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, 1996
                        ------------------------------------

                           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/ Jacqueline K. Wagner
                              ---------------------------------
                                    Jacqueline K. Wagner
                                           Member
                              Retirement Savings Plan Committee



June 25, 1997


                                 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, 1996 ...................................   4


  Statement of Net Assets Available for Benefits
    at December 31, 1995 ...................................   5


  Statement of Changes in Net Assets Available for Benefits
    for the Year Ended December 31, 1996 ...................   6


  Statement of Changes in Net Assets Available for Benefits
    for the Year Ended December 31, 1995 ...................   7


  Statement of Changes in Net Assets Available for Benefits
    for the Year Ended December 31, 1994 ...................   8


  Notes to Financial Statements ............................   9


Supplemental Schedules

  Schedule of Assets Held for Investment Purposes at
    December 31, 1996, Line 27a ............................  13

  Schedule of Reportable Transactions for the Year Ended
    December 31, 1996, Line 27d ............................  14


                                 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, 1996 and 1995, and
the related statements of changes in net assets available for
benefits for each of the three years in the period ended
December 31, 1996. 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, 1996 and 1995,
and the changes in its net assets available for benefits for each
of the three years in the period ended December 31, 1996, 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, 1996, and reportable transactions for
the year ended December 31, 1996, 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 statement of
net assets available for benefits and the statement 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 25, 1997


                                 3

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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.


                                 4

<PAGE>




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


At December 31, 1995

                                          Fixed            Temporary
                                     Investment    Stock  Investment
                              Total        Fund     Fund        Fund
                        --------------------------------------------
Assets
Investments
  Insurance contract    $ 9,850,414   9,850,414        -           -
  Common stock              624,146           -  624,146           -
  Money market fund          19,619           -    8,615      11,004
--------------------------------------------------------------------
                         10,494,179   9,850,414  632,761      11,004
Interest Receivable              86           -       38          48
Employee Deposits
  Receivable                 10,290           -        -      10,290
Employer Contributions
  Receivable                 28,011      28,011        -           -
Interfund Receivable
  (Payable)                       -      20,168    1,174     (21,342)
--------------------------------------------------------------------
Total Assets             10,532,566   9,898,593  633,973           -
--------------------------------------------------------------------

Liabilities
Other Payables               36,470      36,470        -           -
--------------------------------------------------------------------
Total Liabilities            36,470      36,470        -           -
--------------------------------------------------------------------

Net Assets Available
  for Benefits          $10,496,096   9,862,123  633,973           -
====================================================================


Number of Units                       2,479,731  135,882
Unit Values                             $3.9771   4.6656
--------------------------------------------------------------------
See Notes to Financial Statements.


                                  5

<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.


                                   6

<PAGE>



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


Year Ended December 31, 1995

                                            Fixed            Temporary
                                       Investment    Stock  Investment
                                Total        Fund     Fund        Fund
                          --------------------------------------------
Additions
Contributions and Deposits
  Participating Employer
    contributions         $   316,258     316,258        -           -
  Employee deposits           128,135           -        -     128,135
----------------------------------------------------------------------
                              444,393     316,258        -     128,135
----------------------------------------------------------------------
Investment Income
  Interest                    639,370     638,561      379         430
  Dividends                    21,759           -   21,759           -
  Net appreciation of
    common stock               28,022           -   28,022           -
----------------------------------------------------------------------
                              689,151     638,561   50,160         430
----------------------------------------------------------------------
Total Additions             1,133,544     954,819   50,160     128,565
----------------------------------------------------------------------

Deductions
Withdrawals and
  Distributions             1,309,461   1,309,461        -           -
Forfeitures                     6,820       6,820        -           -
----------------------------------------------------------------------
Total Deductions            1,316,281   1,316,281        -           -
----------------------------------------------------------------------

Allocation of Deposits
  and Earnings                      -     122,754    5,811    (128,565)
----------------------------------------------------------------------

Interfund Transfers                 -      23,633  (23,633)          -
----------------------------------------------------------------------

Net Increase (Decrease)      (182,737)   (215,075)  32,338           -

Net Assets Available
  for Benefits
Beginning of Year          10,678,833  10,077,198  601,635           -
----------------------------------------------------------------------

End of Year               $10,496,096   9,862,123  633,973           -
======================================================================
See Notes to Financial Statements.


                                   7

<PAGE>



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


Year Ended December 31, 1994

                                            Fixed            Temporary
                                       Investment    Stock  Investment
                                Total        Fund     Fund        Fund
                          --------------------------------------------
Additions
Contributions and Deposits
  Participating Employer
    contributions         $   283,224     283,224        -           -
  Employee deposits           118,472           -        -     118,472
----------------------------------------------------------------------
                              401,696     283,224        -     118,472
----------------------------------------------------------------------
Investment Income
  Interest                    683,550     683,081      186         283
  Dividends                    20,727           -   20,727           -
  Net appreciation of
    common stock               70,999           -   70,999           -
----------------------------------------------------------------------
                              775,276     683,081   91,912         283
----------------------------------------------------------------------
Total Additions             1,176,972     966,305   91,912     118,755
----------------------------------------------------------------------

Deductions
Withdrawals and
  Distributions             2,380,787   2,380,787        -           -
Forfeitures                     3,125       3,125        -           -
----------------------------------------------------------------------
Total Deductions            2,383,912   2,383,912        -           -
----------------------------------------------------------------------

Allocation of Deposits
  and Earnings                      -     113,788    4,967    (118,755)
----------------------------------------------------------------------

Interfund Transfers                 -      41,419  (41,419)          -
----------------------------------------------------------------------

Net Increase (Decrease)    (1,206,940) (1,262,400)  55,460           -

Net Assets Available
  for Benefits
Beginning of Year          11,885,773  11,339,598  546,175           -
----------------------------------------------------------------------

End of Year               $10,678,833  10,077,198  601,635           -
======================================================================
See Notes to Financial Statements.


                                   8

<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 three-year period ending December 31, 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.  Prior to January 1,
1996, a participant could make after-tax deposits, in whole
percentages, ranging from 1 to 10 percent of his regular monthly
earnings.  A participant could elect to change his deposit rate
once each six months.  Effective January 1, 1996, employees were
no longer permitted to make deposits into the Plan.  Instead, on
that same date the currently participating employees became
eligible to participate in the Thrift Plan of Phillips Petroleum
Company.  The Participating Employer or Company continues to make
contributions to this Plan.

Contributions were placed in a Trust fund administered by
WestStar Bank, Bartlesville, Oklahoma (Trustee) prior to the
close of business on February 28, 1996, when the Trustee was
changed to Vanguard Fiduciary Trust Company.  Prior to the
Trustee change, the Trust fund consisted of the Stock Fund, the
Fixed Investment Fund and the Temporary Investment Fund.


                                 9

<PAGE>



Investments for each fund are as follows:  Stock Fund (common
stock of the Company); Fixed Investment Fund (an insurance
contract with The 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).  Effective
with the change in Trustee, the Company became contractholder of
the insurance contract with Travelers for the Fixed Fund, thus
excluding the Fixed Fund from the Trust.  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.

Prior to January 1, 1996, participant deposits were placed first
in the Temporary Investment Fund for about 30 days.  Deposits and
earnings thereon were then paid into the Stock Fund or the Fixed
Investment Fund as directed by the participant.  Participants
could direct that their deposits be invested entirely in either
the Stock Fund or Fixed Investment Fund or allocated between the
two funds in multiples of 10 percent.  No investment directions
may be made with respect to Participating Employer contributions,
all of which are invested only in the Fixed Investment Fund.
Investment directions could be changed once each year.

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.  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 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 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.


                                 10

<PAGE>



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.

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, which approximates fair value, represents contributions, 
plus interest credited, less distributions.  The money market
fund is valued at the current redemption price determined by the
Trustee.


                                 11

<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
6.66 percent and 6.60 percent in 1996 and 1995, respectively.
The crediting interest rate of the insurance contract was
6.60 percent for 1996 and 6.55 percent for 1995.  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.


                                 12

<PAGE>



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


At December 31, 1996


                       Description of investment
Identity of issue,     including maturity date,
borrower, lessor,      rate of interest, collateral,   Historical     Current
or similar party       par or maturity value              Cost         Value
--------------------   ------------------------------  -----------  ----------
The Travelers          Group Annuity Contract
  Insurance Company*     GR-10462, deposit
                         administration fund           $ 9,801,586   9,801,586

Phillips Petroleum     17,896 shares of common stock,
  Company*               $1.25 par value                   311,282     791,898

Vanguard Fiduciary     12,499 units of participation
  Trust Company*         in the Vanguard Money Market
                         Reserves-Prime Portfolio,
                         $1.00 par value                    12,499      12,499
------------------------------------------------------------------------------

                                                       $10,125,367  10,605,983
==============================================================================
*Party-in-interest


                                  13

<PAGE>



------------------------------------------------------------------------------
Schedule of Reportable Transactions                 Retirement Savings Plan of
Line 27d                                            Phillips Petroleum Company
                                                      EIN 73-0400345, Plan 010



Year Ended December 31, 1996

                     Total      Total
                     number of  number of
Identify of party    purchases  sales                             Gain or
involved and         during     during                            (loss) as a
description of       the plan   the plan   Value of    Value      result of
asset                year       year       purchases*  of sales*  transactions
-------------------  ---------  ---------  ----------  ---------  ------------

The Travelers
  Insurance Company        178         59  $1,019,853  1,068,681             -
------------------------------------------------------------------------------
*This is also the current value at time of transaction.


                                  14

<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 25, 1997, 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, 1996.


                                  /s/ Ernst & Young LLP

                                      ERNST & YOUNG LLP
Tulsa, Oklahoma
June 25, 1997


<PAGE>