SecProbe.io

August 21, 2007
Mail Stop 7010

By U.S. Mail and facsimile to (281)293-1054

James J. Mulva
Chairman, President and Chief Executive Officer
ConocoPhillips Corporation
600 North Dairy Ashford,
Houston, Texas  77079

Re:  ConocoPhillips Corporation
 Definitive Proxy Statement on Schedule 14A
 Filed April 2, 2007
File No. 001-32395

Dear Mr. Mulva:

We have limited our review of your definitive proxy statement to your executive
compensation and other related disclosure a nd have the following comments.  Our review
of your filing is part of the Division’s focused review of executive compensation disclosure.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call me at the telephone number listed at the e nd of this letter.

 In some comments we have asked you to provide us with additional information so we may better understand your disclosure.  Pl ease do so within the time frame set forth
below.  You should comply with the remain ing comments in all future filings, as
applicable.  Please confirm in writing that you will do so and also explain to us how you
intend to comply.  Please unders tand that after ou r review of all of your responses, we
may raise additional comments.

James  J. Mulva
ConocoPhillips Corporation
August 21, 2007 Page 2 of 5

 If you disagree with any of these commen ts, we will consider your explanation as
to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.

Compensation Discussion and Analysis, page 17

Option Pricing, page 22
1. We direct you to Item 402(b)(2)(vi) of Regulation S-K.  We note that the
Compensation Committee may exercise discretion in assessing the performance
of the company and/or its executives.  On  page 23, for example, you disclose that
the corporate performance of the company is measured at the end of a performance period by the compensation co mmittee, but that such evaluation is
“subjective.”  With respect to options, we note that the compensation committee
may adjust the number of options granted by 30% either above or below target each year.  Similarly, in the discussion of performance share awards, you disclose that the compensation committee maintain s the “final discretion to adjust
compensation in accordance with any unique circumstances that may arise…”  Please revise your disclosure to provid e context to your discussion and clarify
when and why such discretion is exer cised.  For example, using the named
executive officers, demonstrate how acro ss the various elements of compensation
awarded, the compensation committee has exercised its discretion.
2. Giving consideration to the above comment, also clarify disclosure on page 26 in
which you indicate that certain awards may be withdrawn “should circumstances
arise that merit such action.”   If any of the named executive officers have been
subject to awards being reduced or wit hdrawn, please disclose the circumstances
in which this occurred.  Alternativel y, please supplement your disclosure to
clarify the circumstances that would generally merit such discretion being
exercised by the compensation committee. See also Instruction 2 to Item 402(b) of Regulation S-K.
3. Throughout your discussion, you reference th e importance of c onsiderations of
individual performance in the compensati on decisions made with respect to an
named executive officer, yet fail to provide adequate analysis of how such performance is evaluated.  For example, on page 22, you note that individual contributions to the company’s perfor mance are considered in determining
compensation paid.  Please supplement your disclosure where applicable to
disclose the elements of individual perf ormance, both quantitative and qualitative,
and specific contributions the compen sation committee considered in its
evaluation, and if applicable, how they we re weighted and factored into specific
compensation decisions with respect to each  of the named executive officers.  See
Item 402(b)(2)(vii) of Regulation S-K.

James  J. Mulva
ConocoPhillips Corporation
August 21, 2007 Page 3 of 5

Compensation program elements, page 23
Performance Measures, page 23
4. To clarify your discussion regarding how “total stockholder return” and “relative
adjusted return on capital employed” ar e used in determining compensation,
revise your disclosure to define in a clear and conc ise manner, these terms.
Other Possible Awards, page 27
5. You highlight throughout your discussi on, the philosophy and objective of your
compensation policies regarding restrict ed stock awards.  You note that the
atypical vesting feature ensures that the executive officers’ interests are
appropriately aligned with the company for the duration of their employment.  In
light of your stated philosophy and obj ectives and giving effect to Item
402(b)(1)(vi) of Regulation S-K, please supplement your disclosure to discuss
why the restricted stock awards granted in  the off-cycles are structured to have
significantly shorter vesting periods than the typical restricted stock awards.
6. If currently known or anticip ated, please clarify the circumstances, other than in
connection with a special pr oject, in which off-cycle awards could be awarded.
Compensation Decisions, page 29
7. Although you have disclosed the targeted pa y out amounts, revise to specify for
each named executive officer, the specific ta rgets of the performance metrics ( i.e.
corporate, business unit, individual), that factored into the establishment of the targeted pay out amount disclosed and th e actual award made.  We note in your
disclosure reference to the establishment of targets for the current fiscal year.
Revise to disclose the performance targets established for 2006 and at the
commencement of 2007.  To the extent you be lieve that disclosure of qualitative
and quantitative targets established would result in competitive harm such that the
information could be excluded under Instru ction 4 to Item 402(b) of Regulation S-
K, please provide on a supplemental ba sis a detailed explanation for such
conclusion.  Please also note that to the extent that you have an appropriate basis
for omitting the specific targets, you must  discuss how difficult it would be for the
named executive officers or how likely it will be for you to achieve the
undisclosed target levels or other factors.  Pl ease revise to disc lose the factors
considered by the compensation comm ittee in setting performance-related
objectives.  Please see Instruction 4 to Item 402(b) of Regulation S-K.
8. As noted in Section II.B.1 of Releas e 8732A, the compensation discussion and
analysis should be sufficiently precis e to identify material differences in
compensation policies with respect to indi vidual executive officers.  For example,
please explain the differences in salary amount and non-equity incentive plan pay

James  J. Mulva
ConocoPhillips Corporation
August 21, 2007 Page 4 of 5

out amounts awarded to the chief executive officer relative to the other named
executive officers.
Nonqualified Deferred Compensation, page 49
9. Please provide the disclosure required by Item 404(i)(3)( ii) of Regulation S-K.
Executive Severance and Change in Control, page 52
10. Please describe and explain how the appr opriate payment and benefit levels are
determined under the various circumstances that trigger payments or provision of
benefits under the severance and change of  control plans.  See Item 402(b)(1)(v)
and 402(j)(3) of Regulation S-K.

Please respond to our comments by September 21, 2007, or tell us by that time
when you will provide us with a response.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.

 When you respond to our comments, please provide, in writing, a statement from
the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in
the filing;

• staff comments or changes to disclo sure in response to comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to comments.

James  J. Mulva
ConocoPhillips Corporation
August 21, 2007 Page 5 of 5

Please contact me at (202) 551-3757 with any questions.

Sincerely,

Mellissa Campbell Duru
Attorney Advisor