CONOCOPHILLIPS — Director's Dealing 2011

Jan 4, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONOCOPHILLIPS (COP)
CIK: 0001163165
Period of Report: 2010-12-31

Reporting Person: MULVA JAMES J (Director, Chairman and CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-31	Phantom Stock	$	A	11.47	Acquired		Common Stock (11.47)	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 acknowledgment that it is not an exempt transaction under an Excess Benefit Plan pursuant to Rule 16b-3(c)