SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Lance Ryan Michael

(Last)

(First)

(Middle)

600 NORTH DAIRY ASHFORD

(Street)

HOUSTON

77079

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/13/2009

3. Issuer Name and Ticker or Trading Symbol
CONOCOPHILLIPS [ COP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	8,516.7997	D
Common Stock	2,931.861	I	By ConocoPhillips Savings Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Phantom Stock	⁽¹⁾	⁽¹⁾	Common Stock	3,314.223	⁽²⁾	D
Stock Units	⁽³⁾	⁽⁴⁾	Common Stock	5,834	⁽⁵⁾	D
Stock Units	⁽³⁾	⁽⁴⁾	Common Stock	20,540	⁽⁵⁾	D
Stock Units	⁽³⁾	⁽⁴⁾	Common Stock	20,896	⁽⁵⁾	D
Stock Units	⁽³⁾	⁽⁴⁾	Common Stock	26,360	⁽⁵⁾	D
Stock Units	⁽³⁾	⁽⁴⁾	Common Stock	14,016	⁽⁵⁾	D
Stock Options (rights to buy)	⁽⁶⁾	09/11/2010	Common Stock	1,600	$32.16⁽⁷⁾	D
Stock Options (rights to buy)	⁽⁶⁾	10/09/2010	Common Stock	3,560	$31.14⁽⁸⁾	D
Stock Options (rights to buy)	⁽⁶⁾	12/01/2011	Common Stock	623	$27.77⁽⁹⁾	D
Stock Options (rights to buy)	⁽⁶⁾	10/22/2012	Common Stock	10,786	$23.55⁽¹⁰⁾	D
Stock Options (rights to buy)	⁽⁶⁾	02/08/2014	Common Stock	24,400	$32.81⁽¹¹⁾	D
Stock Options (rights to buy)	⁽⁶⁾	02/04/2015	Common Stock	33,400	$47.83⁽¹²⁾	D
Stock Options (rights to buy)	⁽⁶⁾	02/10/2016	Common Stock	22,700	$59.075	D
Stock Options (rights to buy)	⁽⁶⁾	02/08/2017	Common Stock	34,900	$66.37	D
Stock Options (rights to buy)	⁽⁶⁾	02/14/2018	Common Stock	44,300	$79.38	D
Stock Options (rights to buy)	⁽⁶⁾	02/12/2019	Common Stock	90,200	$45.47	D

Explanation of Responses:

1. The shares of phantom stock were acquired under a Defined Contribution Makeup Plan providing for settlement upon termination of employment, subject to possible deferred payment in certain circumstances. The reporting of this transaction is not an acknowledgment that it is not an exempt transaction under an Excess Benefit Plan pursuant to Rule 16b-3(c).

2. The shares of phantom stock convert to ConocoPhillips common stock on a 1-for-1 basis.

3. The stock units will be forfeited if the reporting person separates from service prior to the end of an escrow period ending on the earliest to occur of the following: (a) termination of employment as a result of layoff; (b) termination of employment after attainment of age 55 with five years of service; (c) termination of employment due to death or total disability; or (d) termination of employment following a change in control. The stock units will convert to common stock on the later of (a) the end of the escrow period or (b) the earlier of (i) death or (ii) six months after separation from service. The reporting person may also elect to defer conversion of stock units until a later date and may elect to receive the common stock in lump sum or annual installments.

4. The stock units do not have an expiration date.

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

6. The stock options become exercisable in three equal annual installments beginning on the first anniversary of the date of grant.

7. The stock option award of September 11, 2000 for 800 shares with an exercise price of $64.32 was adjusted to 1,600 shares with an exercise price of $32.16 due to a two-for-one stock split of ConocoPhillips common stock effective June 1, 2005.

8. The stock option award of October 9, 2000 for 1,780 shares with an exercise price of $62.28 was adjusted to 3,560 shares with an exercise price of $31.14 due to a two-for one stock split of the ConocoPhillips common stock effective June 1, 2005.

9. The stock option award of December 1, 2001 for 700 shares with an exercise price of $55.54 was adjusted to 1,400 shares with an exercise price of $27.77 due to a two-for-one stock split of the ConocoPhillips common stock effective June 1, 2005. Following a partial exercise of this option, the option may now be exercised for 623 shares with an exercise price of $27.77.

10. The stock option award of October 22, 2002 for 5,818 shares with an exercise price of $47.10 was adjusted to 11,636 shares with an exercise price of $23.55 due to a two-for-one stock split of the ConocoPhillips common stock effective June 1, 2005. Following a partial exercise of this option, the option may now be exercised for 10,786 shares at an exercise price of $23.55.

11. The stock option award of February 8, 2004 for 24,700 shares with an exercise price of $65.62 was adjusted to 49,400 shares with an exercise price of $32.81 due to a two-for-one stock split of the ConocoPhillips common stock effective June 1, 2005. Following a partial exercise of this option, the option may now be exercised for 24,400 shares at an exercise price of $32.81.

12. The stock option award of of February 4, 2005 for 16,700 shares with an exercise price of $95.66 was adjusted to 33,400 shares with an exercise price of $47.83 due to a two-for-one stock split of the ConocoPhillips common stock effective June 1, 2005.

Remarks:

	Chris Wood (by power of attorney filed herewith)	05/26/2009
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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