CONOCOPHILLIPS — Director's Dealing 2012

Feb 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONOCOPHILLIPS (COP)
CIK: 0001163165
Period of Report: 2012-02-01

Reporting Person: Schwarz Glenda Mae (VP & Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-01	Common Stock	M	3508	$29.9872	Acquired	8793	Direct
2012-02-01	Common Stock	S	3508	$69.2845	Disposed	5285	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-01	Stock Options (rights to buy)	$29.9872	M	3508	Disposed	2012-02-04	Common Stock (0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5325.6570	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 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 options became exercisable on the first anniversary of the February 4, 2002 grant.