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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
Lance Ryan Michael
   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)
Senior Vice President
(Last)
(First)
(Middle)
CONOCOPHILLIPS, 600 NORTH DAIRY ASHFORD		 3. Date of Earliest Transaction (Month/Day/Year)
05/04/2012
(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.
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 control number. SEC 1474 (9-02)

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) $ 59.075 05/04/2012   J(1)     22,700   (2) 02/10/2016 Common Stock 22,700 $ 0 0 D  
Employee Stock Option (Right to Buy) $ 45.05 05/04/2012   J(1)   23,061   02/10/2009 02/10/2016 Common Stock 23,061 $ 0 23,061 D  
Employee Stock Option (Right to Buy) $ 66.37 05/04/2012   J(1)     34,900   (3) 02/08/2017 Common Stock 34,900 $ 0 0 D  
Employee Stock Option (Right to Buy) $ 50.61 05/04/2012   J(1)   35,485   02/08/2010 02/08/2017 Common Stock 35,485 $ 0 35,485 D  
Employee Stock Option (Right to Buy) $ 79.38 05/04/2012   J(1)     44,300   (4) 02/14/2018 Common Stock 44,300 $ 0 0 D  
Employee Stock Option (Right to Buy) $ 60.53 05/04/2012   J(1)   44,896   02/14/2011 02/14/2018 Common Stock 44,896 $ 0 44,896 D  
Employee Stock Option (Right to Buy) $ 45.47 05/04/2012   J(1)     60,200   (5) 02/12/2019 Common Stock 60,200 $ 0 0 D  
Employee Stock Option (Right to Buy) $ 34.67 05/04/2012   J(1)   61,115   02/12/2012 02/12/2019 Common Stock 61,115 $ 0 61,115 D  
Employee Stock Option (Right to Buy) $ 48.385 05/04/2012   J(1)(6)     88,800   (7) 02/12/2020 Common Stock 88,800 $ 0 0 D  
Employee Stock Option (Right to Buy) $ 36.9 05/04/2012   J(1)(6)   98,949     (8) 02/12/2020 Common Stock 98,949 $ 0 98,949 D  
Employee Stock Option (Right to Buy) $ 70.125 05/04/2012   J(1)(6)     71,700   (9) 02/10/2021 Common Stock 71,700 $ 0 0 D  
Employee Stock Option (Right to Buy) $ 53.47 05/04/2012   J(1)(6)   87,174     (10) 02/10/2021 Common Stock 87,174 $ 0 87,174 D  
Employee Stock Option (Right to Buy) $ 71.87 05/04/2012   J(6)     81,700   (11) 02/09/2022 Common Stock 81,700 $ 0 0 D  
Employee Stock Option (Right to Buy) $ 54.8 05/04/2012   J(6)   105,098     (11) 02/09/2022 Common Stock 105,098 $ 0 105,098 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Lance Ryan Michael
CONOCOPHILLIPS
600 NORTH DAIRY ASHFORD
HOUSTON, TX 77079		       Senior 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 February 10, 2007.
(3) Vested in three equal annual installments beginning February 8, 2008.
(4) Vested in three equal annual installments beginning February 14, 2009
(5) Vested in three equal annual installments beginning on February 12, 2010
(6) 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.
(7) Vest in three equal installments beginning February 12, 2011
(8) 60,109 stock options are vested. The remaining 38,840 stock options will vest on February 12, 2013.
(9) Vest in three equal installments beginning on February 10, 2012.
(10) 24,331 stock options are vested. The remaining 62,843 stock options will vest in two equal annual installments beginning February 10, 2013.
(11) Vest in three equal annual installments beginning February 9, 2013.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.