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corresp

April 2, 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:

Based on our discussions with members of your Staff, we confirm that we will revise our disclosures
to reflect the following:

At the Staff’s request, we confirm that we will revise our existing disclosures under “Proposed
Annual Election of Directors — Summary of Proposed Amendments” on p. 13 to include the following
discussion, which was set forth in our response to Comment 1 of your letter dated March 28, 2008:

These amendments are being 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.

Also at the Staff’s request, we confirm that we will restate the third bullet under “Proposed
Annual Election of Directors — Summary of Proposed Amendments” on p. 13 to include further
clarification regarding the rights of stockholders to elect directors in the event no directors
remain in office as follows:

    •

    Filling of Director Vacancies by Stockholders: Article FIFTH, Section A of
our Certificate and Article III, Section 2 of our By-Laws would be amended and restated
to eliminate all references to the filling of vacancies in the Board of Directors by
stockholders. Following

U.S. Securities and Exchange Commission

April 2, 2008

Page 2

these amendments, the Company’s governance documents would no longer make any explicit
provision for the filling of vacancies in the Board of Directors by stockholders. As a
result of these changes, the filling of vacancies in the Board of Directors by
stockholders would be governed by the default provision under Delaware law that allows
stockholders to replace directors in the event no directors remain in office.

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