Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Wallette Don E Jr.
   2. Issuer Name and Ticker or Trading Symbol
CONOCOPHILLIPS [COP] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Vice President
(Last)
(First)
(Middle)
600 N. DAIRY ASHFORD ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
05/08/2012
(Street)

HOUSTON, TX 77079		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $ 23.55 05/04/2012   J(1)     12,738   (2) 10/22/2012 Common Stock 12,738 $ 0 0 D  
Employee Stock Option (Right to Buy) $ 17.96 05/04/2012   J(1)   12,930   10/22/2005 10/22/2012 Common Stock 12,930 $ 0 12,930 D  
Employee Stock Option (Right to Buy) $ 23.55 05/04/2012   J(1)     4,662   (2) 10/22/2012 Common Stock 4,662 $ 0 0 D  
Employee Stock Option (Right to Buy) $ 17.96 05/04/2012   J(1)   4,732   10/22/2005 10/22/2012 Common Stock 4,732 $ 0 4,732 D  
Employee Stock Option (Right to Buy) $ 24.37 05/04/2012   J(1)     8,400   (3) 02/10/2013 Common Stock 8,400 $ 0 0 D  
Employee Stock Option (Right to Buy) $ 18.59 05/04/2012   J(1)   8,527   02/10/2006 02/10/2013 Common Stock 8,527 $ 0 8,527 D  
Employee Stock Option (Right to Buy) $ 47.83 05/04/2012   J(1)     11,200   (5) 02/04/2015 Common Stock 11,200 $ 0 0 D  
Employee Stock Option (Right to Buy) $ 36.47 05/04/2012   J(1)   11,370   02/04/2008 02/04/2015 Common Stock 11,370 $ 0 11,370 D  
Employee Stock Option (Right to Buy) $ 59.075 05/04/2012   J(1)     7,500   (6) 02/10/2016 Common Stock 7,500 $ 0 0 D  
Employee Stock Option (Right to Buy) $ 45.05 05/04/2012   J(1)   7,619   02/10/2009 02/10/2016 Common Stock 7,619 $ 0 7,619 D  
Employee Stock Option (Right to Buy) $ 66.37 05/04/2012   J(1)     13,400   (7) 02/08/2017 Common Stock 13,400 $ 0 0 D  
Employee Stock Option (Right to Buy) $ 50.61 05/04/2012   J(1)   13,624   02/08/2010 02/08/2017 Common Stock 13,624 $ 0 13,624 D  
Employee Stock Option (Right to Buy) $ 79.38 05/04/2012   J(1)     13,200   (8) 02/14/2018 Common Stock 13,200 $ 0 0 D  
Employee Stock Option (Right to Buy) $ 60.53 05/04/2012   J(1)   13,377   02/14/2011 02/14/2018 Common Stock 13,377 $ 0 13,377 D  
Employee Stock Option (Right to Buy) $ 45.47 05/04/2012   J(1)     27,700   (9) 02/12/2019 Common Stock 27,700 $ 0 0 D  
Employee Stock Option (Right to Buy) $ 34.67 05/04/2012   J(1)   28,121   02/12/2012 02/12/2019 Common Stock 28,121 $ 0 28,121 D  
Employee Stock Option (Right to Buy) $ 48.385 05/04/2012   J(1)(4)     28,100   (10) 02/12/2020 Common Stock 28,100 $ 0 0 D  
Employee Stock Option (Right to Buy) $ 36.9 05/04/2012   J(1)(4)   31,311     (11) 02/12/2020 Common Stock 31,311 $ 0 31,311 D  
Employee Stock Option (Right to Buy) $ 70.125 05/04/2012   J(1)(4)     28,300   (12) 02/10/2021 Common Stock 28,300 $ 0 0 D  
Employee Stock Option (Right to Buy) $ 53.47 05/04/2012   J(1)(4)   34,407     (13) 02/10/2021 Common Stock 34,407 $ 0 34,407 D  
Employee Stock Option (Right to Buy) $ 71.87 05/04/2012   J(4)     32,900   (14) 02/09/2022 Common Stock 32,900 $ 0 0 D  
Employee Stock Option (Right to Buy) $ 54.8 05/04/2012   J(4)   42,322     (14) 02/09/2022 Common Stock 42,322 $ 0 42,322 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Wallette Don E Jr.
600 N. DAIRY ASHFORD ROAD
HOUSTON, TX 77079		       Executive Vice President  

Signatures

 Nathan P. Murphy, Attorney-in-Fact   05/08/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) In connection with the spin-off of Phillips 66 on April 30, 2012 by ConocoPhillips, outstanding ConocoPhillips stock options were adjusted so that the holders hold vested stock options to purchase both Phillips 66 common stock and ConocoPhillips common stock. The Phillips 66 and ConocoPhillips stock options received, when combined, 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.
(2) Vested in three equal annual installments beginning on October 22, 2003.
(3) Vested in three equal annual installments beginning on February 10, 2004.
(4) 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.
(5) Vested in three equal annual installments beginning February 4, 2006.
(6) Vested in three equal annual installments beginning February 10, 2007.
(7) Vested in three equal annual installments beginning February 8, 2008.
(8) Vested in three equal annual installments beginning February 14, 2009.
(9) Vested in three equal annual installments beginning February 12, 2010.
(10) Vest in three equal annual installments beginning February 12, 2011.
(11) 19,020 stock options have vested. The remaining 12,291 stock options will vest on February 12, 2013
(12) Vest in three equal annual installments beginning February 10, 2012.
(13) 9,603 stock options have vested. The remaining 24,804stock options will vest in two equal annual installments beginning February 10, 2013.
(14) Vest in three equal annual installments beginning February 9, 2013.

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