CONOCOPHILLIPS — Director's Dealing 2012

May 10, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONOCOPHILLIPS (COP)
CIK: 0001163165
Period of Report: 2012-05-08

Reporting Person: Lance Ryan Michael (Chairman, President and CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-08	Phantom Stock	$	A	46100	Acquired		Common Stock (46100)	Direct

Footnotes

F1: The stock units convert to ConocoPhillips common stock on a 1-for-1 basis.

F2: The stock units will be forfeited prior to the third anniversary of the grant date if the reporting person terminates for any reason except death, disability, layoff or retirement after the attainment of age 55 with 5 years of service and at least six months have passed since the grant date in the case of retirement or layoff. The stock units will convert to common stock on the earliest of the reporting person's death, the third anniversary of the grant date, or six months after termination for a reason other than death, unless the units have previously forfeited.

F3: The stock units do not have an expiration date.