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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

CAVANEY RED

(Last)

(First)

(Middle)

600 NORTH DAIRY ASHFORD

(Street)

HOUSTON

77079

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/07/2012

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	1,780.205	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	1,939.924	⁽²⁾	D
Stock Option (Right to Buy)	⁽³⁾	02/12/2019	Common Stock	51,877	$34.67	D
Stock Option (Right to Buy)	⁽³⁾	02/12/2020	Common Stock	55,938	$36.9	D
Stock Option (Right to Buy)	⁽³⁾	02/10/2021	Common Stock	44,377	$53.47	D
Stock Option (Right to Buy)	⁽³⁾	02/09/2022	Common Stock	52,870	$54.8	D
Stock Units	⁽⁶⁾	⁽⁵⁾	Common Stock	9,561	⁽⁴⁾	D
Stock Units	⁽⁶⁾	⁽⁵⁾	Common Stock	45,249	⁽⁴⁾	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 acknowledgement that it is not an exempt transaction under the Excess Benefit Plan pursuant to Rule 16a-3(c).

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

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

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

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

6. 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 by the Company without cause or by mutual agreement; (c) termination of employment due to death or total disability; or (d) termination of employment following a change in control. During the escrow period, the reporting person may not dispose of the stock units. 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 in which case the stock units will convert to common stock. The reporting person may also elect to defer conversion of stock units until a later date.

	Shannon B. Weinberg, Attorney In Fact (by Power of Attorney filed herewith)	12/17/2012
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.