UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


         Date of Report (date of earliest event reported): July 25, 2007

                                 ConocoPhillips
             (Exact name of registrant as specified in its charter)

          Delaware                    001-32395                  01-0562944
(State or other jurisdiction         (Commission              (I.R.S. Employer
      of incorporation)              File Number)            Identification No.)


                             600 North Dairy Ashford
                              Houston, Texas 77079
              (Address of principal executive offices and zip code)


       Registrant's telephone number, including area code: (281) 293-1000


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17
    CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
    CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))




Item 2.02 Results of Operations and Financial Condition

     On July 25, 2007, ConocoPhillips issued a press release announcing the
company's financial and operating results for the quarter ended June 30, 2007. A
copy of the press release is furnished as Exhibit 99.1 hereto and incorporated
herein by reference. Additional financial and operating information about the
quarter is furnished as Exhibits 99.2 and 99.3 hereto and incorporated herein by
reference.

The press release contains the following measures that are not calculated in
accordance with U.S. generally accepted accounting principles (GAAP):

     o Earnings adjusted for the Venezuela impairment.
     o Diluted earnings per share adjusted for the Venezuela impairment.
     o E&P earnings adjusted for the Venezuela impairment.
     o Effective tax rate adjusted for the Venezuela impairment.

We have included these non-GAAP financial measures because, in management's
opinion, excluding the second-quarter 2007 charge associated with the complete
impairment of our Venezuelan oil interests is a better indicator of the
company's ongoing earnings, effective tax rate and earnings per share, and is
therefore more useful in comparing the company's results with prior and future
periods.


Item 9.01 Financial Statements and Exhibits

(d)  Exhibits

     99.1 -- Press release issued by ConocoPhillips on July 25, 2007.

     99.2 -- Financial and operational tables.

     99.3 -- Supplemental financial information.

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                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                                         CONOCOPHILLIPS


                                                       /s/ Rand C. Berney
                                                   -----------------------------
                                                          Rand C. Berney
                                                   Vice President and Controller

July 25, 2007

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                                  EXHIBIT INDEX

Exhibit
No.           Description
---           -----------

99.1          Press release issued by ConocoPhillips on July 25, 2007.

99.2          Financial and operational tables.

99.3          Supplemental financial information.

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