United States securities and exchange commission logo





                              September 22, 2021

       Kevin J. Mitchell
       Chief Financial Officer
       Phillips 66
       2331 CityWest Boulevard
       Houston, TX 77042

                                                        Re: Phillips 66
                                                            Form 10-K for the
Year Ended December 31, 2020
                                                            Filed February 24,
2021
                                                            File No. 001-35349

       Dear Mr. Mitchell:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

   1.                                                   We note that you
provided more expansive disclosure in your CSR report than you
                                                        provided in your SEC
filings. Please advise us what consideration you gave to providing
                                                        the same type of
climate-related disclosure in your SEC filings as you provided in your
                                                        CSR report.
   2.                                                   If material, please
discuss with greater specificity the indirect consequences of climate-
                                                        related regulation or
business trends such as the increased demand for goods that result in
                                                        lower emissions or are
related to alternative energy sources and strategic opportunities
                                                        that may arise for your
company as a result of climate change.
   3.                                                   Quantify any material
weather-related damages to your property or operations.
   4.                                                   If material, disclose
any weather-related impacts on the cost or availability of insurance.
   5.                                                   Disclose with
specificity the material effects of transition risks related to climate change
                                                        that may affect your
business, financial condition, and results of operations, such as
                                                        market trends that may
alter business opportunities, credit risks, or technological changes.
 Kevin J. Mitchell
Phillips 66
September 22, 2021
Page 2
6.       Disclose any material litigation risks related to climate change and
the potential impact to
         the company.
7.       If applicable and material, provide disclosure about any purchase or
sale of carbon credits
         or offsets and any material effects on your business, financial
condition, and results of
         operations.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       You may contact Diane Fritz (Staff Accountant) at (202) 551-3331 or Brad
Skinner
(Office Chief) at (202) 551-3489 if you have questions.



FirstName LastNameKevin J. Mitchell                            Sincerely,
Comapany NamePhillips 66
                                                               Division of
Corporation Finance
September 22, 2021 Page 2                                      Office of Energy
& Transportation
FirstName LastName