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FOIA Confidential Treatment Request

April 14, 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. 20549-7010

    Re:

    ConocoPhillips

Form 10-K for the fiscal year ended December 31, 2007

File No. 001-32395

Dear Mr. Schwall:

Our responses to the comments raised in your letter dated March 31, 2008, are set forth below. The
Staff’s comments are shown in bold followed by our responses.

Pursuant to Rule 83 of the Freedom of Information Act, a request for confidential treatment by the
Staff has been submitted concurrently with this letter to the Office of Freedom of Information.
Accordingly, this letter is filed via EDGAR in a redacted version, with redactions indicated by the
notation <redact>, and is provided to the Staff (Mr. Karl Hiller, Branch Chief), in paper
format in its entirety, pursuant to Rule 101(c)(1)(i) of Regulation S-T.

Form 10-K for the Fiscal Year Ended December 31, 2007

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
48

Business Environment and Executive Overview, page 48

    1.

    We note you identify three primary ways that you add to your proved reserve base and that,
for the three years ending December 31, 2007, your reserve replacement ratio was 186 percent.
We believe the following additional information would assist readers in understanding the
relevance of the measure you disclose:

    a)

    An explanation of how the ratio is calculated; and if the information
used to calculate this ratio is not derived directly from the line items disclosed
in your reconciliations of beginning and ending proved reserve quantities on pages
176-179, a tabulation showing your computation with a reconciliation of the
various components utilized to the amounts in your SFAS 69 disclosures.

Confidential Treatment Requested by ConocoPhillips

U.S. Securities and Exchange Commission

April 14, 2008

Page 2

    b)

    The extent to which the proved reserves that have been added are
either proved developed or proved undeveloped; also indicating the portion
attributable to entities accounted for using the equity method (i.e., to reserves
which you are prohibited from tabulating jointly under paragraph 14(c) of SFAS
69).

    c)

    A disaggregation of your reserve replacement ratio for you and the
consolidated entities together, and separately for equity method investees,
showing the extent to which it is attributable to revisions, improved recovery,
purchases, and extensions and discoveries for each year in the three-year period,
and in the aggregate.

    d)

    The nature of any material uncertainties pertaining to undeveloped or
newly discovered reserves which may impact the time horizon over which the reserve
additions are expected to be developed and produced.

    e)

    An indication of how management uses this measure, and any
limitations.

    Please submit the information outlined above.

    Response: We believe the information contained in our proved reserves tables on
pages 176 through 179, along with the additional information provided in Management’s
Discussion and Analysis (MD&A) on pages 79, 87 and 88 of our 2007 Form 10-K present the
information necessary for investors to calculate the reserve replacement ratio, the extent
to which reserve additions are due to proved developed or proved undeveloped reserves, the
reserve replacement ratio for our consolidated entities and our equity affiliates for each
year in the three-year period and in the aggregate, and the extent to which each category
of change in reserves impacted the reserve replacement ratio.

    (a) We calculate the Company’s reserve replacement ratio by dividing the sum of our net
additions (revisions, improved recovery, purchases, extensions and discoveries, and sales)
for the most recent three years by the sum of our production (including that used for fuel
gas) for the same time period, all taken directly from the proved reserves tables included
in the supplemental oil and gas disclosures prepared under the guidance of SFAS 69 on pages
176 through 179. In view of the Staff’s comment, in future Form 10-K filings we will add
an explanation of how we calculate the reserve replacement ratio.

    (b) Our proved reserves tables show consolidated operations and equity affiliate
information separately, and do not tabulate jointly as prohibited per SFAS 69. However,
management believes the information about our proportionate share of equity affiliates is
necessary for a full understanding of our operations because equity affiliate operations
are an integral part of the overall success of our oil and gas operations. As such, in
MD&A, where we disclose our reserve replacement ratio, we do so on a combined basis. Also,
in MD&A under the caption “Proved Undeveloped Reserves” in the Capital Resources and
Liquidity section on page 79, we disclose the percentage split of our net additions of
proved undeveloped reserves for each of the three years ending December 31, 2007, on a
combined basis. Using this information in conjunction with the reserves tables on pages
176 through 179, an investor can calculate the split of the net additions of proved developed and proved undeveloped
reserves for each year and in the aggregate.

    (c) Our reserve replacement ratio for our consolidated operations was 166 percent for the
three years ending December 31, 2007, and 60 percent, 301 percent and 124 percent for the
one-year periods ending in 2007, 2006 and 2005, respectively. Our reserve replacement
ratio for our equity affiliate operations was 260 percent for the three years ending
December 31, 2007, and negative 80 percent, 319 percent and 656 percent for the one-year
periods ending in 2007, 2006 and 2005, respectively.

Confidential Treatment Requested by ConocoPhillips

U.S. Securities and Exchange Commission

April 14, 2008

Page 3

    (d) We believe the disclosures in MD&A under the caption “Proved Undeveloped Reserves” in
the Capital Resources and Liquidity section on page 79 appropriately discuss the
information requested by the Staff in this request (d), including our historical
percentages of net reserve additions that were attributable to proved undeveloped reserves,
a historical and forward-looking disclosure of the percentage of undeveloped reserves
converted to developed reserves, and a listing of major projects associated with the
majority of our proved undeveloped reserves. In addition, in MD&A under the caption
“Proved Oil and Gas Reserves and Canadian Syncrude Reserves” in the Critical Accounting
Estimates section on pages 87 and 88, we provide the nature of any material uncertainties
pertaining to undeveloped or newly discovered reserves.

    (e) As discussed in MD&A on page 71, to maintain or grow production volumes, we must
continue to add to our proved reserves base. The reserve replacement ratio is used by
management and the industry to measure how successful a company has been in adding to its
proved reserves base. A limitation of the measure is that in any given year, a large
reserve addition due to a business acquisition or large field discovery may mask
longer-term trends in replacing reserves. Accordingly, in our Form 10-K, we reference a
three-year average to help mitigate this limitation.

Results of Operations, page 53

General

    2.

    In this section, you often refer to two or more factors that contributed to material changes
over the reported periods. Please confirm that in future filings you will quantify the amount
of the changes contributed by each of the factors or events that you identify as they relate
to revenues, operating expenses and other income or expenses. Instead of simply using the
terms “primarily” or “partially” to describe changes, quantify the amount of the change that
is attributable to the source you identify. See section III.D of SEC Release 33-6835 (May 18,
1989).

    Response: We confirm that in future filings we will continue to quantify, where
material to an understanding of the variance, individual factors discussed in the variance
explanation of changes over reported periods. Some examples of this practice in our 2007
Form 10-K include quantifying the following items in the Results of Operations section:

    •

    The amount of the complete impairment of our Venezuelan oil interests, on pages
53, 54, and 59.

    •

    The negative earnings impact on our E&P segment of United Kingdom increased
income tax rates, on page 61.

    •

    Our net share of a gain from the sale of DCP Midstream’s interest in TEPPCO, on
page 62.

    •

    The benefit from the liquidation of prior year layers under the LIFO method, on
page 64.

    •

    A deferred tax benefit related to tax legislation in Germany, on page 64.

    •

    The cumulative effect of adopting FIN 47, on page 65.

    •

    The recognition of a net business interruption insurance benefit, on page 65.

    •

    A capital-loss tax benefit, on page 67.

Confidential Treatment Requested by ConocoPhillips

U.S. Securities and Exchange Commission

April 14, 2008

Page 4

    An important aspect to consider in this regard is our layered approach to disclosures in
this section of MD&A. We are more likely to quantify individual items in our segment
variance explanations, than in our consolidated results, as the materiality determinations
will be at a lower quantitative threshold at the segment level, than at the consolidated
level.

    In addition, we believe that in many cases, use of the terms “primarily” or “partially
offset by” appropriately serve to convey the causes of material changes from period to
period, in accordance with Instruction 4 to Regulation S-K Item 303(a). The absence of a
quantification of individual named items covered by the terms “primarily” or “partially
offset by” conveys the concept that no individual item need be quantified to assist the
reader in understanding a variance between the two periods. Stated differently, we would
not rely solely on the term “primarily” if quantification were required to convey material
information. However, in light of the Staff’s comment, we will look for further
opportunities to quantify material factors in our variance explanations in future filings.

Commercial Paper and Credit Facilities, page 72

    3.

    It does not appear that you have filed the agreement underlying your $7.5 billion revolving
credit facility. Tell us why you do not believe that it should be filed as an exhibit
pursuant to Item 601(b)(10) of Regulation S-K.

    Response: Based upon a quantitative and qualitative analysis of the agreement
underlying our $7.5 billion revolving credit facility, we do not believe this agreement to
be material to the Company at this time. Our ongoing analysis in this regard considers not
only the size of the commitment and current debt levels, but also the fact that we
currently do not have any outstanding borrowings under the facility. Likewise, the
facility does not contain any material adverse change provisions or any covenants requiring
maintenance of specified financial ratios or ratings. The primary use of the credit
facility is as support for the Company’s commercial paper program. We continue to monitor
the facility in light of the Company’s liquidity position and expected borrowings, if any,
and, at this time, do not consider the agreement to be material.

Financial Statements and Supplementary Data, page 98

Note 10—Investments, Loans and Long-Term Receivables, page 122

LUKOIL, page 124

    4.

    We note your disclosure explaining that because LUKOIL’s accounting cycle close and
preparation of U.S. GAAP financial statements occur subsequent to your reporting deadline, the
amount of equity income you record is estimated, based on current market indicators and other
publicly-available information; and that you reflect any adjustment necessary to record actual
results in the next quarterly period. Tell us how you concluded that this equity investment
earnings adjustment should be characterized as a change in estimate, rather than a correction
of error, following the guidance in SFAS 154, if that is your view. Conversely, if you
believe it is a non-material error, further disclosure may be necessary to comply with the
guidance in SAB Topic 1:N. Please submit a schedule showing

Confidential Treatment Requested by ConocoPhillips

U.S. Securities and Exchange Commission

April 14, 2008

Page 5

    the impact of these adjustments for each quarterly period; and any disclosures that you propose to further clarify the nature
of the adjustments.

    Response: SFAS 154, “Accounting Changes and Error Corrections,” defines a change
in accounting estimate as: “a change that has the effect of adjusting the carrying amount
of an existing asset or liability or altering the subsequent accounting for existing or
future assets or liabilities. A change in accounting estimate is a necessary consequence
of the assessment, in conjunction with periodic presentation of financial statements, of
the present status and expected future benefits and obligations associated with assets and
liabilities. Changes in accounting estimates result from new information.” An error is
defined as: “an error in recognition, measurement, presentation, or disclosure in financial
statements, resulting from mathematical mistakes, mistakes in the application of GAAP, or
oversight or misuse of facts that existed at the time the financial statements were
prepared.”

    A change in an accounting estimate is the result of new events, changing conditions, more
experience, or additional information, any of which requires previous estimates to be
revised. Although distinguishing between a change in estimate and correction of an error
may sometimes be confusing, they differ in that a change in estimate is based on new
information that was previously unavailable.

    Because LUKOIL’s current period U.S. GAAP financial results are not available to us at the
time we prepare and file our financial statements, we consider the inherent adjustment
resulting from this new information to be a change in estimate. We acknowledge any
adjustments to our LUKOIL segment earnings resulting from the error factors noted above are
subject to the guidance in SAB Topic 1:N.

    We believe the differences between estimated and actual LUKOIL results have been adequately
disclosed (see page 66 of our 2007 Form 10-K) and therefore no additional disclosures are
required in future filings.

Note 13—Impairments, page 131

    5.

    We understand that the Nationalization Decree issued by the president of Venezuela mandated
the termination of the then-existing structures related to your heavy-oil ventures and oil
production risk contracts, and the transfer of your rights to Venezuelan-controlled joint ventures, in which you would continue to hold an
interest.

    We also note that you have been unable to reach agreement with respect to the migration of
these activities mandated by the Nationalization Decree, and concluded that complete
impairment was required in the second quarter of 2007, even though you are engaged in
negotiations with the Venezuelan authorities concerning appropriate compensation, and
believe you preserved all of your rights under the contracts, as stated on page 91.

    Tell us how you determined that you could reasonably estimate the amount of loss without
regard to the amount of consideration to which you would be entitled, given your ongoing
negotiations, preservation of rights, and seeing that other industry participants had
reached agreement and concluded that full impairment of their interests had not occurred.
It should be clear how you determined that the guidance of FIN 14, and paragraphs 8(b) and
32 of SFAS 5 did not apply to you, under the circumstances.