CONOCOPHILLIPS — Director's Dealing 2010

Feb 4, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONOCOPHILLIPS (COP)
CIK: 0001163165
Period of Report: 2010-02-02

Reporting Person: Schwarz Glenda Mae (VP & Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-02	Common Stock	M	2620	$22.7176	Acquired	5269	Direct
2010-02-02	Common Stock	F	1664	$49.62	Disposed	3605	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-02	Stock Options (right to buy)	$22.7176	M	2620	Disposed	2010-02-08	Common Stock (2620)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4105.6270	Indirect

Footnotes

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

F2: On June 1, 2005, the Common Stock of the issuer split on a 2-for-1 basis by means of a 100% stock dividend payable to the stockholders of record as of May 16, 2005. As a result, the exercise price and the number of shares that may be acquired upon exercise of the stock options as of the date of the transactions reported herein reflects the stock split.

F3: The stock options became fully exercisable on the first anniversary of the award.