CONOCOPHILLIPS — Director's Dealing 2010

Oct 8, 2010

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: CONOCOPHILLIPS (COP)
CIK: 0001163165
Period of Report: 2010-10-06

Reporting Person: Garland Greg C. (Senior Vice President)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	242.742	Direct
Common Stock	20064.124	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (519.026)		Direct
Phantom Stock	$		Common Stock (7748.166)		Direct
Phantom Stock	$		Common Stock (5210.876)		Direct

Footnotes

F1: The shares of Phantom Stock were acquired under a Defined Contribution Makeup Plan providing settlement upon termination of employment, subject to possible deferred payment in certain circumstances. The reporting of this transaction is not an acknowledgment that it is not an exempt transaction under an Excess Benefit Plan pursuant to Rule 16b-3(c).

F2: The shares of Phantom Stock convert to ConocoPhillips common stock on a 1-for-1 basis.

F3: The shares of Phantom Stock were acquired under a Key Employee Deferred Compensation Plan providing settlement in ten annual installments beginning one year after the termination of employment, subject to possible deferred payment in certain circumstances. The reporting of this transaction is not an acknowledgment that it is not an exempt transaction under an Excess Benefit Plan pursuant to Rule 16b-3(c).