UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 11)
Phillips Petroleum Company
-----------------------------------------
(Name of Issuer)
Common Stock, $1.25 par value
-----------------------------------------
(Title of Class of Securities)
718507106
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(CUSIP Number)
July 1, 1988
------------------------------------------------------
(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
-------------
- -----------------------------------------------------------------------
(1) Names of Reporting Persons | Long-Term Stock Savings 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 | 29,345,313
Person With ----------------------------------------------
(7) Sole Dispositive Power | 0
----------------------------------------------
(8) Shared Dispositive Power | 29,345,313
- -----------------------------------------------------------------------
(9) Aggregate Amount Beneficially Owned by Each |
Reporting Person | 29,345,313
- -----------------------------------------------------------------------
(10) Check if the Aggregate Amount in Row (9) |
Excludes Certain Shares |
- -----------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row 9 | 10.4%
- -----------------------------------------------------------------------
(12) Type of Reporting Person | EP
- -----------------------------------------------------------------------
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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:
Long-Term Stock Savings 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 29,345,313
(b) Percent of Class: 10.4%
(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 29,345,313
(iii) Sole power to dispose or
to direct the disposition of 0
(iv) Shared power to dispose or
to direct the disposition of 29,345,313
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
The Long-Term Stock Savings Plan (LTSSP) borrowed
$250 million in 1988 and $400 million in 1990 to purchase
Phillips Petroleum Company common stock (Phillips Stock).
The LTSSP also holds shares purchased with contributions by
participants. In addition, the LTSSP holds Phillips Stock
formerly held by the Employee Stock Ownership Plan of
Phillips Petroleum Company (ESOP) and the Payroll Stock
Ownership Plan of Phillips Petroleum Company Subsidiary
Companies (PAYSOP), which were merged into the LTSSP in
1988. The total LTSSP shares as of December 31, 1998,
consisted of 10,726,645 unallocated shares and
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18,618,668 shares allocated to participants. The
unallocated shares will be allocated to participants as the
LTSSP loans are repaid. Repayments on the first borrowing
were completed in 1998. Dividends paid on shares of
Phillips Stock purchased with all participant contributions
and on shares of Phillips Stock acquired with company
contributions after August 4, 1989, become assets of the
LTSSP and are included in the valuation of participants'
accounts. Dividends paid on the shares purchased with the
proceeds of the loans, on shares purchased with company
dividend replacement contributions, and on shares
attributable to company contributions which were acquired
prior to August 5, 1989, in the ESOP, PAYSOP and LTSSP are
used to repay the LTSSP loans. Shares acquired with the two
loans, in an amount equal to the value of dividends on
Phillips Stock retained by the LTSSP for loan repayment, are
allocated to and included in the valuation of participant
accounts. Under certain circumstances, participants have
the right to make withdrawals or receive distributions from
the LTSSP in shares of Phillips Stock and in cash
representing the value of any fractional shares. Shares of
Phillips Stock held by the LTSSP are sold to make the cash
payments representing any such fractional shares.
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. The LTSSP will be eligible to receive shares
from the company's Compensation and Benefits Trust, also
established in December 1995.
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.
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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.
LONG-TERM STOCK SAVINGS PLAN OF
PHILLIPS PETROLEUM COMPANY
By /s/ Rand C. Berney
-------------------------------
Rand C. Berney
Member, Long-Term Stock Savings
Plan Committee
February 12, 1999
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