CONOCOPHILLIPS — Director's Dealing 2010

Jan 21, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONOCOPHILLIPS (COP)
CIK: 0001163165
Period of Report: 2010-01-19

Reporting Person: Schwarz Glenda Mae (VP & Controller)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-01-19	Phantom Stock	$	A	111.942	Acquired		Common Stock (111.942)	Direct

Footnotes

F1: The shares of phantom stock convert to ConocoPhillips common stock on a 1-for-1 basis.

F2: The shares of phantom stock were acquired under a Defined Contribution Makeup Plan providing for settlement upon termination of employment, subject to possible deferred payment in certain circumstances. The reporting of this transaction is not an acknowledgement that it is not an exempt transaction under the Excess Benefit Plan pursuant to Rule 16a-3(c).

F3: Includes units acquired through routine dividend transactions that are exempt under Rule 16a-11.