Phillips Petroleum Co., aggressively worked Wall Street yesterday trying to gain additional votes for shareholder approval of a controversial recapitalization that could save it from a takeover threat. The oil company is believed to be several million votes short of victory. .

"They've been inundating people, not lobbying -- trying to get them to change their minds, or at least vote," said Guy P. Wyser-Pratte, an arbitrager at Prudential Bache Securities.

"I think they are attempting to ascertain what they have to do" to win approval, another Wall Street trader said.

Phillips was to have announced the outcome of the recapitalization plan at a special stockholders meeting last Friday, but postponed the announcement until Saturday and left the polls open -- apparently because it didn't have the roughly 78 million shares it needs to vote positively to pass the recapitalization plan.

The company said the announcement was delayed again, until Wednesday, because of confusion over the status of a shareholder suit filed in Delaware protesting the extension of the voting.

"It doesn't take a rocket scientist to figure out they are shy of votes , or they wouldn't have extended," said George Kellner, a partner at Kellner DiLeo & Co., a New York securities and arbitrage firm.

Each of Phillips' 154.6 million shares is worth one vote in the balloting. An abstention is tantamount to a "no" vote. Wyser-Pratte said yesterday that the company appeared to be about 10 million votes short of approval, and he added, "That's going to be tough to get." Kellner said "it seems to me they have an uphill fight."

Phillips might be able to tip the scale by improving the terms of the recapitalization proposal slightly, something it has done once before. But the company, which only says it is optimistic about the outcome of the vote, has said repeatedly it will not change its plan.

A majority of Phillips' shares are held by institutional shareholders such as pension funds and insurance companies; another large chunk is owned by risk arbitragers, speculators who play short-term stock situations. It is these institutional and other large holders that Phillips appears to be trying hardest to woo, especially in light of reports last week that at least one large shareholder had defected from Phillips' position -- taking several million votes from the company's side.

Phillips is having trouble persuading Wall Street, because many market professionals doubt the plan will be as beneficial to shareholders as Phillips management has claimed.

The company has estimated that the complicated recapitalization -- under which it will swap debt securities for part of its stock, purchase other shares for cash, issue a dividend of preferred stock and set up an employe stock ownership plan -- would be worth about $53 a share to existing shareholders. Analysts, however, have said the offer is only worth between $42 and $50.

The dispute over the value of the recapitalization has led New York investor Carl C. Icahn to make a takeover offer for Phillips and, as a result, the recapitalization vote has become a virtual referendum on Icahn's attempt. Phillips officials believe the recapitalization would make it tougher for Icahn to grab control because it would buoy the company's stock price, thus satisfying shareholders. Icahn has conditioned his offer on shareholder rejection of the plan.

Icahn, who owns slightly less than 5 percent of Phillips, is offering an average of $55 a share for the company, $8.5 billion in all. He would pay $60 a share for enough stock to give him just over half the company, and $50 a share for the rest. He also has said he will attempt to take control of Phillips through an attempt to elect an Icahn-backed slate of directors to replace Phillips' existing board.