 million.  Loan 1 provides
for variable interest rates.  The rates were 4.9875 percent and
4.98 percent at December 31, 1997 and 1996, respectively.

Loan 2
Loan 2 was amended late in 1995 to extend its term from 15 to
25 years.  Loan 2 is a bank loan, requiring repayment in annual
installments beginning in 2005, through the year 2015.

Any participating bank in the syndicate of lenders may cease to
participate on December 5, 2004, by giving not less than 180 days
prior notice to the Plan and Phillips.  Also, each bank
participating in the loan has the optional right, if the current
directors of Phillips or their approved successors cease to be a
majority of the Board of Directors, and upon not less than 90
days notice, to cease to participate in the loan.  Under the
above conditions, such banks' rights and obligations under the
loan agreement must be purchased by Phillips if not transferred
to another bank of Phillips' choice.

The outstanding balance of Loan 2 at December 31, 1997, was
$397 million.  Loan 2 provides for variable interest rates.  The
rates were 6.1875 percent and 5.775 percent at December 31, 1997
and 1996, respectively.


Note 4 -- Investments

Phillips Stock is valued at fair value, using the New York Stock
Exchange closing quoted market price.  For money market funds,
cost and market value are the same.


                                17

<PAGE>



Note 5 -- Tax Status

The Internal Revenue Service (IRS) determined on January 16,
1996, 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 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.


                                 18

<PAGE>



-------------------------------------------------------------------------------
Schedule of Assets Held for                     Long-Term Stock Savings Plan Of
Investment Purposes                                  Phillips Petroleum Company
Line 27a                                               EIN 73-0400345, Plan 022



At December 31, 1997

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

Phillips Petroleum  30,179,693 shares of common
  Company*          stock, $1.25 par value                $646,941    1,467,488

Vanguard Fiduciary  8,767,000 units of
  Trust Company*    participation in the Vanguard
                    Money Market Reserves-Prime
                    Portfolio, $1.00 par value               8,767        8,767
-------------------------------------------------------------------------------
                                                          $655,708    1,476,255
===============================================================================
*Party-in-interest


                                 19

<PAGE>



-----------------------------------------------------------------
Schedule of Reportable Transactions  Long-Term Stock Savings Plan
Line 27d                            of Phillips Petroleum Company
Series of Transactions in Excess         EIN 73-0400345, Plan 022
  of 5 Percent of Net assets

Year Ended December 31, 1997


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

Vanguard Fiduciary
  Trust Company**,
  Vanguard Money
  Market Reserves-
  Prime Portfolio            $72,899       65,814               -
-----------------------------------------------------------------
 *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.


                                20

<PAGE>



                                                      Exhibit 1




                 CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration
Statement (Form S-8, File No. 33-50283) pertaining to the Long-
Term Stock 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
Long-Term Stock 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>