SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
   Mail Stop 7010
March 28, 2008
 By U.S. Mail and facsimile

 Ms. Janet Langford Kelly Senior Vice President, Gene ral Counsel and Secretary
ConocoPhillips 600 North Dairy Ashford Houston, Texas 77079
Re: ConocoPhillips  Preliminary Proxy Statement on Schedule 14A
Filed March 20, 2008
  File No. 1-32395
Dear Ms. Kelly:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
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 filing.  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 us at the telephone numbers listed at the end of this letter.

Proposed Annual Election of Directors, page 13

General

1. It appears that this  proposal is asking the stockholders to vote on three separate
matters involving amendments to your ch arter and bylaws: (1 ) declassifying your
board of directors; (2) allowing director s to be removed without cause; and (3)
allowing vacancies on the Board to be filled by stockholders if no directors

Ms. Janet Langford Kelly
ConocoPhillips
March 28, 2008 Page 2
remain in office.  Revise your proxy statement and proxy card accordingly so that these matters may be separately cons idered and voted upon by your stockholders.

Description of Amendment Generally, page 13

2. You state that you believe th at “the annual election of directors would increase
the Board’s accountability to stockholders .”  Expand your discussion to explain
how declassification would incr ease the Board’s accountability.
 Filling of Director Vacanc ies by Stockholders, page 13

3. You state that the proposed amendments to your restated certifi cate of incorporation
and bylaws will provide for th e filling of vacancies on the Board of Directors by
stockholders if no directors remain in place. However, the language in Article FIFTH Section A of Appendix A, and Article III, Section 2 of Appendix B removes the ability of stockholders to fill vacancies.  Please advise.

 Closing Comments

 As appropriate, please amend your proxy statement in response to these
comments. You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
   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.
  In connection with responding 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 disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United

Ms. Janet Langford Kelly
ConocoPhillips March 28, 2008 Page 3
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 Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
Please contact Donna Levy at 202-551-3292 or, in her absence, me at 202-551-
3745 with any questions.
Sincerely,

H. Roger Schwall
       A s s i s t a n t  D i r e c t o r
cc:   Nathan Murphy (by facsimile, 281-293-4111)
  D. Levy