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October 12, 2007

Via EDGAR

Mail Stop
7010

Ms. Mellissa Campbell Duru

Attorney Advisor

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    ConocoPhillips

Definitive Proxy Statement on Schedule 14A

Filed April 2, 2007

File No. 001-32395

Dear Ms. Duru:

Our responses to the comments raised in your letter dated August 21, 2007, are set forth below.
The Staff’s comments are shown in bold, followed by our responses.

Compensation Discussion and Analysis, page 17

Option Pricing, page 22

    1.

    We direct you to Item 402(b)(2)(vi) of Regulation S-K. We note that the Compensation
Committee may exercise discretion in assessing the performance of the company and/or its
executives. On page 23, for example, you disclose that the corporate performance of the
company is measured at the end of a performance period by the compensation committee, but that
such evaluation is “subjective.” With respect to options, we note that the compensation
committee may adjust the number of options granted by 30% either above or below target each
year. Similarly, in the discussion of performance share awards, you disclose that the
compensation committee maintains the “final discretion to adjust compensation in accordance
with any unique circumstances that may arise...” Please revise your disclosure to provide
context to your discussion and clarify when and why such discretion is exercised. For
example, using the named executive officers, demonstrate how across the various elements of
compensation awarded, the compensation committee has exercised its discretion.

Response: Our executive compensation program has four primary components (Base
Salary, the Variable Cash Incentive Program, the Stock Option Program and the Performance
Share Program) which are intended, collectively, to compensate and create incentives for our
executives with respect to past, current and future performance. The Compensation Committee
seeks to set

U.S. Securities and Exchange Commission

October 12, 2007

Page 2

total target compensation for a given year at approximately the 50th percentile
of the relevant peer group for a given position. In this context, and taking account of
industry benchmarks, job complexity and other factors, such as relative and absolute
performance and time in position, an executive’s base salary is determined within the
ConocoPhillips salary grade structure. Annual option grants under the Stock Option Program
are expressed as a percentage of base salary. Although the Committee retains discretion to
adjust awards under the Stock Option Program by 30%, it does not generally intend to
exercise this discretion, and did not do so in 2006. In the context of our Variable Cash
Incentive Program and the Performance Share Program, performance measures1 are
established under which performance is evaluated; however, actual compensation under our
performance-based programs is not mandated by attainment of specified performance levels.
Rather, all employees are informed of the performance measures that will be used to evaluate
their performance for a given period, such as relative annual total stockholder return, but
also understand that no given performance under those measures will entitle them to any
guaranteed resulting payments under these programs. Accordingly, these are not plans where
the Committee has retained discretion to alter payouts from a predetermined award amount or
formula; rather they are plans where the award itself is a function of the Committee’s
exercise of discretion in assessing Company, business unit and individual
performance.2 When exercising discretion under the Company’s performance-based
programs, the Compensation Committee gives great weight to the Company’s performance under
the applicable measures but also considers the impact of intervening events affecting the
Company’s performance and any other factors it deems relevant. The Committee seeks to
evaluate the quality of the Company’s performance and the contribution of the individual to
that performance.

Individual adjustments for senior officers (including our named executive officers) are
approved by the Compensation Committee, based, in part, on the chief executive officer’s
subjective assessment of the individual’s performance (other than for himself). The chief
executive officer’s subjective assessment of individual performance for the named executive
officers is informed by a review of corporate, business unit and individual performance and
contributions for the relevant performance periods, as well as, in the case of adjustments
to base salary for the upcoming year, competitive survey data. Following this review, the
chief executive officer prepares recommendations for base salary increases and payouts under
our performance-based compensation programs for completed performance periods for each of
our senior officers (including our named executive officers). The chief executive officer
then reviews his recommendations with the Compensation Committee and shares his rationale
for such recommendations. The recommendations are then subject to the Committee’s final
approval. The Committee approves the chief executive officer’s recommendations for the
other named executives if it agrees with his assessment of each individual’s performance and
contribution. The chief executive officer’s individual adjustment, if any, is determined by
the Compensation Committee taking into account the prior review of his performance conducted
jointly by the Compensation Committee and the Committee on Directors’ Affairs, and includes
input from the Committee’s external compensation consultant.

    1

    In our CD&A, we sometimes use the phrases
“performance target” and “performance measures” interchangeably. We did not
mean to imply, by the use of the word “target,” that we have formulaic
performance goals that, if accomplished, result in a pre-defined compensation
level being dictated.

    2

    As noted on page 21 of our 2007 Proxy
Statement and in footnote 5 to the Summary Compensation Table, the Compensation
Committee seeks to preserve tax deductions under section 162(m) of the Internal
Revenue Code for executive compensation to the extent consistent with the
Committee’s determination of compensation arrangements necessary and
appropriate to foster achievement of our business goals.

U.S. Securities and Exchange Commission

October 12, 2007

Page 3

In order to provide context to our discussion of the awards to named executive officers, we
have included a section within the CD&A entitled “Compensation Decisions” beginning on page
29 of the 2007 Proxy Statement which describes, in tabular format, the compensation awards
made to each of our named executive officers for performance periods ending in 2006
juxtaposed with the original targets set by the Compensation Committee. To the extent we
believe additional context in future filings is material information that is necessary to an
understanding of our compensation policies and decisions regarding our named executive
officers, we will revise our filings to provide additional context regarding situations in
which the Compensation Committee has exercised discretion.

    2.

    Giving consideration to the above comment, also clarify disclosure on page 26 in which you
indicate that certain awards may be withdrawn “should circumstances arise that merit such
action.” If any of the named executive officers have been subject to awards being reduced or
withdrawn, please disclose the circumstances in which this occurred. Alternatively, please
supplement your disclosure to clarify the circumstances that would generally merit such
discretion being exercised by the compensation committee. See also Instruction 2 to Item
402(b) of Regulation S-K.

Response: No named executive officers have been subject to reductions or
withdrawals of prior payouts of restricted stock, restricted stock units or stock options
awards. Circumstances meriting such withdrawal are determined at the discretion of the
Compensation Committee, but could potentially include a material restatement or change in
reported financial results for past periods, or indicators of malfeasance by an executive,
although there have been no such instances at ConocoPhillips. We confirm we will revise our
disclosure in future filings to clarify the circumstances that we anticipate may merit such
discretion being exercised by the Compensation Committee and will indicate whether any such
reductions or withdrawals actually occurred.

    3.

    Throughout your discussion, you reference the importance of considerations of individual
performance in the compensation decisions made with respect to a named executive officer, yet
fail to provide adequate analysis of how such performance is evaluated. For example, on page
22, you note that individual contributions to the company’s performance are considered in
determining compensation paid. Please supplement your disclosure where applicable to disclose
the elements of individual performance, both quantitative and qualitative, and specific
contributions the compensation committee considered in its evaluation, and if applicable, how
they were weighted and factored into specific compensation decisions with respect to each of
the named executive officers. See Item 402(b)(2)(vii) of Regulation S-K.

Response: The Compensation Committee begins by examining the overall corporate and
business unit performance factors described in the CD&A under the heading “Performance Based
Pay — Measures and Criteria” beginning on page 23 of the 2007 Proxy Statement in making the
determination of individual performance, recognizing the performance of executive personnel
is closely tied to the performance of the Company and the business units over which they
have responsibility. The Compensation Committee then considers the individual contributions
of the named executive officers to the Company and such business units in its ultimate
evaluation and, as described in our response to Comment 1, retains discretion to adjust
awards accordingly. In response to the Staff’s comment, we will include additional
disclosure discussing the elements of individual performance and specific contributions the
Compensation Committee considered in its evaluation of each named executive officer when
such information constitutes material

U.S. Securities and Exchange Commission

October 12, 2007

Page 4

information that is necessary to an understanding of our compensation policies and decisions
regarding our named executive officers.

Compensation program elements, page 23

Performance Measures, page 23

    4.

    To clarify your discussion regarding how “total stockholder return” and “relative adjusted
return on capital employed” are used in determining compensation, revise your disclosure to
define in a clear and concise manner, these terms.

Response: These terms are defined as follows:

Total stockholder return represents the percentage change in a company’s common
stock price from the beginning of a period of time to the end of the stated
period, and assumes common stock dividends paid during the stated period are
reinvested into that common stock.

Relative return on capital employed is a measure of the profitability of our
capital employed in our integrated business compared with that of our peers.
We calculate return on capital employed as a ratio, the numerator of which is
income from continuing operations plus after-tax interest expense, and the
denominator of which is average common stockholders’ equity plus total debt.
We have described our adjustments to relative return on capital employed on
pages 23 and 24 of our 2007 proxy statement.

In future filings, we will revise our disclosures to include definitions for the above terms
or other key performance measures discussed.

Other Possible Awards, page 27

    5.

    You highlight throughout your discussion, the philosophy and objective of your compensation
policies regarding restricted stock awards. You note that the atypical vesting feature
ensures that the executive officers’ interests are appropriately aligned with the company for
the duration of their employment. In light of your stated philosophy and objectives and
giving effect to Item 402(b)(1)(vi) of Regulation S-K, please supplement your disclosure to
discuss why the restricted stock awards granted in the off-cycles are structured to have
significantly shorter vesting periods that the typical restricted stock awards.

Response: Off-cycle equity awards are equity awards which are granted outside the
context of our regular compensation programs (these awards are also commonly referred to as
“ad hoc” or “special purpose” awards). Currently, off-cycle awards are granted to certain
incoming executive personnel, typically on the first day of employment, (1) to induce an
executive to join the Company (occasionally replacing compensation that will be lost to the
executive because of termination from the prior employer); (2) to induce an executive of an
acquired company to remain with the Company long enough for the executive to be evaluated in
the ConocoPhillips environment; and/or (3) to provide a pro-rata equity award to an
executive joining the Company during an ongoing performance period under a plan for which he
or she is ineligible to participate because he or she joined the Company during the middle
of the performance period. In the case

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October 12, 2007

Page 5

of Mr. Limbacher, a shorter vesting period was specifically intended to act as an inducement
to become an employee of ConocoPhillips and to bridge his compensation into the ongoing
ConocoPhillips programs. In the past, off-cycle awards have also been used as rewards for
successful projects and, in such cases, the Compensation Committee has proposed a shorter
period for restrictions on transfer associated with restricted stock units issued under the
Performance Share Program which the Committee believes is consistent with the purpose of the
award. However, as noted on page 27 of our 2007 Proxy Statement, the Compensation Committee
does not currently anticipate using off-cycle awards as rewards for successful projects in
the future. In response to the Staff’s comment, we will supplement future disclosures with
the foregoing information.

    6.

    If currently known or anticipated, please clarify the circumstances, other than in connection
with a special project, in which off-cycle awards could be awarded.

Response: As noted in our response to Comment 5 above, ConocoPhillips has recently
used off-cycle awards to attract executives to ConocoPhillips and to induce executives at
recently-acquired companies to stay with ConocoPhillips. While the Company could use
off-cycle awards for other reasons, it has not done so in the recent past.

Compensation Decisions, page 29

    7.

    Although you have disclosed the targeted pay out amounts, revise to specify for each named
executive officer, the specific targets of the performance metrics (i.e. corporate, business
unit, individual), that factored into the establishment of the targeted pay out amount
disclosed and the actual award made. We note in your disclosure reference to the
establishment of targets for the current fiscal year. Revise to disclose the performance
targets established for 2006 and at the commencement of 2007. To the extent that you believe
that disclosure of qualitative and quantitative targets established would result in
competitive harm such that the information could be excluded under Instruction 4 to Item
402(b) of Regulation S-K, please provide on a supplemental basis a detailed explanation for
such conclusion. Please also note that to the extent that you have an appropriate basis for
omitting the specific targets, you must discuss how difficult it would be fo