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 *
LIMBACHER RANDY L
   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)
ExecVP-Exploration&Production
(Last)
(First)
(Middle)
600 NORTH DAIRY ASHFORD		 3. Date of Earliest Transaction (Month/Day/Year)
03/31/2006
(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
Common Stock 03/31/2006   A(1)   59,323 A (2) 59,323 D  

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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
Stock Options (right to buy) $ 30.65 03/31/2006   A(1)   3,173     (3) 01/25/2015 Common Stock 3,173 (4) 3,173 D  
Stock Options (right to buy) $ 30.65 03/31/2006   A(1)   22,071     (3) 01/26/2015 Common Stock 22,071 (5) 22,071 D  
Stock Options (right to buy) $ 30.65 03/31/2006   A(1)   25,244     (3) 01/26/2015 Common Stock 25,244 (6) 25,244 D  
Stock Options (right to buy) $ 62.99 03/31/2006   A(1)   1,586     (7) 01/24/2016 Common Stock 1,586 (8) 1,586 D  
Stock Options (right to buy) $ 62.99 03/31/2006   A(1)   41,689     (7) 01/25/2016 Common Stock 41,689 (9) 41,689 D  
Phantom Stock Units (10) 03/31/2006   A(1)   29,463.29     (3)   (11) Common Stock 29,463.29 (12) 29,463.29 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
LIMBACHER RANDY L
600 NORTH DAIRY ASHFORD
HOUSTON, TX 77079		       ExecVP-Exploration&Production  

Signatures

 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

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 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) 47,062 of these shares and certain cash were received in connection with the Merger in exchange for 65,239 shares of Burlington common stock. 12,261 of these shares were received in connection with the Merger in exchange for 8,500 shares of Burlington common stock.
(3) Immediately.
(4) Received in connection with the Merger in exchange for options to acquire 2,200 shares of Burlington common stock for $44.22 per share.
(5) Received in connection with the Merger in exchange for options to acquire 15,300 shares of Burlington common stock for $44.22 per share.
(6) Received in connection with the Merger in exchange for options to acquire 17,500 shares of Burlington common stock for $44.22 per share.
(7) The options vest in two equal installments on January 25, 2007 and January 25, 2008.
(8) Received in connection with the Merger in exchange for options to acquire 1,100 shares of Burlington common stock for $90.87 per share.
(9) Received in connection with the Merger in exchange for options to acquire 28,900 shares of Burlington common stock for $90.87 per share.
(10) 1-for-1
(11) These phantom stock units were acquired under a deferred compensation plan and are to be settled in cash upon retirement or other termination from the Company.
(12) Received in connection with the Merger in exchange for 20,424.39 Burlington Phantom Stock Units.

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