SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 13, 2025

William L. Bullock, Jr.
Executive Vice President and Chief Financial Officer
ConocoPhillips Company
925 N. Eldridge Parkway
Houston, TX 77079

 Re: ConocoPhillips Company
 Registration Statement on Form S-4
 Filed May 8, 2025
 File No. 333-287081
Dear William L. Bullock Jr.:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Anuja Majmudar at 202-551-3844 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Savannah Padgett
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 ConocoPhillips
 925
 N. Eldridge Parkway
 Houston, Texas 77079

 May 13, 2025

 VIA EDGAR

 Anuja A. Majmudar

 Securities and Exchange Commission

 Division of Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: ConocoPhillips and ConocoPhillips Company
Registration Statement on Form S-4 (File Nos. 333-287081 and 333-287081-01)
Request for Acceleration

 Dear Ms. Majmudar:

 Pursuant to Rule 461 promulgated under the Securities Act of 1933,
as amended, ConocoPhillips Company and ConocoPhillips hereby request that the Securities and Exchange Commission accelerate the effective
date of their Registration Statement on Form S-4 (File Nos. 333-287081 and 333-287081-01) (the "Registration Statement")
and declare the Registration Statement effective as of 4:00 p.m., New York City time, on May 15, 2025 or as soon thereafter as practicable.

 Please contact Keith M. Townsend of King & Spalding LLP at
(404) 572-3517 or KTownsend@kslaw.com or Trevor G. Pinkerton of King & Spalding LLP at (713) 276-7329 or TPinkerton@kslaw.com
with any questions. In addition, please notify Mr. Townsend or Mr. Pinkerton when this request for acceleration has been granted.

 [ SIGNATURE PAGE FOLLOWS ]

 CONOCOPHILLIPS

 CONOCOPHILLIPS COMPANY

 By:
 /s/
Philip M. Gresh III

 Name:
 Philip
M. Gresh III

 Title:
 Vice President, Investor
Relations and Treasurer

 cc: Keith M. Townsend, King & Spalding LLP

 Trevor G. Pinkerton, King & Spalding LLP

 [Signature Page to Acceleration Request]

CORRESP
 1
 filename1.htm

 ConocoPhillips Company
 925 N. Eldridge Parkway
 Houston, TX 77079

 May 8, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: ConocoPhillips and ConocoPhillips Company
Registration Statement on Form S-4
Filed on May 8, 2025

 Ladies and Gentlemen:

 Reference is made to the above-referenced Registration Statement on
Form S-4 (the " Registration Statement "), filed by ConocoPhillips Company (the " Company ") and
ConocoPhillips (the " Guarantor ") with the U.S. Securities and Exchange Commission under the U.S. Securities Act of
1933, as amended (the " Act "). The Registration Statement registers $227,925,000 aggregate principal amount of the
Company's 4.400% Notes due 2027, $58,635,000 aggregate principal amount of the Company's 5.300% Notes due 2029, $102,042,000
aggregate principal amount of the Company's 6.800% Notes due 2032, $63,047,000 aggregate principal amount of the Company's
5.700% Notes due 2034, $259,050,000 aggregate principal amount of the Company's 6.600% Notes due 2037, and $151,419,000 aggregate
principal amount of the Company's 5.200% Notes due 2045, each of which is guaranteed by the Guarantor (collectively, the " Registered
Notes "), to be exchanged for an equal aggregate principal amount of the respective series of the Company's unregistered
4.400% Notes due 2027, 5.300% Notes due 2029, 6.800% Notes due 2032, 5.700% Notes due 2034, 6.600% Notes due 2037, and 5.200% Notes due
2045, each of which is guaranteed by the Guarantor (collectively, the " Restricted Notes ") (such exchange offers, the
 " Exchange Offers "). The Company is registering the Exchange Offers in reliance on the position of the staff of the
U.S. Securities and Exchange Commission (the " Staff ") enunciated in Exxon Capital Holdings Corporation (available
May 13, 1988), Morgan Stanley & Co. Incorporated (available June 5, 1991) and Shearman & Sterling
(available July 2, 1993).

 This will confirm that neither the Company nor the Guarantor has entered
into any arrangement or understanding with any person to distribute the Registered Notes and, to the best of the Company's and the
Guarantor's information and belief, each person participating in the Exchange Offers is acquiring the Registered Notes in its ordinary
course of business and has no arrangement or understanding with any person to participate in the distribution of the Registered Notes.
In this regard, the Company and the Guarantor will make each person participating in the Exchange Offers aware (through the Exchange Offer
prospectus) that if the Exchange Offers are being registered for the purpose of secondary resales, any securityholder using the Exchange
Offers to participate in a distribution of the Registered Notes (1) could not rely on the Staff's position enunciated in Exxon
Capital Holdings Corporation (available May 13, 1988) or similar letters and (2) must comply with registration and prospectus
delivery requirements of the Act in connection with any sale or transfer of the Registered Notes, unless the sale or transfer is made
pursuant to an exemption from those requirements. Each of the Company and the Guarantor acknowledge that such a secondary resale transaction
should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation
S-K.

 In addition, the Company and the Guarantor will (i) make each
person participating in the Exchange Offers aware (through the Exchange Offer prospectus) that any broker-dealer who holds Restricted
Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives Registered Notes
in exchange for such Restricted Notes pursuant to the Exchange Offers, may be a statutory underwriter and must deliver a prospectus meeting
the requirements of the Act in connection with any resale of such Restricted Notes and (ii) include in the transmittal letter to
be submitted to the Exchange Agent by an exchange offeree in order to participate in the Exchange Offers a provision to the following
effect:

 If the undersigned or any beneficial
owner is a broker-dealer, the undersigned and such beneficial owner: (1) represents that it is participating in the Exchange Offers
for its own account and is exchanging Restricted Notes that were acquired by it as a result of market-making or other trading activities,
(2) confirms that it has not entered into any arrangement or understanding with any person to distribute the Restricted Notes and
(3) acknowledges that it will deliver a prospectus meeting the requirements of the Act in connection with any resale of such Restricted
Notes; however, by so acknowledging and by delivering a prospectus, such broker-dealer will not be deemed to admit that it is an
underwriter within the meaning of the Act.

 See Shearman & Sterling (available July 2, 1993).

 [Signature Page Follows]

 Very
 truly yours,

 CONOCOPHILLIPS

 By:
 /s/ Philip M. Gresh III

 Name:
 Philip M. Gresh III

 Title:
 Vice President, Investor Relations and Treasurer

 CONOCOPHILLIPS
 COMPANY

 By:
 /s/ Philip M. Gresh III

 Name:
 Philip M. Gresh III

 Title:
 Vice President, Investor Relations and Treasurer

CORRESP
1
filename1.htm

ConocoPhillips

925 N. Eldridge Parkway

Houston, TX 77079

July 22, 2024

VIA EDGAR

Office of Energy & Transportation

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

  Attention:
  Liz Packebusch

  Kevin Dougherty

    Re:
    ConocoPhillips

    Registration Statement on Form S-4, as amended

    File No. 333-280448

    Request for Acceleration of Effective Date

Dear Ms. Packebusch and Mr. Dougherty:

Pursuant to Rule 461
of the Securities Act of 1933, as amended, we hereby request that the effective date of the above-captioned Registration Statement on
Form S-4 (the “Registration Statement”), filed by ConocoPhillips (“ConocoPhillips”) with
the U.S. Securities and Exchange Commission on June 25, 2024, as amended on July 17, 2024, be accelerated to July 26, 2024 at 10:00 a.m.
Eastern Time or as soon thereafter as may be practicable.

ConocoPhillips
hereby authorizes Gregory Ostling of Wachtell, Lipton, Rosen & Katz, to orally modify or withdraw this request for acceleration.

If you have any questions
regarding the foregoing, please contact Gregory Ostling at 212-403-1364. Please notify him when this request for acceleration has been
granted.

*****

    Very truly yours,

    By:
    /s/ Kelly B. Rose

    Name:
    Kelly B. Rose

    Title:
    Senior
Vice President, Legal, General Counsel and Corporate Secretary

CORRESP
1
filename1.htm

[Letterhead of Wachtell, Lipton, Rosen &
Katz]

July 17, 2024

Via EDGAR

Office of Energy & Transportation

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attn: Liz
                                            Packebusch

  Kevin Dougherty

 Re: ConocoPhillips

                                            Registration Statement on Form S-4

                                            Filed June 25, 2024

                                            File No. 333-280448

Ladies and
Gentlemen:

On behalf of our client, ConocoPhillips (“ConocoPhillips”),
we are responding to the comment letter (“Comment Letter”) of the staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”), dated July 12, 2024, relating to the registration statement on Form S-4
(the “Registration Statement”), filed by ConocoPhillips with the Commission on June 25, 2024. In connection with
this letter responding to the Staff’s comments, ConocoPhillips is filing, electronically via EDGAR with the Commission, an amendment
to the Registration Statement (the “Amended Registration Statement”) on the date of this response letter.

For your convenience, the Staff’s comments
are set forth in bold, followed by responses on behalf of ConocoPhillips. All page references in the responses set forth below refer
to page numbers in the Amended Registration Statement. Capitalized terms used but not defined herein have the meanings ascribed
to such terms in the Amended Registration Statement.

Registration Statement on Form S-4, filed June 25, 2024

Material U.S. Federal Income Tax Consequences of the Merger, page 112

 1. We note that the tax opinions filed at Exhibits 8.1 and 8.2 express
                                            no opinion but state that the discussion set forth in the registration statement under the
                                            caption “Material U.S. Federal Income Tax Consequences of the Merger” is accurate
                                            in all material respects. Please revise your disclosure and have counsel revise their respective
                                            tax opinions to state clearly that the tax consequences discussed in this section are counsel’s
                                            opinion. A description of the law is not sufficient. Please also revise the registration
                                            statement to affirmatively describe the tax consequences of the Business Combination that
                                            will be, as opposed to what ConocoPhillips and Marathon Oil “intend.” If there
                                            is uncertainty regarding the tax treatment of the transactions, counsel may issue a “should”
                                            or “more likely than not” opinion to make clear that the opinion is subject to
                                            a degree of uncertainty, and explain why it cannot give a firm opinion. See Item 601(b)(8) of
                                            Regulation S-K and refer to Section III of Staff Legal Bulletin No. 19.

U.S. Securities
and Exchange Commission

July 17, 2024

Page 2

Response:
In response to the Staff’s comment, ConocoPhillips has filed, as Exhibits 8.1 and 8.2 to the Amended Registration Statement, revised
tax opinions of Kirkland & Ellis LLP and Wachtell, Lipton, Rosen & Katz, respectively.

ConocoPhillips further respectfully advises the Staff that
it has revised disclosures on pages 8, 23, and 114-115 of the Amended Registration Statement.

*	         *	         *	         *	         *	         *

If you have any questions concerning the Registration
Statement or require any additional information in connection with the filing, please do not hesitate to contact the undersigned at (212)
403-1172 or by email at GEOstling@wlrk.com.

 Sincerely yours,

  /s/ Gregory E. Ostling

  Gregory E. Ostling

cc: Zachary S. Podolsky,
                                            Wachtell, Lipton, Rosen & Katz

  Julian J. Seiguer, Kirkland & Ellis LLP

  Sean T. Wheeler, Kirkland & Ellis LLP

  Debbie P. Yee, Kirkland & Ellis LLP

  Atma J. Kabad, Kirkland & Ellis LLP

  Kelly B. Rose, Senior Vice President, Legal, General Counsel and Corporate Secretary, ConocoPhillips

July 12, 2024
Ryan M. Lance
Chief Executive Officer
ConocoPhillips
925 N. Eldridge Parkway
Houston, TX 77079
Re:ConocoPhillips
Registration Statement on Form S-4
Filed June 25, 2024
File No. 333-280448
Dear Ryan M. Lance:
            We have conducted a limited review of your registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-4 filed June 25, 2024
Material U.S. Federal Income Tax Consequences of the Merger, page 112
We note that the tax opinions filed at Exhibits 8.1 and 8.2 express no opinion but state
that the discussion set forth in the registration statement under the caption “Material U.S.
Federal Income Tax Consequences of the Merger” is accurate in all material
respects. Please revise your disclosure and have counsel revise their respective tax
opinions to state clearly that the tax consequences discussed in this section are counsel’s
opinion. A description of the law is not sufficient. Please also revise the registration
statement to affirmatively describe the tax consequences of the Business Combination that
will be, as opposed to what ConocoPhillips and Marathon Oil "intend."  If there is
uncertainty regarding the tax treatment of the transactions, counsel may issue a "should"
or "more likely than not" opinion to make clear that the opinion is subject to a degree of
uncertainty, and explain why it cannot give a firm opinion. See Item 601(b)(8) of
Regulation S-K and refer to Section III of Staff Legal Bulletin No. 19.1.

July 12, 2024
Page 2

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Liz Packebusch, Staff Attorney, at 202-551-8749 or Kevin Dougherty,
Staff Attorney, at 202-551-3271 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Gregory E. Ostling

United States securities and exchange commission logo
May 28, 2024
William Bullock, Jr
EVP and Chief Financial Officer
ConocoPhillips
925 N. Eldridge Parkway
Houston, TX 77079
Re:ConocoPhillips
Form 10-K for the Fiscal Year ended December 31, 2023
Filed February 15, 2024
File No. 001-32395
Dear William Bullock:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

May 15, 2024

Via EDGAR

Mr. Mark Wojciechowski

Mr. Karl Hiller

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: ConocoPhillips

    Form 10-K for the Fiscal Year Ended December 31,
                                            2023

    Filed February 15, 2024

    File No. 001-32395

Dear Mr. Wojciechowski and Mr. Hiller:

Our responses to the comments raised in your letter dated April 24,
2024, are set forth below. The Staff’s comment is shown in bold followed by our response.

Form 10-K for the Fiscal Year Ended December 31, 2023

Management’s Discussion and Analysis

Income Statement Analysis, page 41

 1. We note your response to prior comments one and two, indicating
                                            that you believe no incremental discussion and analysis should be necessary because you operate
                                            a commodity business and have already provided a qualitative discussion of the pricing environment
                                            and reported average daily production volumes and average unit prices, which you regard as
                                            the relevant "primary material activity drivers."

You indicate that such disaggregated quantitative information
allows investors to view the business from management’s perspective, though do not explain why you believe that a discussion and
analysis of annual revenues and annual production in an annual report would not also be essential or fundamental to the view, and material
to an assessment of your results of operations. You do not explain why you believe the requirement for the discussion and analysis to
be "of the financial statements" could accommodate a narrative that excludes key financial measures that are required to be
reported in your financial statements under generally accepted accounting principles.

With regard to the reasons for material changes in line
items, you indicate that you are using the terms "primarily" or "partially offset by" when describing such reasons
and that the absence of quantification "conveys the concept that no individual item needs to be quantified to assist the reader
in understanding a variance." However, you have not explained how your concept on need reconciles to the requirement to describe
such reasons in both quantitative and qualitative terms, nor shown how the concept has been applied in determining whether you would
provide quantification.

U.S. Securities and Exchange Commission

May 15, 2024

Page 2

We continue to believe that substantial revisions will
be necessary to address our prior comments, to include a discussion and analysis of the periodic activity that is reported in your financial
statements for each period, and the total volumes of production underlying annual sales/revenues. We re-issue prior comments one and
two.

Response:

We respectfully acknowledge the Staff’s comment. We
believe the Management’s Discussion and Analysis of Financial Condition and Results of Operations (the “MD&A”)
of our Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2023 (the “10-K”) complies with Item 303
of Regulation S-K. Our income statement analysis complies with Item 303(a) of Regulation S-K by describing the significant components
of revenues that, in our judgment, are material to an understanding of our results of operations. Also, within the MD&A, we present
tables displaying production volumes and sales prices both on a consolidated basis (on page 42) as well as for each of our segments
(on pages 44 – 48), which describe the extent to which changes in revenue are attributable to changes in prices or to changes
in the volume of activity. We discuss the impact of prices on our business (on page 38) and changes in activity leading to material
impacts on production volumes, organized by segment (on pages 44 – 48). Although the impact of changes in revenue are described
in terms of earnings, this is in accordance with Instruction 2 to Item 303(b) of Regulation S-K: “If the reasons underlying
a material change in one line item in the financial statements also relate to other line items, no repetition of such reasons in the
discussion is required and a line-by-line analysis of the financial statements as a whole is neither required nor generally appropriate.”
This is also consistent with Instruction 3 to Item 303(b), which directs us not to duplicate disclosures already provided within the
filing.

In discussing any additional material changes in our results
of operations, we disclose material components of changes including material offsetting activity components. Identifying offsetting factors,
and the direction of such offsetting factors, provides investors with a comprehensive understanding of variances across periods.

Notwithstanding our belief that our income statement analysis
and disclosure is in compliance with Item 303(a) of Regulation S-K, in response to the Staff’s comment, and following our
conversations with the Staff on May 6, 2024, and May 8, 2024, we propose to enhance in future periodic filings the presentation
of certain information within the “Results of Operations” section of the MD&A through updates to the order and/or formatting
of, or the inclusion of, certain financial information and operating statistics already presented elsewhere within our periodic reports
(or derived from such information).

These enhancements, based on the example of our 2023 10-K,
include:

 - Reordering the tables that provide consolidated production and realized
                                            price under the header “Summary Operating Statistics” currently on page 42
                                            to the beginning of the “Results of Operations” section. This information will
                                            now precede our discussion and analysis of the consolidated income statement.

 - Within the “Summary Operating Statistics” table, the addition
                                            of a line below “Total Production (MBOED)” titled “Total Production (MBOE)”
                                            stating the total annual production (the total implied by a product of extending the average
                                            annual daily production by days within the year, as currently presented within the table)
                                            to display consolidated production volumes on an absolute basis.

U.S. Securities and Exchange Commission

May 15, 2024

Page 3

 - Under the heading “Income Statement Analysis” the addition
                                            of a table displaying the amounts of the income statement items for the comparative periods
                                            (repeated from the Consolidated Income Statement on page 75) to precede the narrative
                                            discussion and analysis we already provide.

 - Reordering the table showing the summary of the company’s net
                                            income (loss) by business segment (currently on page 40) to follow the section titled
                                            “Income Statement Analysis” with a note directing the reader to see the pages for
                                            further discussion of segment results leading into the discussion of segment results on the
                                            following pages.

 - Within the tables for each segment under the title “Segment Results”
                                            (pages 44 – 48):

 o Before
                                            the presentation of segment “Net Income (Loss)” by year, the addition of lines
                                            showing the results of select components of net income (loss) for the segment by year, repeated
                                            or derived from financial data disclosed in “Note 24 – Segment Disclosures and
                                            Related Information” (pages 131 – 133) or the “Supplementary Data
                                            – Results of Operations” (pages 146 – 148), as applicable to the segment
                                            to facilitate comparison across annual periods. These would include, for example, sales and
                                            other operating revenues; production and operating expenses; depreciation, depletion and
                                            amortization and taxes other than income taxes.

 o The
                                            addition of a line below “Total Production (MBOED)” titled “Total Production
                                            (MBOE)” stating the segment’s total annual production (the total implied by a
                                            product of extending the average annual daily production by days within the year, as currently
                                            presented within the table) to display segment production volumes on an absolute basis.

In addition to adding supplemental tabular disclosures,
to further supplement the analysis of annual revenues and the resulting impacts on results of operations, we propose to present in future
periodic filings the amounts of changes in production volumes and realized prices in terms of impact on annual revenue, at both consolidated
and segment levels. While these amounts can currently be computed from the tables we already provide in MD&A, we will additionally
provide the quantified amounts in our narrative discussion and analysis. This presentation will also include the quantification of other
reasons for changes in line items, where material.

To illustrate the quantification of changes in production
volumes and realized prices in terms of impact on annual revenue, our MD&A disclosure in our future periodic filings will be consistent
with the following example. The narrative below was reproduced and updated from the 2023 10-K MD&A that the Staff reviewed, under
the heading “Results of Operations – Alaska – Net Income (Loss)” (page 44) to reflect the additional quantification
of changes in terms of impact on annual revenue, as appropriate, in narrative form:

Net Income (Loss)

Alaska reported earnings of $1,778 million in 2023, compared
with earnings of $2,352 million in 2022. Earnings decreases were driven by lower sales revenues resulting from lower realized crude oil
prices of $866 million. Additional decreases include higher DD&A expenses of $88 million due to higher rates as a result of downward
reserve revisions and higher production and operating expenses driven by higher transportation related costs of $35 million and well
work activity of $27 million.

U.S. Securities and Exchange Commission

May 15, 2024

Page 4

Partly offsetting the earnings decreases were lower taxes
other than income taxes of $605 million due to lower realized crude oil prices.

This updated arrangement and presentation of the financial and operating
data reflects our efforts to provide investors with a more streamlined view of the results of operations from management’s perspective.
As these are not material changes to our existing disclosures, but instead are enhancements consisting primarily of updates to formatting
and ordering, and providing recalculation or repetition of existing information within our filings, we will incorporate them into future
periodic filings beginning with the Quarterly Report on Form 10-Q for the quarterly period ending June 30, 2024. We will continue
to evaluate our compliance with these rules and interpretations in future filings as there are changes in our business.

An electronic version of this letter has been filed via EDGAR.

   Very truly
                                            yours,

    /s/ William L. Bullock, Jr.

    William L. Bullock, Jr.

    Executive Vice President and

    Chief Financial Officer of ConocoPhillips

cc: Mr. Arjun N. Murti

  Chairman of the Audit and

  Finance Committee

  Mr. Ryan M. Lance

  Chairman of the Board of Directors and

  Chief Executive Officer

  Ms. Kelly Rose

  Senior Vice President, Legal,

  General Counsel and Corporate Secretary

  Mr. Christopher P. Delk

  Vice President and Controller

  Mr. Daron Houston

  Ernst & Young LLP

United States securities and exchange commission logo
April 24, 2024
William Bullock, Jr
EVP and Chief Financial Officer
ConocoPhillips
925 N. Eldridge Parkway
Houston, TX 77079
Re:ConocoPhillips
Form 10-K for the Fiscal Year ended December 31, 2023
Filed February 15, 2024
File No. 001-32395
Dear William Bullock:
            We have reviewed your April 3, 2024 response to our comment letter and have the
following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our March 22, 2024
letter.
Form 10-K for the Fiscal Year ended December 31, 2023
Management's Discussion and Analysis
Income Statement Analysis, page 41
1.We note your response to prior comments one and two, indicating that you believe no
incremental discussion and analysis should be necessary because you operate a
commodity business and have already provided a qualitative discussion of the pricing
environment and reported average daily production volumes and average unit prices,
which you regard as the relevant "primary material activity drivers."

You indicate that such disaggregated quantitative information allows investors to view the
business from management’s perspective, though do not explain why you believe that a
discussion and analysis of annual revenues and annual production in an annual report
would not also be essential or fundamental to the view, and material to an assessment of

 FirstName LastNameWilliam Bullock, Jr
 Comapany NameConocoPhillips
 April 24, 2024 Page 2
 FirstName LastName
William Bullock, Jr
ConocoPhillips
April 24, 2024
Page 2
your results of operations. You do not explain why you believe the requirement for the
discussion and analysis to be "of the financial statements" could accommodate a narrative
that excludes key financial measures that are required to be reported in your financial
statements under generally accepted accounting principles.

With regard to the reasons for material changes in line items, you indicate that you are
using the terms "primarily" or "partially offset by" when describing such reasons and that
the absence of quantification "conveys the concept that no individual item needs to be
quantified to assist the reader in understanding a variance." However, you have not
explained how your concept on need reconciles to the requirement to describe such
reasons in both quantitative and qualitative terms, nor shown how the concept has been
applied in determining whether you would provide quantification.

We continue to believe that substantial revisions will be necessary to address our prior
comments, to include a discussion and analysis of the periodic activity that is reported in
your financial statements for each period, and the total volumes of production underlying
annual sales/revenues. We re-issue prior comments one and two.
            Please contact Mark Wojciechowski at 202-551-3759 or Karl Hiller at 202-551-3686 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

April 3, 2024

Via EDGAR

Mr. Mark Wojciechowski

Mr. Karl Hiller

Division of Corporation Finance

Office of Energy & Transportation

U.S.
Securities and Exchange Commission

100 F Street, N.E.

Washington,
D.C. 20549

Re: ConocoPhillips

    Form 10-K for the Fiscal Year
    Ended December 31, 2023

    Filed February 15, 2024

    File No. 001-32395

Dear Mr. Wojciechowski:

Our responses to the comments raised in your letter dated March 22,
2024, are set forth below. The Staff’s comment is shown in bold followed by our response.

Form 10-K for the Fiscal Year Ended December 31, 2023

Management’s Discussion and Analysis

Income Statement Analysis, page 41

1. We note that your discussion and analysis of the income statement is limited to providing a list of line items along with quantification
of changes for each caption during 2023, and a few remarks indicating the primary reasons for the change. However, you neither disclose
nor discuss any numerical measures of activity from the income statement, either on a consolidated or segment basis, other than net income
or loss, a few details of the corporate and other segment measure on page 49, and exploration expense on page 42.

We believe that you would need to substantively revise
your disclosures to comply with Item 303(a) of Regulation S-K, which requires a discussion and analysis "of the financial statements"
and describes the objective as "to provide material information relevant to an assessment of the financial condition and results
of operations" with the expectation that such disclosures will allow investors to view the business from management's perspective.
This guidance states that you should "focus specifically on material events and uncertainties known to management that are reasonably
likely to cause reported financial information not to be necessarily indicative of future operating results or of future financial condition,"
and provide within your disclosures "descriptions and amounts of matters that have had a material impact on reported operations."

We believe that disclosures of changes in line items
should be accompanied by the corresponding measures of activity, including revenues and any costs and expenses that are material, to provide
not only for an assessment of the periodic results and management's perspective, but also to provide context for the periodic changes,
to clarify the significance of the change relative to the measures that are exhibiting the change. For example, we suggest including tabulations
adjacent to your discussion and analyses of the consolidated results on page 41, and of the segment results on pages 44 through
48.

U.S. Securities and Exchange Commission

April 3, 2024

Page 2

Please submit the revisions that you propose to address
the concerns outlined above and explain to us how you have considered the indicative value of the financial information reported on the
various line items of your income statement in formulating your disclosures; and to the extent that you believe the activity is not relevant
to an assessment of your results of operations, explain to us the rationale underlying your view.

Response:

As an independent exploration and production (“E&P”)
company, we fundamentally operate a commodity business. The results of our operations and financial condition are generally correlated
with market prices for crude oil and natural gas, and our production, which is materially equivalent to sales volumes. Therefore, the
primary measures of activity for our results of operations, for any particular period, are production and changes in the market prices
of produced commodities. To assist investors, and in compliance with Item 303(a) of Regulation S-K, which requires the disclosure
of material information relevant to an assessment of our financial condition and results of operations, we provide both qualitative discussion
of the impact of prices on the E&P industry broadly and on our business as well as tabular quantitative data concerning production
volumes and sales prices both on a consolidated basis as well as for each of our segments, which we supplement with additional disclosure
to understand changes over reported periods.

We discuss the overall E&P industry pricing environment
in our Management’s Discussion and Analysis of Financial Condition and Results of Operations (the “MD&A”) of our
Annual Report on Form 10-K for the Fiscal Year Ended Decembrer 31, 2023 (the “10-K”) entitled “Business Environment
and Executive Overview—Business Environment—Commodity Prices,” including material factors impacting the market prices
and our realized prices for Brent crude oil and WTI crude oil, Henry Hub natural gas, bitumen and worldwide annual average prices for
the year (see page 38). The MD&A consistently emphasizes the material uncertainty of commodity price levels in future fiscal
periods, which we note “are subject to factors external to the company and over which we have no control.” The MD&A also
shows how such uncertainty impacts management’s perspective on the business, as demonstrated through our foundational principles,
which “consist of maintaining balance sheet strength, providing peer-leading distributions, making disciplined investments and demonstrating
responsible and reliable ESG performance, all of which support strong financial returns and mitigate uncertainty associated with volatile
commodity prices” (see page 36).

From management’s perspective, realized prices and
production volumes for the period are the primary material activity drivers relevant to an assessment of our financial condition and result
of operations. Therefore, in addition to our discussion of macroeconomic factors affecting the E&P industry, we also include detailed
tabular disclosure of the primary activity factors in the “Results of Operations—Summary Operating Statistics” (see
pages 42 and 44 through 48). These quantitative statistics provide the average daily production and average realized prices by type
of commodity on a consolidated basis, for equity affiliates, and by segment for all periods presented. Providing this level of disaggregated
quantitative information allows investors to view the business from management’s perspective pursuant to the objectives described
in Item 303(a) of Regulation S-K, focusing on the dynamics and trends that are most indicative of our financial condition and results
of operations.

U.S. Securities and Exchange Commission

April 3, 2024

Page 3

To the extent measures of activity other than production
and pricing factors are material to our results of operations, we separately disclose and discuss such factors impacting our consolidated
financial statements on an income statement individual line-item basis. For example:

 · We detail the year-over-year decrease in gain on dispositions of $849 million, quantifying the largest material driver of activity,
and referencing the footnote with further detail regarding remaining activity. (Page 41.)

 · We detail the year-over-year decrease in other income of $19 million, which as an Income Statement line item did not incur a material
change, but did, however, have offsetting movements. In our explanation, we quantify that the primary driver was an absence of $251 million
gain from the sale of our Cenovus Energy common shares from the prior year, offset by interest income, and provide a reference to a footnote
with further information about our prior investment in Cenovus Energy. (Page 41.)

 · We clarify that the year-over-year impairment in foreign currency transaction (gain) loss of $192 million was primarily due to a $112
million loss associated with forward contracts in support of our Surmont acquisition in 2023, and provide a reference to a footnote providing
more information about that transaction including the forward contracts. (Page 41.)

 · Similarly, we provide detail regarding the activity leading to the change in exploration expenses, providing additional tabular disclosure.
Exploration activity is not directly correlated to production activity or oil and gas market pricing dynamics, but we believe that inclusion
of such disclosure enhances a reader’s understanding of our financial condition and results of operations. Furthermore, leasehold
impairment and dry hole expenses reflect unfavorable impacts on future sales and other operating revenues. (Page 42.)

We purposefully discuss the above items in our year-over-year
analysis, in part as they are material to our current financial condition and results of operations, but also because they are discrete
items that are not necessarily indicative of future operating results and would be beneficial for an investor to understand.

To provide additional context for periodic results, we also
provide discussion of results by segment, providing additional explanations for changes impacting net income. Segment results, except
for Other International and Corporate and Other, follow the presentation of the production and pricing activity drivers described above.
We include tables displaying production and average sales price, disaggregated by product, for each segment. We confirm factors that correlate
with the primary activity drivers (for example, under “—Net Income (Loss),” we describe negative impacts of higher DD&A
expenses and higher production and operating expenses associated with higher production volumes). Providing additional detail from management’s
perspective, we disclose under separate headings other material measures of activity that are significant to the segment’s results.
For example, in “—Canada—Surmont Acquisition,” we separately disclose and quantify the impacts of a material acquisition
in the Canada segment, describing the impact on results through additional production volumes under “—Production” as
well (see page 46). Similarly, in “Europe, Middle East and North Africa—Exploration Activity” we describe a $37
million expense attributable to a specific event for the period, the determination of a discovery well as a dry hole (see page 47).

We respectfully submit that the disclosure we provide in
MD&A as described above, including both quantitative and qualitative information at both a consolidated and disaggregated segment
level, provides measures of activity and descriptions and amounts of matters that have materially impacted our reported operations for
the period. The culmination of this information provides a thorough analysis and discussion of our financial statements as required by
Item 303(a) of Regulation S-K.

U.S. Securities and Exchange Commission

April 3, 2024

Page 4

2. We note that in discussing changes in the
consolidated and segment results there are several instances in which you identify multiple reasons without quantifying the extent of
change attributable to each item mentioned. For example, you state that the change in revenues is "primarily due to lower realized
commodity prices partially offset by higher sales volumes," and that the increase in production and operating expenses is "due
to increased well work activities and higher production volumes."

Item 303(b) of Regulation S-K, requires that when
financial statements reflect material changes in line items, including changes that offset one another within line items, the underlying
reasons be described in quantitative and qualitative terms, which extends to segment information when necessary to an understanding of
the business.

The guidance in subparagraphs (b)(2)(i), (ii), and (iii) further
clarifies that such disclosures should address any significant economic changes that materially affected income from continuing operations,
including "significant components of revenues or expenses" that are material to an understanding of the results of operations,
trends or uncertainties that have had or that are reasonably likely to have "a material impact on net sales or revenues," events
that are reasonably likely to cause "a material change in the relationship between costs and revenues," and when there have
been material changes in net sales or revenues, this guidance requires that you quantify the extent to which such changes are attributable
to changes in volumes, and separately to changes in prices.

Please submit the revisions that you propose to address
the concerns outlined above and identify the specific language within the revisions that you believe will address each requirement that
is mentioned, such as the effects of significant economic changes on components of revenues and expenses, material changes in the relationships
between costs and revenues, and your view of the apparent trends exhibited by the historical activity reported on the various line items
of your income statement.

Response:

We focus our analysis of the results of operations specifically
on known material events and uncertainties, including descriptions and amounts of matters that had a material impact on reported operations.
As noted in the preceding response, the nature of the oil and gas E&P business focuses this analysis on our production activities
and sales volumes, as well as the impact of market pricing. By disclosing disaggregated production by type of commodity and realized prices
by commodity, on consolidated, equity affiliate, and segment bases, investors are able to understand the variances attributable to production
activity changes and pricing fluctuations individually for the periods presented.

Where material to an understanding of results, we have identified
and discussed additional individual factors in the variance explanation of changes over reported periods. When these factors are described
in addition to the price and production changes, the incremental change beyond the price and production variances are attributable to
these factors. For example, under “Income Statement Analysis” on page 41, we explain the $687 million increase in production
and operating expense is attributable to the additional production volumes, correlated proportionately to the production increases that
have been disclosed and quantified, with the only additional notable factor being due to well work activities.

U.S. Securities and Exchange Commission

April 3, 2024

Page 5

In many cases, we use the terms “primarily”
or “partially offset by” to convey the causes of material changes from period to period in accordance with Item 303(b) of
Regulation S-K to enhance a reader’s understanding of certain line items from the results of operations. 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 needs to be quantified to assist the reader in understanding a variance between the two periods. Stated differently,
we would not rely solely on the terms “primarily” or “partially offset by” if quantification were required to
convey material information. For example, we explain the year-over-year increase in DD&A of $766 million, attributing this primarily
to increases in DD&A rates, further commenting on reasons for rate revisions. The remaining change is attributed to higher overall
production volumes, which are quantified as detailed in the preceding response. (Page 41.)

We acknowledge the Staff’s comments
but respectfully submit that the disclosures in our 2023 Form 10-K are compliant with applicable SEC rules and interpretations,
including Item 303 of Regulation S-K. However, we will continue to evaluate our compliance with these rules and interpretations
in future filings as there are changes in our business.

An electronic version of this letter
has been filed via EDGAR.

    Very truly yours,

    /s/ William L. Bullock, Jr.

    William L. Bullock, Jr.

    Executive Vice President and

    Chief Financial Officer of ConocoPhillips

    cc:
    Mr. Arjun N. Murti

    Chairman of the Audit and

    Finance Committee

    Mr. Ryan M. Lance

    Chairman of the Board

United States securities and exchange commission logo
March 22, 2024
William Bullock, Jr
EVP and Chief Financial Officer
ConocoPhillips
925 N. Eldridge Parkway
Houston, TX 77079
Re:ConocoPhillips
Form 10-K for the Fiscal Year ended December 31, 2023
Filed February 15, 2024
File No. 001-32395
Dear William Bullock:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year ended December 31, 2023
Management's Discussion and Analysis
Income Statement Analysis, page 41
1.We note that your discussion and analysis of the income statement is limited to providing
a list of line items along with quantification of changes for each caption during 2023, and
a few remarks indicating the primary reasons for the change. However, you neither
disclose nor discuss any numerical measures of activity from the income statement, either
on a consolidated or segment basis, other than net income or loss, a few details of the
corporate and other segment measure on page 49, and exploration expense on page 42.

We believe that you would need to substantively revise your disclosures to comply with
Item 303(a) of Regulation S-K, which requires a discussion and analysis "of the financial
statements" and describes the objective as "to provide material information relevant to an
assessment of the financial condition and results of operations" with the expectation that
such disclosures will allow investors to view the business from management's
perspective. This guidance states that you should "focus specifically on material events

 FirstName LastNameWilliam Bullock, Jr
 Comapany NameConocoPhillips
 March 22, 2024 Page 2
 FirstName LastNameWilliam Bullock, Jr
ConocoPhillips
March 22, 2024
Page 2
and uncertainties known to management that are reasonably likely to cause reported
financial information not to be necessarily indicative of future operating results or of
future financial condition," and provide within your disclosures "descriptions and amounts
of matters that have had a material impact on reported operations."

We believe that disclosures of changes in line items should be accompanied by the
corresponding measures of activity, including revenues and any costs and expenses that
are material, to provide not only for an assessment of the periodic results and
management's perspective, but also to provide context for the periodic changes, to clarify
the significance of the change relative to the measures that are exhibiting the change. For
example, we suggest including tabulations adjacent to your discussion and analyses of the
consolidated results on page 41, and of the segment results on pages 44 through 48.

Please submit the revisions that you propose to address the concerns outlined above and
explain to us how you have considered the indicative value of the financial information
reported on the various line items of your income statement in formulating your
disclosures; and to the extent that you believe the activity is not relevant to an assessment
of your results of operations, explain to us the rationale underlying your view.
2.We note that in discussing changes in the consolidated and segment results there are
several instances in which you identify multiple reasons without quantifying the extent of
change attributable to each item mentioned.  For example, you state that the change in
revenues is "primarily due to lower realized commodity prices partially offset by higher
sales volumes," and that the increase in production and operating expenses is "due to
increased well work activities and higher production volumes."

Item 303(b) of Regulation S-K, requires that when financial statements reflect material
changes in line items, including changes that offset one another within line items, the
underlying reasons be described in quantitative and qualitative terms, which extends to
segment information when necessary to an understanding of the business.

The guidance in subparagraphs (b)(2)(i), (ii), and (iii) further clarifies that such
disclosures should address any significant economic changes that materially affected
income from continuing operations, including "significant components of revenues
or expenses" that are material to an understanding of the results of operations, trends or
uncertainties that have had or that are reasonably likely to have "a material impact on net
sales or revenues," events that are reasonably likely to cause "a material change in the
relationship between costs and revenues," and when there have been material changes in
net sales or revenues, this guidance requires that you quantify the extent to which
such changes are attributable to changes in volumes, and separately to changes in prices.

Please submit the revisions that you propose to address the concerns outlined above and
identify the specific language within the revisions that you believe will address each
requirement that is mentioned, such as the effects of significant economic changes on
components of revenues and expenses, material changes in the relationships between costs

 FirstName LastNameWilliam Bullock, Jr
 Comapany NameConocoPhillips
 March 22, 2024 Page 3
 FirstName LastName
William Bullock, Jr
ConocoPhillips
March 22, 2024
Page 3
and revenues, and your view of the apparent trends exhibited by the historical activity
reported on the various line items of your income statement.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Mark Wojciechowski at 202-551-3759 or Karl Hiller at 202-551-3686 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

    ConocoPhillips

                                                                                925 N. Eldridge Parkway

                                                                                Houston, Texas 77079

August 30, 2022

VIA EDGAR

Mr. Arthur Tornabene-Zalas

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington,
D.C. 20549

 Re: ConocoPhillips and ConocoPhillips Company

    Registration Statement on Form S-4 (File Nos. 333-266960
and 333-266960-01)

    Request for Acceleration

Dear Mr. Tornabene-Zalas:

Pursuant to Rule 461 promulgated under the Securities Act of 1933,
as amended, ConocoPhillips Company and ConocoPhillips hereby request that the Securities and Exchange Commission accelerate the effective
date of their Registration Statement on Form S-4 (File Nos. 333-266960 and 333-266960-01) (the “Registration Statement”) and
declare the Registration Statement effective as of 4:00 p.m., New York City time, on September 1, 2022, or as soon thereafter as practicable.

Please contact Keith M. Townsend of King & Spalding LLP at
(404) 572-3517 or KTownsend@kslaw.com or Zachary L. Cochran of King & Spalding LLP at (404) 572-3518 or ZCochran@kslaw.com with
any questions. In addition, please notify Mr. Townsend or Mr. Cochran when this request for acceleration has been granted.

[SIGNATURE PAGE FOLLOWS]

  CONOCOPHILLIPS

  CONOCOPHILLIPS COMPANY

  By:
  /s/Andrew M. O’Brien

  Name:
  Andrew M. O’Brien

  Title:
  Vice President and Treasurer

  cc:
  Keith M. Townsend, King & Spalding LLP

  Zachary L. Cochran, King & Spalding LLP

United States securities and exchange commission logo
August 26, 2022
Ryan M. Lance
Chairman and Chief Executive Officer
ConocoPhillips
925 N. Eldridge Parkway
Houston, TX 77079
Re:ConocoPhillips
Registration Statement on Form S-4
Filed August 18, 2022
File No. 333-266960
Dear Mr. Lance:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Arthur Tornabene-Zalas at (202) 551-3162 or Irene Barberena-Meissner,
Staff Attorney, at (202) 551-6548 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Keith Townsend, Esq.

CORRESP
1
filename1.htm

[Letterhead of ConocoPhillips]

August 18, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re: ConocoPhillips and ConocoPhillips Company

Registration Statement on Form S-4

Filed on August 18, 2022

Ladies and Gentlemen:

Reference is made to the above-referenced Registration
Statement on Form S-4 (the “Registration Statement”), filed by ConocoPhillips Company (the “Company”)
and ConocoPhillips (the “Guarantor”) with the U.S. Securities and Exchange Commission under the U.S. Securities Act of 1933,
as amended (the “Act”). The Registration Statement registers $1,770,231,000 and $784,636,000 aggregate principal amount
of the Company’s 4.025% Senior Notes due 2062 and 3.758% Senior Notes due 2042, respectively, each of which is guaranteed by the
Guarantor (collectively, the “Registered Notes”), to be exchanged for an equal aggregate principal amount of the respective
series of the Company’s unregistered 4.025% Senior Notes due 2062 and 3.758% Senior Notes due 2042, each of which is guaranteed
by the Guarantor (collectively, the “Restricted Notes”) (such exchange offers, the “Exchange Offers”).
The Company is registering the Exchange Offers in reliance on the position of the staff of the U.S. Securities and Exchange Commission
(the “Staff”) enunciated in Exxon Capital Holdings Corporation (April 13, 1989), Morgan Stanley &
Co. Incorporated (June 5, 1991) and Shearman & Sterling (July 2, 1993).

This will confirm that neither the Company nor
the Guarantor has entered into any arrangement or understanding with any person to distribute the Registered Notes and, to the best of
the Company’s and the Guarantor’s information and belief, each person participating in the Exchange Offers is acquiring the
Registered Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution
of the Registered Notes.  In this regard, the Company and the Guarantor will make each person participating in the Exchange Offers
aware (through the Exchange Offer prospectus) that if the Exchange Offers are being registered for the purpose of secondary resales, any
securityholder using the Exchange Offers to participate in a distribution of the Registered Notes (1) could not rely on the Staff
position enunciated in Exxon Capital Holdings Corporation (April 13, 1989) or similar letters and (2) must
comply with registration and prospectus delivery requirements of the Act in connection with any sale or transfer of the Registered Notes,
unless the sale or transfer is made pursuant to an exemption from those requirements.  Each of the Company and the Guarantor acknowledges
that such a secondary resale transaction should be covered by an effective registration statement containing the selling securityholder
information required by Item 507 of Regulation S-K.

In addition, the Company and the Guarantor will
(i) make each person participating in the Exchange Offers aware (through the Exchange Offer prospectus) that any broker-dealer who
holds Restricted Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives
Registered Notes in exchange for such Restricted Notes pursuant to the Exchange Offers, may be a statutory underwriter and must deliver
a prospectus meeting the requirements of the Act in connection with any resale of such Restricted Notes and (ii) include in the transmittal
letter to be submitted to the Exchange Agent by an exchange offeree in order to participate in the Exchange Offers a provision to the
following effect:

If the undersigned or any beneficial owner is a broker-dealer,
the undersigned and such beneficial owner: (1) represents that it is participating in the Exchange Offers for its own account and
is exchanging Restricted Notes that were acquired by it as a result of market-making or other trading activities, (2) confirms that
it has not entered into any arrangement or understanding with any person to distribute the Restricted Notes and (3) acknowledges
that it will deliver a prospectus meeting the requirements of the Act in connection with any resale of such Restricted Notes; however,
by so acknowledging and by delivering a prospectus, such broker-dealer will not be deemed to admit that it is an underwriter within the
meaning of the Act.

See Shearman & Sterling (July 2, 1993).

[Signature Page Follows]

    Very truly yours,

    CONOCOPHILLIPS

    By:
    /s/ Andrew M. O'Brien

    Name:
    Andrew M. O'Brien

    Title:
    Vice President and Treasurer

    CONOCOPHILLIPS COMPANY

    By:
    /s/ Andrew M. O'Brien

    Name:
    Andrew M. O'Brien

    Title:
    Vice President and Treasurer

CORRESP
1
filename1.htm

ConocoPhillips

925 N. Eldridge Parkway

Houston, Texas 77079

April 4, 2022

VIA EDGAR

Mr. Arthur Tornabene-Zalas

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: ConocoPhillips

Registration Statement on Form S-4; File No. 333-262829

Request for Acceleration

Dear Mr. Tornabene-Zalas:

In accordance with Rules 460 and 461 under
the Securities Act of 1933, as amended, ConocoPhillips hereby requests that its Registration Statement on Form S-4 filed with the
Securities and Exchange Commission on February 17, 2022 (File No. 333-262829) and amended on March 31, 2022 be made effective
at 4:00 p.m. New York City time on April 6, 2022, or as soon as possible thereafter.

Please contact Zachary S. Podolsky of Wachtell,
Lipton, Rosen & Katz at (212) 403-1057 or by email at ZSPodolsky@wlrk.com or Kathryn Gettles-Atwa of Wachtell, Lipton, Rosen &
Katz at (212) 403-1142 or by email at KGettles-Atwa@wlrk.com with any questions you may have concerning this request. In addition, please
notify Mr. Podolsky or Ms. Gettles-Atwa when this request for acceleration has been granted.

[SIGNATURE PAGE FOLLOWS]

  CONOCOPHILLIPS

  By: /s/ Andrew M. O’Brien

  Name: Andrew M. O’Brien

 Title:   Vice President and Treasurer

 cc: Zachary S. Podolsky, Wachtell,
Lipton, Rosen & Katz

    Kathryn Gettles-Atwa, Wachtell, Lipton, Rosen &
Katz

[Signature Page to SEC Acceleration
Request]

CORRESP
1
filename1.htm

  ConocoPhillips

925 N. Eldridge Parkway

Houston, Texas 77079

March 29, 2022

VIA EDGAR

Mr. Arthur Tornabene-Zalas

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: ConocoPhillips

Registration Statement on Form S-4; File No. 333-262829

Withdrawal of Request for Acceleration

Dear Mr. Tornabene-Zalas:

Reference is made to the letter of ConocoPhillips,
filed as correspondence via EDGAR on March 28, 2022, in which we requested the acceleration of the effective date of the above-referenced
Registration Statement for March 30, 2022, at 4:00 p.m. New York City time, in accordance with Rules 460 and 461
under the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this
time and we hereby formally withdraw our request for acceleration of the effective date.

[SIGNATURE PAGE FOLLOWS]

CONOCOPHILLIPS

By:
/s/Andrew M. O’Brien

Name:
Andrew M. O’Brien

Title:
Vice President and Treasurer

cc: Zachary S. Podolsky, Wachtell,
Lipton, Rosen & Katz

  Kathryn Gettles-Atwa, Wachtell, Lipton, Rosen &
Katz

[Signature Page to Withdrawal
of SEC Acceleration Request]

CORRESP
1
filename1.htm

    ConocoPhillips

    925 N. Eldridge Parkway

    Houston, Texas 77079

March 28, 2022

VIA EDGAR

Mr. Arthur Tornabene-Zalas

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re: ConocoPhillips

Registration Statement on Form S-4; File No. 333-262829

Request for Acceleration

Dear Mr. Tornabene-Zalas:

In accordance with Rules 460 and 461 under the
Securities Act of 1933, as amended, ConocoPhillips hereby requests that its Registration Statement on Form S-4 filed with the Securities
and Exchange Commission on February 17, 2022 (File No. 333-262829) be made effective at 4:00 p.m. New York City time on March 30, 2022,
or as soon as possible thereafter.

Please contact Zachary S. Podolsky of Wachtell,
Lipton, Rosen & Katz at (212) 403-1057 or by email at ZSPodolsky@wlrk.com or Kathryn Gettles-Atwa of Wachtell, Lipton, Rosen &
Katz at (212) 403-1142 or by email at KGettles-Atwa@wlrk.com with any questions you may have concerning this request. In addition, please
notify Mr. Podolsky or Ms. Gettles-Atwa when this request for acceleration has been granted.

[SIGNATURE PAGE FOLLOWS]

    CONOCOPHILLIPS

    By:
    /s/
    Andrew M. O’Brien

    Name:
    Andrew M.
    O’Brien

    Title:
    Vice
    President and Treasurer

cc:   Zachary S. Podolsky, Wachtell, Lipton, Rosen & Katz

Kathryn Gettles-Atwa, Wachtell, Lipton, Rosen
 & Katz

United States securities and exchange commission logo
February 24, 2022
Kelly B. Rose
Senior Vice President, Legal and General Counsel
ConocoPhillips
925 N. Eldridge Parkway
Houston, TX 77079
Re:ConocoPhillips
Registration Statement on Form S-4
Filed February 17, 2022
File No. 333-262829
Dear Ms. Rose:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Arthur Tornabene-Zalas at (202) 551-3162 or Anuja Majmudar, Attorney-
Advisor, at (202) 551-3844 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Zachary S. Podolsky, Esq.

CORRESP
1
filename1.htm

    ConocoPhillips Company

    925 N. Eldridge Parkway

    Houston, Texas 77079

February 17, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: ConocoPhillips

Registration Statement on Form S-4

Filed on February 17, 2022

Ladies and Gentlemen:

Reference is made to the above-referenced Registration
Statement on Form S-4 (the “Registration Statement”), filed with the U.S. Securities and Exchange Commission under
the U.S. Securities Act of 1933, as amended (the “Act”), on the date hereof, in connection with the proposed offers
by ConocoPhillips (the “Company”) to exchange (the “Exchange Offers”) up to the aggregate principal
amount outstanding of each of the Company’s unregistered 3.750% Senior Notes due 2027, 4.300% Senior Notes due 2028, 2.400% Senior
Notes due 2031, 4.875% Senior Notes due 2047 and 4.850% Senior Notes due 2048 (collectively, the “Restricted Notes”),
each of which is guaranteed by the Company’s subsidiary, ConocoPhillips Company (the “Guarantor”), for equal
aggregate principal amounts of the respective series of the Company’s 3.750% Senior Notes due 2027, 4.300% Senior Notes due 2028,
2.400% Senior Notes due 2031, 4.875% Senior Notes due 2047 and 4.850% Senior Notes due 2048 (collectively, the “Registered Notes”),
each of which is guaranteed by the Guarantor, the offers of which have been registered under the Act. The Company is registering the Exchange
Offers in reliance on the position of the staff of the U.S. Securities and Exchange Commission (the “Staff”) enunciated
in Exxon Capital Holdings Corporation (April 13, 1989), Morgan Stanley & Co. Incorporated (June 5, 1991)
and Shearman & Sterling (July 2, 1993).

This will confirm that neither the Company nor
the Guarantor has entered into any arrangement or understanding with any person to distribute the Registered Notes and, to the best of
the Company’s and the Guarantor’s information and belief, each person participating in the Exchange Offers is acquiring the
Registered Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution
of the Registered Notes.  In this regard, the Company and the Guarantor will make each person participating in the Exchange Offers
aware (through the Exchange Offer prospectus) that if the Exchange Offers are being registered for the purpose of secondary resales, any
securityholder using the Exchange Offers to participate in a distribution of the Registered Notes (1) could not rely on the Staff
position enunciated in Exxon Capital Holdings Corporation (April 13, 1989) or similar letters and (2) must
comply with registration and prospectus delivery requirements of the Act in connection with any sale or transfer of the Registered Notes,
unless the sale or transfer is made pursuant to an exemption from those requirements.  Each of the Company and the Guarantor acknowledges
that such a secondary resale transaction should be covered by an effective registration statement containing the selling securityholder
information required by Item 507 of Regulation S-K.

In addition, the Company and the Guarantor will
(i) make each person participating in the Exchange Offers aware (through the Exchange Offer prospectus) that any broker-dealer who
holds Restricted Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives
Registered Notes in exchange for such Restricted Notes pursuant to the Exchange Offers, may be a statutory underwriter and must deliver
a prospectus meeting the requirements of the Act in connection with any resale of such Restricted Notes and (ii) include in the transmittal
letter to be submitted to the Exchange Agent by an exchange offeree in order to participate in the Exchange Offers a provision to the
following effect:

If the undersigned or any beneficial owner is a broker-dealer,
the undersigned and such beneficial owner: (1) represents that it is participating in the Exchange Offers for its own account and
is exchanging Restricted Notes that were acquired by it as a result of market-making or other trading activities, (2) confirms that
it has not entered into any arrangement or understanding with any person to distribute the Restricted Notes and (3) acknowledges
that it will deliver a prospectus meeting the requirements of the Act in connection with any resale of such Restricted Notes; however,
by so acknowledging and by delivering a prospectus, such broker-dealer will not be deemed to admit that it is an underwriter within the
meaning of the Act.

See Shearman & Sterling (July 2, 1993).

[Signature Page Follows]

[Signature Page to SEC Correspondence
Letter]

    Very truly yours,

    CONOCOPHILLIPS

    By:
    /s/ Andrew M. O’Brien

    Name: Andrew M. O’Brien

    Title:   Vice President and Treasurer

[Signature Page to SEC Correspondence
Letter]

CORRESP
1
filename1.htm

[ConocoPhillips Letterhead]

December 8, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549-7010

Attention: Irene Barberena-Meissner

 Re: ConocoPhillips

Registration Statement on
Form S-4

File No. 333-250183

Request for Acceleration

Dear Ms. Barberena-Meissner:

Reference is made to the Registration Statement
on Form S-4 (File No. 333-250183) initially filed by ConocoPhillips (the “Company”) with the U.S.
Securities and Exchange Commission on November 18, 2020, as amended by Amendment No. 1 thereto (the “Registration
Statement”).

The Company hereby requests the Registration
Statement be made effective at 4:00 p.m., Eastern Time, on December 10, 2020, or as soon as possible thereafter, in accordance
with Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended.

If you have any questions or comments concerning
this letter, or if you require any additional information, please feel free to contact Zachary Podolsky of Wachtell, Lipton, Rosen &
Katz at (212) 403-1057. We also respectfully request that you notify Mr. Podolsky by telephone when this request for acceleration
has been granted.

    Very truly yours,

    ConocoPhillips

    By:
    /s/ Shannon B. Kinney

    Name:
    Shannon B. Kinney

    Title:
    Deputy General Counsel, Chief Compliance
    Officer and Corporate Secretary

    cc:
    Andrew Brownstein, Wachtell,
    Lipton, Rosen & Katz

    Gregory Ostling, Wachtell, Lipton, Rosen &
    Katz

    Zachary Podolsky, Wachtell, Lipton,
    Rosen & Katz

    Travis Counts, Concho Resources Inc.

    Krishna Veeraraghavan, Sullivan &
    Cromwell LLP

United States securities and exchange commission logo
November 27, 2020
Ryan M. Lance
Chief Executive Officer
ConocoPhillips
925 N. Eldridge Parkway
Houston, TX 77079
Re:ConocoPhillips
Registration Statement on Form S-4
Filed November 18, 2020
File No. 333-250183
Dear Mr. Lance:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Irene Barberena-Meissner at (202) 551-6548 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Zachary S. Podolsky

June 4, 2019
Don Wallette, Jr.
Executive Vice President and Chief Financial Officer
ConocoPhillips
925 N. Eldridge Parkway
Houston, TX 77079
Re:ConocoPhillips
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed February 19, 2019
File No. 001-32395
Dear Mr. Wallette:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Natural Resources

CORRESP
1
filename1.htm

CORRESP

 May 23, 2019

Via EDGAR

 Mr. Brad Skinner

Senior Assistant Chief Accountant

 Office of Natural Resources

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
 ConocoPhillips

Form 10-K for the Fiscal Year Ended December 31, 2018

Filed February 19, 2019

File No. 001-32395

Dear Mr. Skinner:

 Our responses to the comments raised in
your letter dated May 9, 2019, are set forth below. The Staff’s comment is shown in bold followed by our response.

 Form 10-K for the Fiscal Year Ended December 31, 2018

 Financial Statements and Supplementary Data

Oil and Gas Operations (Unaudited)

 Reserves
Governance, page 153

1.
 Expand the disclosure of the internal controls used in the preparation of the Company’s reserves
estimates to include the qualifications of the technical person within DeGolyer and MacNaughton primarily responsible for overseeing the report included as Exhibit 99 to the Form 10-K for the fiscal year ended
December 31, 2018. Refer to Item 1202(a)(7) of Regulation S-K.

Response:

 Item
1202(a)(7) of Regulation S-K requires disclosure of the qualifications of the technical person primarily responsible for overseeing the preparation of the reserves estimates and, if the registrant represents
that a third party conducted a reserves audit, disclosure of the qualifications of the technical person primarily responsible for overseeing such reserves audit is additionally required.

The technical person primarily responsible for overseeing the preparation of our reserves estimates is the Company’s Manager of Reserves
Compliance and Reporting. The qualifications of this individual are disclosed under the “Reserves Governance” section of our 2018 Form 10-K on page 154. Additionally, as also disclosed within this
section on page 154, as well as in DeGolyer and MacNaughton’s (D&M) report included as Exhibit 99 to our 2018 Form 10-K, D&M performed a review of our processes and controls for preparing internal
estimates of proved reserves. D&M did

 U.S. Securities and Exchange Commission

May 23, 2019

  Page
 2

 not conduct an audit of our reserves. As such, we believe our disclosures comply with Item
1202(a)(7) of Regulation S-K.

 Proved Reserves

Natural Gas, page 159

2.
 The disclosure on page 160 indicates the natural gas production figures used in the reconciliation of the
changes in total proved reserves includes gas consumed in production operations. If the amount of natural gas production consumed in operations is material, expand your discussion to separately disclose the quantities of such production so that the
inconsistency with the gas production figures provided elsewhere in your filing is reconciled.

Response:

Natural gas production consumed in operations represents less than 5 percent of the company’s total production for each of 2018,
2017 and 2016. As the amount of natural gas production consumed in our operations is immaterial, we do not believe expanded disclosure is necessary. However, to the extent quantities of natural gas production consumed in operations become material,
we will expand our disclosure in future filings.

3.
 If the proved reserves disclosed in your filing include material amounts of natural gas consumed in
operations, expand your disclosure to clarify the net amounts of such reserves. Refer to ASC 932-235-50-10.

 Response:

We believe we have complied with the requirements of FASB ASC 932-235-50-10 which requires disclosure of important economic factors or significant uncertainties affecting particular components of an entity’s proved reserves (e.g. unusually high expected
development or lifting costs, the necessity to build a major pipeline or other major facilities before production of the reserves can begin, and contractual obligations to produce and sell a significant portion of reserves at prices that are
substantially below those at which the oil and gas could otherwise be sold in the absence of the contractual obligations).

 As of
December 31, 2018, reserve volumes of natural gas consumed in operations comprised approximately 10 percent of our total proved reserves. That amount was less than 10 percent as of the end of 2017 and 2016. This gas is not actually
sold, so we do not include it in our Standardized Measure of Discounted Future Net Cash Flows. We do not believe quantities of our natural gas consumed in operations represent either an important economic factor or significant uncertainty as
described in FASB ASC 932-235-50-10. However, we acknowledge the Staff’s comment and in future filings, beginning with our
2019 Form 10-K, we will provide a footnote to our natural gas reserves table quantifying the amount of natural gas consumed in operations.

Reserve volumes include natural gas consumed in operations of 3,198 billion, 2,844 billion and 2,946 billion cubic feet as
of December 31, 2018, 2017 and 2016 respectively. These volumes are not included in the calculation of our Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserve Quantities.

 U.S. Securities and Exchange Commission

May 23, 2019

  Page
 3

 Proved Undeveloped Reserves, page 164

4.
 Your discussion of the changes that occurred due to revisions appears to indicate that the downward
revisions due to changes in development timing were partially offset by positive changes due to higher prices. To the extent that two or more unrelated factors are combined to arrive at a change in net quantities, your disclosure should separately
identify and quantify each individual factor so that the change in net quantities of reserves between periods is fully explained. In particular, disclosure relating to revisions in previous estimates should identify such underlying factors as
changes caused by commodity prices, well performance, improved recovery, uneconomic proved undeveloped locations or changes resulting from the removal of proved undeveloped locations due to changes in a previously adopted development plan. Refer to
Item 1203(b) of Regulation S-K. This comment also applies to the comparable discussion, presented elsewhere in your filing, of the changes in net quantities of total proved reserves for each of the annual
periods presented. Refer to FASB ASC 932-235-50-5.

Response:

 Our
disclosure includes a table on page 164 of our 2018 Form 10-K which quantifies the net changes in total proved undeveloped reserves for revisions, improved recovery, purchases, extensions and discoveries and
sales as described in FASB ASC 932-235-50-5. Accompanying the table is narrative disclosure explaining changes for each of these
items including specific identification of the significant underlying factors and geographic areas contributing to the change.

 We believe
our disclosures for proved undeveloped reserves are in compliance with Item 1203(b) of Regulation S-K when considering the totality of disclosures for total proved reserves on pages 155-164 and proved undeveloped reserves on pages 164-165. However, the Company acknowledges the Staff’s comment and respectfully proposes that in future annual reports on
Form 10-K, we will expand our disclosure to quantify individual factors, to the extent material to an understanding of changes in proved undeveloped reserves, if two or more unrelated factors are impacting a
change in net quantities as illustrated in the disclosure below.

 The 208 million BOE downward revisions consist of
227 million BOE mainly related to changes in development timing for specific well locations from the unconventional plays primarily in our Lower 48 segment partially offset by positive revisions of 19 million BOE primarily related to
higher prices in Lower 48 as well as Alaska, Europe and APME.

 With respect to discussion of changes in net quantities of total proved
reserves for each annual period presented, we have provided the disclosures required by FASB ASC 932-235-50-5. If in the future
we have two or more unrelated factors impacting a change in net quantities, to the extent material to an understanding of changes in net quantities, we will expand our disclosure to quantify those factors in future filings.

 U.S. Securities and Exchange Commission

May 23, 2019

  Page
 4

5.
 Your disclosure indicates that you transferred a material amount of proved undeveloped reserves to developed
reserves during the year. Expand your disclosure to include a discussion of the progress made during the year to convert proved undeveloped reserves to proved developed reserves. Refer to Item 1203(c) of Regulation
S-K.

 Response:

Item 1203(c) of Regulation S-K requires discussion of investments and progress made during the year to
convert proved undeveloped reserves to proved developed reserves, including, but not limited to, capital expenditures.

 With regard to
development of proved undeveloped reserves during the year, we disclosed our costs incurred of $4.6 billion relating to the development of proved undeveloped reserves during 2018. Additionally, throughout the Business and Properties and
Management’s Discussion and Analysis of Result of Operations sections of our 2018 Form 10-K, we discuss progress made on development of assets during 2018 for the company overall as well as by geographic
area. For example, we describe development progress related to our Lower 48 unconventionals—Eagle Ford, Bakken and Delaware, development programs in Europe and Alaska, and rampup of major projects in Asia Pacific. This represents the
development of proved undeveloped reserves during 2018.

 Given the totality of these disclosures, we believe we have complied with the
requirements of Item 1203(c) of Regulation S-K. However, in future filings, beginning with our 2019 Form 10-K, we will include expanded discussion of development
progress impacting the conversion of proved undeveloped reserves to proved developed reserves within our supplemental oil and gas related disclosures.

Acreage at December 31, 2018, page 173

6.
 Expand your disclosures to provide the expiration dates relating to material concentrations of your
undeveloped acreage. Refer to Item 1208(b) of Regulation S-K.

Response:

 We
considered the requirements under Item 1208(b) of Regulation S-K in preparing our disclosures related to acreage on page 173 of our 2018 Form 10-K. Our acreage
is spread across our geographic areas and is subject to multiple licenses and concessions, which are often renewable, with varying expiration terms. For example, our undeveloped acreage potentially subject to leasehold expiration over the next three
years is approximately 1.3 million net acres, representing less than 6 percent of our total net undeveloped acreage held as of December 31, 2018, and with an estimated carrying value of less than 1 percent of our total assets
(approximately $70 billion at December 31, 2018). The 1.3 million net acres subject to potential expiration are spread across each of our seven disclosed geographic areas, with no one geographic area holding a material concentration
with respect to these acres.

 U.S. Securities and Exchange Commission

May 23, 2019

  Page
 5

 Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserve
Quantities, page 176

7.
 Expand your disclosure to explain the circumstances supporting the disclosure of negative undiscounted
future net cash flows for Alaska and Canada in the presentation of the standardized measure of discounted future net cash flows for the fiscal year ending December 31, 2016. Refer to the disclosure requirements under FASB ASC 932-235-50-36 and the definition for proved reserves under Rule 4-10(a)(22) of Regulation S-X, respectively.

 Response:

Undiscounted future net cash flows related to the proved oil and gas reserves disclosed for Alaska and Canada for the year ending
December 31, 2016, are negative due to the inclusion of asset retirement costs and certain indirect costs in the calculation of the standardized measure of discounted future net cash flows. These costs are not required to be included in the
economic limit test for proved developed reserves as defined in Rule 4-10(a)(10) and 4-10(a)(20) of Regulation S-X.

Our estimates for Alaska and Canada meet the requirements for proved oil and gas reserves as defined under Rule
4-10(a)(22) of Regulation S-X because these reserves can be estimated with reasonable certainty to be economically producible. We acknowledge the Staff’s comment
and to the extent we present negative undiscounted future net cash flows in the standardized measure of discounted future net cash flows in the future, we will expand our disclosure to explain the circumstances supporting those negative amounts.

8.
 If the proved reserves disclosed in your filing include material amounts of natural gas consumed in
operations, expand your disclosure to explain how these reserves were accounted for in the calculation of the standardized measure of discounted future net cash flows. Refer to FASB ASC
932-235-36.

 Response:

 Natural gas quantities consumed in our operations are not sold, therefore we exclude reserves associated with these amounts from our
calculation of the standardized measure of discounted future net cash flows. Prospectively, we will clarify this in the disclosure proposed in conjunction with the Staff’s comment 3 above.

 U.S. Securities and Exchange Commission

May 23, 2019

  Page
 6

 Index to Exhibits

Exhibit Number 99, page 199

9.
 The report prepared by the third party petroleum engineering firm does not appear to address all of the
requirements pursuant to Item 1202(a)(8) of Regulation S-K. Please obtain and file revised reserves reports to address the following points.

•

 The reserves report should state the purpose for which the report was prepared, e.g. for inclusion as an
exhibit in a filing made with the U.S. Securities and Exchange Commission (Item 1202(a)(8)(i)).

•

 The reserves report should include the date on which the report was completed (Item 1202(a)(8)(ii)).

•

 The reserves report should include statement that the third party has used all methods and procedures as it
considered necessary under the circumstances to prepare the report (Item 1202(a)(8)(viii)).

 Response:

 Item 1202(a)(8) of Regulation S-K stipulates that if a third party’s report relates to the
preparation of or a reserves audit of, the registrant’s reserves estimates, then the report must include disclosures as listed in the Staff’s comment above. As described in our response to the Staff’s comment 1 above, D&M does not
prepare nor conduct an audit of our reserves. Therefore, we believe D&M’s report, as filed, complies with the requirements pursuant to Item 1202(a)(8) of Regulation S-K.

 U.S. Securities and Exchange Commission

May 23, 2019

  Page
 7

 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/ Don E. Wallette, Jr.

Don E. Wallette, Jr.

Executive Vice President and

Chief Financial Officer

cc:
 Mr. John V. Faraci

Chairman of the Audit and

Finance Committee

Mr. Ryan M. Lance

Chairman of the Board of Directors and

Chief Executive Officer

Ms. Kelly Rose

 Senior Vice
President, Legal,

 General Counsel and Corporate Secretary

Ms. Catherine A. Brooks

Vice President and Controller

Mr. Dale Nijoka

Ernst & Young LLP

May 9, 2019
Don Wallette, Jr.
Executive Vice President and Chief Financial Officer
ConocoPhillips
925 N. Eldridge Parkway
Houston, TX 77079
Re:ConocoPhillips
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed February 19, 2019
File No. 001-32395
Dear Mr. Wallette:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2018
Financial Statements and Supplementary Data
Oil and Gas Operations (Unaudited)
Reserves Governance, page 153
1.Expand the disclosure of the internal controls used in the preparation of the Company’s
reserves estimates to include the qualifications of the technical person within DeGolyer
and MacNaughton primarily responsible for overseeing the report included as Exhibit 99
to the Form 10-K for the fiscal year ended December 31, 2018.  Refer to Item 1202(a)(7)
of Regulation S-K.
Proved Reserves
Natural Gas, page 159
2.The disclosure on page 160 indicates the natural gas production figures used in the
reconciliation of the changes in total proved reserves includes gas consumed in production

 FirstName LastNameDon Wallette, Jr.
 Comapany NameConocoPhillips
 May 9, 2019 Page 2
 FirstName LastNameDon Wallette, Jr.
ConocoPhillips
May 9, 2019
Page 2
operations.  If the amount of natural gas production consumed in operations is material,
expand your discussion to separately disclose the net quantities of such production so that
the inconsistency with the gas production figures provided elsewhere in your filing is
reconciled.
3.If the proved reserves disclosed in your filing include material amounts of natural gas
consumed in operations, expand your disclosure to clarify the net amounts of such
reserves.  Refer to FASC ASC 932-235-50-10.
Proved Undeveloped Reserves, page 164
4.Your discussion of the changes that occurred due to revisions appears to indicate that the
downward revisions due to changes in development timing were partially offset by
positive changes due to higher prices.  To the extent that two or more unrelated factors are
combined to arrive at a change in the net quantities, your disclosure should separately
identify and quantify each individual factor so that the change in net quantities of reserves
between periods is fully explained.  In particular, disclosure relating to revisions in
previous estimates should identify such underlying factors as changes caused by
commodity prices, well performance, improved recovery, uneconomic proved
undeveloped locations or changes resulting from the removal of proved undeveloped
locations due to changes in a previously adopted development plan.  Refer to Item 1203(b)
of Regulation S-K.  This comment also applies to the comparable discussion, presented
elsewhere in your filing, of the changes in net quantities of total proved reserves for each
of the annual periods presented.  Refer to FASB ASC 932-235-50-5.
5.Your disclosure indicates that you transferred a material amount of proved undeveloped
reserves to developed reserves during the year.  Expand your disclosure to include a
discussion of the progress made during the year to convert proved undeveloped reserves to
proved developed reserves.  Refer to Item 1203(c) of Regulation S-K.
Acreage at December 31, 2018, page 173
6.Expand your disclosure to provide the expiration dates relating to material concentrations
of your undeveloped acreage.  Refer to Item 1208(b) of Regulation S-K.
Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas
Reserve Quantities, page 176
7.Expand your disclosure to explain the circumstances supporting the disclosure of negative
undiscounted future net cash flows for Alaska and Canada in the presentation of the
standardized measure of discounted future net cash flows for the fiscal year ending
December 31, 2016.  Refer to the disclosure requirements under FASB ASC 932-235-50-
36 and the definition for proved reserves under Rule 4-10(a)(22) of Regulation S-X,
respectively.

 FirstName LastNameDon Wallette, Jr.
 Comapany NameConocoPhillips
 May 9, 2019 Page 3
 FirstName LastName
Don Wallette, Jr.
ConocoPhillips
May 9, 2019
Page 3

8.If the proved reserves disclosed in your filing include material amounts of natural gas
consumed in operations, expand your disclosure to explain how these reserves were
accounted for in the calculation of the standardized measure of discounted future net cash
flows.  Refer to FASB ASC 932-235-36.
Index to Exhibits
Exhibit Number 99, page 199
9.The report prepared by the third party petroleum engineering firm does not appear to
address all of the requirements pursuant to Item 1202(a)(8) of Regulation S-K.  Please
obtain and file revised reserves reports to address the following points.

•The reserves report should state the purpose for which the report was prepared, e.g. for
inclusion as an exhibit in a filing made with the U.S. Securities and Exchange
Commission (Item 1202(a)(8)(i)).

•The reserves report should include the date on which the report was completed (Item
1202(a)(8)(ii)).

•The reserves report should include statement that the third party has used all methods
and procedures as it considered necessary under the circumstances to prepare the
report (Item 1202(a)(8)(viii)).
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact John Hodgin, Petroleum Engineer, at (202) 551-3699 or me at (202)
551-3489 with any questions.
Sincerely,
Division of Corporation Finance
Office of Natural Resources

Mailstop 4628
        November 21 , 201 6

Via E -mail
Mr. Don E. Wallette, Jr.
Chief Financial Officer
ConocoPhillips
600 North Dairy Ashford
Houston, Texas  77079

 Re: ConocoPhillips
  Form  10-K for the Fiscal Year Ended December 31, 2015
Filed February 23, 2016
File No. 1-32395

Dear Mr. Wallette :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

        Sincerely,

        /s/ Brad Skinner

Brad Skinner
Senior Assistant Chief Accountant
Office of Natural Resources

CORRESP
1
filename1.htm

CORRESP

 November 17, 2016

Via EDGAR

 Mr. Brad Skinner

Senior Assistant Chief Accountant

 Office of Natural Resources

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
ConocoPhillips

 Form 10-K for the Fiscal Year Ended December 31, 2015

Filed February 23, 2016

 Response
Letter Dated October 24, 2016

 File No. 1-32395

Dear Mr. Skinner:

 We are hereby supplementing our previous
response to the Staff of the U.S. Securities and Exchange Commission’s (the “Staff”) Comment 1, which was filed by us on October 24, 2016. This letter constitutes our response to the comments of the Staff received via a telephone
conversation on November 9, 2016.

 Form 10-K for the Fiscal Year Ended December 31, 2015

Notes to Consolidated Financial Statements

 Oil and Gas
Operations (Unaudited), page 139

 Proved Undeveloped Reserves, page 150

1.
We note your response to prior comment 4 indicating certain proved undeveloped locations related to the Eagle Ford area will not be developed within five years of their initial disclosure and that after considering
the answer in Question 131.03 in the C&DIs, you have concluded that continuing to recognize these locations is appropriate.

We are not in a position to agree with your conclusion regarding an exception to the requirements under Rule 4-10(a)(31)(ii) of Regulation
S-K based on the facts and circumstances provided in your response related to your Eagle Ford proved undeveloped locations. In this regard, we note your response to prior comment 2 states “by exercising capital flexibility we have slowed the
pace of certain investments including our drilling program in the Eagle Ford area” and “this decision did not materially impact our reserves estimates for the Eagle Ford at fiscal year-end 2015, but did impact the conversion timing of
undeveloped reserves.” The last bullet in the

 U.S. Securities and Exchange Commission

November 17, 2016

 Page 2

answer to Question 131.03 indicates delays in development caused by internal factors such as your decision to slow the pace of investments relating to your drilling program in the Eagle Ford area
would not warrant an exception for a time period longer than five years to begin development of those reserves. Please remove any previously disclosed proved undeveloped reserves attributable to Eagle Ford locations which are not planned to be
drilled within five years of initial disclosure.

 Response:

Based on our conversation with the Staff on November 9, 2016, we will prospectively remove previously disclosed proved undeveloped reserves
attributable to Eagle Ford locations which are not planned to be drilled within five years of initial disclosure, the amount in our 2015 development plan of which is immaterial.

 U.S. Securities and Exchange Commission

November 17, 2016

 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 with respect to 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/ Don E. Wallette, Jr.

Don E. Wallette, Jr.

Executive Vice President, Finance,

Commercial and Chief Financial Officer

cc:
Mr. John V. Faraci

 Chairman of the Audit and

Finance Committee

 Mr. Ryan M.
Lance

 Chairman of the Board of Directors and

Chief Executive Officer

 Ms.
Janet Langford Carrig, Esq.

 Senior Vice President, Legal,

General Counsel and Corporate Secretary

Ms. Glenda M. Schwarz

 Vice
President and Controller

 Mr. Dale Nijoka

Ernst & Young LLP

CORRESP
1
filename1.htm

CORRESP

 October 24, 2016

Via EDGAR

 Mr. Brad Skinner

Senior Assistant Chief Accountant

 Office of Natural Resources

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
ConocoPhillips

 Form 10-K for the Fiscal Year Ended December 31, 2015

Filed February 23, 2016

Form 8-K Filed July 28, 2016

Response Letter Dated September 12, 2016

File No. 1-32395

 Dear Mr. Skinner:

 Our responses to the comments raised in your letter dated October 7, 2016, are set forth below. The Staff’s comment is shown in bold followed
by our response.

 Form 10-K for the Fiscal Year Ended December 31, 2015

Notes to Consolidated Financial Statements

 Oil and
Gas Operations (Unaudited), page 139

 Proved Undeveloped Reserves, page 150

1.
We note your response to prior comment 4 indicating certain proved undeveloped locations related to the Eagle Ford area will not be developed within five years of their initial disclosure and that after considering
the answer in Question 131.03 in the C&DIs, you have concluded that continuing to recognize these locations is appropriate.

We are not in a position to agree with your conclusion regarding an exception to the requirements under
Rule 4-10(a)(31)(ii) of Regulation S-K based on the facts and circumstances provided in your response related to your Eagle Ford proved undeveloped locations. In this regard, we note your response to
prior comment 2 states “by exercising capital flexibility we have slowed the pace of certain investments including our drilling program in the Eagle Ford area” and “this decision did not materially impact our reserves estimates for
the Eagle Ford at fiscal year-end 2015, but did impact the conversion timing of undeveloped reserves.” The last bullet in the answer to Question 131.03 indicates delays in development caused by internal factors

 U.S. Securities and Exchange Commission

October 24, 2016

 Page 2

such as your decision to slow the pace of investments relating to your drilling program in the Eagle Ford area would not warrant an exception for a time period longer than five years to begin
development of those reserves. Please remove any previously disclosed proved undeveloped reserves attributable to Eagle Ford locations which are not planned to be drilled within five years of initial disclosure.

Response:

As stated in our previous response, all Eagle Ford proved undeveloped reserves are scheduled to be drilled within five years in our adopted
development plan. There are no proved undeveloped reserves in Eagle Ford that have remained undeveloped for more than five years since initial disclosure.

Eagle Ford development is an important multi-decade continuous drilling program commitment for our company. Our reserves governance
provides for recognition of reserves for wells scheduled for development within the first five years of our approved Corporate Operating Plan. The Operating Plan reflects our outlook of future commodity pricing and costs, validates our ability
to fund our future development activities, and provides the basis for adoption of the Eagle Ford development plan and final investment decision for the drilling program.

We eliminate reserves from our drilling program for any undeveloped well location that has remained undeveloped for more than five years since
initial disclosure to prevent reserves rolling forward without a commitment to develop. Commitment to our Eagle Ford program is well established and demonstrated by a 5-year PUD conversion rate that is in excess of 20 percent. Even in a
lower commodity price environment, the 2015 PUD conversion rate was approximately 20 percent and our adopted development plan and Operating Plan financial commitment supports similar PUD conversion rates in Eagle Ford.

As part of our Eagle Ford development plan we maintain a significant inventory of well locations to ensure efficient planning and execution of
our continuous drilling program commitment. Removal of any previously disclosed proved undeveloped reserves at year-end 2015 would have resulted in insertion of other wells from our inventory to preserve our continuous drilling commitment. As a
result, there would be little to no effect on total proved undeveloped reserves for Eagle Ford.

 Form 8-K Filed July 28, 2016

Exhibit 99.1 Press Release

2.
Please revise your presentation of annualized revenue to include disclosure similar to the explanations provided in your response to prior comment 6.

Response:

We will remove the disclosure of annualized revenue going forward, beginning with our earnings release for the third quarter of 2016.

 U.S. Securities and Exchange Commission

October 24, 2016

 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 with respect to 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/ Don E. Wallette, Jr.

Don E. Wallette, Jr.

Executive Vice President, Finance,

Commercial and Chief Financial Officer

cc:
Mr. John V. Faraci

 Chairman of the Audit and

Finance Committee

Mr. Ryan M. Lance

Chairman of the Board of Directors and

Chief Executive Officer

Ms. Janet Langford Carrig, Esq.

Senior Vice President, Legal,

General Counsel and Corporate Secretary

Ms. Glenda M. Schwarz

Vice President and Controller

Mr. Dale Nijoka

Ernst & Young LLP

Mailstop 4628
       October 7 , 201 6

Via E -mail
Mr. Don E. Wallette, Jr.
Chief Financial Officer
ConocoPhillips
600 North Dairy Ashford
Houston, Texas  77079

 Re: ConocoPhillips
  Form  10-K for the Fiscal Year Ended December 31 , 2015
Filed February 23, 2016
Form  8-K Filed July 28, 2016
Response Letter Dated September 12, 2016
File No. 1-32395

Dear Mr. Wallette :

We have reviewed your filing s and response letter and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure s.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional
comments.   Unless we not e otherwise, our references to prior comments are to comments in our
August 26, 2016 letter .

Form 10 -K for the Fiscal Year Ended December 31, 2015

Notes to Consolidated Financial Statements

Oil and Gas Operations (Unaudited), page 139

Proved  Undeveloped Reserves, page 150

1. We note your response to prior comment 4 indicating certain proved undeveloped
locations related to the Eagle Ford area will not be developed within five years of their

Mr. Don E. Wallette, Jr.
ConocoPhillips
October 7 , 2016

 initial disclos ure and that after considering the answ er in Question 131.03 in the C&DIs,
you have concluded that continuing to recognize these locations is appropriate.

We are not in a position to agree with your conclusion regarding an exception to the
requirements under Rule 4 -10(a)(31 )(ii) of Regulation S -K based on the facts and
circumstances provided in your response related to your Eagle Ford proved undeveloped
locations.   In this regard, we note your response to prior comment 2 states “by exercising
capital flexibility we have slow ed the pace of certain investments including our drilling
program in the Eagle Ford area” and “this decision did not materially impact our reserves
estimates for the Eagle Ford at fiscal year -end 2015, but did impact the conversion timing
of undeveloped re serves.”  The last bullet in the answer to Question 131.03 indicates
delays in development caused by internal factors such as your decision to slow the pace
of investments relating to your drilling program in the Eagle Ford area  would not warrant
an except ion for a time period longer than five years to begin development of those
reserves .  Please remove any previously disclosed proved undeveloped reserves
attributable to Eagle Ford locations which are not planned to be drilled within five years
of initial d isclosure .

Form 8 -K Filed July 28, 2016

Exhibit 99.1 Press Release

2. Please r evise your presentation of annualized revenue to include disclosure similar to the
explanations provided in your response to prior comment 6 .

You may contact Lily Dang at (202) 551 -3867  or John Cannarella at (202) 551 -3337 if
you have questions regarding comments on the financial statements and related matters.  You
may contact John Hodgin, Petroleum Engineer, at (202) 551 -3699 if you have questions
regarding the enginee ring comments .  Please contact me at (202) 551 -3489 with any other
questions.

        Sincerely,

        /s/ Brad Skinner

Brad Skinner
Senior Assistant Chief Accountant
Office of Natural Resources

CORRESP
1
filename1.htm

Confidential Treatment Requested

 FOIA Confidential Treatment Requested by ConocoPhillips pursuant to 17 C.F.R. § 200.83

Pursuant to 17 C.F.R. § 200.83 (“Rule 83”), ConocoPhillips has requested confidential treatment under the Freedom of
Information Act of portions of this letter. This letter omits confidential information included in the unredacted version of this letter that was delivered to the Division of Corporation Finance. The notes below denote such omissions.

 September 12, 2016

 Via EDGAR

 Mr. Brad Skinner

 Senior Assistant Chief Accountant

Office of Natural Resources

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
ConocoPhillips

Form 10-K for the Fiscal Year Ended December 31, 2015

Filed February 23, 2016

Form 8-K Filed July 28, 2016

File No. 1-32395

 Dear Mr. Skinner:

Our responses to the comments raised in your letter dated August 26, 2016, are set forth below. The Staff’s comment is shown in bold followed by our
response.

 Form 10-K for the Fiscal Year Ended December 31, 2015

Notes to Consolidated Financial Statements

 Oil and
Gas Operations (Unaudited), page 139

 Proved Undeveloped Reserves, page 150

1.
The disclosure relating to the changes in your proved undeveloped reserves indicates you added 360 million Boe of undeveloped reserves in 2015, “mainly” through extensions and discoveries from ongoing
development progress.

 Your disclosure should reconcile the overall change in the net quantities by separately
identifying and quantifying each factor that contributed to a material change in your proved undeveloped reserves so that the change in net reserves between periods is fully explained. To

 U.S. Securities and Exchange Commission

September 12, 2016

  Page
 2

the extent that two or more factors contribute to a material change, indicate the net amount attributable to each factor. Please expand your disclosure to present the changes in net reserves
accompanied by a narrative explanation relating to such factors as revisions of previous estimates, improved recovery, extensions and discoveries, acquisitions, divestitures and the amounts converted during 2015 from proved undeveloped to proved
developed. See Item 1203(b) of Regulation S-K.

 Response:

We believe that we have complied with the requirements of Item 1203(b) of Regulation S-K concerning the disclosure of material changes in
proved undeveloped reserves that occurred during the year. Our addition of 360 million BOE of undeveloped reserves in 2015 consisted of the following contributing factors:

 PUD Additions

MMBOE

 Extensions and Discoveries

255

 Revisions

66

 Improved Recovery

39

 Acquisitions

—

 Divestitures

—

 Total

360

 With respect to revisions and improved recovery, no single property or group of properties contributed
significantly to the total of these additions. In future filings, we will present changes in net reserves accompanied by a narrative description relating to each factor that contributed to a material change in proved undeveloped reserves.

2.
Explain to us how you have taken into consideration the significant reduction in anticipated capital expenditures for 2016 disclosed on pages 34 and 35 in adopting a development plan and schedule that results in the
conversion of the proved undeveloped reserves attributable to each of the major development areas disclosed on page 150. As part of your response, please identify those projects which were deferred in your estimates at fiscal year-end 2015 to a
later date indicating the prior and current dates to initiate and complete conversion of the proved undeveloped reserves attributable to each project. Refer to the definition of undeveloped reserves under Rule 4-10(a)(31)(ii) of Regulation S-K and
the answer to Question 131.04 in the Compliance and Disclosure Interpretations (C&DIs), issued October 26, 2009 and updated May 16, 2013.

Response:

 The
major development areas disclosed on page 150 are comprised of four oil sands projects in Canada and our ongoing development of the Eagle Ford area in the Lower 48. The reduction in anticipated capital expenditures for 2016 disclosed on pages
34 and 35 did not materially impact plans for development of the oil sands projects.

 As described on Page 36 of the 2015 Form 10-K, by
exercising capital flexibility we have slowed the pace of certain investments including our drilling program in the Eagle Ford area. This decision did not materially impact our reserves estimates for Eagle Ford at fiscal year-end 2015, but did
impact the

 U.S. Securities and Exchange Commission

September 12, 2016

  Page
 3

conversion timing of undeveloped reserves. However, all Eagle Ford proved undeveloped reserves are scheduled to be drilled within five years in our adopted development plan. As the
Eagle Ford assets remain an active development area, we review and renew our development and appraisal plans periodically. We comply with the requirements of Rule 4-10(a)(31)(ii) of Regulation S-X by removing any undeveloped reserves that remain
undeveloped after five years from initial disclosure, and also limit undeveloped reserves recognition to a five-year development window unless the specific circumstances justify a longer time.

3.
Please clarify for us the extent to which proved undeveloped reserves for the five major areas identified on page 150 are economically producible based on the prices as of December 31, 2015 specified under Rule
4-10(a)(22)(v) of Regulation S-X but would not be economically producible based on the actual market prices you received for crude oil/condensate, natural gas liquids, bitumen and natural gas beginning January 1, 2016. To the extent that your
commitment to proceed with development is dependent upon your forecast of a future improvement in the January 1, 2016 prices, modify your disclosure to quantify the volumes involved and to discuss the important economic factors or significant
uncertainties regarding your development plan and schedule and the proved undeveloped reserves attributable to the projects disclosed on page 150. Refer to the disclosure requirements pursuant to FASB ASC 932-235-50-10.

Response:

 All of
the proved undeveloped reserves for each of the five major areas identified on page 150 are economically producible based on historical 12-month first-of-month prices as of December 31, 2015 pursuant to Rule 4-10(a)(22)(v) of Regulation S-X. We
periodically review capital investment decisions. In conjunction with this process, we consider whether any changes have occurred in facts or circumstances, including fundamental changes in the worldwide commodity price environment, that would
necessitate a revision to major development plans and schedules. This review did not result in any material changes to reserves classified as proved undeveloped at December 31, 2015.

4.
Please clarify and quantify for us the extent to which any of the proved undeveloped reserves disclosed as of December 31, 2015 in the Eagle Ford area will not be developed within five years since your initial
disclosure of these reserves. Provide an explanation of the circumstances that would justify a time period longer than five years to begin development of those reserves. Refer to definition of undeveloped reserves under Rule 4-10(a)(31)(ii) of
Regulation S-K and the answer to Question 131.03 in the Compliance and Disclosure Interpretations (C&DIs), issued October 26, 2009 and updated May 16, 2013.

Response:

[***] Rule 83 Confidential Treatment Request Made by ConocoPhillips;

Request Number 1

At December 31, 2015, approximately [***] of proved undeveloped reserves related to the Eagle Ford area, which represented [***] of total
company proved undeveloped reserves, were not

 U.S. Securities and Exchange Commission

September 12, 2016

  Page
 4

scheduled to be developed within five years of their initial disclosure. As described in our response to Comment 2 above, however, all Eagle Ford proved undeveloped reserves are scheduled to be
drilled within five years in our adopted development plan, and we remove any undeveloped reserves that remain undeveloped after five years since the initial disclosure of the reserves, unless the specific circumstances justify a longer time.

After considering the answer to Question 131.03 in the C&DIs, we concluded that continuing to recognize these [***] of Eagle Ford reserves
as proved undeveloped reserves is appropriate. Historically, we have demonstrated a considerable focus on our development activities in the Eagle Ford area, and we continue to place emphasis on our significant ongoing development activities in
the area as evidenced by our active drilling and completion programs. The Eagle Ford area consistently remains a top priority with respect to the internal allocation of our capital expenditures. It is the primary area in our portfolio to which
management shifts available capital resources to maximize value. The amount of Eagle Ford proved undeveloped reserves that have the potential not to be developed within five years of their initial disclosure is immaterial and therefore did
not warrant disclosure.

 Form 8-K Filed July 28, 2016

Exhibit 99.1 Press Release

 Reconciliation of
Earnings to Adjusted Earnings

5.
We note that you present adjusted earnings / (loss) per share of common stock. Please note non-GAAP per share performance measures should be reconciled to GAAP earnings per share. Refer to Question 102.05 of the
Non-GAAP Financial Measures Codification and Disclosure Interpretation.

 Response:

We have updated the non-GAAP information on the company’s website to include reconciliations of adjusted earnings/(loss) per share to GAAP
earnings per share. We will include similar reconciliations in the future on our website and in documents filed or furnished with the SEC when applicable. See
http://www.conocophillips.com/investor-relations/company-reports/Documents/PDF/Non-GAAP_Measures.pdf.

 U.S. Securities and Exchange Commission

September 12, 2016

  Page
 5

6.
We note you disclose an annualized revenue amount within the “About ConocoPhillips” section of your exhibit and understand this is a composite metric representing both historical and future performance
based on an assumption that revenues to be earned during the remainder of the year will equal revenues earned during the first half of the year. Regarding this measure, please tell us the consideration you have given to providing additional
disclosure that addressed the following:

•

How the measure is calculated, including all material underlying assumptions;

•

Additional details for context, such as revenues for the first and second quarters of 2016, revenues for the corresponding interim periods of the prior year, or revenue for 2015;

•

Whether the annualized revenue amount represents your expectation for the 2016 fiscal year;

•

The extent to which you believe it is reasonably possible that your revenues for the year will differ materially from this measure; and,

•

Why you believe this provides useful information to investors.

 Response:

 We believe annualized revenues is a commonly used and well understood term. The annualized revenue amount within the “About
ConocoPhillips” section of Exhibit 99.1 – Press release issued by ConocoPhillips on July 28, 2016 – is calculated as the second quarter 2016 year-to-date Sales and other operating revenues line on the Consolidated Income Statement
multiplied by two. Sales and other operating revenues for the first and second quarters of 2016, for the corresponding interim periods of 2015, and for full year 2015 are presented in Exhibit 99.2 – Supplemental financial information – to
the Form 8-K furnished on July 28, 2016. Therefore, presenting other revenue figures would be redundant.

 The annualized revenue amount is
presented in the “About ConocoPhillips” section along with metrics regarding country count, total assets, number of employees, production and proved reserves, all of which give investors a general indication of the company’s
size. The annualized revenue amount is not intended to represent an expectation of revenue for the 2016 fiscal year. The designation as annualized signals to the reader this is forward-looking information subject to the same risks as other
forward-looking statements. It is reasonably possible our revenues for the year will differ materially from this measure due to a variety of risks and other matters disclosed in the “Cautionary Statement for the Purposes of the ‘Safe
Harbor’ Provisions of the Private Securities Litigation Reform Act of 1995” section of Exhibit 99.1.

 We considered all of the
above and do not believe additional disclosure is necessary.

 U.S. Securities and Exchange Commission

September 12, 2016

  Page
 6

 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 with respect to 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/ Don E. Wallette, Jr.

Don E. Wallette, Jr.

Executive Vice President, Finance,

Commercial and Chief Financial Officer

cc:

Mr. John V. Faraci

 Chairman of the Audit and

 Finance
Committee

Mr. Ryan M. Lance

 Chairman of the Board of Directors and

 Chief
Executive Officer

Ms. Janet Langford Carrig, Esq.

 Senior Vice President, Legal,

 General Counsel
and Corporate Secretary

Ms. Glenda M. Schwarz

Vice President and Controller

Mr. Dale Nijoka

Ernst & Young LLP

Mailstop 4628
       August 26, 201 6

Via E -mail
Mr. Don E. Wallette, Jr.
Chief Financial Officer
ConocoPhillips
600 North Dairy Ashford
Houston, Texas  77079

 Re: ConocoPhillips
  Form  10-K for the Fiscal Year Ended December 31 , 2015
Filed February 23, 2016
Form  8-K Filed July 28, 2016
File No. 1-32395

Dear Mr. Wallette :

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you  to provide us with information so we may better understand your
disclosure s.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe o ur
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2015

Notes to Conso lidated Financial Statements

Oil and Gas Operations (Unaudited), page 139

Proved Undeveloped Reserves, page 150

1. The disclosure relating to the changes in your proved undeveloped reserves indicates you
added 360 million Boe of undeveloped reserves in 201 5, “mainly” through extensions
and discoveries from ongoing development progress.

Mr. Don E. Wallette, Jr.
ConocoPhillips
August 2 6, 2016

Your disclosure should reconcile the overall change in the net quantities by separately
identifying and quantifying each factor that contributed to a material change in your
proved undeveloped reserves so that the change in net reserves between periods is fully
explained.  To the extent that two or more factors contribute to a material change,
indicate the net amount attributable to each factor.  Please expand your disclo sure to
present the changes in net reserves accompanied by a narrative explanation relating to
such factors  as revisions of previous estimates, improved recovery, extensions and
discoveries, acquisitions, divestitures and the amounts converted during 2015 from
proved undeveloped to proved developed.   See Item 1203(b) of Regulation S -K.

2. Explain to us how you have taken into consideration the significant reduction in
anticipated capital expenditures for 2016 disclosed on pages 34 and 35 in adopting a
development plan and schedule that results in the conversion of the proved undeveloped
reserves attributable to each of the major development areas disclosed on page 150.  As
part of your response, please identify those projects which were deferred in your
estimates at fiscal year -end 2015 to a later date indicating the prior and current dates to
initiate and complete conversion of the proved undeveloped reserves attributable to each
project.  Refer to the definition of undeveloped reserves under Rule 4 -10(a)(31)(ii) of
Regulation S -K and the answer to Question 131.04 in the Compliance and Disclosure
Interpretations (C&DIs), issued October 26, 2009 and updated May 16, 2013.

3. Please clarify for us the extent to which proved undeveloped reserves for the five m ajor
areas identified on page 150 are economically producible based on the prices as of
December 31, 2015 specified under Rule 4 -10(a)(22)(v) of Regulation S -X but would not
be economically producible based on the actual market prices you received for crud e
oil/condensate, natural gas liquids, bitumen and natural gas beginning January 1,
2016.   To the extent that your commitment to proceed with development is dependent
upon your forecast of a future improvement in the January 1, 2016 prices, modify your
disclosure to quantify the volumes involved and to discuss the important economic
factors or significant uncertainties regarding your development plan and schedule and the
proved undeveloped reserves attributable to the projects disclosed on page 150.   Refer to
the disclosure requirements pursuant to FASB ASC 932 -235-50-10.

4. Please clarify and quantify for us the extent to which any of the proved undeveloped
reserves disclosed as of December 31, 2015 in the Eagle Ford area will not be developed
within five yea rs since your initial disclosure of these reserves.  Provide an explanation of
the circumstances that would justify a time period longer than five years to begin
development of those reserves.  Refer to definition of undeveloped reserves under Rule 4 -
10(a) (31)(ii) of Regulation S -K and the answer to Question 131.03 in the Compliance and
Disclosure Interpretations (C&DIs), issued October 26, 2009 and updated May 16, 2013.

Form 8 -K Filed July 28, 2016

Exhibit 99.1 Press Release

Mr. Don E. Wallette, Jr.
ConocoPhillips
August 2 6, 2016

Reconciliation of Earnings to Adjusted Earnings

5. We note that you present adjusted earnings / (loss) per share of common stock.   Please
note non -GAAP per share performance measures should be reconciled to GAAP earnings
per share.  Refer to Question 102.05 of the Non -GAAP Financial Measures Codification
and Disclosure Interpretation.

6. We note you disclose an annualized revenue amount within the “About ConocoPhillips”
section of your exhibit and understand this is a composite metric representing both
historical and future performance based on an assumption that revenues to be earned
during the remainder of the year will equal revenues earned during the first half of the
year.   Regarding this measure, please tell us the consideration you have given to
providing additional disclosure tha t addressed the following:

 How the measure is calculated, including all material underlying assumptions;

 Additional details for context, such as revenues for the first and second quarters of
2016, revenues for the corresponding interim periods of the pri or year, or revenues
for 2015;

 Whether the annualized revenue amount represents your expectation for the 2016
fiscal year;

 The extent to which you believe it is reasonably possible that your revenues for the
year will differ materially from this measure;  and,

 Why you believe this provides useful information to investors.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure s
in the filing s to be certain that the filing s include the information the Securities Exchange A ct of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure s, they are responsible for the
accuracy and adequacy of the disclosures they have made.

In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure s in the
filing s;

 staff comments or changes to disclosure s in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing s; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the Un ited States.

Mr. Don E. Wallette, Jr.
ConocoPhillips
August 2 6, 2016

You may contact Lily Dang at (202) 551 -3867  or John Cannarella at (202) 551 -3337 if
you have questions regarding comments on the financial statements and related matters.  You
may contact John Hodgin, Petroleum Engineer, at (202) 551 -3699 if you have questions
regarding the engineering comments .  Please contact me at (202) 551 -3489 with any other
questions.

        Sincerely,

        /s/ Brad Skinner

Brad Skinner
Senior Assistant Chief Accountant
Office of Natural Resources

August 5, 2015

Via Email
Jeff W. Sheets
Chief Financial Officer
ConocoPhillips
600 North Dairy Ashford
Houston, TX 77079

Re: ConocoPhillips
 Form 10-K for the Fiscal Year ended December 31, 2014
Filed February 24, 2015
File No. 001-32395

Dear Mr. Sheets:

We have completed our review of your filing.   This completion relies  on the assurances
you provided  not to  make further disclosures  of the "non-GAAP price normalized cash margin"
metrics  that were included  in your filing.

We remind you that our comments or changes to disclosure in response to our comments
do not foreclose the Commission from taking any action with respect to the company or the
filing and the company may not asse rt staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.   We urge all
persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be
certain that the filing includes the information the Securities Exchange Act of 1934 and all
applicable rules require.

Sincerely,

        /s/H. Roger Schwall

        H. Roger Schwall
        Assistant Director

CORRESP
1
filename1.htm

Correspondence

 June 19, 2015

Via EDGAR

 Mr. Karl Hiller

Branch Chief

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:

ConocoPhillips

Form 10-K for the Fiscal Year Ended December 31, 2014

Filed February 24, 2015

File No. 001-32395

 Dear Mr. Hiller:

 Our
response to the comment raised in your letter dated June 8, 2015, is set forth below. The Staff’s comment is shown in bold followed by our response.

Form 10-K for the Fiscal Year Ended December 31, 2014

Non-GAAP Price Normalized Cash Margin Reconciliation, page 63

1.
We note disclosure in which you state your 2014 non-GAAP price cash margin is normalized for changes in commodity prices across time periods and that changes in this performance measure demonstrate an underlying
portfolio shift to liquids and more favorable fiscal regimes. Please address the following points:

•

Describe more clearly the nature and purpose of the price normalization calculation.

•

Explain why you believe this measurement is useful to an investor, given that prices for crude oil, bitumen, natural gas, natural gas liquids and LNG are volatile and can fluctuate widely, as disclosed
elsewhere in your filing.

•

Utilization of 2013 as the base year could be interpreted to suggest that you expect commodity prices to recover in the near future, which seems inconsistent with your decision to materially reduce your
capital budget in 2015 and beyond. Tell us how you determined calculating your measure utilizing 2013 commodity prices is useful, and why you believe 2013 is the appropriate base year as opposed to other prior periods. In addition, indicate in your
response your expectation for determining the base year in future presentations of this non-GAAP measurement.

•

Explain, in reasonable detail, what you are trying to convey with the language “Normalized for changes in commodity prices across time periods, changes in this performance measure demonstrate an
underlying portfolio shift to liquids and more favorable fiscal regimes.” If you are trying to demonstrate the impact of changes in product mix, tell us how considered an alternative presentation based on a direct comparison of volumes sold and
sales prices between years.

 U.S. Securities and Exchange Commission

June 19, 2015

  Page
 2

 Response:

Nature and Purpose of the Price Normalization Calculation

In 2014, our non-GAAP price normalized cash margin was an important part of our value proposition to ConocoPhillips’ shareholders. We
describe this value proposition in the Business Environment and Executive Overview section on page 32 of our 2014 Form 10-K:

 “Since
the separation of the downstream business in 2012, our value proposition to our shareholders has been to deliver 3 to 5 percent production and 3 to 5 percent cash margin growth, normalized for changes in commodity prices, pay a competitive dividend,
improve financial returns, and maintain our fundamental commitment to safety, operating excellence and environmental stewardship.”

Achievement of this value proposition, which targets not only growth in total production volumes, but also growth in the value of those
production volumes, primarily depends on factors over which management exerts a meaningful level of influence. Several factors affect the value of our production, including commodity prices that change based on macro-economic dynamics such as global
supply and demand, the sales quantity of specific products relative to each other within different regions, and the fiscal regimes in which we do business. Although management has no control over commodity prices, we do have control over operating
decisions, which impact the commodities we explore for, develop and produce (our product mix) and determine the fiscal regimes in which we choose to operate. We believe our non-GAAP price normalized cash margin is an indicative measure of the
relative growth in the value of our production volumes over time due to these two significant factors.

 Usefulness to Investors

 In the Non-GAAP Reconciliation: Price Normalized Cash Margin Per BOE section beginning on page 63 of our 2014 Form 10-K, we disclose the reasons we believe this measure is useful to investors:

 “Management
believes this non-GAAP measure is useful to investors because it enhances understanding of our consolidated financial information by facilitating comparisons of Company operating performance across time periods…. Normalized for changes in
commodity prices across time periods, changes in this performance measure demonstrate an underlying portfolio shift to liquids and more favorable fiscal regimes.”

Since commodity prices are volatile and can fluctuate widely, providing a meaningful comparison of our operating performance over multiple
periods can be difficult. As explained in the Business Environment section on page 36 of our 2014 Form 10-K, “Our earnings generally correlate with industry price levels for crude oil and natural gas. These are commodity products, the
prices of which are subject to factors external to our company and over which we have no control.” By normalizing for commodity prices in a base year, however, a price normalized cash margin metric facilitates comparisons of the Company’s
underlying operating performance across time periods, based primarily on factors over which management has influence – product mix and a portfolio shift to more favorable fiscal regimes – and therefore offers what we believe is a useful
measure for investors.

 U.S. Securities and Exchange Commission

June 19, 2015

  Page
 3

 Utilization of 2013 as the Base Year

The 3 to 5 percent price normalized cash margin growth referenced in our value proposition is targeted on an annual basis. Utilizing 2013 as
the base year reflects this approach.

 We discuss our value proposition in light of the low commodity price environment in the Business
Environment and Executive Overview section on pages 32 and 33 of our 2014 Form 10-K:

 “This value proposition was predicated on
capital expenditures of approximately $16 billion annually. We achieved our value proposition in 2014 and met our strategic objectives; however, in response to a significant downturn in commodity prices beginning in the second half of 2014, we have
elected to reduce our 2015 capital program to $11.5 billion. At this level of capital, we expect to achieve 2 to 3 percent production growth in 2015. The dividend remains our top priority, and we anticipate cash flow neutrality (cash from continuing
operations sufficient to fund our dividend and capital program) in 2017. We continue to monitor the environment and will exercise additional capital reductions or balance sheet flexibility, as appropriate, to withstand this cycle.”

If we use the non-GAAP price normalized cash margin measure again in the future, the appropriate base year would be determined based on the
perspective of the period over which the growth is targeted. Accordingly, if growth is targeted on an annual basis, the immediately preceding year would be the appropriate base period.

Portfolio Shift to Liquids and Favorable Fiscal Regimes

We believe the change in non-GAAP cash margin on a price normalized basis conveys the growth in the value of our production due to product mix,
as well as the value achieved from a shift to more favorable fiscal regimes in which we choose to operate. To that end, existing disclosures in our 2014 Form 10-K, as described below, help to explain why this measure is meaningful.

Regarding a shift to more favorable fiscal regimes, in the Business Environment section on page 38 of our 2014 Form 10-K, we state, “Our
operations are located in countries with different tax rates and fiscal structures. Accordingly, even in a stable commodity price and fiscal/regulatory environment, our overall effective tax rate can vary significantly between periods based on the
“mix” of pretax earnings within our global operations.” In addition to income taxes, a shift to more favorable fiscal regimes includes consideration of royalties, entitlements, production taxes, take-in-kind provisions, production
sharing contract terms, and other fiscal and regulatory matters.

 Regarding changes in our product mix, we disclose in the Business
Environment section on page 35 of our 2014 Form 10-K: “We use a disciplined approach to select the appropriate projects which will provide the most attractive investment opportunities, with a continued focus on organic growth in volumes and
margins through higher-margin oil, condensate and LNG projects and limited investment in North American natural gas. As investments bring more liquids production online, we have experienced a corresponding shift in our production mix.”

We considered the alternative presentation comparing volumes sold and sales prices between years suggested by the Staff, and we included a
similar presentation in our 2014 Form 10-K. We respectfully refer the Staff to the Results of Operations section of our 2014 Form 10-K beginning on page 42, where we compare volumes sold and sales prices between years, both for the total Company and
each operating segment. While this analysis provides insight into the impact of changes in our product mix on revenues, we believe the non-GAAP price normalized cash margin metric provides

 U.S. Securities and Exchange Commission

June 19, 2015

  Page
 4

additional clarity regarding the value of our production since it incorporates certain operating costs, which are influenced by product mix, as well as fiscal and regulatory matters. We believe
price-normalized cash margin complements the information presented in accordance with GAAP, as we disclose on page 63 of our 2014 Form 10-K, “This non-GAAP measure should be considered by the reader in addition to, but not instead of, the
financial statements prepared in accordance with GAAP.”

 U.S. Securities and Exchange Commission

June 19, 2015

  Page
 5

 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 with respect to 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/ Jeff W. Sheets

Jeff W. Sheets

Executive Vice President, Finance and Chief Financial Officer

cc:

Mr. James E. Copeland, Jr.

    Chairman of the Audit and

    Finance Committee

Mr. Ryan M. Lance

    Chairman and Chief Executive Officer

Ms. Janet Langford Kelly, Esq.

    Senior Vice President, Legal,

    General Counsel and Corporate Secretary

Ms. Glenda M. Schwarz

    Vice President and Controller

Mr. Dale Nijoka

    Ernst & Young LLP

June 8 , 2015

Via Email
Jeff W. Sheets
Chief Financial Officer
ConocoPhillips
600 North Dairy Ashford
Houston, TX 77079

Re: ConocoPhillips
 Form 10-K for the Fiscal Year e nded December  31, 2014
Filed February 24, 2015
File No. 001-32395

Dear Mr. Sheets:

We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year e nded December 31, 2014

Non-GAAP Price Normalized Cash Margin Reconciliation, page 63

1. We note discl osure in which you state your 2014 non -GAAP price cash margin is
normalized for changes in commodity prices across time periods  and that changes in this
performance measure demonstrate  an underlying portfolio shift to liquids and more
favorable fiscal regimes.   Please address the following  points .

 Describe more clearly the nature and purpose of the price normalization calculation .

 Explain why you believe  this measurement is useful to an investor , given that prices
for crude oil, bitumen, natural gas, natural gas liquids and LNG are volatile and can
fluctuate widely , as disclosed elsewhere in your filing .

Jeff Sheets
ConocoPhillips
June 8, 2015
Page 2

  Utilization of 2013 as the base year could be interpreted to suggest that you expect
commodity prices to recover in the near future , which seems inconsistent with your
decision to materially reduce your capital budget in 2015 and beyond.   Tell us how
you determined calculating your measure utilizing 2013 commodity prices is useful,
and why you believe 2013 is the appropriate base year as opposed to other prior
periods.   In addition,  indicate in your response  your expectation for determining the
base year in future presentatio ns of this non -GAAP measurement .

 Explain, in reasonable detail, what you are trying to convey with the language
“Normalized for changes in commodity prices ac ross time periods, changes in this
performance measure demonstrate an underlying portfolio shift to liquids and more
favorable fiscal regimes .”  If you are trying to demonstrate the impact of changes in
product mix, tell us how considered a n alternative presentation based on a direct
comparison of volumes sold and sales prices between years.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of t he disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the  federal securities laws of the United States.

You may contact John Cannarella, Staff Accountant, at (202) 551 -3337 o r Jenifer
Gallagher, Staff Accountant, at (202) 551 -3706 if you have questions regarding our comments
and related matters.  Please contact  me at (202) 551 -3686 with any other questions.

Sincerely,

        /s/ Karl Hiller

        Karl Hiller
        Branch Chief

September 11, 2014

Via E -mail
Jeff W. Sheets
Chief Financial  Officer
ConocoPhillips
600 North Dairy Ashford
Houston, TX  77079

Re: ConocoPhillips
 Form 10-K for the Fiscal Year Ended December 31, 2013
Filed February 2 5, 2014
File No. 1 -32395

Dear Mr. Sheets :

We have completed our review of your filings. We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are r esponsible for the
accuracy and adequacy of the disclosure in the filings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/H. Roger Schwall

H. Roger Schwall
Assistant Director

CORRESP
1
filename1.htm

CORRESP

 FOIA Confidential Treatment Requested by ConocoPhillips pursuant to 17 C.F.R. § 200.83

Pursuant to 17 C.F.R. § 200.83 (“Rule 83”), ConocoPhillips has requested confidential treatment under the Freedom of
Information Act of portions of this letter. This letter omits confidential information included in the unredacted version of this letter that was delivered to the Division of Corporation Finance. The notes below denote such omissions.

July 30, 2014

 Via
EDGAR

 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

 Form 10-K for the Fiscal Year Ended December 31, 2013

Filed February 25, 2014

Form 10-Q for the Quarterly Period Ended March 31, 2014

Filed May 6, 2014

 File
No. 1-32395

 Dear Mr. Schwall:

 Our responses to
the comments raised in your letter dated July 16, 2014, are set forth below. The Staff’s comments are shown in bold followed by our responses.

Form 10-K for the Fiscal Year Ended December 31, 2013

Business and Properties, page 1

 Facilities, page 9

 Golden Pass LNG Terminal, page 9

 U.S. Securities and Exchange Commission

July 30, 2014

 Page 2

1.
We note your response to prior comment one from our letter dated May 22, 2014. Please provide the following additional information:

•

The equity income (loss) from each of the separate entities, for each fiscal year since May 2011, and;

•

The amount of the investment in each entity on your consolidated balance sheet as of December 31, 2013 and 2012.

Response:

[Note 1: Rule 83 Confidential Treatment Request Made by ConocoPhillips;

Request Number 1]

2.
Regarding your investment in QG3, clarify the following items for us:

•

Whether the income you earn is due to your 30% interest in the JV or from your purchase and resale of LNG produced by QG3. As part of your response to this item, explain your role in the current flow of LNG to
European and Asian markets;

•

How you are able to buy QG3 LNG and sell it in Europe or Asia if Golden Pass is the primary receiving terminal under the sales agreement, and;

•

Whether the amount of LNG you are required to purchase from QG3 is equal to the production capacity of that facility, and further explain the interdependent relationship between QG3 and QG4.

 Response:

[Note 2: Rule 83 Confidential Treatment Request Made by ConocoPhillips;

Request Number 2]

 A
discussion of this arrangement is found on page 21 of our 2013 Form 10-K, “QG3 executed the development of the onshore and offshore assets as a single integrated development with Qatargas 4 (QG4), a joint venture between QP and Royal Dutch
Shell plc. This included the joint development of offshore facilities situated in a common offshore block in the North Field, as well as the construction of two identical LNG process trains and associated gas treating facilities for both the QG3 and
QG4 joint ventures. Production from the LNG trains and associated facilities are combined and shared.”

3.
As it relates to your investment in the Golden Pass terminal and Pipeline, please address the following items:

•

Explain the extent to which you are contracted to take-or-pay commitment(s) (or similar commitments) for the use of the facilities, and indicate the amounts, by year, of any such payments made to date;

 U.S. Securities and Exchange Commission

July 30, 2014

 Page 3

•

Clarify whether QP3 is required to reimburse you for costs incurred at Golden Pass Terminal or Pipeline, and if so, tell us the nature and amount of all such reimbursements by year. Explain the extent to which
such reimbursements correspond to any take-or-pay commitments. Also, explain whether such reimbursements are sufficient to recover all future operating costs as well the capitalized amounts of your investments;

•

Explain the nature and amount of costs you have incurred to date (for each fiscal year);

•

Explain what capacity, if any, the facilities have been utilized since commercially operational in May 2011, and;

•

Clarify why the ownership of the Golden Pass entities is different than the ownership of QG3.

Response:

[Note 3: Rule 83 Confidential Treatment Request Made by ConocoPhillips;

Request Number 3]

 Oil and Gas
Operations (Unaudited), page 138

 Capitalized Costs, page 160

4.
Your response to prior comment four from our letter dated May 22, 2014 indicates that the net capitalized costs of your Canadian operations include unproved properties of approximately $1.2 billion. Excluding
this amount, the net capitalized costs of your Canadian Operations is $9.9 billion, which exceeds the undiscounted future net cash flows of your Canadian operations by $5.3 billion. Your response explains that this remaining difference is due to 1)
reserves included in the impairment analysis and not in the standardized measure, 2) difference in prices used to calculate standardized measure and impairment, and 3) dismantlement activities. Please quantify the impact each of these factors has on
the reconciliation between capitalized costs and the standardized measure of discounted future net cash flows, including. As part of your response, quantify, and explain your support for, any reserve volumes included in the impairment analysis and
not in the standardized measure calculation. Additionally, clarify the prices used in your impairment testing.

Response:

To promote comparability between registrants, ASC 932-235-50 requires the use of historical prices and costs, and volumes from only proved
reserves, to calculate the standardized measure of discounted future cash flows (SMOG). However, the impairment guidance under ASC 360-10-35 indicates cash flows should reflect an entity’s own assumptions about the use of an asset, using all
available evidence. Our impairment assessments therefore consider internal budgets and plans, as well as reasonable assumptions and present value techniques we believe principal market participants would utilize to determine fair value.

The following reconciliation outlines the key differences between the SMOG and the ASC 360 impairment test undiscounted cash flows for our
Canada geographic area:

 U.S. Securities and Exchange Commission

July 30, 2014

  Page
 4

 [Note 4: Rule 83 Confidential Treatment Request Made by ConocoPhillips;

Request Number 4]

 Form 10-Q for the
Quarterly Period Ended March 31, 2014

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 28

 Capital Resources and Liquidity, page 42

Significant Sources of Capital, page 42

5.
In your response to comment five, you explain that the disclosure in your 2014 first quarter Form 10-Q, when read in conjunction with the related disclosures provided in our 2013 Form 10-K, provides the reader with
information relevant for an understanding of the extent to which such distribution is indicative of future changes in your financial condition. However, it is not clear to us how existing disclosure provides information necessary for an
understanding of the extent to which the distribution received during the first quarter of 2014 is indicative of future distributions and resulting changes in your financial condition. Further explain to us why you believe your existing disclosure
provides this information, or revise your disclosure to include it.

 Response:

We believe our disclosure of (1) the nature of the prepayment, which provided FCCL Partnership substantial financial flexibility to make
distributions or fund future capital requirements, (2) the timing of the distribution relative to the prepayment, and (3) the quantitative amount of the distribution, which was slightly below 50 percent of the prepayment, provided the
information necessary for an understanding that the $1.3 billion distribution does not represent a trend under current economic conditions.

However, in light of the Staff’s comment, in future filings we will provide additional disclosure similar to the following:

“The Company’s $2.8 billion prepayment of its remaining joint venture acquisition obligation in 2013 substantially increased the
financial flexibility of our 50 percent owned FCCL Partnership, which made a $1.3 billion distribution to us in the first quarter of 2014. We do not expect this individually significant distribution to recur in the future under current economic
conditions.”

 U.S. Securities and Exchange Commission

July 30, 2014

  Page
 5

 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 with respect to 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/ Jeff W. Sheets

 Jeff W. Sheets

 Executive Vice
President, Finance

 and Chief Financial Officer

cc:
Mr. James E. Copeland, Jr.

     Chairman of the Audit and

    Finance Committee

Mr. Ryan M. Lance

    Chairman and Chief Executive Officer

Ms. Janet Langford Kelly, Esq.

    Senior Vice President, Legal,

    General Counsel and Corporate Secretary

Ms. Glenda M. Schwarz

    Vice President and Controller

Mr. Timothy T. Griffy

    Ernst & Young LLP

July 16 , 2014

Via E -mail
Jeff W. Sheets
Chief Financial  Officer
ConocoPhillips
600 North Dairy Ashford
Houston, TX  77079

Re: ConocoPhillips
 Form 10-K for the Fiscal Year Ended December 31, 2013
Filed February 2 5, 2014
Form 10 -Q for the Quarterly Period Ended March 31, 2014
Filed May 6, 2014
Response dated June 12, 2014
File No. 1 -32395

Dear Mr. Lance :

We have reviewed your filing s and response and have the following comments.  In some
of our comments, we may ask you to provide us with information so we may better understand
your disclosure.

Please respond to this letter within ten business days by amending your filing s, by
providing the requested  information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing s and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2013

Business and Properties, page 1

Facilities, page 9

Golden Pass  LNG Terminal , page 9

1. We note your response to prior comment one from our letter dated May 22, 2014.  Please
provide the following additional information:

Jeff W. Sheets
ConocoPhillips
July 16 , 2014
Page 2

  The equity income (loss) from each of the separate entities, for each fiscal year
since May 2011, and;
 The amount of the investment in each entity on your consolidated balance sheet
as of December 31, 2013 and 2012.

2. Regarding your investment in QG3, clarify the following items for us:

 Whether the income you earn is due to your 30% interest in the JV or from your
purchase and resale of LNG produced by QG3.  As part of your response to this
item, explain your role in the current flow of LNG to European and Asian
markets;
 How you are able to buy QG3 LNG and sell it in Europe or Asia if Golden Pass
is the  primary receiving terminal under the sales agreement, and;
 Whether the amount of LNG you are required to purchase from QG3 is equal to
the production capacity of that facility, and further explain the interdependent
relationship between QG3 and QG4.

3. As it relates to your investment in the Golden Pass Terminal and Pipeline, please address
the following items:

 Explain the extent to which you are contracted to take -or-pay commitment(s) (or
similar commitments) for the use of the facilities, and indicate th e amounts, by
year, of any such payments made to date;
 Clarify whether QP3 is required to reimburse you for costs incurred at Golden
Pass Terminal or Pipeline, and if so, tell us the nature and amount of all such
reimbursements by year.  Explain the exten t to which such reimbursements
correspond to any take -or-pay commitments.  Also, explain whether such
reimbursements are sufficient to recover all future operating costs as well the
capitalized amounts of your investments;
 Explain the nature and amount of  costs you have incurred to date (for each fiscal
year);
 Explain what capacity, if any, the facilities have been utilized since commercially
operational in May 2011, and;
 Clarify why the ownership of the Golden Pass entities is different than the
ownership  of QG3.

Oil and Gas Operations (Unaudited) , page 138

Capitalized Costs, page 160

4. Your response to prior comment four from our letter dated May 22, 2014 indicates that
the net capitalized costs of your Canadian operations include unproved properties of
approximately $1.2 billion.  Excluding this amount, the net capitalized costs of your
Canadian Operations is $9.9 billion, which exceeds the undiscounted future net cash

Jeff W. Sheets
ConocoPhillips
July 16 , 2014
Page 3

 flows of your Canadian operations by $5.3 billion.  Your response explains that this
remaining difference is due to 1) reserves included in the impairment analysis and not in
the standardized measure, 2) difference in prices used to calculate standardized measure
and impairment, and 3) dismantlement activities.  Please quantify the impact e ach of
these factors has on the reconciliation between capitalized costs and the standardized
measure of discounted future net cash flows, including.  As part of your response,
quantify, and explain your support for, any reserve volumes included in the imp airment
analysis and not in the standardized measure calculation.  Additionally, clarify the prices
used in your impairment testing.

Form 10 -Q for the Quarterly Period Ended March 31, 2014

Management’s Discussion and Analysis of Financial Condition and Results of Operations , page 28

Capital Resources  and Liquidity , page 42

Significant Sources of Capital, page 42

5. In your response to comment five, you explain that the disclosure in your 2014 first
quarter Form 10 -Q, when read in conjunction with the related disclosures provided in our
2013 Form 10 -K, provides the reader with information relevant for an understanding  of
the extent to which such distribution is indicative of future changes in your financial
condition.  However, it is not clear to us how existing disclosure provides information
necessary for an understanding of the extent to which the distribution recei ved during the
first quarter of 2014 is indicative of future distributions and resulting changes in your
financial condition.  Further explain to us why you believe your existing disclosure
provides this information, or revise your disclosure to include it .

Closing Comments

You may contact Mark Wojciechowski, Staff Accountant, at (202) 551 -3759 , or in his
absence, Brad Skinner, Sr. Assistant Chief Accountant , at (202) 551 -3489  or me at (202) 551 -
3740 if you have questions.

Sincerely,

 /s/H. Roger Schwall

H. Roger Schwall
Assistant Director

CORRESP
1
filename1.htm

CORRESP

 FOIA Confidential Treatment Requested by ConocoPhillips pursuant to 17 C.F.R. § 200.83

Pursuant to 17 C.F.R. § 200.83 (“Rule 83”), ConocoPhillips has requested confidential treatment under the Freedom of Information Act of
portions of this letter. This letter omits confidential information included in the unredacted version of this letter that was delivered to the Division of Corporation Finance. The notes below denote such omissions.

June 12, 2014

 Via
EDGAR

 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

 Form 10-K for the Fiscal Year Ended December 31, 2013

Filed February 25, 2014

Form 10-Q for the Quarterly Period Ended March 31, 2014

Filed May 6, 2014

 File
No. 1-32395

 Dear Mr. Schwall:

 Our responses to
the comments raised in your letter dated May 22, 2014, are set forth below. The Staff’s comments are shown in bold followed by our responses.

Form 10-K for the Fiscal Year Ended December 31, 2013

Business and Properties, page 1

 Segment and Geographic
Information, page 2

 Facilities, page 9

 U.S. Securities and Exchange Commission

June 12, 2014

  Page
 2

 Golden Pass LNG Terminal

1.
Disclosure under this section indicates that, due to current market conditions, your near-to-mid-term utilization of the Golden Pass terminal is expected to be limited. In view of this, explain to us whether you have
tested this property for impairment. If not, explain your basis for concluding that no impairment testing was necessary. Otherwise, describe for us, in reasonable detail, the methodology, assumptions and results of your impairment test. As part of
your response, address the following:

•

Explain the operational history of the terminal since it became commercially operational in May 2011;

•

Explain the nature and extent of the “limited” utilization that you expect for the near-to-mid-term; and,

•

Describe your future plans and actions that you intend to take or are considering taking with respect to the terminal.

Response:

In 2003, ConocoPhillips and Qatar Petroleum (QP) signed a Heads of Agreement (HoA) for the development of an integrated project consisting of
facilities and activities to produce natural gas from Qatar’s North Field, construction of a new liquefied natural gas (LNG) train in Qatar to manufacture LNG and associated products, and shipment and sale of LNG to markets, primarily in the
United States. Key points of the HoA were:

a)
ConocoPhillips and QP would form a joint venture company known as Qatargas 3 (QG3);

 [Note
1: Rule 83 Confidential Treatment Request Made by ConocoPhillips;

 Request Number 1]

QG3 is an entity majority-owned by QP, with ConocoPhillips owning 30 percent. QG3 owns and operates the upstream natural gas production
facilities and LNG facility as part of the integrated project described above.

 As a condition of investing in the QG3 upstream venture,
ConocoPhillips was required to buy a 12.4 percent equity interest in the Golden Pass LNG Terminal and affiliated Golden Pass Pipeline in the United States. The other owners of the terminal and pipeline are QP and ExxonMobil. ConocoPhillips accounts
for these three investments separately under the equity method of accounting.

 Golden Pass LNG became commercially operational in May 2011.
Since that time, market conditions have favored the flow of LNG to European and Asian markets. From the beginning, QG3, Golden Pass Terminal and Golden Pass Pipeline have been viewed on an integrated basis to maximize the overall value of the
natural resource across the entire value chain. The downstream transportation, regasification, pipeline and commercial arrangements are all necessary components in the value

 U.S. Securities and Exchange Commission

June 12, 2014

  Page
 3

chain, which ensures QG3 a consistent cash flow stream that is required by both the QG3 shareholders and the QG3 debt holders. While each of the three legal entity’s cash flows are discrete,
they are not largely independent of one another, as a result of the interdependency caused by the structure of the governing agreements. This interdependency is demonstrated through the following contractual linkages:

[Note 2: Rule 83 Confidential Treatment Request Made by ConocoPhillips;

Request Number 2]

 Due to
the above factors, ConocoPhillips has viewed the investment decision on a holistic basis since inception. The form of the project, the creation of three separate legal entities (QG3, Golden Pass Terminal and Golden Pass Pipeline), resulted from
legal and tax jurisdiction requirements; however, the economics, project financing and governance indicate in substance there is only one business. Since the three legal entities together are viewed as a single project and their cash flows are
contractually linked, our equity method investment in the three entities is tested for impairment in the aggregate.

 Financial Accounting
Standards Board (FASB) Accounting Standards Codification (ASC) Topic No. 323, “Investments – Equity Method and Joint Ventures” does not discuss aggregation of equity method investments when testing for impairment. Accordingly, we
believe it is appropriate to analogize the aggregation criteria required pursuant to ASC 360, “Property, Plant, and Equipment.” ASC 360-10-35-23 states, “For purposes of recognition and measurement of an impairment loss, a long-lived
asset or assets shall be grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.” Aggregation of the three legal entities for
impairment testing is further supported by the guidance contained in ASC 820-10-35-12 which states, “The fair value of an asset in-use is determined based on the use of the asset together with other assets as a group (consistent with its
highest and best use from the perspective of market participants), even if the asset that is the subject of the measurement is aggregated (or disaggregated) at a different level for purposes of applying other guidance.” Therefore, the correct
unit of valuation for determining the fair value of QG3 and the Golden Pass entities is on a combined basis.

 In accordance with ASC 323
and as stated in Note 1 – Accounting Policies in the Notes to Consolidated Financial Statements included in our 2013 Form 10-K, we review investments in nonconsolidated entities accounted for under the equity method for impairment
when there is evidence of a loss in value and at least annually. Although the Golden Pass Terminal and Golden Pass Pipeline entities are expected to have limited utilization in the near-to-mid-term, the fair value of all three entities in
the aggregate exceeds the combined carrying value. Fair value is based on expected future cash flows using estimated future production volumes, prices and costs, consistent with those we believe would be utilized by market participants.

[Note 3: Rule 83 Confidential Treatment Request Made by ConocoPhillips;

Request Number 3]

 Management’s
Discussion and Analysis of Financial Condition and Results of Operations, page 35

 Income Statement Analysis, page 44

 U.S. Securities and Exchange Commission

June 12, 2014

  Page
 4

2.
Throughout this section, you refer to multiple factors when explaining the change between years in reported amounts without indicating the amount attributable to each factor. For example, you indicate that the
decrease in sales and other operating revenues in 2013 was due to lower natural gas volumes and lower crude oil prices, partly offset by higher natural gas prices, without indicating the amount attributable to each factor. To the extent that two or
more factors contribute to a material change in reported amounts, revise the disclosure throughout your MD&A to indicate the amount attributable to each factor. See FRC 501.04.

Response:

Where material to an understanding of the variance, we have quantified individual factors discussed in the variance explanation of changes over
reported periods.

 Below we note several examples in the Results of Operations section of our 2013 Form 10-K where we have quantified
individual factors:

•

The amount of gain from disposition of our Clyden undeveloped oil sands leasehold and the negative earnings impact due to impairments in western Canada and for the Mackenzie Gas Project, on page 49.

•

The amount of gains from asset dispositions in Europe, as well as the negative earnings impact from additional income tax expense recognized as a result of newly enacted U.K. tax legislation, on pages 50 and 51.

•

The amount of gain from the disposition of our interest in Naryanmarneftegaz (NMNG) and the negative earnings impacts from the impairments of NMNG and the N Block, on page 54.

•

The amount of premium on early debt retirement and pension settlement expense, on pages 55 and 56.

In addition, we believe 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. We also include statistical information for sales prices and volumes, which we believe further assist the reader in understanding the components of certain variances.

We acknowledge the Staff’s comment but respectfully submit the disclosures in our 2013 Form 10-K are compliant with applicable SEC rules
and interpretations, including FRC 501.04. However, in light of the Staff’s comment, we will continue to look for further opportunities to quantify material factors in our variance explanations in future filings.

Financial Statements and Supplementary Data, page 75

Notes to Consolidated Financial Statements, page 84

Note 4 – Variable Interest Entities (VIEs), page 91

 U.S. Securities and Exchange Commission

June 12, 2014

  Page
 5

3.
You disclose that you expect to record an after-tax charge of approximately $540 million when the related agreement with Freeport LNG becomes effective. Explain to us, in reasonable detail, how the expected amount
and timing of this charge has been determined. As part of your response, address the following:

•

Provide a summary of the operating history, and your involvement in, the LNG receiving terminal.

•

Clarify when you began making payments under the terminal use agreement, and explain how the payment amounts were determined;

•

Explain what the prepaid balance of the terminal use agreement of $282 at December 31, 2013 represents, and explain your basis for concluding that this asset was recoverable as of that date;

•

Explain the material terms of the termination agreement, including, but not limited to, any obligations that you have between the effective date and Jul 1, 2016;

•

Explain how you determined that the charge should be recorded at the effective date of the agreement, and explain how you considered regarding part or all of the charge as of any earlier date; and,

•

Identify the specific authoritative literature you relied on in determining the expected amount and timing of the charge.

Response:

In late 2003, ConocoPhillips acquired a 50 percent equity ownership interest in Freeport LNG-GP, Inc., which serves as the general partner and
manager of Freeport LNG Development, L.P. (Freeport LNG). In July 2004, we entered into a long-term terminal use agreement (TUA) with Freeport LNG for approximately two-thirds of Freeport LNG’s 1.5-billion-cubic-feet-per-day (bcfd) import
capacity at a facility to be constructed. In January 2005, Freeport LNG was awarded a permit by the Federal Energy Regulatory Commission to construct the terminal, and in December 2005, ConocoPhillips entered into a $775 million loan agreement with
Freeport LNG to fund approximately two-thirds of the actual construction costs of the terminal with a first lien on the terminal assets.

In August 2008, the terminal became operational. ConocoPhillips began paying Freeport LNG monthly capacity payments under the TUA, while
Freeport LNG began making principal and interest payments to ConocoPhillips pursuant to the loan agreement. The monthly TUA and loan payments are equal to each other, but under both agreements they are structured to be higher in the early years and
are scheduled to end in 2026 when the loan matures. Our reserved terminal capacity is constant over the term of the TUA, which expires in 2033. Therefore, ConocoPhillips recognizes expense for its reserved terminal capacity under the TUA in equal
monthly pro rata amounts of the total capacity payments over the 25-year term of the TUA. Since the payments made by ConocoPhillips for terminal capacity are accelerated, a prepaid asset has been recognized and continues to accumulate during the
early years of the TUA for the excess of the cash payments over the equal pro rata expense recognized each month. This prepaid asset will be amortized in later years when payments are less than the recognized pro rata monthly expense amount, so the
appropriate amount of periodic expense for terminal capacity is recognized each year during the entire term of the TUA.

 U.S. Securities and Exchange Commission

June 12, 2014

  Page
 6

 The TUA is an executory contract that is not a lease. U.S. GAAP interpretive guidance
indicates a liability should not be recognized for expected losses on executory contracts except when an arrangement is within the scope of authoritative literature that specifically provides for the accrual of losses such as the following:

•

A firm purchase commitment for goods or inventory subject to ASC 440-10-25-4.

•

Contracts within the scope of ASC 605-35.

•

An operating lease that is subleased subject to ASC 840, including ASC 840-20-25-15 and ASC 840-30-35-13 (related to fiscal funding clauses), or ASC 420.

•

Certain other executory contracts subject to ASC 420.

•

An insurance contract with a premium deficiency subject to ASC 944.

•

Certain derivative contracts within the scope of ASC 815.

•

Losses on arrangements pursuant to ASC 985-605.

 Accordingly, we evaluated whether a loss
should be recognized under ASC 420, “Exit or Disposal Cost Obligations” for the required future capacity payments. ASC 420-10-25-2 states, “An obligation becomes a present obligation when a transaction or event occurs that leaves an
entity little or no discretion to avoid the future transfer or use of assets to settle the liability.” Expectations for future reduced utilization of the terminal, while still having the contractual rights to use the terminal, do not meet the
criteria of ASC 420 to accelerate expense recognition of the future periodic TUA costs. This determination is supported by the principles outlined in ASC 420, which indicate the costs incurred to terminate an operating lease or other contract are
not recognized until an entity terminates the underlying contract or ceases to use the rights conveyed by that contract.

 The criteria of
ASC 420 will be met when our TUA contractual rights are terminated. In July 2013, we reached an agreement with Freeport LNG to terminate the TUA, subject to Freeport LNG obtaining regulatory approval and project financing for an LNG liquefaction and
export facility, as disclosed in our 2013 Form 10-K. Material terms of the termination agreement are as follows:

•

ConocoPhillips relinquishes ownership and its board seat in Freeport LNG-GP;

•

ConocoPhillips pays a capacity termination fee of appro

May 2 2, 2014

Via E -mail
Ryan M. Lance
Chief Executive Officer
ConocoPhillips
600 North Dairy Ashford
Houston, TX  77079

Re: ConocoPhillips
 Form 10-K for the Fiscal Year Ended December 31, 2013
Filed February 2 5, 2014
Form 10 -Q for the Quarterly Period Ended March 31, 2014
Filed May 6, 2014
File No. 1 -32395

Dear Mr. Lance :

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing s, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing s and the information you provide in
response  to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2013

Business and Properties, page 1

Segment and Geographic Information, page 2

Facilities, page 9

Golden Pass LNG Terminal

1. Disclosure under this section indicates that, due to current market conditions, your near -
to-mid-term utilization of the Golden Pass terminal is expected to be limited.  In view of
this, explain to us whether you have tested this property for impairment.  If not, exp lain

Ryan M. Lance
ConocoPhillips
May 2 2, 2014
Page 2

 your basis for concluding that no impairment testing was necessary.  Otherwise, describe
for us, in reasonable detail, the methodology, assumptions and results of your impairment
test.  As part of your response, address the following:

 Explain the operational history of the terminal since it became commercially
operational in May 2011;

 Explain the nature and extent of the “limited” utilization that you expect for the near -
to-mid-term; and,

 Describe your future plans and actions that you intend to take or are considering
taking with respect to the terminal.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
35

Income Statement Analysis, page 44

2. Throughout this section, you refer to multiple factors when e xplaining the change
between years in reported amounts without indicating the amount attributable to each
factor.  For example, you indicate that the decrease in sales and other operating revenues
in 2013 was due to lower natural gas volumes and lower crud e oil prices, partly offset by
higher natural gas prices, without indicating the amount attributable to each factor.  To
the extent that two or more factors contribute to a material change in reported amounts,
revise the disclosure throughout your MD&A to indicate the amount attributable to each
factor.  See FRC 501.04.

Financial Statements and Supplementary Data, page 75

Notes to Consolidated Financial Statements, page 84

Note 4 – Variable Interest Entities (VIEs), page 91

3. You disclose that you expect  to record an after -tax charge of approximately $540 million
when the related agreement with Freeport LNG becomes effective.  Explain to us, in
reasonable detail, how the expected amount and timing of this charge has been
determined. As part of your respon se, address the following:

 Provide a summary of the operating history, and your involvement in, the LNG
receiving terminal.

 Clarify when you began making payments under the terminal use agreement, and
explain how the payment amounts were determined;

Ryan M. Lance
ConocoPhillips
May 2 2, 2014
Page 3

  Explain what the prepaid balance of the terminal use agreement of $282 at December
31, 2013 represents, and explain your basis for concluding that this asset was
recoverable as of that date;

 Explain the material terms of the termination agreement, includi ng, but not limited to,
any obligations that you have between the effective date and Jul 1, 2016;

 Explain how you determined that the charge should be recorded at the effective date
of the agreement, and explain how you considered regarding part or all of  the charge
as of any earlier date; and,

 Identify the specific authoritative literature you relied on in determining the expected
amount and timing of the charge.

Supplementary Information, page 138

Oil and Gas Operations (Unaudited)

Capitalized Costs,  page 160

4. We note that net capitalized costs for your consolidated Canadian operations as of
December 31, 2013 were approximately $11.1 billion.  Per the standardized measure of
discounted future net cash flows table on page 161, the undiscounted future n et cash
flows for your consolidated Canadian operations was $4.6 billion as of December 31,
2013.  Given the significant difference between these amounts, please tell us the facts and
circumstances that led you to conclude no impairment for your Canadian o perations was
necessary beyond the $216 million disclosed under Note 9 – Impairments.  As part of
your response, provide reasonably detailed summaries of any impairment tests you
performed, including a description of all material assumptions made regarding  prices and
quantities.

Form 10 -Q for the Quarterly Period Ended March 31, 2014

Management’s Discussion and Analysis of Financial Condition and Results of Operations , page
28

Capital Resources  and Liquidity, page 42

Significant Sources of Capital, page 42

5. You explain that the increase in cash flow from operating activities for the quarter ended
March 31, 2014 is primarily due to the $1.3 billion distribution from FCCL.  Please
expand this disclosure to explain the circumstances surrounding the incr ease in the
distribution including, but not limited to, the reason for the distribution, and whether you

Ryan M. Lance
ConocoPhillips
May 2 2, 2014
Page 4

 believe this increased distribution represents a trend.  See Item 303(b) of Regulation S -K,
including Instruction 3 thereto.

Closing Comments

We urge  all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Mark Wojciechowski, Staff Accountant, at (202) 551 -3759 , or in his
absence, Brad Skinner, Sr. Assistant Chief Accountant , at (202) 551 -3489  or me at (202) 551 -
3740 if you have questions.

Sincerely,

 /s/H. Roger Schwall

H. Roger Schwall
Assistant Director

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
                  WASHINGTON, D.C. 20549

      DIVISION OF
CORPORATION FINANCE

December 23 , 2013

Via Facsimile
Jeff W. Sheets
Executive Vice President and Chief Financial Officer
ConocoPhillips
600 North Dairy Ashford
Houston, TX 77079

 Re: ConocoPhillips
  Form 10-K for the Fiscal Year Ended December 31, 201 2
  Filed February 1 9, 2013
  File No. 1-32395

Dear Mr. Sheets :

We refer you to our comment letter dated November 20, 2013 regarding business
contacts with Syria, Sudan and Cuba.  We have completed our review of this subject matter.  We
remind you that our comments or changes to disclosure in response to our comments d o not
foreclose the Commission from taking any action with respect to the company or the filing and
the company may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.  We urge all
persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be
certain that the filing includes the information the Securities Exchange Act of 1934 and all
applicable rules require .

                  Sincerely,

                  /s/ Cecilia Blye

                  Cecilia Blye, Chief
                  Office of Global Security Risk

cc:  Roger Schwall
  Assistant Director
 Division of Corporation Finance

CORRESP
1
filename1.htm

CORRESP

 December 17, 2013

Via EDGAR

 Ms. Cecilia D. Blye, Chief

Office of Global Security Risk

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
ConocoPhillips

 Form 10-K for the Fiscal Year Ended December 31, 2012

Filed February 19, 2013

File No. 001-32395

 Dear Ms. Blye:

 Our responses to the comments raised in your letter dated November 20, 2013, are set forth below. The Staff’s comments are shown in bold
followed by our responses.

 General

1.
Please tell us about any contacts with Syria since your letter to us dated April 15, 2010. As you know, Syria is designated by the State Department as a state sponsor of terrorism, and is subject to U.S.
economic sanctions and export controls. In addition, we note disclosure in your Form 10-K about Petroleos de Venezuela and joint venture partners Mitsui and Royal Dutch Shell, companies reported to conduct oil and gas business with Syria, Sudan
and/or Cuba. Sudan and Cuba are also U.S.-designated state sponsors of terrorism and are subject to U.S. economic sanctions and export controls. Please describe to us the nature and extent of any past, current, and anticipated contacts with Syria,
Sudan or Cuba since your 2010 letter, whether directly or through subsidiaries, affiliates, joint venture partners, or other indirect means. Your response should describe any services, transactions or products you have provided to or received from
Syria, Sudan, or Cuba, and any agreements, commercial arrangements, or other contacts you have had with the governments of those countries or entities controlled by their governments.

Response:

 Please
see the response to Comment 2 below.

 U.S. Securities and Exchange Commission

December 17, 2013

  Page
 2

2.
Please discuss the materiality of any contacts with Syria, Sudan and Cuba described in response to the foregoing comment, and whether those contacts constitute a material investment risk for your security holders.
You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the subsequent interim period. Also, address materiality in terms
of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value. Various state and municipal
governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.- designated state sponsors of terrorism. Your materiality analysis should address
the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Syria, Sudan and Cuba.

Response:

ConocoPhillips is committed to complying with all laws to which we are subject, including U.S. economic sanctions. As more fully described
below, we have analyzed and continue to monitor our activities, and we believe the matters raised by the Staff do not rise to a level which would constitute a material investment risk to ConocoPhillips’ shareholders, on either a quantitative or
qualitative basis. Given the quantitative and qualitative immateriality to ConocoPhillips of the matters as described herein, we do not believe ConocoPhillips will become subject to negative investor sentiment as evidenced by divestment or similar
initiatives as a result of such matters.

 On April 30, 2012, ConocoPhillips completed the separation of our former downstream
businesses (the “Separation”) into an independent, publicly traded company, Phillips 66. These comprised the refining, marketing and transportation businesses, most of the Midstream segment, the Chemicals segment, and the power generation
and certain technology operations included in the Emerging Businesses segment, as well as related personnel (collectively, the “Downstream business”). The scope of our response to the Staff’s comments reflects the inclusion of the
Downstream business within our operations prior to the Separation, and our business as an independent exploration and production (E&P) company thereafter.

Prior to the Separation, as part of our global crude oil supply and trading operations, ConocoPhillips’ Downstream business purchased
immaterial amounts of Syrian crude oil and blendstocks as feedstock for our global refining operations and for sale to third parties. These purchases were made in full compliance with U.S. economic sanctions and export laws and regulations.
ConocoPhillips, now operating as an independent E&P company, has made no such purchases subsequent to the Separation.

 Downstream
purchases of Syrian crude oil and other feedstocks were less than $500 million in 2010, less than $300 million in 2011, and zero in 2012. To put these purchases in context, during each of 2010 and 2011, ConocoPhillips’ global Refining and
Marketing segment had purchase costs of approximately $118 billion and $165 billion, respectively. Thus, our aggregate purchases of Syrian crude oil and other feedstocks referred to above represented less than one half of one percent of our global
Refining and Marketing purchases during these same periods and were a small part of our global refinery feedstock supply processes, which secured products from competitive sources while complying with the laws and policies of the United States and
the other countries in which we operate.

 ConocoPhillips was a party to a service contract with the Syrian Petroleum Company related to the
gathering, processing and transporting of natural gas in the Deir Ez Zor region of eastern Syria. The service contract expired December 31, 2005, and in 2006 we ended our presence in Syria. As a result, we have no continuing operations or
personnel in Syria. We have

 U.S. Securities and Exchange Commission

December 17, 2013

  Page
 3

two registered dormant subsidiaries associated with our former operations in Syria. We have been unable to deregister these dormant entities primarily because of the political instability in
the country; however, efforts are ongoing to deregister and dissolve these dormant entities as soon as practicable.

 Neither ConocoPhillips
nor any of its consolidated subsidiaries have contacts or business activities with Sudan or Cuba.

 U.S. Securities and Exchange Commission

December 17, 2013

  Page
 4

 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 with respect to 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/ Jeff W. Sheets

Jeff W. Sheets

Executive Vice President, Finance and Chief Financial Officer

cc:
Mr. James E. Copeland, Jr.

 Chairman of the Audit and Finance Committee

Mr. Ryan M. Lance

Chairman and Chief Executive Officer

Ms. Janet Langford Kelly, Esq.

Senior Vice President, Legal,

General Counsel and Corporate Secretary

Ms. Glenda M. Schwarz

Vice President and Controller

Mr. Timothy T. Griffy

Ernst & Young LLP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
                  WASHINGTON, D.C. 2 0549

      DIVISION OF
CORPORATION FINANCE

November 20 , 2013

Via Facsimile
Jeff W. Sheets
Executive Vice President and Chief Financial Officer
ConocoPhillips
600 North Dairy Ashford
Houston, TX 77079

 Re: ConocoPhillips
  Form 10-K for the Fiscal Year Ended December 31, 201 2
  Filed February 1 9, 2013
  File No. 1-32395

Dear Mr. Sheets :

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   At this juncture, we are asking you to provide us with information so we may
better under stand your disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumstances , please tell us why in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.

General
1. Please tell us about any contacts with Syria  since your letter to us dated April 15, 2010 .
As yo u know , Syria is designated  by the State Department as a state sponsor of terrorism ,
and is subject to U.S. economic sanctions and export controls.  In addition, we note
disclosure in your Form 10 -K about Petroleos  de Venezuela and joint venture partners
Mitsui and Royal Dutch Shell, companies reported to conduct oil and gas business with
Syria, Sudan and/or Cuba.  Sudan and Cuba are also U,S. -designated state sponsors of
terrorism and are subject to U.S. economic s anctions and export  controls.  P lease
describe to us the nature and extent of any past, current, and anticipated contacts with
Syria, Sudan or Cuba since your 2010 letter , whether directly or through subsidiaries,
affiliates , joint venture partners, or ot her indirect means.  Your response should describe
any services, transactions or products you have provided to or received from Syria , Sudan

Jeff W. Sheets
ConocoPhillips
November 20 , 2013
Page 2

 or Cuba , and any agreements, commercial arrangements, or other contacts you have had
with the governments of those countries or entities controlled by their governments.
2. Please discuss the materiality of any contacts with Syria , Sudan and Cuba described in
response to the foregoing comment , and whether those contacts constitute a material
investment risk for your secu rity holders.  You should address materiality in quantitative
terms, including the approximate dollar amounts of any associated revenues, assets, and
liabilities for the last three fiscal years and the subsequent interim period.  Also, address
materiality in terms of qualitative factors that a reasonable investor would deem
important in making an investment decision, including the potential impact of corporate
activities upon a company’s reputation and share value.  Various state and municipal
governments, universities, and other investors have proposed or adopted divestment or
similar initiatives regarding investment in companies that do business with U.S. -
designated state sponsors of terrorism.  Your materiality analysis should address the
potential impact  of the investor sentiment evidenced by such actions directed toward
companies that have operations associated with Syria , Sudan  and Cuba .

We urge all persons who are responsible  for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the company and its management are
in possession of all facts relating to the company’s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filin g;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Jeff W. Sheets
ConocoPhillips
November 20 , 2013
Page 3

 Please contact Jennifer Hardy, Special Counsel, at (202) 551 -3767 or me at (2 02) 551 -
3470 if you have any questions about the comments or our review.

                  Sincerely,

                  /s/ Cecilia Blye

                  Cecilia Blye, Chief
                  Office of Global Security Risk

cc:  Roger Schwall
  Assistant Director
 Division of Corporation Finance

January 10, 2013

Via E -mail
Mr. Jeff W. Sheets
Chief Financial Officer
ConocoPhillips
600 North Dairy Ashford
Houston, TX 77079

Re: ConocoPhillips
 Form 10 -K for the Fiscal Year ended December 31, 2011
 Filed February 21, 2012
 File No. 1-32395

Dear M r. Sheets :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

        /s/H. Roger Schwall

        H. Roger Schwall
        Assistant Director

CORRESP
1
filename1.htm

Correspondence Letter

 FOIA Confidential Treatment Requested by ConocoPhillips pursuant to 17 C.F.R. § 200.83

Pursuant to 17 C.F.R. § 200.83 (“Rule 83”), ConocoPhillips requests confidential treatment
under the Freedom of Information Act of the portions of our responses indicated below. Any correspondence, questions, notices and orders concerning such request may be addressed to ConocoPhillips’ Executive Vice President, Finance and Chief
Financial Officer, Jeff W. Sheets, at 600 North Dairy Ashford, Houston, TX 77079, telephone number 281-293-1000, facsimile number 281-293-6311.

 October 10, 2012

 Via EDGAR

 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

 Form 10-K for
the Fiscal Year Ended December 31, 2011

 Filed February 21, 2012

Response Letter Dated August 3, 2012

 File No. 001-32395

 Dear Mr. Schwall:

Our responses to the comments raised in your letter dated September 26, 2012, are set forth below. The Staff’s comments are shown in bold
followed by our responses.

 Annual Report on Form 10-K for Fiscal Year ended December 31, 2011

Risk Factors, page 31

 U.S. Securities and Exchange Commission

 October 10, 2012

  Page
 2

 Our operations present hazards and risks that require significant and continuous oversight, page 33

1.
We note your response to prior comment 2 from our letter to you dated July 20, 2012. In future filings, beginning with your next Form 10-Q, please provide a
separate discussion of the risks posed to your operations from your dependence upon technology or to your business, operations or reputation by cyber attacks or breaches of your cybersecurity. In addition, in order to provide the proper context for
your risk factor disclosure, and as you stated in your response letter, please confirm that you will disclose in this revised risk factor that you have experienced occasional actual and attempted breaches of your cybersecurity.

 Response:

 We acknowledge the Staff’s comment and will include in our future filings, beginning with our next Form 10-Q, a discussion of the risks posed to our operations from our dependence on technology
or to our business, operations or reputation by cyber attacks or breaches of our cybersecurity. We confirm we will disclose in this revised risk factor that we have experienced occasional, actual and attempted breaches of our cybersecurity.

 Financial Statements and Supplementary Data, page 77

 Supplementary Information – Oil and Gas Operations, page 140

 Proved Undeveloped
Reserves, page 149

2.
Your response to prior comment number 4 from our letter dated July 20, 2012 indicates, in part, that future development costs, as shown in your presentation of
SMOG, includes not only costs related to the development of proved undeveloped reserves, but also includes costs associated with sustaining existing producing reserves (“sustaining costs”) and costs associated with the abandonment of the
developed assets (“abandonment costs”). Supplementally, tell us the amount of “sustaining costs” and “abandonment costs” included in future development costs per your presentation of SMOG as of December 31, 2011,
by year for the first five years and in total. Also, describe for us in greater detail the nature of the “sustaining costs”, and explain to us the specific types of actions or activities to which they relate. Finally, explain your
accounting policies for “sustaining costs.”

 Response:

The table below provides additional detail of estimated costs included in our 2011 SMOG disclosure relating to future development costs.
Included are estimated costs to convert proved undeveloped reserves to proved developed reserves, abandonment costs associated with our developed assets and other estimated capital expenditures necessary to replace and upgrade facilities and
equipment where our producing reserves exist. To clarify, we do not separately capture a “sustaining costs” category in future development costs and will refer to “Other Costs” to describe costs other than conversion and
abandonment in our response.

 U.S. Securities and Exchange Commission

 October 10, 2012

  Page
 3

 [Note 1: Rule 83 Confidential Treatment Request Made by ConocoPhillips;

 Request Number 1]

 Generally, costs included in the “Other Costs” category in the table above are for major repairs, replacement or upgrade activities to continue production of our proved reserves. Specifically,
the types of actions or activities involved in major repairs, replacing and upgrading our existing facilities are limited to capital expenditures such as engineering, procurement and major repairs of processing facilities and gathering lines;
automation; major improvements and maintenance to offshore platforms, including major costs to keep the facilities up to code; and complete replacements of various property units (e.g., compressors, pumps, tanks). Initial costs of required equipment
or facilities to convert proved undeveloped to proved developed reserves are excluded from “Other Costs”. Any costs relating to activities or actions to add proved reserves are excluded from future development costs.

Our accounting policy for development costs, as stated on page 88 of our 2011 Form 10-K, is as follows: “Costs incurred to drill and
equip development wells, including unsuccessful development wells, are capitalized.” The types of costs included in the “Other Costs” category, are costs we would anticipate capitalizing in the future as they are incurred.

 U.S. Securities and Exchange Commission

 October 10, 2012

  Page
 4

 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/ Jeff W. Sheets

 Jeff W. Sheets

 Executive Vice President, Finance

and Chief Financial Officer

cc:
Mr. James E. Copeland, Jr.

 Chairman of the Audit and

 Finance Committee

Mr. Ryan M. Lance

 Chairman and Chief Executive Officer

 Ms. Janet Langford Kelly, Esq.

 Senior Vice President, Legal,

General Counsel and Corporate Secretary

 Ms. Glenda M. Schwarz

 Vice President and Controller

 Mr. Andrew R. Brownstein, Esq.

Wachtell, Lipton, Rosen & Katz

 Mr. Timothy T. Griffy

 Ernst & Young LLP

September 26, 2012

Via E -mail
Mr. Jeff W. Sheets
Chief Financial Officer
ConocoPhillips
600 North Dairy Ashford
Houston, TX 77079

Re: ConocoPhillips
 Form 10 -K for the Fiscal Year ended December 31, 2011
 Filed February 21, 2012
 Response Letter Dated August 3, 2012
 File No. 1-32395

Dear M r. Sheets :

We have reviewed your response letter and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not  believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, w e may have additional comments.

Annual Report on Form 10 -K for the Fiscal Year Ended December 31, 2011

Risk Factors, page 31

Our operations present hazards and risks that require significant and continuous oversight,
page 33

1. We note your response to prior comment 2 from our letter to you dated July 20, 2012.   In
future filings, beginning with your next Form 10 -Q, please provide a separate discussion
of the risks posed to your operations from your dependence upon technology or to your
business, operations or reputation by cyber attacks or breaches of your cybersecurity.   In
addition, in order to provide the proper context for your risk factor disclosure, and as you
stated in your response letter, please confirm that you will dis close in this revised risk
factor that you have experienced occasional actual and attempted breaches of your
cybersecurity.

Mr. Jeff W. Sheets
ConocoPhillips
September 26, 2012
Page 2

 Financial Statements and Supplementary Data, page 77

Supplementary  Information  - Oil and Gas Operations, page 140

Proved Undevelop ed Reserves, page 149

2. Your response to prior comment number 4 from our letter dated July 20, 2012 indicates,
in part, that future development costs, as shown in your presentation of SMOG, includes
not only costs related to the development of proved undeve loped reserves, but also
includes costs associated with sustaining existing producing reserves (“sustaining costs”)
and costs associated with the abandonment of the developed assets (“abandonment
costs”).  Supplementally, tell us the amount of “sustaining costs” and “abandonment
costs” included in future development costs per your presentation of SMOG as of
December 31, 2011, by year for the first five years and in total.  Also, describe for us in
greater detail the nature of the “sustaining costs”, and exp lain to us the specific types of
actions or activities to which they relate.  Finally, explain your accounting policies for
“sustaining costs.”

 You may contact John Cannarella , Staff Accountant, at (202) 551 -3337  or Bradshaw
Skinner , Senior Assistant Chief Ac countant , at (202) 551 -3489  if you have questions regarding
comments on the financial s tatements and related matters.  Please contact Caroline Kim, Staff
Attorney, at (202) 551 -3878 or , Laura Nicholson , Staff Attorney , at (202) 551 - 3584  with any
other questions.

Sincerely,

        /s/H. Roger Schwall

        H. Roger Schwall
        Assistant Director

CORRESP
1
filename1.htm

Correspondence Letter

 FOIA Confidential Treatment Requested by ConocoPhillips pursuant to 17 C.F.R. § 200.83

Pursuant to 17 C.F.R. § 200.83 (“Rule 83”), ConocoPhillips has requested confidential treatment under the Freedom of Information Act of
portions of this letter. This letter omits confidential information included in the unredacted version of this letter that was delivered to the Division of Corporation Finance. The notes below denote such omissions.

 August 3, 2012

 Via EDGAR

 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

 Form 10-K for
the Fiscal Year Ended December 31, 2011

 File No. 001-32395

 Dear Mr. Schwall:

 Our responses to the comments raised in your letter dated July 20,
2012, are set forth below. The Staff’s comments are shown in bold followed by our responses.

 Annual Report on Form 10-K for Fiscal
Year ended December 31, 2011

 Risk Factors, page 31

 Our operations present hazards and risks that require significant and continuous oversight, page 33

1.
We note your disclosure in the above-captioned risk factor concerning operational and financial risks, and your disclosure beginning on page 64 regarding regulatory
risks related to hydraulic fracturing. We also note your disclosure at page 31 regarding regulatory risks relating to your exploration and production activities in shale gas plays. Please revise the above-captioned risk factor to address
specifically, if material, the financial and operational risks associated with hydraulic fracturing, such as underground migration and surface spillage or mishandling of fluids, including chemical additives.

Response:

 We have reviewed the Staff’s comment and the Company’s current disclosures, and we believe the Company’s current disclosures regarding its hydraulic fracturing operations are appropriate at
this time. The Company operates on a global basis and utilizes hydraulic fracturing in a portion of its operations. We have not experienced any material adverse consequences with respect to our hydraulic fracturing activities, and do not believe
these operations pose any exceptional risks or

 U.S. Securities and Exchange Commission

 August 3, 2012

  Page
 2

 challenges. To management’s knowledge, the Company has not received or been issued
any notices of violation or citations related to environmental concerns arising from our hydraulic fracturing activities. Further, to management’s knowledge, there are no outstanding claims or suits against the Company related to environmental
contamination arising from our hydraulic fracturing activities. We believe the Company employs appropriate safeguards to protect against potential incidents or liabilities arising from our hydraulic fracturing activities and we are prepared to
respond promptly to minimize any liability should such an incident occur. The Company recognizes, however, that hydraulic fracturing is an evolving area with potential increasing legislative, regulatory and financial risks. We will continue to
assess these potential risks in light of the Staff’s comment and will update or expand our disclosures, if necessary or advisable, in our future filings.

2.
We note that you added cyber attacks to the list of hazards and risks presented by your operations that require significant and continuous oversight. In future
filings, beginning with your next Form 10-Q, please provide a separate discussion of the risks posed to your operations from your dependence upon technology or to your business, operations or reputation by cyber attacks. In addition, please tell us
whether you have experienced cyber attacks in the past. If so, please also disclose that you have experienced such cyber attacks in order to provide the proper context for your risk factor disclosure. Please refer to the Division of Corporation
Finance’s Disclosure Guidance Topic No. 2 at http://www.sec.gov/divisions/corpfin/guidance/cfguidance-topic2.htm for additional information.

 Response:

 We included in our most recent annual report on Form 10-K
a reference to cyber attacks in the list of hazards and risks presented by our operations that require significant and continuous oversight in response to the Staff’s guidance provided in CF Disclosure Guidance: Topic No. 2 (the
“Cybersecurity Guidance”). We have reviewed that guidance and believe the Company’s current disclosures regarding the risks relating to its cybersecurity are appropriate in light of the Company’s business, size and experience
with cybersecurity and cyber incidents. Like many companies, we have experienced occasional actual or attempted breaches of our cybersecurity; however, none of those breaches has had a material effect on our business, operations or reputation.
Nevertheless, we will continue to assess potential risks relating to our cybersecurity in light of the Staff’s comment and the Cybersecurity Guidance and will update or expand our disclosures, if necessary or advisable, in our future filings.

 Financial Statements and Supplementary Data, page 77

 Supplementary Information – Oil and Gas Operations, page 140

 Proved Reserves, page
142

3.
We note that you have presented quantities attributable to crude oil and natural gas liquids on a combined basis. Explain to us how you considered the requirements
of FASB ASC paragraph 932-235-50-4(a) in determining that a combined presentation was appropriate. To the extent that you have concluded that natural gas liquid quantities are not significant, provide us with a reasonably detailed analysis that
supports your conclusion.

 U.S. Securities and Exchange Commission

 August 3, 2012

  Page
 3

 Response:

The guidance in FASB ASC 932-235-50-4 states, “Net quantities of an entity’s interests in proved reserves and proved developed
reserves of both of the following shall be disclosed as of the beginning and end of the year:

 a. Crude oil, including
condensate and natural gas liquids (if significant, the reserve quantity information shall be disclosed separately for natural gas liquids)

 b. Natural gas.”

 The Company considered this guidance and combined the
presentation of crude oil and natural gas liquids (NGLs) as we do not believe NGLs represent a significant quantity of reserves at December 31, 2011. The table below provides an analysis, using information contained in our 2011 Form 10-K over
the last three years, which support the Company’s position that NGLs were not significant in reserve quantity, production or sales to warrant separate disclosure.

 Total Company Statistics

2011

2010

2009

 Total Proved Reserves (MMBOE)

8,387

8,310

10,326

 Total Production (MMBOED)

1.62

2.08

2.29

 Sales and other operating revenues ($ in millions)

244,813

189,441

149,341

 NGLs as a percent

2011

2010

2009

 Total Proved Reserves

8.6
%

8.7
%

7.1
%

 Total Production

9.2
%

7.2
%

6.5
%

 Sales and other operating revenues

4.7
%

5.2
%

4.5
%

 The Company continues to evaluate the significance of its NGLs quantities as promulgated in the guidance
in FASB ASC 932, particularly due to our relative increase in acreage position and capital spending in liquids-rich shale plays. In light of this, we anticipate NGLs as a percentage of total proved reserves and production may rise to a level of
significance in future periods. We, therefore, began separately reporting production and price information for crude oil and NGLs in our Form 10-Q for the quarter ended June 30, 2012. We also expect to include separate disclosure of NGLs
reserves in our Form 10-K for the year-ended December 31, 2012.

 Proved Undeveloped Reserves, page 149

4.
We note that, during each of the years included in your 10-K, costs incurred relating to the development of proved undeveloped reserves as a percentage of estimated
total future development costs at the beginning of the year, as reflected in prior year SMOG presentations, has been substantially below the level implied by the general expectation that undeveloped locations be drilled within five years of initial
booking. that would be expected actual expenditures To help us understand your actual and projected development costs, provide us with a schedule that shows, for each of the years included in your 10-K, future development costs as of the beginning
of the year, presented by year for the first five years and in total. To the extent that material development costs are projected to be incurred beyond five years, identify the project(s) to which those costs relate and indicate the specific amount
attributable to each project.

 U.S. Securities and Exchange Commission

 August 3, 2012

  Page
 4

 Response:

This table identifies, for each of the years included in our 2011 Form 10-K, the total future development costs, the future development
costs for the first five years, and the remaining future development costs to be spent beyond the first five years.

Future Development Costs (Net Million)

 10-K Year

Total

2010

2011

2012

2013

2014

2015

2016

Remaining

2011

$
63,403

$
8,537

$
7,562

$
4,936

$
3,233

$
2,747

$
36,388

2010

$
49,473

$
5,810

$
5,335

$
3,699

$
3,033

$
2,417

$
29,179

2009

$
59,248

$
5,880

$
5,328

$
5,132

$
4,576

$
3,229

$
35,103

 These future development costs not only include costs related to the development of proved undeveloped
reserves, but also include costs associated with sustaining existing producing reserves and costs associated with the abandonment of the developed assets. In order to demonstrate the general expectation that proved undeveloped reserves are converted
to proved developed reserves within five years of being booked as proved undeveloped reserves, the following table illustrates the future costs necessary for conversion:

 [Note 1: Rule 83 Confidential Treatment Request Made by ConocoPhillips;

Request Number 1]

 Based on this table, our 2011 developed incurred costs of $4.5 billion, from page 149 of our 2011 Form 10-K, represents 21 percent of the 2010 forecasted future costs to develop proved undeveloped
reserves.

 As stated on page 150 in our 2011 Form 10-K, “.....our largest concentrations of proved undeveloped reserves
at year-end 2011 are located in the Athabasca oil sands in Canada, consisting of the FCCL and Surmont steam-assisted gravity drainage (SAGD) projects. The majority of our proved undeveloped reserves in this area were first recorded in 2006 and 2007,
and we expect a material portion of these reserves will remain undeveloped for more than five years.

 Our SAGD projects are
large, multi-year projects with steady, long-term production at consistent levels. The associated reserves are expected to be developed over many years as additional well pairs are drilled across the extensive resource base to maintain throughput at
the central processing facilities. ”

 U.S. Securities and Exchange Commission

 August 3, 2012

  Page
 5

 As requested, the future development costs associated with the two individually material
projects which will incur costs to develop proved undeveloped reserves beyond five years are summarized in the table below:

[Note 2: Rule 83 Confidential Treatment Request Made by ConocoPhillips;

Request Number 2]

 The following table also shows the future costs to develop proved undeveloped reserves for these projects.

 [Note 3: Rule 83 Confidential Treatment Request Made by ConocoPhillips;

Request Number 3]

 U.S. Securities and Exchange Commission

 August 3, 2012

  Page
 6

 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/ Jeff W. Sheets

 Jeff W. Sheets

 Executive Vice President, Finance and Chief Financial Officer

cc:
Mr. James E. Copeland, Jr.

 Chairman of the Audit and

 Finance Committee

Mr. Ryan M. Lance

Chairman and Chief Executive Officer

Ms. Janet Langford Kelly, Esq.

 Senior Vice President, Legal,

 General Counsel and Corporate Secretary

Ms. Glenda M. Schwarz

Vice President and Controller

Mr. Andrew R. Brownstein, Esq.

 Wachtell, Lipton, Rosen & Katz

Mr. Timothy T. Griffy

Ernst & Young LLP

July 20, 2012

Via E -mail
Mr. Jeff W. Sheets
Chief Financial Officer
ConocoPhillips
600 North Dairy Ashford
Houston, TX 77079

Re: ConocoPhillips
 Form 10 -K for Fis cal Year ended December  31, 2011
 Filed February 21, 2012
 File No. 1-32395

Dear M r. Sheets :

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances o r do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Annual Report on Form 10-K for Fiscal Year ended December 31, 2011

Risk Factors, page 31

Our operations present hazards and risks that require significant and continuous oversight,
page 33

1. We note your disclosure in the above -captioned risk factor concerning operational and
financial risks, and your disclosure beginning on page 64 regarding regulatory risks
related to hydraulic fracturing.   We also note your disclosure at page 31 regarding
regulatory risks relating to your exploration and production activities in shale gas p lays.
Please revise the above -captioned risk factor to address specifically, if material, the
financial and operational risks associated with hydraulic fracturing, such as underground
migration and surface spillage or mishandling of fluids, including chem ical additives.

Mr. Jeff W.  Sheets
ConocoPhillips
July 20, 2012
Page 2

2. We note that you added cyber attacks to the list of hazards and risks presented by your
operations that require significant and continuous oversight.   In future filings, beginning
with your next Form 10 -Q, please provide a separate discuss ion of the risks posed to your
operations from your dependence upon technology or to your business, operations or
reputation by cyber attacks.   In addition, please tell us whether you have experienced
cyber attacks in the past.   If so, please also disclose  that you have experienced such cyber
attacks in order to provide the proper context for your risk factor disclosure.   Please refer
to the Division of Corporation Finance’s Disclosure Guidance Topic No. 2 at
http://www.sec.gov/divisions/corpfin/guidance/cfguidance -topic2.htm   for additional
information.

Financial Statements and Supplementary Data, page 77

Supplementary  Information  - Oil and Gas Operations, page 140

Proved R eserves, page 142

3. We note that you have presented quantities attributable to crude oil and natural gas
liquids on a combined basis.  Explain to us how you considered the requirements of
FASB ASC paragraph 932 -235-50-4(a) in determining that a combined pre sentation was
appropriate.  To the extent that you have concluded that natural gas liquid quantities are
not significant, provide us with a reasonably detailed analysis that supports your
conclusion .

Proved Undeveloped Reserves, page 149

4. We note that, du ring each of the years included in your 10 -K, costs incurred relating to
the development of proved undeveloped reserves as a percentage of estimated total future
development costs at the beginning of the year, as reflected in prior year SMOG
presentations,  has been substantially below the level implied by the general expectation
that undeveloped locations be drilled within five years of initial booking.  that would be
expected actual expenditures  To help us understand your actual and projected
development costs, provide us with a schedule that shows, for each of the years included
in your 10 -K, future development costs as of the beginning of the year, presented by year
for the first five years and in total.  To the extent that material development costs are
projected to be incurred beyond five years, identify the project(s) to which those costs
relate and indicate the specific amount attributable to each project.

Mr. Jeff W.  Sheets
ConocoPhillips
July 20, 2012
Page 3

Closing Comments

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes all information required under the Securities Act
of 193 3 and the  Securities Exchange Act of 1934 , and that they have provided all information
investors require for an informed investment decision.  Since the company and its management
are in possession of all facts relating to a company’s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:
 the company is responsible for the adequacy and accuracy of the disclosure in the filing;
 staff comments or change s to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under th e federal securities laws of the United States.

You may contact John Cannarella , Staff Accountant, at (202) 551 -3337  or Bradshaw
Skinner , Senior Assistant Chief Ac countant , at (202) 551 -3489  if you have questions regarding
comments on the financial s tatem ents and related matters.  Please contact Caroline Kim, Staff
Attorney, at (202) 551 -3878 or , Laura Nicholson , Staff Attorney , at (202) 551 - 3584  with any
other questions.

Sincerely,

        /s/H. Roger Schwall

        H. Roger Schwall
        Assistant Director

September 13, 2011

Via E-mail
Mr. Jeff W. Sheets
Chief Financial Officer
ConocoPhillips
600 North Dairy Ashford Houston, TX 77079
Re: ConocoPhillips
Form 10-K for Fiscal Year ended December 31, 2010 Filed February 23, 2011 File No. 001-32395

Dear Mr. Sheets:
We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,  /s/ Karl Hiller  Karl Hiller Branch Chief

CORRESP
1
filename1.htm

corresp

August 3, 2011

Via EDGAR

Mr. Karl Hiller

Branch Chief

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    ConocoPhillips

Form 10-K for Fiscal Year ended December 31, 2010

Filed February 23, 2011

File No. 001-32395

Dear Mr. Hiller:

Our responses to the comments raised in your letter dated July 20, 2011, are set forth below. The
Staff’s comments are shown in bold followed by our responses.

Form 10-K for Fiscal Year ended December 31, 2010

Note 14 — Guarantees, page 102

Indemnifications, page 102

    1.

    We note your disclosure regarding indemnification payments that may exceed the $386 million
accrued at December 31, 2010, stating that “it is not possible to make a reasonable estimate
of the maximum potential amount of future payments.” Under FASB ASC 450-20-50-3 through 5,
you are required to disclose an estimate of the range of reasonably possible loss in excess of
the amounts accrued or a statement indicating that such an estimate cannot be made if
applicable. Please revise accordingly. If you cannot estimate the range of reasonably
possible additional loss, address the following points:

    •

    Describe the specific efforts you have undertaken to develop estimates.

    •

    Explain how you internally report exposures to management and the Board.

    •

    Indicate how you were able to estimate a probable amount of loss for accrual, but
not estimate a range of reasonably possible additional loss.

U.S. Securities and Exchange Commission

August 3, 2011

Page 2

    Response: With the indemnification disclosures in Note 14, we are specifically
responding to the disclosure requirements of ASC 460-10-50-4. As such, we disclosed, as
required by 50-4b(2), that the maximum amount of future payments is generally unlimited.
Further, we disclosed why an estimate of maximum exposure cannot be made, as required by
50-4b(3), by describing the nature of our indemnities as generally unlimited in amount and
duration, and that the majority are related to environmental issues. We discussed the
difficulties with measuring environmental liabilities in other parts of the financial
statement and MD&A disclosures.

    The required ASC 460 disclosure of maximum potential loss is broader than ASC 450 disclosure
requirements. Specifically, disclosure under ASC 460 is required even if the likelihood of
payment is remote, and maximum potential loss should include consideration of unasserted
claims. In contrast, the reasonably possible range-of-loss disclosure requirements of ASC
450 are narrower in scope than the disclosure of maximum potential loss. Accordingly, our
ASC 450 disclosures are included in a separate footnote (Note 15). Please see the response
to Comment 3 below, which addresses our disclosure decisions surrounding reasonably possible
losses.

Note 15 — Contingencies and Commitments, page 103

Environmental, page 103

    2.

    We note your disclosure explaining that with regard to various past acquisitions, you “have
not recorded accruals for any potential contingent liabilities that [you] expect to be funded
by the prior owners under [the agreed upon] indemnifications.” It is unclear from this
statement whether you practice a “netting” approach. FASB ASC 410-30-45-2 states that “[a]
debtor that has a right of setoff that meets all of the conditions in paragraph 210-20-45-1
may offset the related asset and liability and report the net amount.” However, “[i]t would
be rare, if ever, that the facts and circumstances surrounding environmental remediation
liabilities and related receivables and potential recoveries would meet all of these
conditions.” Please tell us the extent to which you are netting environmental obligations;
and describe the manner by which you are able to show that you meet each of the four
requirements for setoff, as enumerated in FASB ASC 210-20-45-1.

    Response: The use of the word “potential” in the excerpt the Staff noted above was
intended to communicate to the reader that, for certain environmental remediation exposures
arising in connection with past acquisitions, the Company is only secondarily liable for the
exposure, to the extent there is a third-party indemnification agreement. Based on the
indemnification agreements with us, the previous owners of these assets retained their
status as the primary obligor for the environmental remediation work and, as such, the
previous owner is considered a “potentially responsible party” (PRP) for the remediation
work. These previous owners are not disputing such PRP status, and the allocation of the
remediation costs between the various PRPs, including ourselves, is reasonably estimable.
Under these conditions, ASC 410-30-30-1 through 30-7 indicate we should only record an
environmental remediation obligation for our share of the remediation effort we believe we
will be funding. When considering ASC 410-30-35-8 and 9, these environmental
indemnification situations are more appropriately determined to be an allocation of costs
subject to joint and several liability among a group of primary obligors, not a
potential recovery from third party insurers or state reimbursement funds for amounts we
expect to expend in the future under some type of primary obligor status.

U.S. Securities and Exchange Commission

August 3, 2011

Page 3

    In situations where we are the primary obligor, and we have probable recoveries from third
parties, such as insurers, typically no legal right of setoff exists, and we present such
liabilities and receivables separately (i.e., gross) on the balance sheet.

Legal Proceedings, page 104

    3.

    We note your discussion of policies and procedures pertaining to legal proceedings under this
heading and within your critical accounting disclosure concerning asset retirement obligations
and environmental costs in MD&A. However, in neither place do you identify or discuss any
particular legal proceedings. Though you recite reportable legal proceedings in Item 3, in
accordance with Item 103 of Regulation S-K, the disclosures made to comply with FASB ASC 450
should be more analytical and may require a quantified assessment. Attempts to satisfy both
objectives through an integrated set of disclosure often result in lengthy factual recitations
that do not focus on the underlying loss contingency, the related exposure, and the likelihood
of a loss. Please expand your disclosure to include for each particular contingent matter, in
accordance with FASB ASC 450-20, the probability of each future
contingency occurring as:
probable, reasonably possible, or remote. Finally, where appropriate, please provide a
quantified assessment of reasonably possible loss in excess of the amounts accrued.

    Response: The matters recited in ConocoPhillips’ disclosures in Item 3 of the Form
10-K are disclosed therein because of the low materiality threshold of $100,000 contained in
Instruction 5C of Item 103 of Regulation S-K. We do not consider any single matter
disclosed in Item 3 to be material to ConocoPhillips. In contrast, ASC 450-20 does not
impose a specific dollar amount for the threshold of materiality, instead stating, “accrual
and disclosure of loss contingencies should be based on an evaluation of the facts and
circumstances in each particular situation” (450-20-55-1). In the Note 15 disclosure, we
provide a broad overview of the nature of our contingencies, how we account for them, and
our assessment of their overall materiality. We do not discuss any individual loss
contingency because, in our judgment, no single matter was material to the Company.

    We agree that, when an individual matter (or an aggregated group of related matters) becomes
material, it should be disclosed consistent with the guidance in ASC 450-20-50. Until then,
we believe our aggregated discussion provides contingency disclosures consistent with the
requirements of ASC 450-20.

    When evaluating the need for disclosure of reasonably possible losses under the guidance of
ASC 450-20-50-4, we judgmentally determined the reasonably possible losses were not material
to ConocoPhillips at December 31, 2010. Although the single aggregated amount of all
reasonably possible losses might be material to the results of an annual or interim period,
we believe it is remote that any individual case, or group of cases, would settle within a
single annual or interim period such that they would have a material impact on our financial
statements. We continue to employ a rigorous process to evaluate claims, establish accruals and identify any matters
appropriate for disclosure under ASC 450-20.

U.S. Securities and Exchange Commission

August 3, 2011

Page 4

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.

Very truly yours,

    CONOCOPHILLIPS

    /s/ Jeff W. Sheets

    Jeff W. Sheets

    Senior 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,

      General Counsel and Corporate Secretary

Ms. Glenda M. Schwarz

      Vice President and Controller

Mr. Andrew R. Brownstein, Esq.

     Wachtell, Lipton, Rosen & Katz

Mr. Timothy T. Griffy

      Ernst & Young LLP

July 20, 2011

Via E-mail
Mr. Jeff W. Sheets
Chief Financial Officer
ConocoPhillips
600 North Dairy Ashford Houston, TX 77079
Re: ConocoPhillips
Form 10-K for Fiscal Year ended December 31, 2010 Filed February 23, 2011 File No. 001-32395

Dear Mr. Sheets:
We have reviewed your filing and have the following comments.  We have limited our
review to only your financial statements and re lated disclosures and do not intend to expand our
review to other portions of your documents.  In  some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.   Form 10-K for Fiscal Year ended December 31, 2010

Note 14 – Guarantees, page 102

Indemnifications, page 102

1. We note your disclosure regarding indemnification payments that may exceed the $386
million accrued at December 31, 2010, stating that “it is not possible to make a
reasonable estimate of the maximum potential amount of future payments.”  Under FASB
ASC 450-20-50-3 through 5, you ar e required to disclose an estimate of the range of

Mr. Jeff W. Sheets
ConocoPhillips July 20, 2011 Page 2
 reasonably possible loss in excess of the am ounts accrued or a statement indicating that
such an estimate cannot be made if applicab le.  Please revise accordingly.  If you cannot
estimate the range of reasonably possible addi tional loss, address the following points:

 Describe the specific efforts you have  undertaken to develop estimates.
 Explain how you internally report exposures to management and the Board.
 Indicate how you were able to estimate a probable amount of loss for accrual, but not
estimate a range of reasonably possible additional loss.

Note 15 – Contingencies and Commitments, page 103

Environmental, page 103

2. We note your disclosure explaining that with  regard to various past acquisitions, you
“have not recorded accruals for any potential contingent liabili ties that [you] expect to be
funded by the prior owners under [the agreed upo n] indemnifications.”  It is unclear from
this statement whether you practice a “netti ng” approach.  FASB ASC 410-30-45-2 states
that “[a] debtor that has a ri ght of setoff that meets all of the conditions in paragraph 210-
20-45-1 may offset the related asset and liabi lity and report the net amount.”  However,
“[i]t would be rare, if ever, that the f acts and circumstances surrounding environmental
remediation liabilities and related receivables and potential recoveries  would meet all of
these conditions.”  Please te ll us the extent to which you are netting environmental
obligations; and describe the manner by which you are able to show that you meet each
of the four requirements for setoff, as  enumerated in FASB ASC 210-20-45-1.

Legal Proceedings, page 104

3. We note your discussion of polic ies and procedures pertaining  to legal proceedings under
this heading and within your  critical accounting disclosu re concerning asset retirement
obligations and environment costs in MD&A.  However, in neither place do you identify
or discuss any particular legal procee dings.  Though you recite reportable legal
proceedings in Item 3, in accordance with It em 103 of Regulation S-K, the disclosures
made to comply with FASB ASC 450 shoul d be more analytical and may require a
quantified assessment.  Attempts to satisfy both objectives through an  integrated set of
disclosure often result in lengthy factual recitations that do not focus on the underlying
loss contingency, the related exposure, and th e likelihood of a loss.  Please expand your
disclosure to include for each particular contingent matter, in  accordance with FASB
ASC 450-20, the probability of each future contingency occurring as: probable, reasonably possible, or remote.  Finally, wh ere appropriate, please provide a quantified
assessment of reasonably possible loss in excess of the amounts accrued.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of

Mr. Jeff W. Sheets
ConocoPhillips July 20, 2011 Page 3
 1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Paul Mons our, Staff Accountant, at (202) 551-3360 if you have
questions regarding comments on the financial statem ents and related matters.   Please contact me
at (202) 551-3686 with any other questions.
Sincerely,  /s/ Karl Hiller  Karl Hiller Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

DIVISION OF
CORPORATION FINANCE

         July 22, 2010   Mr. Sigmund L. Cornelius Chief Financial Officer ConocoPhillips 600 North Dairy Ashford Houston, TX 77079
 Re: ConocoPhillips
  Form 10-K for the Fiscal Year Ended December 31, 2009
Filed February 25, 2010 Form 10-K/A for the Fiscal Year Ended December 31, 2009 Filed April 1, 2010 Schedule 14A Filed March 31, 2010 Response Letter Dated June 11, 2010
  File No. 1-32395

 Dear Mr. Cornelius:     We have completed our review of your filings and do not have any further comments at this time.           S i n c e r e l y ,
H. Roger Schwall Assistant Director

CORRESP
1
filename1.htm

corresp

June 11, 2010

Via EDGAR

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

Form 10-K for the Fiscal Year Ended December 31, 2009

Form 10-K/A for the Fiscal Year Ended December 31, 2009

Schedule 14A Filed March 31, 2010

Response Letter Dated April 15, 2010

File No. 001-32395

Dear Mr. Schwall:

Our responses to the comments raised in your letter dated May 27, 2010, are set forth below. The
Staff’s comments are shown in bold followed by our responses.

Form 10-K for Fiscal Year Ended December 31, 2009

Financial Statements

Note 6 — Investments, Loans and Long-Term Receivables

Lukoil, page 89

    1.

    We note your response to our prior comment number seven and that you are changing your method
of recording the earnings from your investment in LUKOIL. Your response indicates that LUKOIL
is now able to consistently provide financial information more timely than was capable in
prior periods. Please explain further, why you believe it is preferable to change your
accounting for your earnings of LUKOIL to a one quarter lag basis, given the receipt of more
timely LUKOIL financial information.

    Response: In our Form 10-Q for the first quarter of 2010, we disclosed the
background information and an explanation of why this change in accounting principle was
preferable, as required by FASB Accounting Standards Codification (ASC) Topic 250,
“Accounting Changes

U.S. Securities and Exchange Commission

June 11, 2010

Page 2

    and Error Corrections,” section 250-10-50-1a. The disclosure was made in Note 2 — Changes
in Accounting Principles, in the Notes to Consolidated Financial Statements.

    For the Staff’s additional information, we deemed the 93-day rule a critical factor in
determining the initial accounting approach to recording our equity earnings from LUKOIL, as
well as the decision to change to a one-quarter lag approach. Although both ConocoPhillips
and LUKOIL have fiscal year-ends of December 31, LUKOIL’s U.S. GAAP financial information is
not available in time for ConocoPhillips to record its equity share on a current-quarter
basis. Thus, at the time of our initial investment in LUKOIL in the fourth quarter of 2004,
we had to decide on the appropriate basis to recognize the effect of this timing difference.

    FASB ASC Topic 323, “Investments — Equity Method and Joint Ventures,” provided this
guidance in 323-10-35-6:

    “If financial statements of an investee are not sufficiently timely for an investor
to apply the equity method currently, the investor ordinarily shall record its
share of the earnings or losses of an investee from the most recent available
financial statements. A lag in reporting shall be consistent from period to
period.”

    At the time we had to apply this guidance (the fourth quarter of 2004), we knew that
LUKOIL’s fourth quarter earnings would not be available until after we had filed our first
quarter 2005
Form 10-Q. Thus, the lag required to apply ASC Topic 323-10-35-6 would have been a
two-quarter lag. The appropriateness of a two-quarter lag within the context of
consolidation is addressed by the SEC in Regulation S-X 3A-02(b)(1):

    “(b) Different fiscal periods: Generally, registrants shall not consolidate any
entity whose financial statements are as of a date or for periods substantially
different from those of the registrant. Rather, the earnings or losses of such
entities should be reflected in the registrant’s financial statements on the equity
method of accounting. However:
(1) A difference in fiscal periods does not of itself justify the exclusion of an
entity from consolidation. It ordinarily is feasible for such entity to prepare,
for consolidation purposes, statements for a period which corresponds with or
closely approaches the fiscal year of the registrant. Where the difference is not
more than 93 days, it is usually acceptable to use, for consolidation purposes,
such entity’s statements for its fiscal period. Such difference, when it exists,
should be disclosed as follows: the closing date of the entity should be expressly
indicated, and the necessity for the use of different closing dates should be
briefly explained. Furthermore, recognition should be given by disclosure or
otherwise to the effect of intervening events which materially affect the financial
position or results of operations.”

    Although this guidance is specifically for consolidated subsidiaries, the SEC Staff
expressed the view at the AICPA International Practices Task Force Meeting on November 21,
2000, that there was no particular reason why the 93-day rule used in the consolidation
literature should not apply to equity investees. Since the Staff guidance discouraged the
use of a two-quarter lag to record our equity share of LUKOIL’s actual results, the Company
decided to initially apply an accounting policy selection of estimating LUKOIL’s
current-quarter earnings to result in a comparable reporting period with that of
ConocoPhillips.

    Subsequent to our initial investment in LUKOIL in 2004, LUKOIL made significant progress in
releasing its U.S. GAAP financial statements on a more timely basis. In April 2008, LUKOIL
for the first time released their fourth quarter and annual financial statements on a basis
sufficiently timely for ConocoPhillips to record its equity share within the normal
quarter-end closing

U.S. Securities and Exchange Commission

June 11, 2010

Page 3

    schedule, and thus LUKOIL’s fourth-quarter results could have been recorded on a one-quarter
lag basis and satisfied the 93-day rule. Before initiating a change in accounting principle
to move to a one-quarter lag basis, we believed it prudent to wait another year to determine
if LUKOIL could again demonstrate this sufficiently timely schedule of delivering their
fourth-quarter results. When in fact LUKOIL did demonstrate this again in 2009, we
initiated a process to analyze and implement making a change in accounting principle, with
an effective date of January 1, 2010.

    We believed this change in accounting principle was preferable because it resulted in
reporting more reliable financial information (LUKOIL’s actual results versus a
ConocoPhillips estimate), while still maintaining relevance (only a one quarter lag, which
is acceptable under ASC Topic 323 and SEC guidance). In addition, the earnings from our
LUKOIL segment now reflect LUKOIL’s actual earnings. Previously, any quarter’s results in the
LUKOIL segment contained both an estimate of current quarter LUKOIL earnings and a prior
quarter estimate-to-actual true-up adjustment. The change in accounting method will
facilitate an easier-to-understand analysis of our LUKOIL segment and its earnings variance.

    In accordance with Item 6.01 of Regulation S-K, our independent registered public accounting
firm, Ernst & Young LLP, provided a letter, filed as exhibit 18 to the first quarter 2010
Form 10-Q, in which they concluded that the change in accounting principle was to an
acceptable alternative method which, based on ConocoPhillips’ business judgment, was
preferable in our circumstances.

    Based on the above background analysis and changes in facts and circumstances, we believe
this change in accounting principle is preferable, and our independent auditors concurred.

    2.

    In addition, please address the following related to your investment in LUKOIL:

    •

    Please provide us with an analysis of what you have historically reported as your
earnings from LUKOIL, compared to what you expect to report for prior 2009 quarters,
using a one quarter lag basis.

    Response: The following table provides an analysis of what we originally reported as
equity in earnings from our LUKOIL investment in 2009, compared with the amounts recast to
reflect the change in accounting principle.

    As Originally

    Effect

    Reporting

    Reported

    As Recast

    of Change

    Period

    ($ Millions)

    ($ Millions)

    ($ Millions)

    1 Q 2009

    $
    42

    $
    0
    *

    $
    (42
    )

    2 Q 2009

    $
    678

    $
    234

    $
    (444
    )

    3 Q 2009

    $
    553

    $
    519

    $
    (34
    )

    4 Q 2009

    $
    396

    $
    466

    $
    70

    Year 2009

    $
    1,669

    $
    1,219

    $
    (450
    )

    *

    Equity earnings from LUKOIL were not recorded in the first quarter
of 2009 under the one-quarter lag basis, since our LUKOIL investment was
written down in the fourth quarter of 2008 to its fair value at December
31, 2008.

U.S. Securities and Exchange Commission

June 11, 2010

Page 4

    •

    Please provide us with a temporal analysis of your historical reporting process
that describes when and what information was customarily received from LUKOIL, prior to
your recent change in accounting policy.

    Response: ConocoPhillips bases its LUKOIL equity earnings on LUKOIL’s externally
published financial information, at the same time this information is released to the
public. We do not receive a separate financial reporting package, nor do we receive
financial information prior to its public release by LUKOIL. Prior to the accounting
change, when LUKOIL published their external financial information, we used this information
to “true-up” our earnings estimate recorded in the prior quarter. Since implementing the
accounting change, we now use this information to record LUKOIL’s actual results on a
one-quarter lag basis.

    As discussed in the response to Comment 1 above, LUKOIL’s fourth quarter was the primary
reporting period that could not meet the 93-day rule. As a temporal analysis, shown below
are the dates LUKOIL’s fourth quarter and annual financial statements were made public:

    •

    2003 financial statements — June 24, 2004

    •

    2004 financial statements — May 25, 2005

    •

    2005 financial statements — May 23, 2006

    •

    2006 financial statements — April 24, 2007

    •

    2007 financial statements — April 10, 2008

    •

    2008 financial statements — April 7, 2009

    •

    2009 financial statements — March 24, 2010

    As noted in Comment 1 above, LUKOIL’s demonstrated ability to deliver their fourth-quarter
and full-year results in consecutive years on a basis sufficiently timely for ConocoPhillips
to record equity earnings on a one-quarter lag basis supported the change in accounting
principle.

    •

    Please provide us with an understanding of the nature of the information you have
historically relied upon as well as an understanding of the process of estimation you
used in prior quarters.

    Response: Prior to the change in accounting principle, we used an internally
developed financial model to estimate LUKOIL’s current-quarter earnings. This model
utilized objective, verifiable data, such as broad market indicators (for example, current
commodity price and foreign exchange rate indices, monthly export tariff rates and mineral
extraction tax rates) and all publicly-available LUKOIL-specific information (for example,
prior period financial statements and MD&A, press releases, presentations to analysts, etc.)
at the time of the filing of our financial statements. Later, once the difference between
actual and estimated results was known, a “true-up” adjustment was recorded in a subsequent
quarter. Thus any quarter’s reported results for our LUKOIL segment consisted of our
estimate of their current-quarter earnings, plus the true-up adjustment from the previous
quarter. Non-recurring items, such as impairments, gains on asset sales and contingencies,
which normally were not publicly available, were not included in the model. Although
historically not material, these types of non-recurring items could contribute to
variability in the amount of the true-up required each quarter. The elimination of this
variability supported the improved reliability conclusion made in connection with the
accounting change.

    •

    We note you are expecting to divest up to half of your investment in LUKOIL and you
have already begun selling shares in the second quarter. Please tell us how you expect

U.S. Securities and Exchange Commission

June 11, 2010

Page 5

    the disposal of a portion of your LUKOIL investment will impact your accounting and
reporting. Further, given the planned divestment, explain why you believed the change
in accounting principle for your equity method investment was necessary.

    Response: We do not expect the sale of a portion of our investment in LUKOIL to
impact our accounting and reporting for LUKOIL. We will continue to use the equity method
of accounting, as the expected size of our share disposition will not impact the key
criteria that enable us to exercise significant influence over the operating and financial
policies of LUKOIL. We will also continue to report our LUKOIL investment as a separate
operating segment under ASC Topic 280, “Segment Reporting.” Even after the reduction in our
ownership interest in LUKOIL, this investment will still represent an important part of
ConocoPhillips’ portfolio, and the most appropriate accounting method should be applied in
determining and reporting our equity share of LUKOIL’s earnings. Given these
considerations, the sale of a portion of our investment did not affect the preferability of
the change in accounting principle.

Schedule 14A Filed March 31, 2010

General

    3.

    We note that you have not included any disclosure in response to Item 402(s) of Regulation
S-K. Please advise us of the basis for your conclusion that disclosure is not necessary and
describe the process you undertook to reach that conclusion.

    Response: ConocoPhillips has considered the risks associated with each of its
executive and broad-based compensation programs and policies. As part of the analysis, the
Company considered the performance measures used and described under the section entitled
“Measuring our Performance under our Compensation Programs” beginning on page 51 of the
Company’s Proxy Statement, as well as the different types of compensation, the varied
performance measurement periods and the extended vesting schedules utilized under each
incentive compensation program for both executives and employees generally. As a result of
this review, the Company concluded the risks arising from the Company’s compensation
policies and practices for its employees are not reasonably likely to have a material
adverse effect on the Company. As part of the Board’s oversight of the Company’s risk
management programs, the Human Resources and Compensation Committee (HRCC) conducts an
annual review of the risks associated with the Company’s executive and broad-based
compensation programs. In 2009, the Audit and Finance Committee, the HRCC’s independent
compensation consultant and the Company’s compensation consultant also participated in this
review. The HRCC’s independent consultant and the Company’s compensation consultant noted
their agreement with management’s conclusion that the risks arising from the Company’s
compensation policies and practices for its employees were not reasonably likely to have a
material adverse effect on the Company. As a result, the Company concluded that no
disclosure was required in response to Item 402(s) of Regulation S-K.

Human Resources and Compensation Committee Report, page 42

    4.

    We note your reference to “other work performed for the Company by Towers Perrin,” which is
the Committee’s compensation consultant. Please explain to us your analysis as to whether
disclosure of the fees paid for this other work is required under Item 407(e)(3)(iii) of
Regulation S-K.

U.S. Securities and Exchange Commission

June 11, 2010

Page 6

    Response: Disclosure of the fees paid for services provided by Towers Perrin, other
than their services as the ind

CORRESP
1
filename1.htm

corresp

April 15, 2010

Via EDGAR

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

Form 10-K for the Fiscal Year Ended December 31, 2009

File No. 001-32395

Dear Mr. Schwall:

Our responses to the comments raised in your letter dated April 1, 2010, are set forth below. The
Staff’s comments are shown in bold followed by our responses.

Form 10-K for Fiscal Year Ended December 31, 2009

General

    1.

    We note that your Form 10-K no longer includes disclosure about your crude oil purchases from
Syria or Lukoil’s activities in Iran. Please advise. In this respect, we note as discussed
below substantial activities by Lukoil in Iran and information in a recent New York Times
article that a Company spokesman confirmed that you profit from Lukoil’s Iran-related
business.

    Response:
Please see the response to Comment 3 below.

    2.

    We note a March 2010 New York Times article discussing companies that do business with both
the U.S. government and Iran. We note that the Company is on the list because of Lukoil doing
business with Iran, having a contract with an Iranian oil company to develop an oil project in
Uzbekistan and selling gasoline to Iran. We also note a public March 2010 letter to the
President from several Congressmen stating that companies including Lukoil are likely in
violation of the Iran Sanctions Act. We also note recent news articles reporting Lukoil
Iranian contracts including agreements with Iran’s National Iranian Oil Co. to

U.S. Securities and Exchange Commission

April 15, 2010

Page 2

    develop oil fields, an agreement with an Iranian company for oil exploration in
Uzbekistan, and Iran-based subsidiary. We also note news articles relating to Lukoil
selling gas to the Syrian state oil company, Sytrol, and considering using a Cuban refiner
to process crude from Russia. Finally, we note a recent article that states that you and
Lukoil make purchases from a Syrian refinery.

    Please describe to us the nature and extent of your contacts with Iran, Syria and Cuba,
whether through Lukoil, subsidiaries, resellers, distributors or other direct or indirect
arrangements. Your response should describe any services or products you have provided to
those countries directly or indirectly, and any agreements, commercial arrangements, or
other direct or indirect contacts you have had with the governments of those countries or
entities controlled by those governments.

    Response:  Please see the response to Comment 3 below.

    3.

    Please discuss the materiality of any contacts with Iran, Syria or Cuba described in response
to the foregoing comment and whether those contacts constitute a material investment risk for
your security holders. You should address materiality in quantitative terms, including the
approximate dollar amounts of any associated revenues, assets, and liabilities for the last
three fiscal years. Also, address materiality in terms of qualitative factors that a
reasonable investor would deem important in making an investment decision, including the
potential impact of corporate activities upon a company’s reputation and share value. As you
may be aware, various state and municipal governments, universities, and other investors have
proposed or adopted divestment or similar initiatives regarding investment in companies that
do business with U.S.-designated state sponsors of terrorism. Your materiality analysis
should address the potential impact of the investor sentiment evidenced by such actions
directed toward companies that have operations associated with Iran, Syria or Cuba, and should
address specifically the recent publicity the company has received because of Lukoil’s
contacts with these countries.

    Response: ConocoPhillips is committed to complying with all laws to which we are
subject, including U.S. economic sanctions. As more fully described below, we have analyzed
and continue to monitor our own activities, as well as LUKOIL’s public disclosures, and we
believe the matters raised by the Staff do not rise to a level which would constitute a
material investment risk to ConocoPhillips’ shareholders, on either a quantitative or
qualitative basis. Given the quantitative and qualitative immateriality to ConocoPhillips
of the matters as described herein, we do not believe ConocoPhillips will become subject to
negative investor sentiment as evidenced by divestment or similar initiatives as a result of
such matters.

    Below we discuss our analysis with respect to ConocoPhillips and our LUKOIL Investment
segment:

    ConocoPhillips

    As part of our global crude oil supply and trading operations, ConocoPhillips has purchased,
and may continue to purchase, immaterial amounts of Syrian crude oil and blendstocks as
feedstock for our global refining operations. These purchases are made in full
compliance with U.S. economic sanctions and export laws and regulations.

    The approximate dollar amounts paid to the Syrian Petroleum Company for crude oil feedstock
purchases totaled $300 million in 2007, $335 million in 2008, and $240 million in 2009. The

U.S. Securities and Exchange Commission

April 15, 2010

Page 3

    approximate dollar amounts of purchases of Syrian-origin crude oil and other feedstocks from
entities not affiliated with Syria totaled $115 million in 2007, $125 million in 2008, and
$60 million in 2009.

    To put these purchases in context, during each of 2007, 2008 and 2009, ConocoPhillips’
global refining and marketing segment had purchase costs of approximately $105 billion, $140
billion and $90 billion, respectively. Thus our aggregate purchases of Syrian-origin crude
oil and other feedstocks and crude oil feedstocks from the Syrian Petroleum Company referred
to above represented well less than 1 percent of our global purchases during these same
periods and were a small part of our global refinery feedstock supply processes, which
secure products from competitive sources while complying with the spirit and intent of the
laws and policies of the United States and the other countries in which we operate.

    Accordingly, we have determined this activity to be quantitatively and qualitatively
immaterial to ConocoPhillips. Based on this determination, we did not include disclosure of
this immaterial activity in our 2008 and 2009 Form 10-K’s.

    Neither ConocoPhillips nor any of its consolidated subsidiaries have contacts or business
activities with Iran or Cuba.

    LUKOIL Investment

    ConocoPhillips initiated its strategic equity investment in LUKOIL in 2004 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. In March 2010, we announced our
intention to reduce our stake in LUKOIL by 50 percent, to a 10 percent shareholder interest.

    ConocoPhillips has notified LUKOIL of our commitment to compliance with U.S. economic
sanctions and export laws and regulations. While our contractual arrangements with LUKOIL
provide us with certain rights, including the right to appoint Board representatives (we
currently appoint one of eleven LUKOIL directors), we do not exercise control over the
day-to-day operations of LUKOIL. Since we do not control the day-to-day business affairs of
LUKOIL, ConocoPhillips cannot preclude LUKOIL from engaging in business activities,
including those noted by the Staff in the referenced articles.

    A review of LUKOIL’s audited consolidated financial statements and its accompanying
management’s discussion and analysis of financial condition and results of operations, do
not indicate that the transactions described in the SEC’s comments from third-party news
articles, assuming such third-party reports are accurate, are material to LUKOIL’s financial
condition or results of operations. We would note in this context over 90 percent of
LUKOIL’s proved reserves at year-end 2009 were located in Russia, and LUKOIL’s recent
announcement of their withdrawal from the Anaran project in Iran and the associated $63
million impairment recorded in their consolidated financial statements for the year ending
December 31, 2009.

    We believe the limited scope of LUKOIL’s activity in the countries referenced in the
Staff’s comments, the size of our LUKOIL investment relative to our overall portfolio, and
our lack of control over the day-to-day business affairs of LUKOIL make any such activity
quantitatively and qualitatively immaterial to ConocoPhillips. Accordingly, we did not
include disclosure of this activity in our 2008 or 2009 Form 10-K’s.

U.S. Securities and Exchange Commission

April 15, 2010

Page 4

Business and Properties

Segment and Geographic Information

Alaska, page 3

    4.

    We note your disclosure which indicates that you are engaged in enhanced recovery activities.
Please tell us and disclose if material, your accounting policy relative to enhanced recovery
activities, including your accounting for such costs during each stage of a projects
development. Provide us with a summary of your accounting conventions by type of injected
material such as CO2, nitrogen, water, etc. Clarify the stage of a project’s lifecycle that
your accounting for injected materials may change.

    Response: The use of enhanced recovery methods is typically capital-intensive and
there can be an extended period of time between the first investment in enhanced recovery
and the additional production resulting from those activities. Costs associated with
enhanced recovery facilities, equipment and injection wells are expected to provide a future
benefit and are therefore capitalized as development costs and then amortized on a
unit-of-production basis.

    Typically, the cost of the injected material (injectants) recurs over the property’s
productive life and is not recoverable, or has no value other than as an injectant, and
therefore is expensed as incurred. However, we do use some hydrocarbon miscible injectants
(e.g., natural gas and natural gas liquids) that are partially recoverable. In this
situation, if the recoverable portion of hydrocarbon miscible injectants can be reliably
determined, and is significant, we record the recoverable portion as a long-term deferred
charge. The deferred charges are recorded on a weighted-average cost method. At the end of each reporting period, an assessment is
made to determine the volume of hydrocarbon injectants that ultimately will be recovered.
If that volume estimate increased from the last reporting period, the increment to the
deferred charge account is costed at the average purchase/production cost of the hydrocarbon
injectants for the period. If the recoverable volume estimate has decreased since the last
reporting period, the decrement to the deferred charge account will be costed using the
weighted average cost of the account at the beginning of the reporting period. The cost of
injecting the injectants into the reservoir is treated as a current period expense. Also
note that production statistics and reserves exclude volumes of recovered purchased
injectants whether sold or reinjected.

    We do not believe the amounts associated with the above described activity are material
enough to warrant revisions to our existing accounting policy disclosures.

Legal Proceedings, page 26

    5.

    We note your description of the compliance issues related to Benzene Waste Operations
National Emission Standard for Hazardous Air Pollutants requirements at your Trainer,
Pennsylvania and Borger, Texas, facilities. You state that the U.S. Department of Justice
made an initial penalty demand as part of confidential settlement negotiations. Please
disclose the amount of the penalty demand or explain your basis for omitting it.

U.S. Securities and Exchange Commission

April 15, 2010

Page 5

    Response: With respect to the compliance issues related to the Benzene Waste
Operations National Emission Standard for Hazardous Air Pollutants at our facilities in
Trainer, Pennsylvania, and Borger, Texas, the proposed penalties in question are currently
part of ongoing settlement negotiations and thus strictly confidential under the Federal
Rule of Evidence 408. However, we do not anticipate the settlement of either demand to be
material. When the final penalty amounts are determined, we will disclose those amounts in
Legal Proceedings in a future filing.

Critical Accounting Estimates

Oil and Gas Accounting, page 62

    6.

    We note your disclosure that the acquisition of geological and geophysical seismic
information prior to the discovery of proved reserves is expensed as incurred. Please explain
to us and disclose your accounting convention for seismic costs, subsequent to the
determination of proved reserves and the reason you believe your policy is appropriate.
Please refer to ASC 932-720-25-1 for guidance.

    Response: The guidance in ASC 932-720-25-1 originated from SFAS No. 19 and at
that time geological and geophysical activities were commonly aligned with exploration
activities covering undeveloped areas with no proved reserves. However, as enhanced
recovery methods have advanced over the past thirty years, it has become common to use
seismic surveys to optimize the placement of development wells and injection wells within a
proved area. For example, four-dimensional seismic provides subsurface analysis on proved
acreage to better understand changes in the reservoir over time and this information is used
to increase total recoverability. Such activities are aligned with development activities
and it is standard industry practice to capitalize such costs, as they enhance a future
benefit by optimizing the recoverability of a proved area. All seismic expenses that are
not development in nature are expensed as incurred. Any seismic survey costs related to
both unproved and proved acreage are allocated between exploration expense and development
capital based on the surface areas.

    We do not believe the amounts associated with the above described activity are material
enough to warrant revisions to our existing accounting policy disclosures.

Financial Statements

Note 6 — Investments, Loans and Long-Term Receivables

Lukoil, page 89

    7.

    We note your disclosure that indicates you have estimated amounts of your equity in earnings
from your investment in Lukoil. We also note your responses dated April 14, 2008 and June 20,
2008 to comment number four in our letter dated March 31, 2008. Please update us as to the
quantitative impact of your estimate to actual true-up related to your equity in earnings
of Lukoil for each quarterly and annual period since the first quarter of fiscal 2008 through
the first quarter of fiscal 2010. Additionally, please tell us how you considered
specifically disclosing the quantitative impact of the estimate to actual adjustment process
on your fiscal 2009 results.

U.S. Securities and Exchange Commission

April 15, 2010

Page 6

    Response: The table below indicates the estimate-to-actual adjustment for each
quarterly and annual period since the first quarter of 2008. Other than the fourth quarter
amounts, which are
not applicable to periods reported in Forms 10-Q and 10-K, all estimate-to-actual
adjustments shown below have been disclosed in Form 10-Q or Form 10-K filings.

    ConocoPhillips’

    Percent of

    Consolidated

    Estimate-to-

    Consolidated

    Reporting

    Net Income

    Actual

    Net Income

    Period

    (Loss)*

    Adjustment

    (Loss)**

    ($ Million

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

DIVISION OF
CORPORATION FINANCE

         April 1, 2010   Mr. Sigmund L. Cornelius Chief Financial Officer ConocoPhillips 600 North Dairy Ashford Houston, TX 77079
 Re: ConocoPhillips
  Form 10-K for the Fiscal Year Ended December 31, 2009
Filed  February 25, 2010
  File No. 1-32395

 Dear Mr. Cornelius:
We have reviewed Parts I, II and IV of your filing and have the following
comments.  Please provide a written response to our comments.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.      Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for Fiscal Year Ended December 31, 2009

General
1. We note that your Form 10-K no longer includes disclosure about your crude oil
purchases from Syria or Lukoil’s activities in Iran.  Please advise.  In this respect, we note as discussed below substantial activities by Lukoil in Iran and information in a recent New York Times article that a Company spokesman confirmed that you profit from Lukoil’s Iran-related business.

Mr. Sigmund L. Cornelius
ConocoPhillips
April 1, 2010 Page 2

2. We note a March 2010 New York Times article discussing companies that do business with both the U.S. government and Iran.  We note that the Company is on the list because of Lukoil doing business with Iran, having a contract with an Iranian oil company to develop an oil project in Uzbekistan and selling gasoline to Iran.  We also note a public March 2010 letter to the President from several Congressmen stating that companies including Lukoil are likely in violation of the Iran Sanctions Act.  We also note recent news articles reporting Lukoil Iranian contacts including agreements with Iran’s National Iranian Oil Co. to develop oil fields, an agreement with an Iranian company for oil exploration in Uzbekistan, and Iran-based subsidiary.  We also note news articles relating to Lukoil selling gas to the Syrian state oil company, Sytrol, and considering using a Cuban refiner to process crude from Russia.  Finally, we note a recent article that states that you and Lukoil make purchases from a Syrian refinery.
Please describe to us the nature and extent of your contacts with Iran, Syria and
Cuba, whether through Lukoil, subsidiaries, resellers, distributors or other direct or indirect arrangements.  Your response should describe any services or products you have provided to those countries directly or indirectly, and any agreements, commercial arrangements, or other direct or indirect contacts you have had with the governments of those countries or entities controlled by those governments.
 3. Please discuss the materiality of any contacts with Iran, Syria or Cuba described in response to the foregoing comment and whether those contacts constitute a material investment risk for your security holders.  You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years.  Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value.  As you may be aware, various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism. Your materiality analysis should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Iran, Syria or Cuba, and should  address specifically the recent publicity the company has received because of Lukoil’s contacts with these countries.

Mr. Sigmund L. Cornelius
ConocoPhillips
April 1, 2010 Page 3

Business and Properties
 Segment and Geographic Information

 Alaska, page 3

 4. We note your disclosure which indicates that you are engaged in enhanced recovery activities.  Please tell us and disclose if material, your accounting policy relative to enhanced recovery activities, including your accounting for such costs during each stage of a projects development.  Provide us with a summary of your accounting conventions by type of injected material such as CO2, nitrogen, water, etc.  Clarify the stage of a project’s lifecycle that your accounting for injected materials may change.
 Legal Proceedings, page 26

5. We note your description of the compliance issues related to Benzene Waste
Operations National Emission Standard for Hazardous Air Pollutants requirements at your Trainer, Pennsylvania and Borger, Texas, facilities.  You state that the U.S. Department of Justice made an initial penalty demand as part of confidential settlement negotiations.  Please disclose the amount of the penalty demand or explain your basis for omitting it.
 Critical Accounting Estimates

 Oil and Gas Accounting, page 62

 6. We note your disclosure that the acquisition of geological and geophysical seismic information prior to the discovery of proved reserves is expensed as incurred.  Please explain to us and disclose your accounting convention for seismic costs, subsequent to the determination of proved reserves and the reason you believe your policy is appropriate.  Please refer to ASC 932-720-25-1 for guidance.
 Financial Statements

 Note 6 – Investments, Loans and Long-term Receivables

 Lukoil, Page 89

 7. We note your disclosure that indicates you have estimated amounts of your equity in earnings from your investment in Lukoil.  We also note your responses dated April 14, 2008 and June 20, 2008 to comment number four in our letter dated

Mr. Sigmund L. Cornelius
ConocoPhillips
April 1, 2010 Page 4

March 31, 2008.  Please update us as to the quantitative impact of your estimate to actual true-up related to your equity in earnings of Lukoil for each quarterly and annual period since the first quarter of fiscal 2008 through the first quarter of fiscal 2010.  Additionally, please tell us how you considered specifically disclosing the quantitative impact of the estimate to actual adjustment process on your fiscal 2009 results.
 8. Please tell us how you have considered the requirements to provide audited financial statements under Rule 3-09 of Regulation S-X relative to your investment in Lukoil.  Please note that we believe that the significance tests required by Rule 3-09(a) of Regulation S-X should be performed for each year
presented in your financial statements.  Additionally, if significance is met for any year presented, then financial statements for all three years required by Rules 3-01 and 3-02 of Regulation S-X must be pr esented, but only those years that are
significant need be audited.  If financial statements are necessary, please tell us and provide disclosure of when you anticipate filing an amended 10-K that will include such financial statements.
 Engineering Comments

 Notes to Consolidated Financial Statements

 Oil and Gas Operations, page 137

 9. We note your statement, “Our estimated year-end 2009 reserves related to our equity investment in LUKOIL are based on LUKOIL’s year-end 2009 reserve estimates and include adjustments to conform them to ConocoPhillips reserves policy.”  LUKOIL’s February 19, 2010 press release presents it January 1, 2010 proved reserves as 17.5 billion barrels of oil equivalent.  Application of your 20 percent share in LUKOIL (page 1) results in 3.5 billion BOE net to your ownership.  This appears inconsistent with your year-end 2009 Russian proved reserves of 2.055 billion BOE.  Please reconcile this difference for us.
 10. We note your disclosure that you have applied the 12 month average price for determination of economic producibility of reserves.  Please explain the procedures you used to arrive at these reserve determination average prices.  Include illustrations with figures that correspond to those you used for proved reserves attributed to the Bayu-Undan Field and to the Lobo Trend in South Texas.  Please explain whether you treat transportation costs as a lease operating expense or a price reduction.

Mr. Sigmund L. Cornelius
ConocoPhillips
April 1, 2010 Page 5

Proved Undeveloped Reserves, page 146
 11. We note your statement that the net additions of proved undeveloped reserves were 52%, 156% and 77% of your total net additions in 2009, 2008 and 2007, respectively.  Please expand this to disclose also the actual figures for these PUD reserves additions.  Include material changes in PUD reserves due to revisions, drilling, improved recovery and acquisitions/divestments.
 Proved Undeveloped Reserves, page 147

 12. We note your statement that a material portion of the Athabascan SAGD oil sands proved reserves will remain undeveloped for more than 5 years.  Please explain to us the factors that limit the pace of development of these projects.  You may refer to the concepts presented in our Compliance and Disclosure Interpretations that are relevant to project development:  Items 108.01 and 131.03 through 131.06.  C&DI are available at www.sec.gov/di visions/corpfin/guidance/oilandgas-
interp.htm.
 Acreage at December 31, 2009, page 156

 13. In part, paragraph (b) of Item 1208 of Regulation S-K requires the disclosure of the minimum remaining terms of leases and concessions for material acreage concentrations.  With a view toward disclosure, please explain the steps you will take to comply with Item 1208.
 Closing Comments

Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.    We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

Mr. Sigmund L. Cornelius
ConocoPhillips April 1, 2010 Page 6

‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing;
‚ staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.
You may contact Kevin Stertzel at (202) 551-3723, or Mark Shannon, Branch
Chief, at (202) 551-3299 if you have questions regarding comments on the financial statements and related matters.  You may contact Ron Winfrey, Petroleum Engineer, at (202) 551-3704 with questions about engineering comments.  Please contact Norman Gholson at  (202) 551-3237, or me at (202) 551-3740 with any other questions.
         S i n c e r e l y ,
H. Roger Schwall Assistant Director

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        October 9, 2008

Mr. James J. Mulva
Chairman of the Board of Directors and Chief Executive Officer ConocoPhillips 600 North Dairy Ashford Houston, TX 77079
 Re: ConocoPhillips
  Form 10-K for Fiscal Year Ended December 31, 2007
Filed February 22, 2008 Response Letter Dated July 22, 2008
  File No. 001-32395

Dear Mr. Mulva:
We have completed our review of your Form 10-K and related filings, and have
no further comments at this time.          S i n c e r e l y ,            Karl Hiller         B r a n c h  C h i e f

CORRESP
1
filename1.htm

corresp

FOIA Confidential Treatment Request

July 22, 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

Response letters dated April 14, 2008, and June 20, 2008

File No. 001-32395

Dear Mr. Schwall:

Our responses to the comments raised in your letter dated July 8, 2008, are set forth below. The
Staff’s comments are shown in bold followed by our responses.

Pursuant to Rule 418 promulgated under the Securities Act of 1933, as amended, and Rule 12b-4
promulgated under the Securities Exchange Act of 1934, as amended, the supplemental information
provided in response to Comment 2 below is being provided to the Staff on a confidential,
supplemental basis only and is not to be filed with or deemed part of ConocoPhillips’ Form 10-K for
the year ended December 31, 2007, or any amendment thereto. Pursuant to Rule 418(b) and Rule
12b-4, we request that the supplemental information provided in response to Comment 2 below be
returned by registered mail to ConocoPhillips promptly following completion of your review.

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.
This request for confidential treatment relates solely to the supplemental information provided in
paper format to the Staff (Mr. James Murphy, Petroleum Engineer) under separate cover letter, in
response to Comment 2 below.

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 read your response to prior comment 1(b), regarding your disclosure of reserve replacement
ratios that are based on combined reserve measures which are not allowed in tabulating your
reserve information under SFAS 69. Although these other disclosures may

Confidential Treatment Requested by ConocoPhillips

U.S. Securities and Exchange Commission

July 22, 2008

Page 2

    allow readers to recalculate reserve replacement ratios on an uncombined basis, or to
determine the extent to which proved reserves that have been added are either proved
developed or proved undeveloped reserves, we believe your related disclosures in MD&A and
elsewhere in the filing should also include the reserve replacement ratios based on the
reserve information that is presented in your SFAS 69 disclosure, that is, including your
share of reserves of proportionately consolidated entities, but excluding reserves held by
other equity method investees, for proper balance and transparency.

    Additionally, your response to prior comment 1(e) indicates that in presenting a three-year
reserve replacement ratio, rather than a one-year reserve replacement ratio, you avoid
having a significant reserve change in one year mask the long-term trend. We believe
additional disclosure of the disaggregated reserve replacement ratios by year, which you
provided in response to prior comment 1(c), would likewise avoid having disclosure of only
the long-term trend mask specific annual results.

    Response: In response to the Staff’s comment, we confirm that in future filings, as
a supplement to our disclosure of a combined reserve replacement ratio, we will provide a
reserve replacement ratio calculated using our share of reserves of proportionately
consolidated entities and excluding reserves held by equity-method investees. In addition,
we also confirm we will provide a one-year reserve replacement ratio to supplement our
disclosure of a three-year ratio.

Engineering Comments

General

    2.

    We have reviewed your response to prior comment 10 and have reviewed the reserve disclosure
that you cite. We are requesting the reserve report which supports and documents those
volumes for your consolidated operations. Please provide us with the annual production and
cash flow estimates for each proved reserve classification for each geographic area and for
total proved reserves. Also provide us with the one-line summaries of all your individual
wells or properties. We re-issue our prior comment 10.

    Response: By separate transmission directly to Mr. James Murphy, we are providing
our 2007 Year-End Worldwide Reserves Review. This document provides substantial detail
supporting the proved reserves volumes contained in our 2007 Form 10-K, and is the document
reviewed with our executive management prior to inclusion of the reserve information in our
Form 10-K. As such, this document contains information which we believe is responsive to
the Staff’s inquiry, as well as other data that we have not redacted. As detailed in the
separate cover letter transmitting this document to Mr. Murphy, we are requesting
confidential treatment of this information and that it be returned to ConocoPhillips under
the guidelines in Rule 418(b) under the Securities Act of 1933, as amended, and Rule 12b-4
under the Securities Exchange Act of 1934, as amended.

    We respectfully submit that the Staff’s request for annual production and cash flow
estimates for each proved reserve classification is not available, as ConocoPhillips does
not develop this data for internal use, and we are not aware of any external reporting
requirement that would require us to disaggregate our Standardized Measure of Discounted
Future Net Cash Flow data in this way. However, to be responsive to the Staff’s request, we
are providing (in the separate transmission to Mr. Murphy) a more detailed view of our
Standardized Measure data for each geographic area used in the Form 10-K. This schedule
includes future production forecasts and cash flow estimates for each year into the future
and in total.

Confidential Treatment Requested by ConocoPhillips

U.S. Securities and Exchange Commission

July 22, 2008

Page 3

    Although it is unclear what data is being requested in the one-line summaries, we also
respectfully submit that this request at an individual well or property level would be so
voluminous that its usefulness for any meaningful analysis would be limited. Alternatively,
we believe the Worldwide Reserves Review document being provided to Mr. Murphy, which does
contain field-level reserves data, will assist the Staff in analyzing the supporting data
behind our proved reserve disclosures.

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

Confidential Treatment Requested by ConocoPhillips

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        July 8, 2008

Mr. James J. Mulva
Chairman of the Board of Directors, President  and Chief Executive Officer ConocoPhillips 600 North Dairy Ashford Houston, TX 77079
 Re: ConocoPhillips
  Form 10-K for Fiscal Year Ended December 31, 2007
Filed February 22, 2008 Response Letter Dated April 14, 2008 and June 20, 2008
  File No. 001-32395

Dear Mr. Mulva:
We have reviewed your filing and response letters, and have the following
additional comments.  Please provide a written response to our comments.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.    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 read your response to prior comment 1(b), regarding your disclosure of reserve replacement ratios that are based on combined reserve measures which are not allowed in tabulating your reserve information under SFAS 69.  Although these other disclosures may allow readers to recalculate reserve replacement ratios on an uncombined basis, or to determine the extent to which proved reserves that have been added are either proved developed or proved undeveloped reserves, we believe your related disclosures in MD&A and elsewhere in the filing should also include the reserve replacement ratios based on the reserve information that is presented in your SFAS 69 disclosure, that is, including your share of reserves of proportionately consolidated entities, but excluding reserves held by other equity method investees, for proper balance and transparency.

Mr. James J. Mulva
ConocoPhillips July 8, 2008 Page 2

 Additionally, your response to prior comment 1(e) indicates that in presenting a three-year reserve replacement ratio, rather than a one-year reserve replacement ratio, you avoid having a significant reserve change in one year mask the long-term trend.  We believe additional disclosure of the disaggregated reserve replacement ratios by year, which you provided in response to prior comment 1(c), would likewise avoid having disclosure of only the long-term trend mask specific annual results.
 Engineering Comments

 General

 2. We have reviewed your response to prior comment 10 and have reviewed the reserve disclosure that you cite.  We are requesting the reserve report which supports and documents those volumes for your consolidated operations.  Please provide us with the annual production and cash flow estimates for each proved reserve classification for each geographic area and for total proved reserves.  Also provide us with the one-line summaries of all your individual wells or properties.  We re-issue our prior comment 10.
 Closing Comments

 Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.   You may contact Donald F. Delaney, at (202) 551-3863, or Karl Hiller, Branch Chief, at (202) 551-3686, if you have questions regarding comments on the financial statements and related matters.  You may contact James Murphy, Petroleum Engineer, at (202) 551-3703, with questions about engin eering comments.  Please contact Donna
Levy, at (202) 551-3292 or me, at (202) 551-3740, with any other questions.          S i n c e r e l y ,            H .  R o g e r  S c h w a l l          A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

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

CORRESP
1
filename1.htm

corresp

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.

CORRESP
1
filename1.htm

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        March 31, 2008

Mr. James J. Mulva
Chairman of the Board of Directors, President  and Chief Executive Officer ConocoPhillips 600 North Dairy Ashford Houston, TX 77079
 Re: ConocoPhillips
  Form 10-K for Fiscal Year Ended December 31, 2007
Filed February 22, 2008
  File No. 001-32395

 Dear Mr. Mulva:
We have reviewed your filing and have the following comments.  Please provide
a written response to our comments.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.     Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

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:

Mr. James J. Mulva
ConocoPhillips
March 31, 2008 Page 2

(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.
 (b) The extent to which the proved reserves that have been added are either
proved developed or proved undevel oped; 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.

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).

Commercial Paper and Credit Facilities, page 72

Mr. James J. Mulva
ConocoPhillips
March 31, 2008 Page 3

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 exhibit pursuant to Item 601(b)(10) of Regulation S-K.
 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 for each quarterly period; and any disclosures that you propose to further clarify the nature of the adjustments.
 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 had 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.

Mr. James J. Mulva
ConocoPhillips
March 31, 2008 Page 4

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, preservati on 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 in FIN 14, and paragraphs 8(b)  and 32 of SFAS 5 did not apply to you,
under the circumstances.  Provide us with a schedule showing the extent to which your interests would have been conveyed in order for PDVSA to secure the 60% level of control, which we understand was the objective of the Nationalization Decree.  Advise us of the terms of compensation offered for your interests and any changes arising during the negotiations, specifying the corresponding dates of the initial offer and subsequent discussions.
6. We note you indicate that you classified the proved reserves related to your Petrozuata, Hamaca and Corocoro ventures in Venezuela as a “sale” in your subsequent reserves disclosures.  Please tell us why you concluded that these reserves should be characterized as a sale, rather than something more descriptive as to the actual nature of and reason for their removal from your reserves, and indicate the portion of these reserves you would have retained had you opted to participate in the joint ventures with PDVSA.
 Note 14 – Asset Retirement Obligations and Accrued Environmental Costs, page 133

 7. We see from your disclosure that you continue to exclude “market-risk premium” from your measurement of asset retirement obligations, stating that no examples exist of credit-worthy parties willing to assume such risk.  We also note that, in your recent acquisition of Burlington Resources, you assumed certain asset retirement obligations, determining a fair value for such obligations as part of your purchase price allocation.  Accordingly, considering your recent acquisition and corresponding valuation determination of the assumed asset retirement obligations, please tell us how you determined that excluding a market-risk premium from your periodic measurements is consistent with the guidance in paragraphs B22 and B23 of FIN 47, if that is your view.

Mr. James J. Mulva
ConocoPhillips
March 31, 2008 Page 5

Note 16 – Joint Venture Acquisition Obligation, page 138
 8. You disclose that you are obligated to contribute $7.5 billion, plus accrued interest, to a portion of the business venture that was formed with EnCana Corporation.  We understand from other corresponding disclosures in your filing, that your joint venture partner is responsible for a similar corresponding obligation.  However, you also state that 50% of your interest payments are reflected as an additional capital contribution, and classified as an investing activity in your statement of cash flows.  Please tell us why you believe that 50% of your interest expense associated with your required funding should be characterized as additional capital contribution, rather than being reflected entirely as interest expense.
 Note 18 – Contingencies and Commitments, page 140

 9. You state that for “all known non-income tax related contingencies,” you do not reduce accrued contingent liabilities for potential insurance or third-party recoveries.  However, in regard to acquisition-related indemnifications, you state that you have not recorded accruals for any potential contingent liabilities, the payment of which you would expect to recover from prior owners under such indemnifications.  While we see that you use the term “potential” when referring to liabilities for which you may be indemnified, we presume the point of your disclosure is to address the accounting for liabilities of this type otherwise assessed as probable.  Tell us how you concluded that each of these types of third-party recoveries should be accounted for differently under SFAS 5.
Engineering Comments

 General

 10. Please provide us with a copy of your reserve report as of December 31, 2007.  Please provide this on electronic media, such as CD-ROM, if possible.  If you would like this information to be returned to you, please follow the guidelines in Rule 12b-4 under the Exchange Act of 1934.  See also Rule 83 under the Freedom of Information Act if you wish to request confidential treatment of that information.  Please send the report to James Murphy at mail stop 7010.

Mr. James J. Mulva
ConocoPhillips
March 31, 2008 Page 6

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 48
 Results of Operations, page 53

 Segment Results – E&P, page 57

   11. Please tell us if your reported average production costs include production taxes.
 Critical Accounting Estimates, page 86

 Oil and Gas Accounting, page 86

 Proved Oil and Gas Reserves and Canadian Syncrude Reserves, page 87

 12. You state that regarding the LUKOIL reserves, the reserves you report are based on the estimates prepared by LUKOIL but then reviewed by you and adjusted to comply with your internal reserve governance policies.  Tell us for each of the last three years how much you adjusted the LUKOIL reserves, in which direction, and for what reasons.
 Average Sales Price, page 185

 13. We note the disclosure that the average sales price of oil from Canada in 2007 was $61.77 per barrel, which we assume is for your conventional oil and gas operations.  Please tell us what your average price of bitumen was in 2007 and where in the filing this was disclosed.
   Closing Comments

 Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.

Mr. James J. Mulva
ConocoPhillips March 31, 2008 Page 7

   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing;
‚ staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.     You may contact Donald F. Delaney, at (202) 551-3863, or Karl Hiller, Branch Chief, at (202) 551-3686, if you have questions regarding comments on the financial statements and related matters.  You may contact James Murphy, Petroleum Engineer, at (202) 551-3703, with questions about engin eering comments.  Please contact Donna
Levy, at (202) 551-3292 or me, at (202) 551-3740, with any other questions.          S i n c e r e l y ,             H .  R o g e r  S c h w a l l          A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
   Mail Stop 7010
March 28, 2008
 By U.S. Mail and facsimile

 Ms. Janet Langford Kelly Senior Vice President, Gene ral Counsel and Secretary
ConocoPhillips 600 North Dairy Ashford Houston, Texas 77079
Re: ConocoPhillips  Preliminary Proxy Statement on Schedule 14A
Filed March 20, 2008
  File No. 1-32395
Dear Ms. Kelly:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

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 ch arter and bylaws: (1 ) declassifying your
board of directors; (2) allowing director s to be removed without cause; and (3)
allowing vacancies on the Board to be filled by stockholders if no directors

Ms. Janet Langford Kelly
ConocoPhillips
March 28, 2008 Page 2
remain in office.  Revise your proxy statement and proxy card accordingly so that these matters may be separately cons idered and voted upon by your stockholders.

Description of Amendment Generally, page 13

2. You state that you believe th at “the annual election of directors would increase
the Board’s accountability to stockholders .”  Expand your discussion to explain
how declassification would incr ease the Board’s accountability.
 Filling of Director Vacanc ies by Stockholders, page 13

3. You state that the proposed amendments to your restated certifi cate of incorporation
and bylaws will provide for th e 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.

 Closing Comments

 As appropriate, please amend your proxy statement in response to these
comments. You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United

Ms. Janet Langford Kelly
ConocoPhillips March 28, 2008 Page 3
States.
 In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
Please contact Donna Levy at 202-551-3292 or, in her absence, me at 202-551-
3745 with any questions.
Sincerely,

H. Roger Schwall
       A s s i s t a n t  D i r e c t o r
cc:   Nathan Murphy (by facsimile, 281-293-4111)
  D. Levy

February 21, 2008
Mail Stop 7010
By U.S. Mail and facsimile to (281)293-1054

James J. Mulva Chairman, President and Chief Executive Officer ConocoPhillips Corporation 600 North Dairy Ashford,  Houston, Texas  77079
 Re:  ConocoPhillips Corporation  Definitive Proxy Statement on Schedule 14A   Filed April 2, 2007
File No. 001-32395
 Dear Mr. Mulva:   We have completed our review of your executive compensation and related
disclosure, and we have no further comments at this time.
  Please note that the company is responsib le for the adequacy and accuracy of the
disclosure in its filing.  We  are not approving any proposed  disclosure you may have
included in your response letters  or any disclosure you includ e in your future filings in
response to our comments.

If you have any further questions regardi ng our review of your filing, please call
me at (202) 551-3687.           S i n c e r e l y ,            C a r m e n  M o n c a d a - T e r r y           A t t o r n e y  A d v i s o r

CORRESP
1
filename1.htm

corresp

January 18, 2008

Via EDGAR

Mail Stop 7010

Ms. Carmen Moncada-Terry

Attorney Advisor

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    ConocoPhillips

Definitive Proxy Statement on Schedule 14A

Filed April 2, 2007

File No. 001-32395

Dear Ms. Moncada-Terry:

Our response to the comment raised in your letter dated December 12, 2007, is set forth below. The
Staff’s comment is shown in bold, followed by our response.

Compensation Decisions, page 29

    1.

    We note your response to prior comment 7. Therefore, we reissue the comment. It still
appears that you take into account specific items of corporate performance and individual
performance in setting compensation policies and making compensation decisions.

Response: In setting compensation policies and making compensation decisions for
our named executive officers, we confirm that the Compensation Committee takes into account
specific items of corporate and individual performance. Our October 12, 2007, response to
the original comment 7 attempted to clarify that, although individual and corporate
performance are taken into account in setting compensation policies and making compensation
decisions, there are no formulaic performance targets which, if achieved, result in any
predetermined payments to our named executive officers.1 Since we do not utilize
formulaic performance measures, our response was intended to clarify that we cannot disclose
any quantitative or qualitative performance targets because we do not have any such
formulaic measures to disclose. We do acknowledge and confirm that in future filings we
will disclose the extent to which we take into

    1

    As indicated in our October 12, 2007, response to
original comment 1 of the Staff’s August 21, 2007, letter, as noted on page 21
of our 2007 Proxy Statement and in footnote 5 to the Summary Compensation
Table, the Compensation Committee seeks to preserve tax deductions under
section 162(m) of the Internal Revenue Code for executive compensation to the
extent consistent with the Committee’s determination of compensation
arrangements necessary and appropriate to foster achievement of our business
goals.

account specific items of corporate and individual performance in setting compensation
policies and making compensation decisions where such disclosure is material to an
understanding of prior year compensation of our named executive officers.

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

CORRESP
1
filename1.htm

corresp

December 20, 2007

Via EDGAR

Mail Stop 7010

Ms. Carmen Moncada-Terry

Attorney Advisor

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    ConocoPhillips

Definitive Proxy Statement on Schedule 14A

Filed April 2, 2007

File No. 001-32395

Dear Ms. Moncada-Terry:

On behalf of ConocoPhillips (the “Company”), I refer to the letter from the staff of the
Division of Corporation Finance of the Securities and Exchange Commission dated December
12, 2007, containing comments regarding the above-referenced filing.

As discussed with you on December 20, 2007, the Company has requested additional time to
file its response in order to allow its Compensation Committee adequate opportunity to
review the Company’s response to the Commission’s comment letter. As a result, the Company
plans to provide a response to the Commission on or before January 25, 2008. Thank you for
this courtesy.

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

    Very truly yours,

CONOCOPHILLIPS

    /s/ Nathan P. Murphy

    Nathan P. Murphy

    Senior Counsel

CORRESP
1
filename1.htm

corresp

October 12, 2007

Via EDGAR

Mail Stop
7010

Ms. Mellissa Campbell Duru

Attorney Advisor

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    ConocoPhillips

Definitive Proxy Statement on Schedule 14A

Filed April 2, 2007

File No. 001-32395

Dear Ms. Duru:

Our responses to the comments raised in your letter dated August 21, 2007, are set forth below.
The Staff’s comments are shown in bold, followed by our responses.

Compensation Discussion and Analysis, page 17

Option Pricing, page 22

    1.

    We direct you to Item 402(b)(2)(vi) of Regulation S-K. We note that the Compensation
Committee may exercise discretion in assessing the performance of the company and/or its
executives. On page 23, for example, you disclose that the corporate performance of the
company is measured at the end of a performance period by the compensation committee, but that
such evaluation is “subjective.” With respect to options, we note that the compensation
committee may adjust the number of options granted by 30% either above or below target each
year. Similarly, in the discussion of performance share awards, you disclose that the
compensation committee maintains the “final discretion to adjust compensation in accordance
with any unique circumstances that may arise...” Please revise your disclosure to provide
context to your discussion and clarify when and why such discretion is exercised. For
example, using the named executive officers, demonstrate how across the various elements of
compensation awarded, the compensation committee has exercised its discretion.

Response: Our executive compensation program has four primary components (Base
Salary, the Variable Cash Incentive Program, the Stock Option Program and the Performance
Share Program) which are intended, collectively, to compensate and create incentives for our
executives with respect to past, current and future performance. The Compensation Committee
seeks to set

U.S. Securities and Exchange Commission

October 12, 2007

Page 2

total target compensation for a given year at approximately the 50th percentile
of the relevant peer group for a given position. In this context, and taking account of
industry benchmarks, job complexity and other factors, such as relative and absolute
performance and time in position, an executive’s base salary is determined within the
ConocoPhillips salary grade structure. Annual option grants under the Stock Option Program
are expressed as a percentage of base salary. Although the Committee retains discretion to
adjust awards under the Stock Option Program by 30%, it does not generally intend to
exercise this discretion, and did not do so in 2006. In the context of our Variable Cash
Incentive Program and the Performance Share Program, performance measures1 are
established under which performance is evaluated; however, actual compensation under our
performance-based programs is not mandated by attainment of specified performance levels.
Rather, all employees are informed of the performance measures that will be used to evaluate
their performance for a given period, such as relative annual total stockholder return, but
also understand that no given performance under those measures will entitle them to any
guaranteed resulting payments under these programs. Accordingly, these are not plans where
the Committee has retained discretion to alter payouts from a predetermined award amount or
formula; rather they are plans where the award itself is a function of the Committee’s
exercise of discretion in assessing Company, business unit and individual
performance.2 When exercising discretion under the Company’s performance-based
programs, the Compensation Committee gives great weight to the Company’s performance under
the applicable measures but also considers the impact of intervening events affecting the
Company’s performance and any other factors it deems relevant. The Committee seeks to
evaluate the quality of the Company’s performance and the contribution of the individual to
that performance.

Individual adjustments for senior officers (including our named executive officers) are
approved by the Compensation Committee, based, in part, on the chief executive officer’s
subjective assessment of the individual’s performance (other than for himself). The chief
executive officer’s subjective assessment of individual performance for the named executive
officers is informed by a review of corporate, business unit and individual performance and
contributions for the relevant performance periods, as well as, in the case of adjustments
to base salary for the upcoming year, competitive survey data. Following this review, the
chief executive officer prepares recommendations for base salary increases and payouts under
our performance-based compensation programs for completed performance periods for each of
our senior officers (including our named executive officers). The chief executive officer
then reviews his recommendations with the Compensation Committee and shares his rationale
for such recommendations. The recommendations are then subject to the Committee’s final
approval. The Committee approves the chief executive officer’s recommendations for the
other named executives if it agrees with his assessment of each individual’s performance and
contribution. The chief executive officer’s individual adjustment, if any, is determined by
the Compensation Committee taking into account the prior review of his performance conducted
jointly by the Compensation Committee and the Committee on Directors’ Affairs, and includes
input from the Committee’s external compensation consultant.

    1

    In our CD&A, we sometimes use the phrases
“performance target” and “performance measures” interchangeably. We did not
mean to imply, by the use of the word “target,” that we have formulaic
performance goals that, if accomplished, result in a pre-defined compensation
level being dictated.

    2

    As noted on page 21 of our 2007 Proxy
Statement and in footnote 5 to the Summary Compensation Table, the Compensation
Committee seeks to preserve tax deductions under section 162(m) of the Internal
Revenue Code for executive compensation to the extent consistent with the
Committee’s determination of compensation arrangements necessary and
appropriate to foster achievement of our business goals.

U.S. Securities and Exchange Commission

October 12, 2007

Page 3

In order to provide context to our discussion of the awards to named executive officers, we
have included a section within the CD&A entitled “Compensation Decisions” beginning on page
29 of the 2007 Proxy Statement which describes, in tabular format, the compensation awards
made to each of our named executive officers for performance periods ending in 2006
juxtaposed with the original targets set by the Compensation Committee. To the extent we
believe additional context in future filings is material information that is necessary to an
understanding of our compensation policies and decisions regarding our named executive
officers, we will revise our filings to provide additional context regarding situations in
which the Compensation Committee has exercised discretion.

    2.

    Giving consideration to the above comment, also clarify disclosure on page 26 in which you
indicate that certain awards may be withdrawn “should circumstances arise that merit such
action.” If any of the named executive officers have been subject to awards being reduced or
withdrawn, please disclose the circumstances in which this occurred. Alternatively, please
supplement your disclosure to clarify the circumstances that would generally merit such
discretion being exercised by the compensation committee. See also Instruction 2 to Item
402(b) of Regulation S-K.

Response: No named executive officers have been subject to reductions or
withdrawals of prior payouts of restricted stock, restricted stock units or stock options
awards. Circumstances meriting such withdrawal are determined at the discretion of the
Compensation Committee, but could potentially include a material restatement or change in
reported financial results for past periods, or indicators of malfeasance by an executive,
although there have been no such instances at ConocoPhillips. We confirm we will revise our
disclosure in future filings to clarify the circumstances that we anticipate may merit such
discretion being exercised by the Compensation Committee and will indicate whether any such
reductions or withdrawals actually occurred.

    3.

    Throughout your discussion, you reference the importance of considerations of individual
performance in the compensation decisions made with respect to a named executive officer, yet
fail to provide adequate analysis of how such performance is evaluated. For example, on page
22, you note that individual contributions to the company’s performance are considered in
determining compensation paid. Please supplement your disclosure where applicable to disclose
the elements of individual performance, both quantitative and qualitative, and specific
contributions the compensation committee considered in its evaluation, and if applicable, how
they were weighted and factored into specific compensation decisions with respect to each of
the named executive officers. See Item 402(b)(2)(vii) of Regulation S-K.

Response: The Compensation Committee begins by examining the overall corporate and
business unit performance factors described in the CD&A under the heading “Performance Based
Pay — Measures and Criteria” beginning on page 23 of the 2007 Proxy Statement in making the
determination of individual performance, recognizing the performance of executive personnel
is closely tied to the performance of the Company and the business units over which they
have responsibility. The Compensation Committee then considers the individual contributions
of the named executive officers to the Company and such business units in its ultimate
evaluation and, as described in our response to Comment 1, retains discretion to adjust
awards accordingly. In response to the Staff’s comment, we will include additional
disclosure discussing the elements of individual performance and specific contributions the
Compensation Committee considered in its evaluation of each named executive officer when
such information constitutes material

U.S. Securities and Exchange Commission

October 12, 2007

Page 4

information that is necessary to an understanding of our compensation policies and decisions
regarding our named executive officers.

Compensation program elements, page 23

Performance Measures, page 23

    4.

    To clarify your discussion regarding how “total stockholder return” and “relative adjusted
return on capital employed” are used in determining compensation, revise your disclosure to
define in a clear and concise manner, these terms.

Response: These terms are defined as follows:

Total stockholder return represents the percentage change in a company’s common
stock price from the beginning of a period of time to the end of the stated
period, and assumes common stock dividends paid during the stated period are
reinvested into that common stock.

Relative return on capital employed is a measure of the profitability of our
capital employed in our integrated business compared with that of our peers.
We calculate return on capital employed as a ratio, the numerator of which is
income from continuing operations plus after-tax interest expense, and the
denominator of which is average common stockholders’ equity plus total debt.
We have described our adjustments to relative return on capital employed on
pages 23 and 24 of our 2007 proxy statement.

In future filings, we will revise our disclosures to include definitions for the above terms
or other key performance measures discussed.

Other Possible Awards, page 27

    5.

    You highlight throughout your discussion, the philosophy and objective of your compensation
policies regarding restricted stock awards. You note that the atypical vesting feature
ensures that the executive officers’ interests are appropriately aligned with the company for
the duration of their employment. In light of your stated philosophy and objectives and
giving effect to Item 402(b)(1)(vi) of Regulation S-K, please supplement your disclosure to
discuss why the restricted stock awards granted in the off-cycles are structured to have
significantly shorter vesting periods that the typical restricted stock awards.

Response: Off-cycle equity awards are equity awards which are granted outside the
context of our regular compensation programs (these awards are also commonly referred to as
“ad hoc” or “special purpose” awards). Currently, off-cycle awards are granted to certain
incoming executive personnel, typically on the first day of employment, (1) to induce an
executive to join the Company (occasionally replacing compensation that will be lost to the
executive because of termination from the prior employer); (2) to induce an executive of an
acquired company to remain with the Company long enough for the executive to be evaluated in
the ConocoPhillips environment; and/or (3) to provide a pro-rata equity award to an
executive joining the Company during an ongoing performance period under a plan for which he
or she is ineligible to participate because he or she joined the Company during the middle
of the performance period. In the case

U.S. Securities and Exchange Commission

October 12, 2007

Page 5

of Mr. Limbacher, a shorter vesting period was specifically intended to act as an inducement
to become an employee of ConocoPhillips and to bridge his compensation into the ongoing
ConocoPhillips programs. In the past, off-cycle awards have also been used as rewards for
successful projects and, in such cases, the Compensation Committee has proposed a shorter
period for restrictions on transfer associated with restricted stock units issued under the
Performance Share Program which the Committee believes is consistent with the purpose of the
award. However, as noted on page 27 of our 2007 Proxy Statement, the Compensation Committee
does not currently anticipate using off-cycle awards as rewards for successful projects in
the future. In response to the Staff’s comment, we will supplement future disclosures with
the foregoing information.

    6.

    If currently known or anticipated, please clarify the circumstances, other than in connection
with a special project, in which off-cycle awards could be awarded.

Response: As noted in our response to Comment 5 above, ConocoPhillips has recently
used off-cycle awards to attract executives to ConocoPhillips and to induce executives at
recently-acquired companies to stay with ConocoPhillips. While the Company could use
off-cycle awards for other reasons, it has not done so in the recent past.

Compensation Decisions, page 29

    7.

    Although you have disclosed the targeted pay out amounts, revise to specify for each named
executive officer, the specific targets of the performance metrics (i.e. corporate, business
unit, individual), that factored into the establishment of the targeted pay out amount
disclosed and the actual award made. We note in your disclosure reference to the
establishment of targets for the current fiscal year. Revise to disclose the performance
targets established for 2006 and at the commencement of 2007. To the extent that you believe
that disclosure of qualitative and quantitative targets established would result in
competitive harm such that the information could be excluded under Instruction 4 to Item
402(b) of Regulation S-K, please provide on a supplemental basis a detailed explanation for
such conclusion. Please also note that to the extent that you have an appropriate basis for
omitting the specific targets, you must discuss how difficult it would be fo

CORRESP
1
filename1.htm

corresp

October 11, 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

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    ConocoPhillips

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

Response letters dated April 12, 2007, June 7, 2007 and July 13, 2007

File No. 1-32395

Dear Ms. Blye:

Our responses to the comments raised in your letter dated September 17, 2007, are set forth below.
The Staff’s comments are shown in bold, followed by our responses.

General

    1.

    We note your responses of June 7 and July 13, 2007. To avoid any confusion in light of your
previous disclosure regarding termination of your operations in Syria, and given the investor
sentiment evidenced by certain state legislative and other initiatives regarding investment in
companies that have business contacts with countries identified as state sponsors of
terrorism, it appears to the staff that it would be appropriate for you to include in future
filings information regarding your purchases from the Syrian government and entities
controlled by the Syrian government, including the approximate dollar amounts of such
purchases. We note in this regard, among other investor actions, that Arizona and Louisiana
have adopted legislation requiring their state retirement systems to prepare reports regarding
state pension fund assets invested in, and/or permitting divestment of state pension fund
assets from, companies that do business with countries identified as state sponsors of
terrorism. The Missouri Investment Trust has established an equity fund for the investment of
certain state-held monies that screens out stocks of companies that do business with
U.S.-designated state sponsors of terrorism. Similarly, Vermont’s Pension Investment
Committee has adopted a resolution restricting investments in companies and governments linked
to terrorist activities.

U.S. Securities and Exchange Commission

October 11, 2007

Page 2

Response: In response to the Staff’s comment, we will include the following
disclosure in the Midstream section of Items 1&2, Business and Properties, in our 2007 Form
10-K:

“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 we have no continuing
operations or personnel in Syria. During 2007, we worked toward the
resolution of certain immaterial claims that remain outstanding associated
with our former operations in Syria. Additionally, as part of our global
crude oil supply and trading operations and consistent with applicable laws
and policies of the United States and other countries in which we operate, we
have purchased, and may continue to purchase, immaterial amounts of Syrian
crude oil as feedstock for our international refining operations.”

    2.

    Please provide the staff with draft disclosure language prior to filing.

Response: The draft disclosure language is included in the response to Comment 1
above.

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/ John A. Carrig

    John A. Carrig

Executive Vice President, Finance,

and Chief Financial Officer

U.S. Securities and Exchange Commission

October 11, 2007

Page 3

    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, 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

August 21, 2007
Mail Stop 7010

By U.S. Mail and facsimile to (281)293-1054

James J. Mulva
Chairman, President and Chief Executive Officer
ConocoPhillips Corporation
600 North Dairy Ashford,
Houston, Texas  77079

Re:  ConocoPhillips Corporation
 Definitive Proxy Statement on Schedule 14A
 Filed April 2, 2007
File No. 001-32395

Dear Mr. Mulva:

We have limited our review of your definitive proxy statement to your executive
compensation and other related disclosure a nd have the following comments.  Our review
of your filing is part of the Division’s focused review of executive compensation disclosure.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call me at the telephone number listed at the e nd of this letter.

 In some comments we have asked you to provide us with additional information so we may better understand your disclosure.  Pl ease do so within the time frame set forth
below.  You should comply with the remain ing comments in all future filings, as
applicable.  Please confirm in writing that you will do so and also explain to us how you
intend to comply.  Please unders tand that after ou r review of all of your responses, we
may raise additional comments.

James  J. Mulva
ConocoPhillips Corporation
August 21, 2007 Page 2 of 5

 If you disagree with any of these commen ts, we will consider your explanation as
to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.

Compensation Discussion and Analysis, page 17

Option Pricing, page 22
1. We direct you to Item 402(b)(2)(vi) of Regulation S-K.  We note that the
Compensation Committee may exercise discretion in assessing the performance
of the company and/or its executives.  On  page 23, for example, you disclose that
the corporate performance of the company is measured at the end of a performance period by the compensation co mmittee, but that such evaluation is
“subjective.”  With respect to options, we note that the compensation committee
may adjust the number of options granted by 30% either above or below target each year.  Similarly, in the discussion of performance share awards, you disclose that the compensation committee maintain s the “final discretion to adjust
compensation in accordance with any unique circumstances that may arise…”  Please revise your disclosure to provid e context to your discussion and clarify
when and why such discretion is exer cised.  For example, using the named
executive officers, demonstrate how acro ss the various elements of compensation
awarded, the compensation committee has exercised its discretion.
2. Giving consideration to the above comment, also clarify disclosure on page 26 in
which you indicate that certain awards may be withdrawn “should circumstances
arise that merit such action.”   If any of the named executive officers have been
subject to awards being reduced or wit hdrawn, please disclose the circumstances
in which this occurred.  Alternativel y, please supplement your disclosure to
clarify the circumstances that would generally merit such discretion being
exercised by the compensation committee. See also Instruction 2 to Item 402(b) of Regulation S-K.
3. Throughout your discussion, you reference th e importance of c onsiderations of
individual performance in the compensati on decisions made with respect to an
named executive officer, yet fail to provide adequate analysis of how such performance is evaluated.  For example, on page 22, you note that individual contributions to the company’s perfor mance are considered in determining
compensation paid.  Please supplement your disclosure where applicable to
disclose the elements of individual perf ormance, both quantitative and qualitative,
and specific contributions the compen sation committee considered in its
evaluation, and if applicable, how they we re weighted and factored into specific
compensation decisions with respect to each  of the named executive officers.  See
Item 402(b)(2)(vii) of Regulation S-K.

James  J. Mulva
ConocoPhillips Corporation
August 21, 2007 Page 3 of 5

Compensation program elements, page 23
Performance Measures, page 23
4. To clarify your discussion regarding how “total stockholder return” and “relative
adjusted return on capital employed” ar e used in determining compensation,
revise your disclosure to define in a clear and conc ise manner, these terms.
Other Possible Awards, page 27
5. You highlight throughout your discussi on, the philosophy and objective of your
compensation policies regarding restrict ed stock awards.  You note that the
atypical vesting feature ensures that the executive officers’ interests are
appropriately aligned with the company for the duration of their employment.  In
light of your stated philosophy and obj ectives and giving effect to Item
402(b)(1)(vi) of Regulation S-K, please supplement your disclosure to discuss
why the restricted stock awards granted in  the off-cycles are structured to have
significantly shorter vesting periods than the typical restricted stock awards.
6. If currently known or anticip ated, please clarify the circumstances, other than in
connection with a special pr oject, in which off-cycle awards could be awarded.
Compensation Decisions, page 29
7. Although you have disclosed the targeted pa y out amounts, revise to specify for
each named executive officer, the specific ta rgets of the performance metrics ( i.e.
corporate, business unit, individual), that factored into the establishment of the targeted pay out amount disclosed and th e actual award made.  We note in your
disclosure reference to the establishment of targets for the current fiscal year.
Revise to disclose the performance targets established for 2006 and at the
commencement of 2007.  To the extent you be lieve that disclosure of qualitative
and quantitative targets established would result in competitive harm such that the
information could be excluded under Instru ction 4 to Item 402(b) of Regulation S-
K, please provide on a supplemental ba sis a detailed explanation for such
conclusion.  Please also note that to the extent that you have an appropriate basis
for omitting the specific targets, you must  discuss how difficult it would be for the
named executive officers or how likely it will be for you to achieve the
undisclosed target levels or other factors.  Pl ease revise to disc lose the factors
considered by the compensation comm ittee in setting performance-related
objectives.  Please see Instruction 4 to Item 402(b) of Regulation S-K.
8. As noted in Section II.B.1 of Releas e 8732A, the compensation discussion and
analysis should be sufficiently precis e to identify material differences in
compensation policies with respect to indi vidual executive officers.  For example,
please explain the differences in salary amount and non-equity incentive plan pay

James  J. Mulva
ConocoPhillips Corporation
August 21, 2007 Page 4 of 5

out amounts awarded to the chief executive officer relative to the other named
executive officers.
Nonqualified Deferred Compensation, page 49
9. Please provide the disclosure required by Item 404(i)(3)( ii) of Regulation S-K.
Executive Severance and Change in Control, page 52
10. Please describe and explain how the appr opriate payment and benefit levels are
determined under the various circumstances that trigger payments or provision of
benefits under the severance and change of  control plans.  See Item 402(b)(1)(v)
and 402(j)(3) of Regulation S-K.

Please respond to our comments by September 21, 2007, or tell us by that time
when you will provide us with a response.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.

 When you respond to our comments, please provide, in writing, a statement from
the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in
the filing;

• staff comments or changes to disclo sure in response to comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to comments.

James  J. Mulva
ConocoPhillips Corporation
August 21, 2007 Page 5 of 5

Please contact me at (202) 551-3757 with any questions.

Sincerely,

Mellissa Campbell Duru
Attorney Advisor

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

      September 17, 2007

Via U.S. Mail and Facsimile

James J. Mulva
Chief Executive Officer
ConocoPhillips
600 North Dairy Ashford
Houston, TX 77079

RE:		ConocoPhillips
		Form 10-K for the fiscal year ended December 31, 2006
		Response letters dated April 12, 2007, June 7, 2007 and
July 13, 2007
		File No. 1-32395

Dear Mr. Mulva:

      We have limited our review of your Form 10-K for the fiscal
year ended December 31, 2006, and response letters, to disclosures
relating to your contacts with countries that have been identified
as
state sponsors of terrorism.  Our review with respect to this
issue
does not preclude further review by the Assistant Director group
with
respect to other issues.  At this juncture, we are asking you to
provide us with supplemental information, so that we may better
understand your disclosure.  Please be as detailed as necessary in
your response. After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General -

1. We note your responses of June 7 and July 13, 2007.  To avoid
any
confusion in light of your previous disclosure regarding
termination
of your operations in Syria, and given the investor sentiment
evidenced by certain state legislative and other initiatives
regarding investment in companies that have business contacts with
countries identified as state sponsors of terrorism, it appears to
the staff that it would be appropriate for you to include in
future
filings information regarding your purchases from the Syrian
government and entities controlled by the Syrian government,
including the approximate dollar amounts of such purchases.  We
note
in this regard, among other investor actions, that Arizona and
Louisiana have adopted legislation requiring their state
retirement
systems to prepare reports regarding state pension fund assets
invested in, and/or permitting divestment of state pension fund
assets from, companies that do business with countries identified
as
state sponsors of terrorism.  The Missouri Investment Trust has
established an equity fund for the investment of certain state-
held
monies that screens out stocks of companies that do business with
U.S.-designated state sponsors of terrorism.  Similarly, Vermont`s
Pension Investment Committee has adopted a resolution restricting
investments in companies and governments linked to terrorist
activities.

2. Please provide the staff with draft disclosure language prior
to
filing.

Closing Comments

      Please respond to this comment within 10 business days or
tell
us when you will provide us with a response.  Please submit your
response letter on EDGAR.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Exchange Act of
1934 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to the
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      In connection with responding to our comment, please
provide,
in writing, a statement from the company acknowledging that:

the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

staff comments or changes to disclosure in response to staff
comments
do not foreclose the Commission from taking any action with
respect
to the filings; and

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

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filings or in response
to
our comments on your filings.

      Please understand that we may have additional comments after
we
review your response to our comment.  Please contact Jack
Guggenheim
at (202) 551-3523 if you have any questions about the comment or
our
review.  You may also contact me at (202) 551-3470.

								Sincerely,

								Cecilia D. Blye, Chief
								Office of Global Security
Risk

cc: 	John A. Carrig
		Chief Financial Officer
	ConocoPhillips

		Roger Schwall
		Division of Corporation Finance
James J. Mulva
ConocoPhillips
September 17, 2007
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-5546

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

corresp

September 12, 2007

Via EDGAR

Mail Stop 7010

Ms. Mellissa Campbell Duru

Attorney Advisor

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    ConocoPhillips

Definitive Proxy Statement on Schedule 14A

Filed April 2, 2007

File No. 001-32395

Dear Ms. Duru:

On behalf of ConocoPhillips (the “Company”), I refer to the letter from the staff of the
Division of Corporation Finance of the Securities and Exchange Commission dated August 21,
2007, containing comments regarding the above-referenced filing.

As discussed with you on September 11, 2007, the Company has requested additional time to
file its response in order to allow its Compensation Committee adequate opportunity to
review the Company’s response to the Commission’s comment letter. As a result, the Company
plans to provide a response to the Commission on or before October 19, 2007. Thank you for
this courtesy.

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

CORRESP
1
filename1.htm

corresp

July 13, 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

100 F Street, N.E.

Washington, D.C. 20549

    Re: ConocoPhillips

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

Response letters dated April 12, 2007 and June 7, 2007

File No. 001-32395

Dear Ms. Blye:

Our response to the comment raised in your letter dated June 28, 2007, is set forth below. The
Staff’s comment is shown in bold followed by our response.

General

    1.

    We note your response letter of June 7, 2007, states that in 2006, you purchased crude oil
from three Syrian sources, including the Syrian Petroleum Company. Please identify the
approximate dollar amount paid to the Syrian Petroleum Company. Please also advise us of the
approximate dollar amount you have paid directly or indirectly to the Syrian government and/or
Syrian government-controlled entities for crude oil and Syrian-origin vacuum gas oil to date
in fiscal 2007, and the approximate dollar amount of such payments you anticipate making
during the remainder of the fiscal year.

    Response: The approximate dollar amount paid to the Syrian Petroleum Company
totaled $280 million for fiscal 2006, and $170 million for the first half of fiscal 2007.
For the second half of fiscal 2007, the approximate dollar amount of payments to the Syrian
Petroleum Company is anticipated to be in the range of $150 million to $170 million. We
neither made nor anticipate making any other payments, directly or indirectly, to the Syrian
government and/or Syrian-government-controlled entities for crude oil in 2007.

U.S. Securities and Exchange Commission

July 13, 2007

Page 2

We made no purchases of vacuum gas oil in the first six months of 2007 from the Syrian
government or Syrian-government-controlled entities, and do not expect to make any such
purchases in the second half of the year.

All purchases of Syrian-origin petroleum products were in compliance with applicable U.S.
and international laws and policies.

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

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

      May 23, 2007

Via U.S. Mail and Facsimile

James J. Mulva
Chief Executive Officer
ConocoPhillips
600 North Dairy Ashford
Houston, TX 77079

RE:		ConocoPhillips
		Form 10-K for the fiscal year ended December 31, 2006
		Response letter dated April 12, 2007
		File No. 1-32395

Dear Mr. Mulva:

      We have limited our review of your Form 10-K for the fiscal
year ended December 31, 2006, to disclosures relating to your
contacts with countries that have been identified as state
sponsors
of terrorism.  Our review with respect to this issue does not
preclude further review by the Assistant Director group with
respect
to other issues.  At this juncture, we are asking you to provide
us
with supplemental information, so that we may better understand
your
disclosure.  Please be as detailed as necessary in your response.
After reviewing this information, we may raise additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. We note that you expect to continue to purchase Syrian crude
oil
and Syrian-origin vacuum gas oil.  Please advise us whether you
purchase directly from Syrian sources, and the extent to which the
Syrian government receives funds from your purchases.

      Please respond to this comment within 10 business days or
tell
us when you will provide us with a response.  Please submit your
response letter on EDGAR.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Exchange Act of
1934 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to the
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      Please understand that we may have additional comments after
we
review your response to our comment.  Please contact Jack
Guggenheim
at (202) 551-3523 if you have any questions about the comment or
our
review.  You may also contact me at (202) 551-3470.
								Sincerely,

								Cecilia D. Blye, Chief
								Office of Global Security
Risk

cc: 	Roger Schwall
		Division of Corporation Finance

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

corresp

June 7, 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

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    ConocoPhillips

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

Response letter dated April 12, 2007

File No. 001-32395

Dear Ms. Blye:

Our response to the comment raised in your letter dated May 23, 2007, is set forth below. The
Staff’s comment is shown in bold followed by our response.

General

    1.

    We note that you expect to continue to purchase Syrian crude oil and Syrian-origin vacuum gas
oil. Please advise us whether you purchase directly from Syrian sources, and the extent to
which the Syrian government receives funds from your purchases.

Response: During 2006, ConocoPhillips’ global refining system had crude oil and
other feedstock inputs of over 1 billion barrels. Our purchases of Syrian-origin crude oil
and vacuum gas oil represented well less than 1 percent of our global purchases in 2006 and
were a small part of our global refinery feedstock supply processes, which secure products
from competitive sources while complying with the spirit and intent of the laws and policies
of the United States and the other countries in which we operate.

ConocoPhillips entities purchased Syrian crude oil in 2006 from the Syrian Petroleum Company
(the national oil company of Syria) and two other entities not associated with the Syrian
government, in each case not designated as Blocked Persons, and not on any Prohibited
Parties List.

U.S. Securities and Exchange Commission

June 7, 2007

Page 2

Our purchases of Syrian-origin vacuum gas oil in 2006 were from two entities not associated
with the Syrian government, not designated as Blocked Persons, and not on any Prohibited
Parties List. The certificates of origin accompanying these purchases identify the Banias
refinery, a national refinery of Syria, as the origin of the vacuum gas oil.

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

CORRESP
1
filename1.htm

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

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

      March 29, 2007

Via U.S. Mail and Facsimile

James J. Mulva
Chief Executive Officer
ConocoPhillips
600 North Dairy Ashford
Houston, TX 77079

RE:		ConocoPhillips
		Form 10-K for the fiscal year ended December 31, 2006
		File No. 1-32395

Dear Mr. Mulva:

      We have limited our review of your Form 10-K for the fiscal
year ended December 31, 2006, to disclosures relating to your
contacts with countries that have been identified as state
sponsors
of terrorism.  Our review with respect to this issue does not
preclude further review by the Assistant Director group with
respect
to other issues.  At this juncture, we are asking you to provide
us
with supplemental information, so that we may better understand
your
disclosure.  Please be as detailed as necessary in your response.
After reviewing this information, we may raise additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

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.

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 value of your approximately 20 percent
ownership interest in LUKOIL.

Closing Comments

      Please respond to this comment within 10 business days or
tell
us when you will provide us with a response.  Please submit your
response letter on EDGAR.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Exchange Act of
1934 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to the
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      In connection with responding to our comment, please
provide,
in writing, a statement from the company acknowledging that:

the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

staff comments or changes to disclosure in response to staff
comments
do not foreclose the Commission from taking any action with
respect
to the filings; and

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

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filings or in response
to
our comments on your filings.

      Please understand that we may have additional comments after
we
review your response to our comment.  Please contact Jack
Guggenheim
at (202) 551-3523 if you have any questions about the comment or
our
review.  You may also contact me at (202) 551-3470.
								Sincerely,

								Cecilia D. Blye, Chief
								Office of Global Security
Risk

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

SEC Correspondence

[LETTERHEAD OF WLRK]

 February 22, 2006

 VIA FACSIMILE

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F St., N.E.

 Washington, D.C. 20549

 Attn:    Carmen Moncada-Terry

Re:
ConocoPhillips

Registration Statement on Form S-4

Filed January 11, 2006; File No. 333-130967

 Dear Ms. Moncada-Terry:

 Attached please find a markup of the tax disclosure section of the Form S-4, along with a copy of White & Case’s final opinion letters regarding the tax treatment of the merger.

 Please direct any questions concerning this letter to me at
(212) 403-1378 or David Feirstein at (212) 403-1106.

 Very truly yours,

 /s/ Benjamin M. Roth

 ConocoPhillips’ Reasons for the Merger

 The ConocoPhillips board of directors has approved the merger agreement and believes the complementary assets and strategies
of ConocoPhillips and BR, in combination with their personnel, technical expertise and financial strength, will create a company with capabilities and resources better positioned to succeed and grow in the new competitive energy marketplace. The
ConocoPhillips board of directors approved the merger agreement after ConocoPhillips’ senior management discussed with the ConocoPhillips board of directors the business, assets, liabilities, results and operations, financial performance and
prospects, and possibilities of continued growth of BR.

 ConocoPhillips believes the merger joins two well-managed companies, providing strategic and financial benefits to stockholders of ConocoPhillips. ConocoPhillips expects the benefits to include:

·
creation of a leading North American natural gas position comprised of high-quality, long-lived, low-risk gas reserves with significant unconventional resource potential and
enhanced production growth;

·
enhanced business mix with a higher proportion of exploration and production assets, assets in Organisation for Economic Co-operation and Development countries and North American
natural gas;

·
significant free cash flow and synergy benefits; and

·
access to BR’s talented and technically capable workforce.

 Accounting Treatment

 The combination of the two companies will be accounted for as an acquisition of BR by ConocoPhillips using the purchase method of accounting.

 The purchase price (reflecting the cash consideration and the weighted
average price of ConocoPhillips’ common stock two days before, two days after and the first trading day after the transaction was announced on the evening of Monday, December 12, 2005) will be allocated to BR’s identifiable assets and
liabilities based on their respective estimated fair values at the closing date of the acquisition, and any excess of the purchase price over those fair values will be accounted for as goodwill. The valuation of BR’s assets and liabilities and
the finalization of plans for restructuring after the closing of the merger have not yet been completed. The allocation of the purchase price reflected in this proxy statement/prospectus may be revised as additional information becomes available.

 Material United States Federal Income Tax Consequences of the Merger

 The following is the opinion of White & Case
LLP, special U.S. tax counsel to BR, and sets forth, as of the date of this proxy statement/prospectus and subject to the assumptions and limitations contained herein, the material U.S. federal income tax consequences of the merger to U.S. holders
and non-U.S. holders (as defined below) of BR common stock. This

discussion does not address any tax consequences arising under the laws of any state, local or foreign jurisdiction. This discussion is based upon the Code,
the regulations of the U.S. Treasury Department and court and administrative rulings and decisions in effect and available on the date of this proxy statement/prospectus, any of which may change, possibly retroactively. Such a change could affect
the continuing validity of this discussion.

 [Rider 33A]

 For purposes of this discussion, the term “U.S.
holder” means a beneficial owner of BR common stock who for U.S. federal income tax purposes is:

·
a citizen or resident of the United States;

·
a corporation, or an entity treated as a corporation, created or organized in or under the laws of the United States or any state or political subdivision thereof;

 for U.S. federal income tax purposes the merger will constitute
a reorganization within the meaning of Section 368(a) of the Code. These opinions will be based on certain assumptions and on representation letters provided by ConocoPhillips and BR to be delivered at the time of closing.

 ConocoPhillips and BR have not and will not seek any ruling from the Internal
Revenue Service regarding any matters relating to the merger, and as a result, there can be no assurance that the IRS will not disagree with or challenge any of the conclusions described herein. The following discussion assumes that the
merger will constitute a “reorganization” within the meaning of Section 368(a) of the Code.

 [Rider 35A]

 U.S. Holders

 If the merger qualifies as a reorganization within the meaning of Section 368(a) of the Code, then, based on the above assumptions and
qualifications, the material U.S. federal income tax consequences of the merger to U.S. holders of BR common stock are as follows:

·
subject to the paragraph captioned “—Additional Considerations—Recharacterization of Gain as a Dividend” below, upon exchanging BR common stock for a combination
of cash and shares of ConocoPhillips common stock in the merger, you will recognize gain (but not loss) in an amount equal to the lesser of (x) the cash (excluding any cash received in lieu of a fractional share of ConocoPhillips common stock)
that you receive in the merger and (y) the excess, if any, of (i) the sum of the cash (excluding any cash received in lieu of a fractional share of ConocoPhillips common stock) and the fair market value of the shares of ConocoPhillips
common stock you receive (including any fractional share of ConocoPhillips common stock you are deemed to receive and exchange for cash), over (ii) your tax basis in the BR common stock surrendered in the merger;

·
your aggregate tax basis in the shares of ConocoPhillips common stock that you receive in the merger (before reduction for the basis in any fractional share interest you are deemed
to receive and exchange for cash) will equal your aggregate tax basis in the BR common stock you surrendered in the merger, increased by the amount of taxable gain, if any, you recognize on the exchange (not including any

gain recognized as a result of cash received in lieu of a fractional share of ConocoPhillips common stock) and decreased by the amount of any cash received by you in the merger
(excluding any cash received in lieu of a fractional share of ConocoPhillips common stock); and

·
your holding period for the shares of ConocoPhillips common stock that you receive in the merger (including any fractional share interest that you are deemed to receive and exchange
for cash) will include your holding period for the shares of BR common stock that you surrender in the exchange.

 If you acquired different blocks of BR common stock at different times or at different prices, any gain or loss will be determined separately with respect
to each block of BR common stock, and the cash and shares of ConocoPhillips common stock you receive will be allocated pro rata to each such block of stock. In addition, your basis and holding period in your shares of ConocoPhillips common stock may
be determined with reference to each block of BR common stock.

 Taxation of Capital Gain. Except as described under “—Additional Considerations—Recharacterization of Gain as a Dividend” below, gain that you recognize in connection with the merger generally will constitute
capital gain and will constitute long-term capital gain if you have held (or are treated as having held) your BR common stock for more than one year as of the date of the merger. If you are a non-corporate holder of BR common stock, long-term
capital gain generally will be taxed at a maximum U.S. federal income tax rate of 15%.

 Additional Considerations—Recharacterization of Gain as a Dividend. All or part of the gain you recognize could be treated as ordinary dividend income rather than capital gain if (i) you are a
significant stockholder of ConocoPhillips or (ii) your percentage ownership, taking into account constructive ownership rules, in ConocoPhillips after the merger is not meaningfully reduced from what your percentage ownership would have been if
you had received solely shares of ConocoPhillips common stock rather than a combination of cash and shares of ConocoPhillips common stock in the merger. This could happen, for example, because of ownership of

 Rider 33A

 This discussion is also based on certain representations that have been provided by ConocoPhillips and BR as of the date of this proxy
statement/prospectus and the assumption that such representations will be true, accurate and complete in all respects as of the completion of the merger.

 Rider 35A

 BR has received an opinion of White &
Case LLP, dated as of the date of this proxy statement/prospectus, to the effect that the merger for U.S. federal income tax purposes will constitute a “reorganization” within the meaning of Section 368(a) of the Code.

 In rendering its opinion, White & Case LLP has relied, among other
things, on (i) representations and covenants made by ConocoPhillips and BR, including those contained in representation letters provided by ConocoPhillips and BR as of the date of this proxy statement/prospectus and in the merger agreement, and
(ii) certain assumptions, including an assumption regarding the completion of the merger in the manner contemplated by the merger agreement and this proxy statement/prospectus. In addition, White & Case LLP’s opinion assumes the
absence of changes in existing facts or in law between the date of this proxy statement/prospectus and the effective time of the merger, and that all of the representations and covenants made by ConocoPhillips and BR will continue to be true and
accurate in all respects as of the effective time of the merger. If any of the representations, covenants or assumptions are inaccurate, incomplete or untrue or any of the covenants are breached, White & Case LLP’s opinion contained
herein could be affected.

 U.S. Federal Income Tax Treatment of the Merger

 Subject to the assumptions, qualifications and limitations set forth herein, the merger for U.S. federal income tax purposes will constitute a
“reorganization” within the meaning of Section 368(a) of the Code.

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
      February 16, 2006

Mr. Stephen F. Gates
Senior Vice President, Legal and General Counsel
ConocoPhillips
600 North Dairy Ashford
Houston, Texas 77079

      Re:	ConocoPhillips
		Registration Statement on Form S-4
      Amendment No. 1 filed February 15, 2006
		File No. 333-130967

Dear Mr. Gates:

      We have reviewed your response letter dated February 14,
2006
and the amended filing and have the following comments.  Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your
explanation as
to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with information so we
may
better understand your disclosure.  After reviewing this
information,
we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.
Background of the Merger, page 26

1. We note your disclosure, at the bottom of page 26, that "none
of
these discussions led to any business combination transaction."
Clarify whether the possibility of business combination
transaction
was discussed at any of these meetings and, if so, for each case
explain why such discussions where ultimately discontinued.

Material United States Federal Income Tax Consequences of the
Merger,
page 33

2. It appears that you intend to file a "short-form" opinion and
that
the disclosure in this section will be the opinion of counsel.  If
so,
revise to state that this discussion is the opinion of White &
Case
rather than "[i]n the opinion of White & Case...the following
discussion sets forth" the material tax consequences.

Exhibit 8.1 and 8.2

3. File the forms of the opinions prior to effectiveness.

* * * * *
Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement.  We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Carmen Moncada-Terry at (202) 551-3687 or, in
her
absence, the undersigned, at (202) 551-3740 with any questions.

      					Sincerely,

      					H. Roger Schwall
      Assistant Director

cc: 	C. Moncada-Terry

      via facsimile

      Andrew R. Brownstein, Esq.
      Wachtell, Lipton, Rosen & Katz
      (212) 403-2233

Mr. Stephen F. Gates
ConocoPhillips
February 16, 2006
Page 3

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Form of Opinions

 [LETTERHEAD OF WLRK]

 February 15, 2006

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F St., N.E.

 Washington, D.C. 20549

 Attn: Carmen Moncada-Terry

Re:
ConocoPhillips

 Amendment No. 1 to Registration
Statement on Form S-4

 Filed February 14, 2006; File No.
333-130967

 Dear Ms. Moncada-Terry:

 The form of closing opinion from Wachtell, Lipton, Rosen and Katz submitted yesterday contained a clerical error. Attached please find a copy of the form
of opinion with this error corrected. Please direct any questions concerning this letter to me at (212) 403-1233 or David Feirstein at (212) 403-1106.

 Very truly yours,

 /s/ Andrew R. Brownstein

 [FORM OF OPINION]

 [LETTERHEAD OF WACHTELL, LIPTON, ROSEN & KATZ]

 [CLOSING DATE]

 ConocoPhillips

 600 North Dairy Ashford Road

 MC 3020

 Houston, Texas 77079-1175

 Ladies and Gentlemen:

 We have acted as special counsel for ConocoPhillips, a Delaware corporation (“ConocoPhillips”), in connection with the proposed merger
(the “Merger”) of Burlington Resources Inc., a Delaware corporation ( “Burlington”), with and into Cello Acquisition Corp., a Delaware corporation (“Merger Sub”), that is, and at the Effective Time
will be, a wholly owned subsidiary of ConocoPhillips, pursuant to the Agreement and Plan of Merger dated as of December 12, 2005, by and among ConocoPhillips, Merger Sub and Burlington (the “Agreement”). Capitalized terms used
but not defined herein shall have the meanings ascribed to them in the Agreement. At your request, we are rendering our opinion, pursuant to Section 7.2(c) of the Agreement, concerning certain United States federal income tax matters.

 In providing our opinion, we have examined the Agreement, the
Form S-4, including the Proxy Statement/Prospectus forming a part thereof, and such other documents as we have deemed necessary or appropriate for purposes of our opinion. In addition, we have assumed that (i) the transaction will be
consummated in accordance with the provisions of the Agreement and as described in the Form S-4 (and no transaction or condition described therein and affecting this opinion will be waived by any party), (ii) the statements concerning the
transaction and the parties thereto set forth in the Agreement are true, complete and correct, and

 ConocoPhillips

 [CLOSING
DATE]

 the Form S-4 is true, complete and correct, (iii) the statements
and representations made by ConocoPhillips, Merger Sub and Burlington in their respective officer’s certificates dated the date hereof and delivered to us for purposes of this opinion (the “Officer’s Certificates”) are
true, complete and correct and will remain true, complete and correct at all times up to and including the Effective Time, (iv) any statements and representations made in the Officer’s Certificates “to the knowledge of” any
person or similarly qualified are and will be true, complete and correct without such qualification, (v) the Merger will qualify as a statutory merger under the DGCL, and (vi) ConocoPhillips, Merger Sub and Burlington and their respective
subsidiaries will treat the Merger for United States federal income tax purposes in a manner consistent with the opinion set forth below. If any of the above described assumptions are untrue for any reason or if the transaction is consummated in a
manner that is different from the manner described in the Agreement or the Form S-4, our opinion as expressed below may be adversely affected.

 Based upon and subject to the foregoing, we are of the opinion that for U.S. federal income tax purposes the Merger will constitute a
“reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”).

 Our opinion is based on current provisions of the Code, Treasury Regulations promulgated thereunder, published pronouncements of the Internal Revenue
Service and case law, any of which may be changed at any time with retroactive effect. Any change in applicable laws or the facts and circumstances surrounding the transaction, or any inaccuracy in the statements, facts, assumptions or
representations upon which we have relied, may affect the continuing validity of our opinion as set forth herein. We assume no responsibility to inform ConocoPhillips of any such change or inaccuracy that may occur or come to our attention.

 We are furnishing this opinion solely to you in connection
with the Merger and this opinion is not to be relied upon for any other purpose or by any other person without our prior written consent. We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to
Post-Effective Amendment No. 1 to the Form S-4. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.

Very truly yours,

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
      February 10, 2006

Mr. Stephen F. Gates
Senior Vice President, Legal and General Counsel
ConocoPhillips
600 North Dairy Ashford
Houston, Texas 77079

      Re:	ConocoPhillips
		Registration Statement on Form S-4
      Filed January 11, 2005
		File No. 333-130967

Dear Mr. Gates:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Completion of the Merger is Subject to Certain Conditions, page 7

1. We note that the receipt of the tax opinions is a waivable
condition.  Indicate that you will resolicit shareholder approval
if
that condition is waived.  Otherwise, revise your disclosure to
present the transaction as taxable.

The Merger, page 26

Background of the Merger, page 26

2. You indicate that Mr. Shakouls had periodically met with Mr.
Mulva
and that they had discussed "ConocoPhillips` potential interest in
a
business combination with BR."  Clarify whether Mr. Mulva`s
briefing
the Board on November 9, 2005 regarding a business combination was
based on one of those meetings and, if so, when that meeting took
place.  Also, discuss whether Mr. Shackouls had comparable
meetings
with management of other companies.

3. You indicate on page 30 that at the December 12, 2005 special
meeting, the Burlington Resources, Inc. board considered "possible
alternative to the merger, including the possibility of an
alternative
transaction with a third party."  Disclose in greater detail the
discussions regarding such potential merger partner or any other
alternative merger partners.  We further note that the board
approved
the merger agreement during the meeting.  However, that the
agreement
allows the Burlington board, under certain circumstances, to
engage in
discussions with other potential merger partners.  Disclose
whether
the board is considering pursuing the evaluation of other
candidates.
If it has determined otherwise, state when it made that
determination
and specify the board`s reasoning for reaching that determination.
Also describe any offers or indications of interest for Burlington
submitted by third parties after December 12, 2005 that are not
currently disclosed in your registration statement.  If none
existed,
affirmatively indicate such in your response letter.

4. Clarify whether the Board, at the November 9th meeting,
authorized
Mr. Mulva to further pursue discussions with Burlington.

5. Expand the discussion of the November 30, 2005 to explain what
you
mean by "complementary fit."   Explain also the reference to "the
possible role of Mr. Limbacher in a new combined organization" and
the
relevance of that to the business combination.

Material United States Federal Income Tax Consequences of the
Merger,
page 33

6. Indicate that the discussion contained is based upon opinion of
counsel and identify such counsel.  File the forms of opinion that
will be later delivered as exhibits to this registration
statement.
We assume, based on your current presentation, that counsel will
be
providing a "long form" opinion.

Exhibit 8.1

7. File the form of the opinion to be used.

* * * * *
Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement.  We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Carmen Moncada-Terry at (202) 551-3687 or, in
her
absence, the undersigned, at (202) 551-3740 with any questions.

      					Sincerely,

      					H. Roger Schwall
      Assistant Director

cc: 	C. Moncada-Terry

      via facsimile

      Andrew R. Brownstein, Esq.
      Wachtell, Lipton, Rosen & Katz
      (212) 403-2233

Mr. Stephen F. Gates
ConocoPhillips
February 10, 2006
Page 2

</TEXT>
</DOCUMENT>