Edgar Filing: CONOCOPHILLIPS

Ownership Submission

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, 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 ^*

Â Gallogly James L

2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2006

3. Issuer Name and Ticker or Trading Symbol
CONOCOPHILLIPS [COP]

(Last)

(First)

(Middle)

600 NORTH DAIRY ASHFORD

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
EVP-Refining,Marktg,Transport

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

HOUSTON,Â TXÂ 77079

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 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	12,886	I	By ConocoPhillips Savings Plan
Common Stock	12,114 ⁽¹⁾	I	By 401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Phantom Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	4,475	$ ⁽³⁾	D	Â
Stock Options (right to buy)	Â ⁽⁴⁾	10/11/2009	Common Stock	3,472	$ 23.44	D	Â
Stock Options (right to buy)	Â ⁽⁴⁾	09/13/2009	Common Stock	2,800	$ 26.57	D	Â
Stock Options (right to buy)	Â ⁽⁴⁾	09/26/2010	Common Stock	1,800	$ 31.47	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Gallogly James L 600 NORTH DAIRY ASHFORD HOUSTON,Â TXÂ 77079	Â	Â	Â EVP-Refining,Marktg,Transport	Â

Signatures

Michael A. Gist, attorney-in-fact (Power of Attorney filed herewith)		04/06/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Based on a plan statement as of March 30, 2006.
(2)	The shares of phantom stock were acquired under a Deferred Compensation Plan providing for settlement upon termination of employment, subject to possible deferred payment in certain circumstances. The reporting of this transaction is not an acknowledgment that it is not an exempt transaction under an Excess Benefit Plan pursuant to Rule 16b-3(c).
(3)	The shares of phantom stock convert to ConocoPhillips common stock on a 1-for-1 basis.
(4)	The stock options became immediately exercisable upon the approval by the stockholders of Phillips Petroleum Company of the merger with Conoco Inc. at the special meeting of Phillips stockholders held on March 12, 2002.
Â Remarks: ExhibitÂ List:Â Â ExhibitÂ 24Â -Â PowerÂ ofÂ Attorney

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