UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549




                            FORM 8-K

                         CURRENT REPORT




                Pursuant to Section 13 or 15(d)
             of the Securities Exchange Act of 1934



        Date of Report (Date of earliest event reported)
                       September 14, 2001



                   PHILLIPS PETROLEUM COMPANY
     (Exact name of registrant as specified in its charter)



    Delaware                1-720                  73-0400345
(State or other          (Commission             (IRS Employer
jurisdiction of          File Number)         Identification No.)
incorporation)



      Phillips Building, Bartlesville, Oklahoma      74004
      (Address of principal executive offices)     (Zip Code)



      Registrant's telephone number, including area code:
                          918-661-6600








Item 2.  Acquisition or Disposition of Assets.

On September 14, 2001, Phillips Petroleum Company, a Delaware
corporation (Phillips) completed its acquisition of Tosco
Corporation, a Nevada corporation (Tosco), through the merger
(the Merger) of Ping Acquisition Corp., a Nevada corporation and
wholly owned subsidiary of Phillips (Merger Subsidiary), with and
into Tosco, with Tosco as the surviving corporation in the
Merger, pursuant to the Merger Agreement, dated as of
February 4, 2001, by and among Phillips, Merger Subsidiary and
Tosco.  As a result of the Merger, Tosco became a wholly owned
subsidiary of Phillips.  Each share of Tosco common stock, par
value $0.75 per share, outstanding on September 14, 2001, was
converted into 0.8 of a share of Phillips common stock, par value
$1.25 per share.


Item 7.  Financial Statements and Exhibits.

(a)  Audited financial statements for Tosco for the two years
     ended December 31, 2000 and 1999, and unaudited financial
     statements for Tosco for the period ended June 30, 2001, are
     not included in this report but are expected to be filed by
     the end of October 2001.

(b)  Pro Forma Financial Information.

     The pro forma financial information related to the
     acquisition of Tosco is not included in this report but is
     expected to be filed by the end of October 2001.






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                           SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.


                                      PHILLIPS PETROLEUM COMPANY



                                        /s/ Rand C. Berney
September 28, 2001                  -----------------------------
                                            Rand C. Berney
                                    Vice President and Controller










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