EXHIBIT 8.02

                 [LETTERHEAD OF STROOCK & STROOCK & LAVAN LLP]


                                                                   March 6, 2001

Tosco Corporation
1700 East Putnam Road
Old Greenwich, CT 06870

Ladies and Gentlemen:

   We have acted as counsel to Tosco Corporation, a Nevada corporation
("Tosco"), in connection with (i) a proposed merger of Ping Acquisition Corp.
("Merger Subsidiary"), a Nevada corporation and a direct wholly-owned
subsidiary of Phillips Petroleum Company, a Delaware corporation ("Phillips")
with and into Tosco (the "Merger") pursuant to the Agreement and Plan of
Merger, dated as of February 4, 2001 (the "Merger Agreement") among Phillips,
Merger Subsidiary and Tosco and (ii) the preparation and filing of the
Registration Statement on Form S-4 (the "Registration Statement"), which
includes the Joint Proxy Statement/Prospectus (the "Proxy
Statement/Prospectus"), to be filed with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act") and the Securities Exchange Act of 1934, as amended. Unless
otherwise indicated, each capitalized term used herein has the meaning ascribed
to it in the Merger Agreement.

   In connection with this opinion, we have examined the Merger Agreement, the
Proxy Statement/Prospectus and such other documents and corporate records as we
have deemed necessary or appropriate in order to enable us to render the
opinion below. In rendering our opinion, we have relied upon statements and
representations made to us by Tosco and Phillips, and we have assumed that such
statements and representations are true without regard to any qualification as
to knowledge and belief. For purposes of this opinion, we have assumed (i) the
validity and accuracy of the documents and corporate records that we have
examined, and the facts and representations concerning the Merger that have
come to our attention during our engagement, and (ii) that the Merger will be
consummated in the manner described in the Merger Agreement and the Proxy
Statement/Prospectus.

   Subject to the assumptions set forth above, and the assumptions and
qualifications set forth in the Proxy Statement/Prospectus, in our opinion, the
discussion entitled "THE MERGER--Material U.S. Federal Income Tax Consequences"
in the Proxy Statement/Prospectus, insofar as it relates to statements of law
or legal conclusions, is correct in all material respects.

   Our opinion does not address U.S. federal income tax consequences which may
vary with, or are contingent upon, a shareholder's individual circumstances. In
addition, our opinion does not address any non-income tax or any foreign, state
or local tax consequences of the Merger.



   This opinion is delivered in accordance with the requirements of Item
601(b)(8) of Regulation S-K under the Securities Act. In rendering our opinion,
we have considered the applicable provisions of the Code, Treasury Department
regulations promulgated thereunder, pertinent judicial authorities,
interpretive rulings of the IRS and such other authorities as we have
considered relevant. It should be noted that statutes, regulations, judicial
decisions and administrative interpretations are subject to change at any time
(possibly with retroactive effect). A change in the authorities or the accuracy
or completeness of any of the information, documents, corporate records,
covenants, statements, representations or assumptions on which our opinion is
based could affect our conclusions.

   This letter is furnished to you solely for use in connection with the
Merger, as described in the Merger Agreement and the Proxy
Statement/Prospectus, and is not to be used, circulated, quoted, or otherwise
referred to for any other purpose without our express written permission. In
accordance with the requirements of Item 601(b)(23) of Regulation S-K under the
Securities Act, we hereby consent to the filing of this opinion as an exhibit
to the Proxy Statement/Prospectus and to the reference to our firm under the
heading "THE MERGER--Material U.S. Federal Income Tax Consequences" in the
Proxy Statement/Prospectus. In giving such consent, we do not thereby admit
that we are in the category of persons whose consent is required under Section
7 of the Securities Act or the rules and regulations of the Commission
thereunder.

                                          Very truly yours,

                                          /s/ Stroock & Stroock & Lavan LLP