FORM 3
        	UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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                      	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940	                      	

1. Name and Address of Reporting Person *

Johnson Paula Ann	2. Date of Event Requiring Statement (MM/DD/YYYY)
4/12/2012 
	3. Issuer Name and Ticker or Trading Symbol

Phillips 66 [PSX]	
(Last)        (First)        (Middle)

600 N. DAIRY ASHFORD	4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
SVP, Gen Counsel & Sec (Desig) /	
(Street)

HOUSTON, TX 77079       

(City)              (State)              (Zip)	5. If Amendment, Date Original Filed (MM/DD/YYYY)

	6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person	

Table I - Non-Derivative Securities Beneficially Owned	
1.Title of Security
(Instr. 4)	2. Amount of Securities Beneficially Owned
(Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)	4. Nature of Indirect Beneficial Ownership
(Instr. 5)	

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)	
1. Title of Derivate Security
(Instr. 4)	2. Date Exercisable and Expiration Date
(MM/DD/YYYY)	3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)	6. Nature of Indirect Beneficial Ownership
(Instr. 5)	
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares				

Explanation of Responses:	
No securities are beneficially owned.	

Reporting Owners	
Reporting Owner Name / Address	Relationships	
	Director	10% Owner	Officer	Other	
Johnson Paula Ann
600 N. DAIRY ASHFORD
HOUSTON, TX 77079			SVP, Gen Counsel & Sec (Desig)		

Signatures		
Michael L. Riggs, Attorney-In-Fact		4/12/2012	
** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.	
*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).	
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).	
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.	
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.	

POWER OF ATTORNEY

        The undersigned, a person subject to ownership reporting pursuant to Section 16(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and requirements pursuant to
Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"), in respect of the equity
securities of Phillips 66, hereby makes, constitutes and appoints any of Paula
A. Johnson, Michael L. Riggs and Grant F. Adamson my true and lawful attorney-in-fact
with full power and authority:
        (1)     to prepare, execute in my name and on my behalf, and file with the U.S. Securities and
Exchange Commission (the "SEC") any of the following forms which I may be required or permitted to file:
                        (A)     Form ID and any other documents necessary or appropriate to obtain codes and
passwords enabling the undersigned to make electronic filings with the SEC of reports required
by Section 16(a) of the Exchange Act or any rule or regulation of the SEC;
                        (B)     Forms 3, 4 and 5 or any other reports or statements of beneficial ownership or
changes of beneficial ownership necessary or appropriate under Section 16(a) of the Exchange
Act; and
                        (C)     Form 144, or any other notice of proposed sale of securities or other document
necessary or appropriate under Rule 144 of the Securities Act.
        (2)     to do and perform any and all acts for and on my behalf which may be necessary or
desirable to complete and execute any such Form ID, 3, 4, 5, or 144, complete and execute any
amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or
similar authority
        I hereby revoke any previous power of attorney I may have given to any person to make and file
such reports, statements and notices with respect to the equity securities of Phillips 66.  This power
of attorney shall remain in force for so long as I may be subject to reporting obligations under
Section 16(a) of the Exchange Act or the requirements of Rule 144 under the Securities Act, unless earlier
expressly revoked by me in writing and delivered to Phillips 66.  Each of my attorneys-in-fact may at
their sole discretion designate one or more substitute attorneys-in-fact to act in their place.  I acknowledge
that my attorneys-in-fact, in serving in this capacity at my request, are not assuming, nor is
ConocoPhillips assuming, any of my responsibilities to comply with the Exchange Act, the Securities
Act, or the rules and regulations thereunder.

                                                   /s/ C. Doug Johnson
                                                    C. Doug Johnson

                                        Date: April 12, 2012