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corresp

April 15, 2010

Via EDGAR

Mr. H. Roger Schwall

Assistant Director

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    ConocoPhillips

Form 10-K for the Fiscal Year Ended December 31, 2009

File No. 001-32395

Dear Mr. Schwall:

Our responses to the comments raised in your letter dated April 1, 2010, are set forth below. The
Staff’s comments are shown in bold followed by our responses.

Form 10-K for Fiscal Year Ended December 31, 2009

General

    1.

    We note that your Form 10-K no longer includes disclosure about your crude oil purchases from
Syria or Lukoil’s activities in Iran. Please advise. In this respect, we note as discussed
below substantial activities by Lukoil in Iran and information in a recent New York Times
article that a Company spokesman confirmed that you profit from Lukoil’s Iran-related
business.

    Response:
Please see the response to Comment 3 below.

    2.

    We note a March 2010 New York Times article discussing companies that do business with both
the U.S. government and Iran. We note that the Company is on the list because of Lukoil doing
business with Iran, having a contract with an Iranian oil company to develop an oil project in
Uzbekistan and selling gasoline to Iran. We also note a public March 2010 letter to the
President from several Congressmen stating that companies including Lukoil are likely in
violation of the Iran Sanctions Act. We also note recent news articles reporting Lukoil
Iranian contracts including agreements with Iran’s National Iranian Oil Co. to

U.S. Securities and Exchange Commission

April 15, 2010

Page 2

    develop oil fields, an agreement with an Iranian company for oil exploration in
Uzbekistan, and Iran-based subsidiary. We also note news articles relating to Lukoil
selling gas to the Syrian state oil company, Sytrol, and considering using a Cuban refiner
to process crude from Russia. Finally, we note a recent article that states that you and
Lukoil make purchases from a Syrian refinery.

    Please describe to us the nature and extent of your contacts with Iran, Syria and Cuba,
whether through Lukoil, subsidiaries, resellers, distributors or other direct or indirect
arrangements. Your response should describe any services or products you have provided to
those countries directly or indirectly, and any agreements, commercial arrangements, or
other direct or indirect contacts you have had with the governments of those countries or
entities controlled by those governments.

    Response:  Please see the response to Comment 3 below.

    3.

    Please discuss the materiality of any contacts with Iran, Syria or Cuba described in response
to the foregoing comment and whether those contacts constitute a material investment risk for
your security 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. 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. As you
may be aware, 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 Iran, Syria or Cuba, and should
address specifically the recent publicity the company has received because of Lukoil’s
contacts with these countries.

    Response: ConocoPhillips is committed to complying with all laws to which we are
subject, including U.S. economic sanctions. As more fully described below, we have analyzed
and continue to monitor our own activities, as well as LUKOIL’s public disclosures, and we
believe the matters raised by the Staff do not rise to a level which would constitute a
material investment risk to ConocoPhillips’ shareholders, on either a quantitative or
qualitative basis. Given the quantitative and qualitative immateriality to ConocoPhillips
of the matters as described herein, we do not believe ConocoPhillips will become subject to
negative investor sentiment as evidenced by divestment or similar initiatives as a result of
such matters.

    Below we discuss our analysis with respect to ConocoPhillips and our LUKOIL Investment
segment:

    ConocoPhillips

    As part of our global crude oil supply and trading operations, ConocoPhillips has purchased,
and may continue to purchase, immaterial amounts of Syrian crude oil and blendstocks as
feedstock for our global refining operations. These purchases are made in full
compliance with U.S. economic sanctions and export laws and regulations.

    The approximate dollar amounts paid to the Syrian Petroleum Company for crude oil feedstock
purchases totaled $300 million in 2007, $335 million in 2008, and $240 million in 2009. The

U.S. Securities and Exchange Commission

April 15, 2010

Page 3

    approximate dollar amounts of purchases of Syrian-origin crude oil and other feedstocks from
entities not affiliated with Syria totaled $115 million in 2007, $125 million in 2008, and
$60 million in 2009.

    To put these purchases in context, during each of 2007, 2008 and 2009, ConocoPhillips’
global refining and marketing segment had purchase costs of approximately $105 billion, $140
billion and $90 billion, respectively. Thus our aggregate purchases of Syrian-origin crude
oil and other feedstocks and crude oil feedstocks from the Syrian Petroleum Company referred
to above represented well less than 1 percent of our global purchases during these same
periods and were a small part of our global refinery feedstock supply processes, which
secure products from competitive sources while complying with the spirit and intent of the
laws and policies of the United States and the other countries in which we operate.

    Accordingly, we have determined this activity to be quantitatively and qualitatively
immaterial to ConocoPhillips. Based on this determination, we did not include disclosure of
this immaterial activity in our 2008 and 2009 Form 10-K’s.

    Neither ConocoPhillips nor any of its consolidated subsidiaries have contacts or business
activities with Iran or Cuba.

    LUKOIL Investment

    ConocoPhillips initiated its strategic equity investment in LUKOIL in 2004 to gain exposure
to Russia’s oil and natural gas resource potential, where LUKOIL has significant positions
in proved oil and natural gas reserves and production. This investment allowed us to
increase our proved oil and natural gas reserves at an attractive acquisition price, and
positioned ConocoPhillips to benefit from direct participation with LUKOIL in large oil
projects in the northern Timan-Pechora province of Russia. In March 2010, we announced our
intention to reduce our stake in LUKOIL by 50 percent, to a 10 percent shareholder interest.

    ConocoPhillips has notified LUKOIL of our commitment to compliance with U.S. economic
sanctions and export laws and regulations. While our contractual arrangements with LUKOIL
provide us with certain rights, including the right to appoint Board representatives (we
currently appoint one of eleven LUKOIL directors), we do not exercise control over the
day-to-day operations of LUKOIL. Since we do not control the day-to-day business affairs of
LUKOIL, ConocoPhillips cannot preclude LUKOIL from engaging in business activities,
including those noted by the Staff in the referenced articles.

    A review of LUKOIL’s audited consolidated financial statements and its accompanying
management’s discussion and analysis of financial condition and results of operations, do
not indicate that the transactions described in the SEC’s comments from third-party news
articles, assuming such third-party reports are accurate, are material to LUKOIL’s financial
condition or results of operations. We would note in this context over 90 percent of
LUKOIL’s proved reserves at year-end 2009 were located in Russia, and LUKOIL’s recent
announcement of their withdrawal from the Anaran project in Iran and the associated $63
million impairment recorded in their consolidated financial statements for the year ending
December 31, 2009.

    We believe the limited scope of LUKOIL’s activity in the countries referenced in the
Staff’s comments, the size of our LUKOIL investment relative to our overall portfolio, and
our lack of control over the day-to-day business affairs of LUKOIL make any such activity
quantitatively and qualitatively immaterial to ConocoPhillips. Accordingly, we did not
include disclosure of this activity in our 2008 or 2009 Form 10-K’s.

U.S. Securities and Exchange Commission

April 15, 2010

Page 4

Business and Properties

Segment and Geographic Information

Alaska, page 3

    4.

    We note your disclosure which indicates that you are engaged in enhanced recovery activities.
Please tell us and disclose if material, your accounting policy relative to enhanced recovery
activities, including your accounting for such costs during each stage of a projects
development. Provide us with a summary of your accounting conventions by type of injected
material such as CO2, nitrogen, water, etc. Clarify the stage of a project’s lifecycle that
your accounting for injected materials may change.

    Response: The use of enhanced recovery methods is typically capital-intensive and
there can be an extended period of time between the first investment in enhanced recovery
and the additional production resulting from those activities. Costs associated with
enhanced recovery facilities, equipment and injection wells are expected to provide a future
benefit and are therefore capitalized as development costs and then amortized on a
unit-of-production basis.

    Typically, the cost of the injected material (injectants) recurs over the property’s
productive life and is not recoverable, or has no value other than as an injectant, and
therefore is expensed as incurred. However, we do use some hydrocarbon miscible injectants
(e.g., natural gas and natural gas liquids) that are partially recoverable. In this
situation, if the recoverable portion of hydrocarbon miscible injectants can be reliably
determined, and is significant, we record the recoverable portion as a long-term deferred
charge. The deferred charges are recorded on a weighted-average cost method. At the end of each reporting period, an assessment is
made to determine the volume of hydrocarbon injectants that ultimately will be recovered.
If that volume estimate increased from the last reporting period, the increment to the
deferred charge account is costed at the average purchase/production cost of the hydrocarbon
injectants for the period. If the recoverable volume estimate has decreased since the last
reporting period, the decrement to the deferred charge account will be costed using the
weighted average cost of the account at the beginning of the reporting period. The cost of
injecting the injectants into the reservoir is treated as a current period expense. Also
note that production statistics and reserves exclude volumes of recovered purchased
injectants whether sold or reinjected.

    We do not believe the amounts associated with the above described activity are material
enough to warrant revisions to our existing accounting policy disclosures.

Legal Proceedings, page 26

    5.

    We note your description of the compliance issues related to Benzene Waste Operations
National Emission Standard for Hazardous Air Pollutants requirements at your Trainer,
Pennsylvania and Borger, Texas, facilities. You state that the U.S. Department of Justice
made an initial penalty demand as part of confidential settlement negotiations. Please
disclose the amount of the penalty demand or explain your basis for omitting it.

U.S. Securities and Exchange Commission

April 15, 2010

Page 5

    Response: With respect to the compliance issues related to the Benzene Waste
Operations National Emission Standard for Hazardous Air Pollutants at our facilities in
Trainer, Pennsylvania, and Borger, Texas, the proposed penalties in question are currently
part of ongoing settlement negotiations and thus strictly confidential under the Federal
Rule of Evidence 408. However, we do not anticipate the settlement of either demand to be
material. When the final penalty amounts are determined, we will disclose those amounts in
Legal Proceedings in a future filing.

Critical Accounting Estimates

Oil and Gas Accounting, page 62

    6.

    We note your disclosure that the acquisition of geological and geophysical seismic
information prior to the discovery of proved reserves is expensed as incurred. Please explain
to us and disclose your accounting convention for seismic costs, subsequent to the
determination of proved reserves and the reason you believe your policy is appropriate.
Please refer to ASC 932-720-25-1 for guidance.

    Response: The guidance in ASC 932-720-25-1 originated from SFAS No. 19 and at
that time geological and geophysical activities were commonly aligned with exploration
activities covering undeveloped areas with no proved reserves. However, as enhanced
recovery methods have advanced over the past thirty years, it has become common to use
seismic surveys to optimize the placement of development wells and injection wells within a
proved area. For example, four-dimensional seismic provides subsurface analysis on proved
acreage to better understand changes in the reservoir over time and this information is used
to increase total recoverability. Such activities are aligned with development activities
and it is standard industry practice to capitalize such costs, as they enhance a future
benefit by optimizing the recoverability of a proved area. All seismic expenses that are
not development in nature are expensed as incurred. Any seismic survey costs related to
both unproved and proved acreage are allocated between exploration expense and development
capital based on the surface areas.

    We do not believe the amounts associated with the above described activity are material
enough to warrant revisions to our existing accounting policy disclosures.

Financial Statements

Note 6 — Investments, Loans and Long-Term Receivables

Lukoil, page 89

    7.

    We note your disclosure that indicates you have estimated amounts of your equity in earnings
from your investment in Lukoil. We also note your responses dated April 14, 2008 and June 20,
2008 to comment number four in our letter dated March 31, 2008. Please update us as to the
quantitative impact of your estimate to actual true-up related to your equity in earnings
of Lukoil for each quarterly and annual period since the first quarter of fiscal 2008 through
the first quarter of fiscal 2010. Additionally, please tell us how you considered
specifically disclosing the quantitative impact of the estimate to actual adjustment process
on your fiscal 2009 results.

U.S. Securities and Exchange Commission

April 15, 2010

Page 6

    Response: The table below indicates the estimate-to-actual adjustment for each
quarterly and annual period since the first quarter of 2008. Other than the fourth quarter
amounts, which are
not applicable to periods reported in Forms 10-Q and 10-K, all estimate-to-actual
adjustments shown below have been disclosed in Form 10-Q or Form 10-K filings.

    ConocoPhillips’

    Percent of

    Consolidated

    Estimate-to-

    Consolidated

    Reporting

    Net Income

    Actual

    Net Income

    Period

    (Loss)*

    Adjustment

    (Loss)**

    ($ Million