SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* SHACKOULS BOBBY S (Last) (First) (Middle) 600 NORTH DAIRY ASHFORD (Street) HOUSTON TX 77079 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol CONOCOPHILLIPS [ COP ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/31/2006
	4. If Amendment, Date of 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

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
Common Stock	03/31/2006		A(1)		85,598	A	(2)	85,598	D

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 Securities Underlying Derivative Security (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: 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
Stock Options (right to buy)	$20.35	03/31/2006		A(1)		4,904		(3)	01/20/2014	Common Stock	4,904	(4)	4,904	D
Stock Options (right to buy)	$20.35	03/31/2006		A(1)		283,606		(3)	01/21/2014	Common Stock	283,606	(5)	283,606	D
Stock Options (right to buy)	$30.65	03/31/2006		A(1)		3,173		(3)	01/25/2015	Common Stock	3,173	(6)	3,173	D
Stock Options (right to buy)	$30.65	03/31/2006		A(1)		68,954		(3)	01/26/2015	Common Stock	68,954	(7)	68,954	D
Stock Options (right to buy)	$30.65	03/31/2006		A(1)		72,127		(3)	01/26/2015	Common Stock	72,127	(8)	72,127	D
Stock Options (right to buy)	$62.99	03/31/2006		A(1)		1,586		(3)	01/24/2016	Common Stock	1,586	(9)	1,586	D
Stock Options (right to buy)	$62.99	03/31/2006		A(1)		121,030		(3)	01/25/2016	Common Stock	121,030	(10)	121,030	D

Explanation of Responses:

1. In connection with the merger (the "Merger") of Burlington Resources into and with a subsidiary of ConocoPhillips on March 31, 2006, each share of Burlington Resources common stock was converted into the right to receive $46.50 in cash and 0.7214 shares of ConocoPhillips common stock. In addition, certain options and awards with respect to shares of Burlington common stock were converted into options and awards with respect to ConocoPhillips common stock at a ratio of one to approximately 1.4426. Each of these transactions is exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to, without limitation, Rule 16b-3.

2. 67,264 of these shares and certain cash were received in connection with the Merger in exchange for 93,242 shares of Burlington common stock. 18,334 of these shares were received in connection with the Merger in exchange for 12,710 shares of Burlington common stock.

3. Immediately.

4. Received in connection with the Merger in exchange for options to acquire 3,400 shares of Burlington common stock for $29.36 per share.

5. Received in connection with the Merger in exchange for options to acquire 196,600 shares of Burlington common stock for $29.36 per share.

6. Received in connection with the Merger in exchange for options to acquire 2,200 shares of Burlington common stock for $44.22 per share.

7. Received in connection with the Merger in exchange for options to acquire 47,800 shares of Burlington common stock for $44.22 per share.

8. Received in connection with the Merger in exchange for options to acquire 50,000 shares of Burlington common stock for $44.22 per share.

9. Received in connection with the Merger in exchange for options to acquire 1,100 shares of Burlington common stock for $90.87 per share.

10. Received in connection with the Merger in exchange for options to acquire 83,900 shares of Burlington common stock for $90.87 per share.

Remarks:

	Michael A. Gist, attorney-in-fact (Power of Attorney filed with the Commission on 04/04/2006)	04/04/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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