Phillips 66 Company
2331 CityWest Blvd.
Houston, Texas 77042
March 30, 2023
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporate Finance
Office of Energy & Transportation
100 F. Street, N.E.
Washington, D.C. 20549
Attention: Cheryl Brown
| Re: | Phillips 66 Company | |||||
Phillips 66 | ||||||
Registration Statement on Form S-4 | ||||||
Filed February 22, 2023 | ||||||
File No. | 333-269921 | |||||
333-269921-01 | ||||||
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Phillips 66 Company hereby requests acceleration of the effective date of its Registration Statement on Form S-4 (File No. 333-269921) (the “Registration Statement”). We respectfully request that the Registration Statement become effective as of 10:00 a.m., Washington, D.C. time, on April 3, 2023, or as soon as practicable thereafter.
Please contact William S. Anderson of Bracewell LLP at 713.221.1122 with any questions you may have regarding this request. In addition, please notify Mr. Anderson by telephone when this request for acceleration has been granted.
| Very truly yours, | ||
Phillips 66 Company | ||
By: | /s/ Vanessa Allen Sutherland | |
Name: | Vanessa Allen Sutherland | |
Title: | Executive Vice President, Government Affairs, General Counsel and Corporate Secretary | |
