CONOCOPHILLIPS — Director's Dealing 2013

Feb 5, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CONOCOPHILLIPS (COP)
CIK: 0001163165
Period of Report: 2013-02-01

Reporting Person: LUNDQUIST ANDREW D (SVP)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-01	Stock Units	$	A	3652	Disposed		Common Stock (3652)	Direct

Footnotes

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

F2: The stock units will be forfeited if the reporting person terminates for any reason except layoff, death or disability prior to the third anniversary of the grant date. During the escrow period, the reporting person may not dispose of the stock units. 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. The reporting person may also defer conversion of stock units until a later date.

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