CONOCOPHILLIPS — Director's Dealing 2012

May 8, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONOCOPHILLIPS (COP)
CIK: 0001163165
Period of Report: 2012-05-04

Reporting Person: Fox Matthew J (Executive Vice President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-04	Employee Stock Option (Right to Buy)	$71.87	J	50800	Disposed	2022-02-09	Common Stock (50800)	Direct
2012-05-04	Employee Stock Option (Right to Buy)	$54.80	J	65348	Acquired	2022-02-09	Common Stock (65348)	Direct
2012-05-04	Phatom Stock	$	J	60311	Disposed		Common Stock (60311)	Direct
2012-05-04	Phantom Stock	$	J	79102	Acquired		Common Stock (79102)	Direct

Footnotes

F1: In connection with the spin-off of Phillips 66 on April 30, 2012 by ConocoPhillips, outstanding ConocoPhillips stock options that are not vested and are held by ConocoPhillips officers or employees, who continued as officers or employees of ConocoPhillips immediately after the spin-off, were replaced with adjusted ConocoPhillips stock options to purchase ConocoPhillips common stock, which will generally preserve the intrinsic value of each original stock option grant and the ratio of the exercise price to the fair market value of ConocoPhillips common stock on the distribution date.

F2: Vest in three equal annual installments beginning February 9, 2013.

F3: In connection with the spin-off of Phillips 66 on April 30, 2012 by ConocoPhillips, restricted stock units that are not vested and are held by ConocoPhillips officers or employees, who continued as officers or employees of ConocoPhillips immediately after the spin-off, were replaced with adjusted ConocoPhillips restricted stock units, which will generally preserve the intrinsic value of each restricted stock unit grant to the fair market value of ConocoPhillips common stock on the distribution date.

F4: The stock units convert to ConocoPhillips common stock on a 1-for-1 basis.

F5: The restrictions on the stock units lapse in two equal installments on the fourth and fifth anniversary of the grant date.