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

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1. Name and Address of Reporting Person * TSCHINKEL VICTORIA J   2. Issuer Name and Ticker or Trading Symbol CONOCOPHILLIPS [COP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 600 NORTH DAIRY ASHFORD 3. Date of Earliest Transaction (Month/Day/Year) 11/18/2011 (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 Common Stock 11/18/2011   G   40 D $ 0 10,814.223 D   Common Stock 12/15/2011   G   200 D $ 0 10,614.223 D   Common Stock 01/17/2012   M   3,467 A (1) 14,801.223 D   Common Stock               12,820.873 I See Footnote (2) Common Stock               171 I See Footnote (3)

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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

Stock Units

(1)

01/17/2012

M

3,467

01/17/2012

01/17/2012

Common Stock

3,467

(1)

0

D

Stock Units

(4)

01/15/2012

A

2,413

(5)

(5)

Common Stock

2,413

$ 70.47

2,413

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
TSCHINKEL VICTORIA J 600 NORTH DAIRY ASHFORD HOUSTON, TX 77079	X

Signatures

Nathan P. Murphy, Attorney in Fact (By Power of Attorney filed with the Commission on March 30, 2010)		01/18/2012
**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)	On January 17, 2012, the restrictions on the shares of common stock lapsed and were delivered to an account in the name of the reporting person.
(2)	These shares are held in a joint account with the reporting person's spouse.
(3)	Indirectly owned shares held in daughter's name.
(4)	The stock units convert to ConocoPhillips common stock on a 1-for-1 basis.
(5)	The reporting person has elected to receive payment as a lump sum four years from the grant date, which election may be changed by the reporting person to provide for deferred payments.

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