UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 21)
Phillips Petroleum Company
-----------------------------------------
(Name of Issuer)
Common Stock, $1.25 par value
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(Title of Class of Securities)
718507106
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(CUSIP Number)
May 29, 1978
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[x]Rule 13d-1(b)
[ ]Rule 13d-1(c)
[ ]Rule 13d-1(d)
CUSIP NO. 718507106
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- -----------------------------------------------------------------------
(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 | 17,498,235
Person With ----------------------------------------------
(7) Sole Dispositive Power | 0
----------------------------------------------
(8) Shared Dispositive Power | 17,498,235
- -----------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each |
Reporting Person | 17,498,235
- -----------------------------------------------------------------------
(10) Check if the Aggregate Amount in Row (9) |
Excludes Certain Shares |
- -----------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row 9 | 6.2%
- -----------------------------------------------------------------------
(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 section 240.13d-1(b),
or 240.13d-2(b) or (c), 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 of 1940;
(e) [ ] An investment adviser in accordance with
section 240.13d-1(b)(l)(ii)(E);
(f) [X] An employee benefit plan, or endowment fund in
accordance with section 240.13d-1(b)(1)(ii)(F);
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(g) [ ] A parent holding company or control person in
accordance with section 240.13d-1(b)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b)
of the Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of
the Investment Company Act of 1940;
(j) [ ] Group, in accordance with
section 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership
(a) Amount Beneficially Owned:
At December 31, 1998 17,498,235
(b) Percent of Class: 6.2%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct
the vote 0
(ii) Shared power to vote or
to direct the vote 17,498,235
(iii) Sole power to dispose or
to direct the disposition of 0
(iv) Shared power to dispose or
to direct the disposition of 17,498,235
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
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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.
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
and are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in
connection with or as a participant in any transaction
having that purpose 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, 1999
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