CONOCOPHILLIPS — Director's Dealing 2010

Dec 21, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONOCOPHILLIPS (COP)
CIK: 0001163165
Period of Report: 2010-12-17

Reporting Person: Sheets Jeffrey Wayne (Senior Vice President & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-17	Common Stock	M	3000	$23.55	Acquired	22380	Direct
2010-12-17	Common Stock	F	1083	$65.275	Disposed	21297	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-17	Stock Options (rights to buy)	$23.5500	M	3000	Disposed	2012-10-22	Common Stock (3000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	19211.172	Indirect

Footnotes

F1: Includes units acquired through routine dividend transactions that are exempt under Rule 16a-11.

F2: The options became exercisable in three equal annual installments beginning on the first anniversary of the October 22, 2002 grant date.