SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
                  WASHINGTON, D.C. 2 0549

      DIVISION OF
CORPORATION FINANCE

November 20 , 2013

Via Facsimile
Jeff W. Sheets
Executive Vice President and Chief Financial Officer
ConocoPhillips
600 North Dairy Ashford
Houston, TX 77079

 Re: ConocoPhillips
  Form 10-K for the Fiscal Year Ended December 31, 201 2
  Filed February 1 9, 2013
  File No. 1-32395

Dear Mr. Sheets :

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   At this juncture, we are asking you to provide us with information so we may
better under stand your disclosure.

Please respond to this letter within ten business days 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 , please tell us why in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.

General
1. Please tell us about any contacts with Syria  since your letter to us dated April 15, 2010 .
As yo u know , Syria is designated  by the State Department as a state sponsor of terrorism ,
and is subject to U.S. economic sanctions and export controls.  In addition, we note
disclosure in your Form 10 -K about Petroleos  de Venezuela and joint venture partners
Mitsui and Royal Dutch Shell, companies reported to conduct oil and gas business with
Syria, Sudan and/or Cuba.  Sudan and Cuba are also U,S. -designated state sponsors of
terrorism and are subject to U.S. economic s anctions and export  controls.  P lease
describe to us the nature and extent of any past, current, and anticipated contacts with
Syria, Sudan or Cuba since your 2010 letter , whether directly or through subsidiaries,
affiliates , joint venture partners, or ot her indirect means.  Your response should describe
any services, transactions or products you have provided to or received from Syria , Sudan

Jeff W. Sheets
ConocoPhillips
November 20 , 2013
Page 2

 or Cuba , and any agreements, commercial arrangements, or other contacts you have had
with the governments of those countries or entities controlled by their governments.
2. Please discuss the materiality of any contacts with Syria , Sudan and Cuba described in
response to the foregoing comment , and whether those contacts constitute a material
investment risk for your secu rity holders.  You should address materiality in quantitative
terms, including the approximate dollar amounts of any associated revenues, assets, and
liabilities for the last three fiscal years and the subsequent interim period.  Also, address
materiality in terms of qualitative factors that a reasonable investor would deem
important in making an investment decision, including the potential impact of corporate
activities upon a company’s reputation and share value.  Various state and municipal
governments, universities, and other investors have proposed or adopted divestment or
similar initiatives regarding investment in companies that do business with U.S. -
designated state sponsors of terrorism.  Your materiality analysis should address the
potential impact  of the investor sentiment evidenced by such actions directed toward
companies that have operations associated with Syria , Sudan  and Cuba .

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 the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the company and its management are
in possession of all facts relating to the 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 filin g;

 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 States.

Jeff W. Sheets
ConocoPhillips
November 20 , 2013
Page 3

 Please contact Jennifer Hardy, Special Counsel, at (202) 551 -3767 or me at (2 02) 551 -
3470 if you have any questions about the comments or our review.

                  Sincerely,

                  /s/ Cecilia Blye

                  Cecilia Blye, Chief
                  Office of Global Security Risk

cc:  Roger Schwall
  Assistant Director
 Division of Corporation Finance