March 29, 2007

Via U.S. Mail and Facsimile

James J. Mulva
Chief Executive Officer
ConocoPhillips
600 North Dairy Ashford
Houston, TX 77079


RE:		ConocoPhillips
		Form 10-K for the fiscal year ended December 31, 2006
		File No. 1-32395

Dear Mr. Mulva:

      We have limited our review of your Form 10-K for the fiscal
year ended December 31, 2006, to disclosures relating to your
contacts with countries that have been identified as state
sponsors
of terrorism.  Our review with respect to this issue does not
preclude further review by the Assistant Director group with
respect
to other issues.  At this juncture, we are asking you to provide
us
with supplemental information, so that we may better understand
your
disclosure.  Please be as detailed as necessary in your response.
After reviewing this information, we may raise additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.



General -

1. We note the disclosure in your Form 10-K for fiscal 2005 that
you
expected your presence in Syria to end in 2006.  We note also that
the list of subsidiaries included as Exhibit 21 to your Form 10-K
for
fiscal 2006 includes Conoco Syria DEZ Gas Ltd. and Conoco Syria
Ltd.,
entities incorporated in Bermuda  Please advise us whether you
continue to have operations or activities associated with Syria.

2. We note that on page 32 of your 10-K for the fiscal year ended
December 31, 2006, you state that LUKOIL has exploratory or other
projects under way in a number of countries, including Iran.  We
also
note an article from April 2006 that reports that LUKOIL has
invested
heavily in a number of countries, including Sudan.  Iran and Sudan
have been identified by the U.S. State Department as state
sponsors
of terrorism, and are subject to U.S. economic sanctions and
export
controls.  Please address for us the potential impact on your
reputation and share value of the fact that LUKOIL, a company in
which you hold an approximately 20 percent equity stake and have
Board representation, appears to have operations associated with
Iran
and Sudan.

We note in this regard 2004 reports that you were ending your
operations in Iran and Syria following a request by the New York
City
Comptroller that you examine your ties with countries that promote
terrorism.

Please also address the potential impact of LUKOIL`S contacts with
Iran and Sudan upon the value of your approximately 20 percent
ownership interest in LUKOIL.


Closing Comments

      Please respond to this comment within 10 business days or
tell
us when you will provide us with a response.  Please submit your
response letter on EDGAR.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Exchange Act of
1934 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to the
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      In connection with responding to our comment, please
provide,
in writing, a statement from the company acknowledging that:

the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

staff comments or changes to disclosure in response to staff
comments
do not foreclose the Commission from taking any action with
respect
to the filings; and

the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filings or in response
to
our comments on your filings.

      Please understand that we may have additional comments after
we
review your response to our comment.  Please contact Jack
Guggenheim
at (202) 551-3523 if you have any questions about the comment or
our
review.  You may also contact me at (202) 551-3470.
								Sincerely,



								Cecilia D. Blye, Chief
								Office of Global Security
Risk