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April 12, 2007

Via EDGAR

Mail Stop 4-5

Ms. Cecilia D. Blye, Chief

Office of Global Security Risk

Division of Corporation Finance

U.S. Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C.  20549-0405

  Re:

  ConocoPhillips

  Form 10-K for the fiscal year ended December 31,
  2006

  File No. 001-32395

Dear Ms. Blye:

Our responses to
the comments raised in your letter dated March 29, 2007, are set forth
below.  The Staff’s comments are shown in
bold followed by our responses.

General

1.                                      We
note the disclosure in your Form 10-K for fiscal 2005 that you expected your
presence in Syria to end in 2006.  We
note also that the list of subsidiaries included as Exhibit 21 to your Form
10-K for fiscal 2006 includes Conoco Syria DEZ Gas Ltd. and Conoco Syria Ltd.,
entities incorporated in Bermuda.  Please
advise us whether you continue to have operations or activities associated with
Syria.

Response: ConocoPhillips was a party to a service
contract related to the gathering, processing and transporting of natural gas
in the Deir Ez Zor region of eastern Syria with the Syrian Petroleum Company
that expired December 31, 2005.  In 2006,
we ended our presence in Syria and as a result, we have no continuing
operations or personnel in Syria.  We
have immaterial claims that remain outstanding associated with our former
operations in Syria related to the subsidiaries noted in the Staff’s
comment.  Once these claims are resolved,
we intend to dissolve these entities.
Additionally, ConocoPhillips, as part of its global crude oil supply and
trading operations and consistent with applicable U.S. laws, has purchased in
the past, and expects to continue to purchase, Syrian crude oil and
Syrian-origin vacuum gas oil.

U.S. Securities and Exchange Commission

April 12, 2007

Page 2

2.                                      We
note that on page 32 of your 10-K for the fiscal year ended December 31, 2006,
you state that LUKOIL has exploratory or other projects under way in a number
of countries, including Iran.  We also
note an article from April 2006 that reports that LUKOIL has invested heavily
in a number of countries, including Sudan.
Iran and Sudan have been identified by the U.S. State Department as
state sponsors of terrorism, and are subject to U.S. economic sanctions and
export controls.  Please address for us
the potential impact on your reputation and share value of the fact that
LUKOIL, a company in which you hold an approximately 20 percent equity stake
and have Board representation, appears to have operations associated with Iran
and Sudan.

We note in this regard 2004 reports
that you were ending your operations in Iran and Syria following a request by
the New York City Comptroller that you examine your ties with countries that
promote terrorism.

Please also address the potential
impact of LUKOIL’s contacts with Iran and Sudan upon the valuation of your
approximately 20 percent ownership interest in LUKOIL.

Response:
ConocoPhillips initiated its strategic equity investment in LUKOIL
primarily to gain exposure to Russia’s oil and natural gas resource potential,
where LUKOIL has significant positions in proved oil and natural gas reserves
and production.  This investment allowed
us to increase our proved oil and natural gas reserves at an attractive
acquisition price, and positioned ConocoPhillips to benefit from direct
participation with LUKOIL in large oil projects in the northern Timan-Pechora
province of Russia.  We continue in
discussions with LUKOIL on other opportunities for joint ventures between our
two companies.

ConocoPhillips is committed
to complying with U.S. economic sanctions in all business transactions.  Specifically in regard to our investment in
LUKOIL, ConocoPhillips has notified LUKOIL of our commitment to compliance with
U.S. economic sanctions in the contexts of the secondment of ConocoPhillips
employees to LUKOIL and of our representative serving on the LUKOIL Board of
Directors.

We do not view LUKOIL’s
exploratory activity in Iran to be significant to LUKOIL’s assets, results of
operations, or cash flows.  We are not
aware of any current investments by LUKOIL in Sudan.  We believe the limited scope of LUKOIL’s
operations in Iran, together with our lack of control over the day-to-day
business affairs of LUKOIL and our commitment to comply with U.S. economic sanctions,
result in a remote possibility such activities could have a material adverse
impact on our reputation and share value.

In accordance with
Accounting Principles Board Opinion No. 18, “The Equity Method of Accounting
for Investments in Common Stock,” we periodically assess the carrying value of
our equity investment in LUKOIL’s ordinary shares for impairment.  The carrying value of our investment in
LUKOIL was approximately $9.6 billion at December 31, 2006, compared with a
fair value, based on quotes from the London Stock Exchange, of approximately
$14.7 billion.  Accordingly, there were
no impairment indicators, and we maintained our investment appropriately at its
carrying value.

U.S. Securities and Exchange Commission

April 12, 2007

Page 3

In response to your
request, I hereby acknowledge 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/ 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

  Mr. Stephen F. Gates, Esq.

  Senior Vice
  President, Legal, and

  General Counsel

  Mr. Rand C. Berney

  Vice President
  and Controller

  Mr. Andrew R. Brownstein, Esq.

  Wachtell,
  Lipton, Rosen & Katz

  Mr. R. Dale Nijoka

  Ernst &
  Young LLP