SecProbe.io

July 20, 2012

Via E -mail
Mr. Jeff W. Sheets
Chief Financial Officer
ConocoPhillips
600 North Dairy Ashford
Houston, TX 77079

Re: ConocoPhillips
 Form 10 -K for Fis cal Year ended December  31, 2011
 Filed February 21, 2012
 File No. 1-32395

Dear M r. Sheets :

We have reviewed your filing s 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 this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances o r do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Annual Report on Form 10-K for Fiscal Year ended December 31, 2011

Risk Factors, page 31

Our operations present hazards and risks that require significant and continuous oversight,
page 33

1. We note your disclosure in the above -captioned risk factor concerning operational and
financial risks, and your disclosure beginning on page 64 regarding regulatory risks
related to hydraulic fracturing.   We also note your disclosure at page 31 regarding
regulatory risks relating to your exploration and production activities in shale gas p lays.
Please revise the above -captioned risk factor to address specifically, if material, the
financial and operational risks associated with hydraulic fracturing, such as underground
migration and surface spillage or mishandling of fluids, including chem ical additives.

Mr. Jeff W.  Sheets
ConocoPhillips
July 20, 2012
Page 2

2. We note that you added cyber attacks to the list of hazards and risks presented by your
operations that require significant and continuous oversight.   In future filings, beginning
with your next Form 10 -Q, please provide a separate discuss ion of the risks posed to your
operations from your dependence upon technology or to your business, operations or
reputation by cyber attacks.   In addition, please tell us whether you have experienced
cyber attacks in the past.   If so, please also disclose  that you have experienced such cyber
attacks in order to provide the proper context for your risk factor disclosure.   Please refer
to the Division of Corporation Finance’s Disclosure Guidance Topic No. 2 at
http://www.sec.gov/divisions/corpfin/guidance/cfguidance -topic2.htm   for additional
information.

Financial Statements and Supplementary Data, page 77

Supplementary  Information  - Oil and Gas Operations, page 140

Proved R eserves, page 142

3. We note that you have presented quantities attributable to crude oil and natural gas
liquids on a combined basis.  Explain to us how you considered the requirements of
FASB ASC paragraph 932 -235-50-4(a) in determining that a combined pre sentation was
appropriate.  To the extent that you have concluded that natural gas liquid quantities are
not significant, provide us with a reasonably detailed analysis that supports your
conclusion .

Proved Undeveloped Reserves, page 149

4. We note that, du ring each of the years included in your 10 -K, costs incurred relating to
the development of proved undeveloped reserves as a percentage of estimated total future
development costs at the beginning of the year, as reflected in prior year SMOG
presentations,  has been substantially below the level implied by the general expectation
that undeveloped locations be drilled within five years of initial booking.  that would be
expected actual expenditures  To help us understand your actual and projected
development costs, provide us with a schedule that shows, for each of the years included
in your 10 -K, future development costs as of the beginning of the year, presented by year
for the first five years and in total.  To the extent that material development costs are
projected to be incurred beyond five years, identify the project(s) to which those costs
relate and indicate the specific amount attributable to each project.

Mr. Jeff W.  Sheets
ConocoPhillips
July 20, 2012
Page 3

Closing 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 information required under the Securities Act
of 193 3 and the  Securities Exchange Act of 1934 , and that they have provided all information
investors require for an informed investment decision.  Since the company and its management
are in possession of all facts relating to a company’s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:
 the company is responsible for the adequacy and accuracy of the disclosure in the filing;
 staff comments or change s 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 th e federal securities laws of the United States.

You may contact John Cannarella , Staff Accountant, at (202) 551 -3337  or Bradshaw
Skinner , Senior Assistant Chief Ac countant , at (202) 551 -3489  if you have questions regarding
comments on the financial s tatem ents and related matters.  Please contact Caroline Kim, Staff
Attorney, at (202) 551 -3878 or , Laura Nicholson , Staff Attorney , at (202) 551 - 3584  with any
other questions.

Sincerely,

        /s/H. Roger Schwall

        H. Roger Schwall
        Assistant Director