United States securities and exchange commission logo March 2, 2023 Mark Lashier Chief Executive Officer Phillips 66 Company Phillips 66 2331 CityWest Blvd. Houston, TX 77042 Re: Phillips 66 Company Phillips 66 Registration Statement on Form S-4 Filed February 22, 2023 File No. 333-269921 Dear Mark Lashier: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. 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. Please contact Cheryl Brown, Staff Attorney, at (202) 551-3905 or Mitchell Austin, Acting Legal Branch Chief, at (202) 551-3574 with any questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Will Anderson, Esq.