July 12, 2024

Ryan M. Lance
Chief Executive Officer
ConocoPhillips
925 N. Eldridge Parkway
Houston, TX 77079

       Re: ConocoPhillips
           Registration Statement on Form S-4
           Filed June 25, 2024
           File No. 333-280448
Dear Ryan M. Lance:

     We have conducted a limited review of your registration statement and have
the following
comment(s).

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe a comment applies to your facts
and circumstances
or do not believe an amendment is appropriate, please tell us why in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to this letter, we may have additional comments.

Registration Statement on Form S-4 filed June 25, 2024
Material U.S. Federal Income Tax Consequences of the Merger, page 112

1.     We note that the tax opinions filed at Exhibits 8.1 and 8.2 express no
opinion but state
       that the discussion set forth in the registration statement under the
caption    Material U.S.
       Federal Income Tax Consequences of the Merger    is accurate in all
material
       respects. Please revise your disclosure and have counsel revise their
respective tax
       opinions to state clearly that the tax consequences discussed in this
section are counsel   s
       opinion. A description of the law is not sufficient. Please also revise
the registration
       statement to affirmatively describe the tax consequences of the Business
Combination that
       will be, as opposed to what ConocoPhillips and Marathon Oil "intend." If
there is
       uncertainty regarding the tax treatment of the transactions, counsel may
issue a "should"
       or "more likely than not" opinion to make clear that the opinion is
subject to a degree of
       uncertainty, and explain why it cannot give a firm opinion. See Item
601(b)(8) of
       Regulation S-K and refer to Section III of Staff Legal Bulletin No. 19.
 July 12, 2024
Page 2


        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Liz Packebusch, Staff Attorney, at 202-551-8749 or Kevin
Dougherty,
Staff Attorney, at 202-551-3271 with any other questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Energy &
Transportation
cc:   Gregory E. Ostling