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corresp

March 31, 2008

Via EDGAR

Mail Stop 7010

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

Preliminary Proxy Statement on Schedule 14A

Filed March 20, 2008

File No. 1-32395

Dear Mr. Schwall:

Our response to the comment raised in your letter dated March 28, 2008, is set forth below. The
Staff’s comment is shown in bold, followed by our response.

Proposed Annual Election of Directors, page 13

General

    1.

    It appears that this proposal is asking the stockholders to vote on three separate matters
involving amendments to your charter and bylaws: (1) declassifying you board of directors; (2)
allowing directors to be removed without cause; and (3) allowing vacancies on the Board to be
filled by stockholders if no directors remain in office. Revise your proxy statement and
proxy card accordingly so that these matters may be separately considered and voted upon by
your stockholders.

    Response: We respectfully submit that these three amendments must be voted on by our
stockholders as a single proposal rather than as separate proposals because they are
intertwined as a matter of law. Under Delaware law, corporations without a classified board
may not limit the ability of stockholders to remove directors without cause. Thus, if the
declassification amendment were to receive the requisite stockholder approval but a separate
proposal to remove the limitation on stockholders to remove directors without cause did not,
our charter would contain a provision that would be contrary to Delaware law. In addition,
if our Board were to be declassified, we feel it would be essential to provide our
stockholders with the power to fill vacancies on the Board in the event the entire board
were not elected in its entirety, given the possibility under a regime of declassification
coupled with majority voting that the entire Board is not elected at a subsequent annual
meeting.

U.S. Securities and Exchange Commission

March 31, 2008

Page 2

Description of Amendment Generally, page 13

    2.

    You state that you believe that “the annual election of directors would increase the Board’s
accountability to stockholders.” Expand you discussion to explain how declassification would
increase the Board’s accountability.

    Response: We confirm that we will revise the existing disclosure as follows to include
further explanation as to how declassification is expected to increase the Board’s
accountability (with additions noted in bold):

    While the Board believes that the classified board structure has promoted continuity and
stability and reinforced a commitment to a long-term point of view, it also believes that
the annual election of directors would increase the Board’s accountability to stockholders
by providing stockholders with a means for evaluating each director each year.

Filling of Director Vacancies by Stockholders, page 13

    3.

    You state that the proposed amendments to your restated certificate of incorporation and
bylaws will provide for the filling of vacancies on the Board of Directors by stockholders if
no directors remain in place. However, the language in Article FIFTH Section A of Appendix A,
and Article III, Section 2 of Appendix B removes the ability of stockholders to fill
vacancies. Please advise.

    Response: We will make the following revisions in response to the Staff’s comments:

    The third bullet under Proposed Annual Election of Directors — Summary of Proposed
Amendments, would be revised as follows (with additions noted in bold):

    •

    Filling of Director Vacancies by Stockholders: Article FIFTH,
Section A and Article III, Section 2 of our By-Laws would be amended and
restated to restore to the default under Delaware law which provides for the
filling of vacancies in the Board of Directors by stockholders in the event no
directors remain in office.

    The last sentence of Article FIFTH Section A of Appendix A will be revised as follows:

    Unless otherwise required by law, any vacancy on the Board
of Directors or
newly created directorship may be filled only by a majority of the directors
then in office, though less than a quorum, or by a sole remaining
director, or by stockholders if such vacancy was caused by the
action of stockholders (in which event such vacancy may not be filled
by the directors or a majority thereof) and
the directors so chosen shall hold office until the next election and until their
successors are duly elected and qualified, or until their earlier death,
resignation, removal or departure from the Board of Directors for other cause.

    Article III, Section 2 of Appendix B will be revised as follows:

    Section 2. Vacancies. Unless otherwise required by law or the Certificate of
Incorporation, vacancies arising through death, resignation, removal, an increase in
the

U.S. Securities and Exchange Commission

March 31, 2008

Page 3

    number of directors or otherwise may be filled only by a majority of the
directors then in office, though less than a quorum, or by a sole remaining
director, or by the stockholders if such vacancy resulted
from the action of stockholders (in which event such vacancy may not
be filled by the directors or a majority thereof), and the
directors so chosen shall hold office until the next election
for such class and until their
successors are duly elected and qualified, or until their earlier death,
resignation, or removal or departure from the Board of Directors for other
cause.

In response to your request, the Company hereby acknowledges each of the following:

    1.
    The adequacy and accuracy of the disclosures in the above filing is ConocoPhillips’
responsibility.

    2.
    The Staff’s comments or the changes to disclosure we make in response to the
Staff’s comments do not foreclose the Commission from taking any action on the above
filing.

    3.
    ConocoPhillips may not assert the Staff’s comments as a defense in any
proceedings initiated by the Commission or any person under the federal securities
laws of the United States.

An electronic version of this letter has been filed via EDGAR. In addition, we have provided
courtesy copies by mail.

    Very truly yours,

    CONOCOPHILLIPS

    /s/ Janet Langford Kelly

    Janet Langford Kelly

Senior Vice President, Legal,

General Counsel and Corporate Secretary

    cc:

    Mr. William E. Wade, Jr.

     Chairman of the Compensation Committee

    Mr. James E. Copeland, Jr.

     Chairman of the Audit and

     Finance Committee

    Mr. James J. Mulva

     Chairman and Chief Executive Officer

    Mr. John A. Carrig

     Executive Vice President, Finance, and

     Chief Financial Officer

    Mr. Rand C. Berney

     Vice President and Controller

    Mr. R. Dale Nijoka

     Ernst & Young LLP