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corresp

June 20, 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:

Per a telephone conversation with your Staff on Wednesday, June 18, 2008, we are providing
additional supplemental information concerning your previous comment #4. For reference, we have
repeated the Staff’s original comment below in bold, along with our original response, both in
their entirety. The new information provided in this response follows the heading “Additional
Supplemental Information on Estimate-to-Actual Adjustments” shown below.

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 the impact of these adjustments

U.S. Securities and Exchange Commission

June 20, 2008

Page 2

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.

U.S. Securities and Exchange Commission

June 20, 2008

Page 3

Additional Supplemental Information on Estimate-to-Actual Adjustments

The table below indicates the estimate-to-actual adjustment for each quarterly and annual
period since the inception of our LUKOIL investment.

    ConocoPhillips’

    Estimate-to-

    Percent of

    Reporting

    Consolidated

    Actual

    Consolidated

    Period

    Net Income*

    Adjustment

    Net Income**

    ($ Millions)

    ($ Millions)

    Yr 2004

    $
    8,129

    n/a

    n/
    a

    1 Q 2005

    $
    2,912

    n/a

    n/
    a

    2 Q 2005

    $
    3,138

    $
    4

    <1
    %

    3 Q 2005

    $
    3,800

    $
    16

    <1
    %

    4 Q 2005

    $
    3,679

    $
    37

    1
    %

    Yr 2005***

    $
    13,529

    $
    10

    <1
    %

    1 Q 2006

    $
    3,291

    $
    11

    <1
    %

    2 Q 2006

    $
    5,186

    $
    78

    2
    %

    3 Q 2006

    $
    3,876

    $
    74

    2
    %

    4 Q 2006

    $
    3,197

    $
    68

    2
    %

    Yr 2006***

    $
    15,550

    $
    71

    <1
    %

    1 Q 2007

    $
    3,546

    $
    (19
    )

    1
    %

    2 Q 2007

    $
    4,813

    $
    (44
    )

    1
    %

    3 Q 2007

    $
    3,673

    $
    (85
    )

    2
    %

    4 Q 2007

    $
    4,371

    $
    9

    <1
    %

    Yr 2007***

    $
    16,403

    $
    (19
    )

    <1
    %

    1 Q 2008

    $
    4,139

    $
    (16
    )

    <1
    %

    *

    Second quarter and full year 2007 adjusted to exclude $4,512 million
Venezuela impairment.

    **

    Based on absolute amounts.

    ***

    Reflects adjustment for fourth quarter of prior year only.

As demonstrated in the above table, the percentage impact of the estimate-to-actual
adjustment to ConocoPhillips’ consolidated net income was clearly immaterial. These
adjustments did not impact the general trend of the net income from our LUKOIL Investment
segment, which trended upward during this time period as a result of our increasing
ownership interest and increasing commodity prices.

Based on the above, we continue to believe the differences between estimated and actual
LUKOIL results have been adequately disclosed in our past filings. We also acknowledge to
the Staff we will continue to disclose these adjustments in future Form 10-Q/10-K filings
when material to an understanding of reported results.

U.S. Securities and Exchange Commission

June 20, 2008

Page 4

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

    •

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

    •

    The Staff’s comments or the changes to disclosure the Company makes in response to
the Staff’s comments do not foreclose the Commission from taking any action with
respect to the above filing.

    •

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

    Very truly yours,

CONOCOPHILLIPS

    /s/ John A. Carrig

    John A. Carrig

Executive Vice President, Finance, and

Chief Financial Officer

    cc:

    Mr. James E. Copeland, Jr.

     Chairman of the Audit and

     Finance Committee

Mr. James J. Mulva

     Chairman and Chief Executive Officer

Ms. Janet Langford Kelly, Esq.

     Senior Vice President, Legal, and

     General Counsel and Corporate Secretary

Mr. Rand C. Berney

     Vice President and Controller

Mr. Andrew R. Brownstein, Esq.

     Wachtell, Lipton, Rosen & Katz

Mr. R. Dale Nijoka

     Ernst & Young LLP