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* KELLY JANET LANGFORD (Last) (First) (Middle) 600 N. DAIR ASHFORD (Street) HOUSTON TX 77079 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/01/2007	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	130	I	By spouse in trust
Common stock	856.192	I	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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock options (right to buy)	(1)	08/01/2016	Common stock	6,700	68.515	D
Stock options (right to buy)	(1)	02/08/2017	Common stock	19,100	66.37	D

Explanation of Responses:

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

Remarks:

	Nathan P. Murphy, Attorney-in-Fact (Power of Attorney filed herewith)	09/05/2007
	** 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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POWER OF ATTORNEY



     The undersigned, a person subject to ownership reporting pursuant

to Section 16(a) of the Securities Exchange Act of 1934, as amended

(the "Exchange Act"), and requirements pursuant to Rule 144 under the

Securities Act of 1933, as amended (the "Securities Act"), in respect

of the equity securities of ConocoPhillips, hereby makes, constitutes

and appoints any of Wayne C. Byers, Brenda M. Landry, Nathan P. Murphy

and Michael A. Plotz my true and lawful attorney-in-fact with full

power and authority:

     (1)  to prepare, execute in my name and on my behalf, and file

with the U.S. Securities and Exchange Commission (the "SEC") any of the

following forms which I may be required or permitted to file:

        (A)  Form ID and any other documents necessary or appropriate to

obtain codes and passwords enabling the undersigned to make electronic

filings with the SEC of reports required by Section 16(a) of the Exchange

Act or any rule or regulation of the SEC;

         (B)  Forms 3, 4 and 5 or any other reports or statements of

beneficial ownership or changes of beneficial ownership necessary or

appropriate under Section 16(a) of the Exchange Act; and

         (C)  Form 144, or any other notice of proposed sale of

securities or other document necessary or appropriate under Rule 144

of the Securities Act.

     (2)  to do and perform any and all acts for and on my behalf

which may be necessary or desirable to complete and execute any such

Form ID, 3, 4, 5, or 144, complete and execute any amendment or

amendments thereto, and timely file such form with the SEC and any

stock exchange or similar authority.

     I hereby revoke any previous power of attorney I may have given

to any person to make and file such reports, statements and notices

with respect to the equity securities of ConocoPhillips.  This power

of attorney shall remain in force for so long as I may be subject to

reporting obligations under Section 16(a) of the Exchange Act or the

requirements of Rule 144 under the Securities Act, unless earlier

expressly revoked by me in writing and delivered to ConocoPhillips.

Each of my attorneys-in-fact may at their sole discretion designate

one or more substitute attorneys-in-fact to act in their place.  I

acknowledge that my attorneys-in-fact, in serving in this capacity at

my request, are not assuming, nor is ConocoPhillips assuming, any of

my responsibilities to comply with the Exchange Act, the Securities

Act, or the rules and regulations thereunder.



       JANET LANGFORD KELLY

________________________________________

 Janet Langford Kelly



Date: August 3, 2007