SecProbe.io

June 8 , 2015

Via Email
Jeff W. Sheets
Chief Financial Officer
ConocoPhillips
600 North Dairy Ashford
Houston, TX 77079

Re: ConocoPhillips
 Form 10-K for the Fiscal Year e nded December  31, 2014
Filed February 24, 2015
File No. 001-32395

Dear Mr. Sheets:

We have limited our review of your filing to the financial statements and related
disclosures 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year e nded December 31, 2014

Non-GAAP Price Normalized Cash Margin Reconciliation, page 63

1. We note discl osure in which you state your 2014 non -GAAP price cash margin is
normalized for changes in commodity prices across time periods  and that changes in this
performance measure demonstrate  an underlying portfolio shift to liquids and more
favorable fiscal regimes.   Please address the following  points .

 Describe more clearly the nature and purpose of the price normalization calculation .

 Explain why you believe  this measurement is useful to an investor , given that prices
for crude oil, bitumen, natural gas, natural gas liquids and LNG are volatile and can
fluctuate widely , as disclosed elsewhere in your filing .

Jeff Sheets
ConocoPhillips
June 8, 2015
Page 2

  Utilization of 2013 as the base year could be interpreted to suggest that you expect
commodity prices to recover in the near future , which seems inconsistent with your
decision to materially reduce your capital budget in 2015 and beyond.   Tell us how
you determined calculating your measure utilizing 2013 commodity prices is useful,
and why you believe 2013 is the appropriate base year as opposed to other prior
periods.   In addition,  indicate in your response  your expectation for determining the
base year in future presentatio ns of this non -GAAP measurement .

 Explain, in reasonable detail, what you are trying to convey with the language
“Normalized for changes in commodity prices ac ross time periods, changes in this
performance measure demonstrate an underlying portfolio shift to liquids and more
favorable fiscal regimes .”  If you are trying to demonstrate the impact of changes in
product mix, tell us how considered a n alternative presentation based on a direct
comparison of volumes sold and sales prices between years.

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 a company’s disclosure, they are responsible for the accuracy
and adequacy of t he 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 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.

You may contact John Cannarella, Staff Accountant, at (202) 551 -3337 o r Jenifer
Gallagher, Staff Accountant, at (202) 551 -3706 if you have questions regarding our comments
and related matters.  Please contact  me at (202) 551 -3686 with any other questions.

Sincerely,

        /s/ Karl Hiller

        Karl Hiller
        Branch Chief