SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 20)
Phillips Petroleum Company
-----------------------------------------
(Name of Issuer)
Common Stock, $1.25 par value
-----------------------------------------
(Title of Class of Securities)
718507106
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(CUSIP Number)
CUSIP NO. 718507106
-------------
- -----------------------------------------------------------------------
(1) Names of Reporting Persons | Thrift Plan of Phillips Petroleum
| Company*
- -----------------------------------------------------------------------
|(a)
(2) Check the Appropriate Box if a Member of a Group |---------------
|(b) X
- -----------------------------------------------------------------------
(3) SEC Use Only |
- -----------------------------------------------------------------------
(4) Citizenship or Place of Organization | Oklahoma
- -----------------------------------------------------------------------
Number of Shares (5) Sole Voting Power | 0
Beneficially Owned ----------------------------------------------
by Each Reporting (6) Shared Voting Power | 17,446,740
Person With ----------------------------------------------
(7) Sole Dispositive Power | 0
----------------------------------------------
(8) Shared Dispositive Power | 17,446,740
- -----------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each |
Reporting Person | 17,446,740
- -----------------------------------------------------------------------
(10) Check if the Aggregate Amount in Row (9) |
Excludes Certain Shares |
- -----------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row 9 | 6.0%
- -----------------------------------------------------------------------
(12) Type of Reporting Person | EP
- -----------------------------------------------------------------------
*Known as Thrift Plan of Phillips Petroleum Company and Subsidiary
Companies until June 10, 1992.
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Item 1(a) Name of Issuer:
Phillips Petroleum Company
(b) Address of Issuer's Principal Executive Offices:
Phillips Building, Bartlesville, Oklahoma 74004
Item 2(a) Name of Person Filing:
Thrift Plan of Phillips Petroleum Company
(b) Address of Principal Business Office:
Phillips Building, Bartlesville, OK 74004
(c) Citizenship:
Oklahoma
(d) Title of Class of Securities:
Common stock, $1.25 par value
(e) CUSIP Number:
718507106
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a
(a) [ ] Broker or Dealer registered under Section 15 of the
Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of
the Act
(d) [ ] Investment Company registered under section 8 of
the Investment Company Act
(e) [ ] Investment Adviser registered under section 203 of
the Investment Advisers Act of 1940
(f) [X] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or Endowment
Fund; see section 240.13d-1(b)(1)(ii)(F)
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(g) [ ] Parent Holding Company, in accordance with
section 240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) [ ] Group, in accordance with
section 240.13d-1(b)(1)(ii)(H)
Item 4. Ownership
(a) Amount Beneficially Owned at
December 31, 1997 17,446,740
(b) Percent of Class 6.0%
(c) Number of shares as to which such person has
(i) sole power to vote or to direct
the vote 0
(ii) shared power to vote or
to direct the vote 17,446,740
(iii) sole power to dispose or
to direct the disposition of 0
(iv) shared power to dispose or
to direct the disposition of 17,446,740
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person
All shares held by the Thrift Plan are held for the benefit
of current or former employees of Phillips Petroleum
Company and subsidiary companies who are participants in
the Thrift Plan. Dividends paid on the shares become
assets of the Thrift Plan includable in the basis upon
which participants' accounts are valued, and may be used to
purchase additional shares. Participants have the right,
in certain circumstances, to make withdrawals or receive
distributions in cash. The funds with which such cash
payments are made may result, in whole or in part, from
sales of shares held by the Thrift Plan.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company
Not applicable.
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Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purposes or
effect.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
THRIFT PLAN OF PHILLIPS PETROLEUM COMPANY
By /s/ Rand C. Berney
-----------------------------
Rand C. Berney
Member, Thrift Plan Committee
February 12, 1998
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