-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KVp63mmMuh/cU4wJ9gwMtc3leIQ3UIO7fMKupSvlT2roqBRZAbr+xwaNthkJQ3NF bP8kMpofFQYc7+XgaLno0g== 0000932471-08-000661.txt : 20080214 0000932471-08-000661.hdr.sgml : 20080214 20080214152722 ACCESSION NUMBER: 0000932471-08-000661 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CONOCOPHILLIPS CENTRAL INDEX KEY: 0001163165 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 010562944 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78580 FILM NUMBER: 08614471 BUSINESS ADDRESS: STREET 1: CONOCOPHILLIPS STREET 2: 600 NORTH DAIRY ASHFORD ROAD CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: 2812931000 MAIL ADDRESS: STREET 1: CONOCOPHILLIPS STREET 2: 600 NORTH DAIRY ASHFORD ROAD CITY: HOUSTON STATE: TX ZIP: 77079 FORMER COMPANY: FORMER CONFORMED NAME: CORVETTEPORSCHE CORP DATE OF NAME CHANGE: 20011204 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VANGUARD FIDUCIARY TRUST CO CENTRAL INDEX KEY: 0000933478 IRS NUMBER: 232186884 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 500 ADMIRAL NELSON BLVD CITY: MALVERN STATE: PA ZIP: 19355 BUSINESS PHONE: 6106691000 SC 13G/A 1 conocophillips.htm CONOCOPHILLIPS 13G

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Schedule 13G

Under the Securities Exchange Act of 1934
(Amendment No.: 6)*

Name of Issuer: ConocoPhillips

Title of Class of Securities: Common Stock

CUSIP Number: 20825C104

Date of Event Which Requires Filing of this Statement: December 31, 2007

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

(X) Rule 13d-1(b)
(  ) Rule 13d-1(c)
(  ) Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on the following page(s))




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13G

CUSIP No.: 20825C104


1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON


  Vanguard Fiduciary Trust Company, in its capacity as trustee for certain employee benefit plan(s). I.R.S. Identification Number 23-2186884.


2. CHECK THE APPROPRIATE [LINE] IF A MEMBER OF A GROUP


  Not Applicable                  A.                 B.


3. SEC USE ONLY



4. CITIZENSHIP OR PLACE OF ORGANIZATION


  Pennsylvania


(For questions 5-8, report the number of shares beneficially owned by each reporting person with:)


5. SOLE VOTING POWER


  None


6. SHARED VOTING POWER


  102,920,004 Shares


7. SOLE DISPOSITIVE POWER


  None


8. SHARED DISPOSITIVE POWER


  102,920,004 Shares



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13G

CUSIP No.: 20825C104


9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


  102,920,004 Shares


10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES


  N/A


11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9


  6.434%


12. TYPE OF REPORTING PERSON


  BK





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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________

SCHEDULE 13G
Under the Securities Exchange Act of 1934

_________________

Item 1 (a) — Name of Issuer

  ConocoPhillips

Item 1 (b) — Address of Issuer’s Principal Executive Offices:

  600 North Dairy Ashford Road
Houston, TX 77079

           


Item 2 (a) — Name of Person Filing:

  Vanguard Fiduciary Trust Company, in its capacity as trustee for certain employee benefit plan(s).

Item 2 (b) – Address of Principal Business Office or, if none, residence

  500 Admiral Nelson Blvd.
Malvern, PA 19355

Item 2 (c) — Citizenship

  Vanguard Fiduciary Trust Company is a trust company organized under the laws of the Commonwealth of Pennsylvania.

Item 2 (d) — Title of Class of Securities

  Common Stock

Item 2 (e) — CUSIP Number

  20825C104

Item 3 — Type of Filing:

  If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
                (b) X Bank as defined in Section 3(a)(6) of the Act.




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Item 4 — Ownership:

  (a) Amount Beneficially Owned:

  102,920,004 Shares

  (b) Percent of Class:

  6.434%

  (c) Number of shares as to which such person has:

  (i) sole power to vote or to direct the vote: None

  (ii) shared power to vote or to direct the vote: 102,920,004 Shares*

  (iii) sole power to dispose or to direct the disposition of: None

  (iv) shared power to dispose or to direct the disposition of: 102,920,004 Shares**

*Each participant holding shares of Common Stock in each of the Trusts shall instruct the Trustee how to vote the shares of Company Stock attributable to such participant's account, whether or not vested. The Trustee, itself or by proxy, shall vote shares of Common Stock attributable to such participants accounts in accordance with the instruction of such participants. If, prior to any vote of stockholders, the Trustee has not received instructions from such participants with respect to any shares of Company Stock in their accounts, the Trustee may vote such shares at such meeting in the same proportion as the shares for which the Trustee has received timely instructions, subject to applicable law.

The numbers shown above revise the previous filing submitted on 2/7/2008.

**Shares of Common Stock in each of the Trusts are held in various accounts, allocated by the source of contribution (employer, the predecessor to the employer or the employee) and may be disposed of by the Plan or the Trustee only in accordance with the terms of each of the Trusts.

Item 5.     Ownership of Five Percent or Less of a Class.

  Not applicable


Item 6.      Ownership of More than Five Percent on Behalf of Another Person.

  Not applicable


Item 7.     Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

  Not Applicable

Item 8.     Identification and Classification of Members of the Group.

  Not Applicable




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Item 9.     Notice of Dissolution of Group.

  Not Applicable

Item 10.     Certification.

        By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.



  Date: February 14, 2008
     
     
    Vanguard Fiduciary Trust Company,
as Trustee for Certain employee benefit plans
     
     
    By:      /s/ Michael Kimmel
         Name: Michael Kimmel
         Title: Secretary

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