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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
	OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response... 0.5	
                      	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	                      	

1. Name and Address of Reporting Person *

Oyolu Chukwuemeka A.	2. Date of Event Requiring Statement (MM/DD/YYYY)
12/1/2014 
	3. Issuer Name and Ticker or Trading Symbol

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

3010 BRIARPARK DRIVE	4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Vice President & Controller /	
(Street)

HOUSTON, TX 77042       

(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)	
Restricted Stock Units   (1)	9207  	D  	 	
Common Stock  	1276.642  	I  	Held by wife   (2)	
Common Stock  	753.012  	I  	By Phillips 66 Savings Plan   (3)	

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				
Employee Stock Option (Right to Buy)  	  (4)	2/6/2024  	Common Stock  	2700.0  	$72.255  	D  	 	

Explanation of Responses:	
(  1) 	Restricted Stock Units settle for shares of Phillips 66 common stock on a 1-for-1 basis on the third anniversary of the grant provided performance criteria are met.	
(  2) 	These shares are held by Mr. Oyolu's wife, who is also an employee of the Company, and consist of stock awards she has received as well as shares she holds in the savings plan.	
(  3) 	Includes shares acquired through on-going acquisitions under 401(k) plan and/or routine dividend transactions that are exempt under rule 16a-1.	
(  4) 	The stock options become exercisable in three equal annual installments beginning on February 6, 2015.	

Reporting Owners	
Reporting Owner Name / Address	Relationships	
	Director	10% Owner	Officer	Other	
Oyolu Chukwuemeka A.
3010 BRIARPARK DRIVE
HOUSTON, TX 77042			Vice President & Controller		

Signatures		
Grant F. Adamson, Attorney in Fact by Power of Attorney filed with the Commission on December 3, 2014		12/4/2014	
** 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.