PHILLIPS 66
2331 CityWest Boulevard
Houston, Texas 77042
(281) 293-6600
January 31, 2022
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Office of Energy & Transportation
100 F Street, N.E.
Washington, D.C. 20549-4628
| Attention: | Irene Barberena-Meissner |
Laura Nicholson |
| Re: | Phillips 66 |
Registration Statement on Form S-4 |
File No. 333-261605 |
To the addressees set forth above:
Phillips 66 (the “Registrant”) hereby requests, pursuant to Rule 461 of the rules and regulations promulgated under the Securities Act of 1933, as amended, the acceleration of the effective date of the above-captioned Registration Statement to 3:00 P.M., Washington, D.C. time, on February 2, 2022 or as soon as practicable thereafter, unless the Registrant notifies you otherwise prior to such time.
Thank you for your assistance in this matter.
[Signature Page follows]
| Very truly yours, | ||
| Phillips 66 | ||
| By: | /s/ Kevin J. Mitchell | |
| Kevin J. Mitchell | ||
| Executive Vice President, Finance and Chief Financial Officer | ||
Cc: Greg C. Garland, Phillips 66
William N. Finnegan, Latham & Watkins LLP
Thomas G. Brandt, Latham & Watkins LLP
