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CORRESP
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 CORRESP

 MARTIN LIPTON
 HERBERT M. WACHTELL EDWARD D. HERLIHY
 DANIEL A. NEFF STEVEN A. ROSENBLUM
 SCOTT K. CHARLES JODI J. SCHWARTZ
 ADAM O. EMMERICH RALPH M. LEVENE
 ROBIN PANOVKA DAVID A. KATZ
 ILENE KNABLE GOTTS ANDREW J. NUSSBAUM
 RACHELLE SILVERBERG STEVEN A. COHEN
 DEBORAH L. PAUL DAVID C. KARP
 RICHARD K. KIM JOSHUA R. CAMMAKER
 MARK GORDON JEANNEMARIE O’BRIEN

 STEPHEN R. DiPRIMA
 NICHOLAS G. DEMMO IGOR KIRMAN
 JONATHAN M. MOSES T. EIKO STANGE
 WILLIAM SAVITT GREGORY E. OSTLING
 DAVID B. ANDERS ADAM J. SHAPIRO
 NELSON O. FITTS JOSHUA M. HOLMES
 DAVID E. SHAPIRO DAMIAN G. DIDDEN
 IAN BOCZKO MATTHEW M. GUEST
 DAVID E. KAHAN DAVID K. LAM
 BENJAMIN M. ROTH JOSHUA A. FELTMAN
 ELAINE P. GOLIN EMIL A. KLEINHAUS

 51 WEST 52 ND STREET
 NEW YORK , N . Y . 10019-6150
 TELEPHONE : (212) 403-1000
 FACSIMILE : (212) 403-2000

          

 KARESSA L. CAIN RONALD C. CHEN
 BRADLEY R. WILSON GRAHAM W. MELI
 GREGORY E. PESSIN CARRIE M. REILLY
 MARK F. VEBLEN SARAH K. EDDY
 VICTOR GOLDFELD RANDALL W. JACKSON
 BRANDON C. PRICE KEVIN S. SCHWARTZ
 MICHAEL S. BENN ALISON Z. PREISS
 TIJANA J. DVORNIC JENNA E. LEVINE
 RYAN A. McLEOD ANITHA REDDY
 JOHN L. ROBINSON STEVEN WINTER
 EMILY D. JOHNSON

 JACOB A. KLING RAAJ S. NARAYAN
 VIKTOR SAPEZHNIKOV MICHAEL J. SCHOBEL
 ELINA TETELBAUM ERICA E. AHO
 LAUREN M. KOFKE ZACHARY S. PODOLSKY
 RACHEL B. REISBERG MARK A. STAGLIANO
 CYNTHIA FERNANDEZ LUMERMANN CHRISTINA C. MA
 NOAH B. YAVITZ BENJAMIN S. ARFA
 NATHANIEL D. CULLERTON ERIC M. FEINSTEIN
 ADAM L. GOODMAN STEVEN R. GREEN
 MENG LU

 GEORGE A. KATZ (1965–1989)
 JAMES H. FOGELSON (1967–1991)
 LEONARD M. ROSEN (1965–2014)
          
 OF COUNSEL

 ANDREW R. BROWNSTEIN WAYNE M.
CARLIN BEN M. GERMANA SELWYN B. GOLDBERG
 PETER C. HEIN JB KELLY
 JOSEPH D. LARSON RICHARD G. MASON
 PHILIP MINDLIN THEODORE N. MIRVIS
 DAVID S. NEILL TREVOR S. NORWITZ

 ERIC S. ROBINSON
 ERIC M. ROSOF JOHN F. SAVARESE
 MICHAEL J. SEGAL WON S. SHIN
 DAVID M. SILK ELLIOTT V. STEIN
 LEO E. STRINE, JR.*
 PAUL VIZCARRONDO, JR. JEFFREY M. WINTNER
 AMY R. WOLF MARC WOLINSKY

 * ADMITTED IN DELAWARE

          
 COUNSEL

 DAVID M. ADLERSTEIN SUMITA AHUJA
 HEATHER D. CASTEEL FRANCO CASTELLI
 ANDREW J.H. CHEUNG PAMELA EHRENKRANZ
 ALINE R. FLODR
 KATHRYN GETTLES-ATWA
 LEDINA GOCAJ ADAM M. GOGOLAK

 ANGELA K. HERRING MICHAEL W. HOLT
 DONGHWA KIM MARK A. KOENIG
 J. AUSTIN LYONS ALICIA C. McCARTHY
 JUSTIN R. ORR NEIL M. SNYDER
 JEFFREY A. WATIKER
 April 3, 2025
 VIA EDGAR AND EMAIL U.S. Securities and Exchange
Commission (the “ SEC ”) Division of Corporation Finance
 Office of Mergers & Acquisitions 100 F Street, N.E.
 Washington, D.C. 20549 Attn: David Plattner

 Re:
 Phillips 66

  
 Preliminary Proxy Statement

  
 filed March 26, 2025 (the “ Preliminary Proxy Statement ”)

  
 File No. 001-35349
 Mr. Plattner: On behalf of our client,
Phillips 66 (the “ Company ”), we are providing the Company’s responses to the comments of the staff of the SEC (the “ Staff ”) set forth in the Staff’s letter, dated April 2, 2025, with respect to the
above-referenced Preliminary Proxy Statement. For the Staff’s convenience, the text of the Staff’s comments is set forth below in bold, followed in each case by the Company’s response. Terms not otherwise defined in this letter shall
have the meanings set forth in the Preliminary Proxy Statement. All references to page numbers in the Company’s responses are to the pages of the Preliminary Proxy Statement as filed on EDGAR.

 Preliminary Proxy Statement filed March 26, 2025
 Background of the Solicitation, page 21

 1.
 We note the disclosure on page 25 that receipt of Elliott’s “formal” nomination notice
occurred on February 13, 2025. Please also disclose, if true, that such notice was received by email on the previous day.
 Response: The Company respectfully acknowledges the Staff’s comment and, in response to the Staff’s comment, the Company
proposes to revise the disclosure on page 25 of the Preliminary Proxy Statement as follows (with additions in bold underline ):
 “ After 5:00 p.m., Eastern Time, on February 12, 2025, Elliott emailed an electronic copy of the
2025 Nomination Notice (as defined below) to Ms. Sutherland. Likely due to the file size of the attachment and the inclusion of an erroneous email address for Ms. Sutherland, the
email was quarantined and did not arrive in Ms. Sutherland’s main inbox. After noon,
Eastern Time, on February 13, 2025, Elliott emailed Ms. Sutherland again to convey that IT issues had prevented certain signatures from being included in that prior email, and that Elliott was re-delivering an electronic copy and also delivering a physical copy of the corrected notice to the Company’s headquarters on February 13. That day, the Company received both physical and
electronic copies of a formal notice (the “2025 Nomination Notice”) from Elliott of its intent to nominate director candidates to stand for election to the Company’s Board at the Annual Meeting and intent to submit the Elliott
Proposal at the Annual Meeting.”

 2.
 We note the following disclosure on page 26: “On March 14, 2025, the Nominating and Governance
Committee convened a special meeting via videoconference to discuss potential director candidates for recommendation to the Board to fill the four Class I seats up for election at the upcoming Annual Meeting, including to fill the vacancies
created by Mr. Adams’ and Ms. Ramos’ decision not to stand for reelection.” We also note the following disclosure in the Company’s Form 8-K of February 18, 2025:
“Effective immediately after the Annual Meeting, the size of the Company’s Board will be reduced from 14 to 12 directors.” The first statement appears to imply that a decision had been made not to reduce the size of the Board from 14
to 12, contrary to what had been announced publicly on February 18. Please revise the disclosure to clarify, or advise.
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 Response : The Company respectfully acknowledges the Staff’s comment. In an
effort to respond to the Staff’s comment, and to make clearer that the Company, in stating that the Board would be reduced in size from 14 to 12 directors, never suggested nor planned that there would be fewer than four Class I directors
up for election at the Annual Meeting, the Company proposes to revise the disclosure on pages 25 and 26 of the Preliminary Proxy Statement as follows (with additions in bold underline ):
 Page 25 “On
 the morning of February 12, 2025, prior to a regularly scheduled Board meeting, Gary K. Adams and Denise L. Ramos informed the Board of their intent not to stand for
 re-election at the Annual Meeting as part of the Board’s ongoing refreshment activities.”
 “ On February 18, 2025, the Company filed a Current Report on Form
 8-K announcing that Mr. Adams and Ms. Ramos had informed the Board of their intent not to stand for
 re-election and that, effective immediately after the Annual Meeting, the size of the Board would be reduced from 14 to 12 directors. In connection with this expected reduction in
the size of the Board, the Company intended to fill these two vacancies in Class I from among the Company’s other existing directors, rebalancing each class to consist of four
directors to be “as nearly equal in number as is reasonably possible” in accordance with the Company’s governing documents .”
 Page 26 “On
March 14, 2025, the Nominating and Governance Committee convened a special meeting via videoconference to discuss potential director candidates for recommendation to the Board to fill the four Class I seats up for election at the upcoming
Annual Meeting, including to fill the vacancies created by Mr. Adams’ and Ms. Ramos’ decision not to stand for re-election. The Nominating and Governance Committee considered several
candidates, including certain candidates nominated by Elliott who the Nominating and Governance Committee wanted to interview but could not since Elliott had not agreed to allow interviews, and determined to recommend that the Board nominate four
directors to stand for election. Later that day, the Board convened a special meeting via videoconference to, among other things, discuss potential director candidates and review the letter sent by Elliott on March 12. Based in part on the
Nominating and Governance Committee’s recommendation, the Board determined to nominate Howard I. Ungerleider and A. Nigel Hearne, candidates with valuable executive leadership experience at large publicly traded chemicals and energy companies,
in addition to Mr. Lowe and Mr. Pease, to stand for election as Class I directors at the Annual Meeting , and in doing so, determined that the size of the Board would remain at 14 directors after the Annual Meeting .”
 Should you have any questions regarding the foregoing or wish to discuss this matter, please do not hesitate to contact Gregory E.
Ostling at (212) 403-1364 or Elina Tetelbaum at (212) 403-1061.
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 Sincerely,

 /s/ Elina Tetelbaum

 Elina Tetelbaum

 cc:
 Vanessa L. Allen Sutherland, EVP, Government Affairs, General Counsel & Corp
 Secretary, Phillips 66 Gregory
E. Ostling, Wachtell, Lipton, Rosen & Katz
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