8-K

                                  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): February 21, 2006

                                 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 February 21, 2006, ConocoPhillips issued a press release announcing the
company's replacement of 2005 production. A copy of the press release is
furnished as Exhibit 99.1 hereto and incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits

     (c)  Exhibits

          99.1  --  Press release issued by ConocoPhillips on February 21, 2006.




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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

February 21, 2006


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                                  EXHIBIT INDEX


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

99.1          Press release issued by ConocoPhillips on February 21, 2006.



                                       4

EX-99.1

                                                                    Exhibit 99.1

                 ConocoPhillips Announces 2005 Reserve
    Replacement of 230 Percent (Including LUKOIL and Other Equity
 Affiliates); Reserve Replacement of 100 Percent, Excluding Sales and
                             Acquisitions

    HOUSTON--(BUSINESS WIRE)--Feb. 21, 2006--ConocoPhillips (NYSE:COP)
today announced preliminary net additions of 1.553 billion barrels of
oil equivalent (BOE), including Libya and equity affiliates, to its
proved reserves during 2005. The company's reserve replacement ratio
was 230 percent, based on 675 million BOE of production, bringing
ConocoPhillips' total reserves to 9.4 billion BOE. Excluding sales and
acquisitions, such as increases in LUKOIL ownership and re-entry into
Libya, ConocoPhillips' reserve replacement ratio was 100 percent.
    The above excludes 0.3 billion barrels associated with the
company's Canadian Syncrude operations. U.S. Securities and Exchange
Commission (SEC) regulations define the company's Syncrude operations
as mining related; therefore, these operations are not reported as
part of the company's conventional oil and gas proved reserves. Also,
consistent with SEC guidelines to use year-end prices for reserve
estimates, proved oil reserves for the Surmont project in Canada were
not included.
    Total reserve additions, including revisions, improved recovery,
purchases, and extensions and discoveries, were 1.569 billion BOE.
Costs incurred, as defined by Statement of Financial Accounting
Standards No. 69 (SFAS No. 69), are expected to be $10.508 billion.
This includes ConocoPhillips' estimate of LUKOIL's 2005 year-end
results. At the end of 2005, ConocoPhillips had a 16.1 percent equity
interest in LUKOIL. Estimated reserve additions and costs incurred
related to LUKOIL were 0.655 billion BOE and $2.511 billion,
respectively.
    "The improvement in 2005 from 2004 is attributable to extensions
and discoveries from our legacy projects in Qatar, the United States
and the Asia Pacific region, as well as our re-entry into Libya and
our increased equity ownership in LUKOIL," said Bill Berry, executive
vice president of Exploration and Production. "We remain committed to
replacing reserves at competitive finding and development costs."

    Pro Forma Information

    The company's pro forma reserve replacement rate averaged 155
percent for the past five years. Excluding the impact of the company's
investment in LUKOIL, the five-year average reserve replacement was
109 percent of production.
    To provide meaningful, prior-period comparisons, the company is
providing the following pro forma operating information. This pro
forma information was prepared by combining the historical results of
Conoco and Phillips for all reporting periods presented prior to the
merger and those of ConocoPhillips since the merger, including the
company's investment in LUKOIL.


                               SFAS 69 Costs
                                 Incurred         Reserve Additions(a)
                               (Preliminary)         (Preliminary)
- ----------------------------------------------------------------------
                            Billions of dollars     Billions of BOE
- ----------------------------------------------------------------------
 ConocoPhillips 2001-2005
  Total Consolidated and
    Equity Affiliates             $41.93                 7.31
- ----------------------------------------------------------------------
    Conoco pre-merger,
net of purchase adjustment         (5.39)               (2.06)
- ----------------------------------------------------------------------
 Pro forma costs incurred
  and reserve additions            36.54                 5.25
- ----------------------------------------------------------------------

(a) Includes additions due to revisions, improved recovery, purchases,
    and extensions and discoveries.


    CONOCOPHILLIPS' RESERVES ESTIMATION FOR EQUITY INVESTMENT IN
LUKOIL

    ConocoPhillips' estimated year-end 2005 reserves related to its
equity investment in LUKOIL are based on LUKOIL's year-end 2004
reserves (adjusted for known additions, license extensions,
dispositions and public information) and include adjustments to
conform to ConocoPhillips' reserves policy and provide for estimated
2005 production. Any differences between this estimate and actual
reserve computations will be recorded in a subsequent period.

    EXPLANATION OF RATIOS

    The reserve replacement ratio of 230 percent was calculated by
dividing the sum of changes to estimated proved crude oil, natural gas
and natural gas liquids reserves from revisions, improved recovery,
purchases, extensions and discoveries, and sales during 2005 by
production of 675 million BOE. The reserve replacement ratio of 100
percent was calculated by dividing the sum of the 2005 changes noted
above, excluding purchases and sales, by the 2005 production.

    CAUTIONARY STATEMENT FOR THE PURPOSES OF THE "SAFE HARBOR"
PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

    This press release contains forward-looking statements within the
meaning of the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements are
statements that contain projections about our revenues, income,
earnings and other financial items, our plans and objectives for the
future, future economic performance, or other projections or estimates
about our assumptions relating to these types of statements. These
statements usually relate to future events and anticipated revenues,
earnings, business strategies, competitive position or other aspects
of our operations or operating results. In many cases you can identify
forward-looking statements by terminology such as "anticipate,"
"estimate," "believe," "continue," "could," "intend," "may," "plan,"
"potential," "predict," "should," "will," "expect," "objective,"
"projection," "forecast," "goal," "guidance," "outlook," "effort,"
"target" and other similar words. However, the absence of these words
does not mean that the statements are not forward-looking. The
forward-looking statements are based on management's expectations,
estimates and projections about ConocoPhillips and the petroleum
industry in general on the date this statement was released. These
statements are not guarantees of future performance and involve
certain risks, uncertainties and assumptions that are difficult to
predict. Further, certain forward-looking statements are based on
assumptions as to future events that may not prove to be accurate.
Therefore, actual outcomes and results may differ materially from what
is expressed or forecast in such forward-looking statements. Economic,
business, competitive and regulatory factors that may affect
ConocoPhillips' business are generally as set forth in ConocoPhillips'
filings with the Securities and Exchange Commission (SEC).
ConocoPhillips is under no obligation (and expressly disclaims any
such obligation) to update or alter its forward-looking statements
whether as a result of new information, future events or otherwise.
    Cautionary Note to U.S. Investors -- The SEC permits oil and gas
companies, in their filings with the SEC, to disclose only proved
reserves that a company has demonstrated by actual production or
conclusive formation tests to be economically and legally producible
under existing economic and operating conditions. Production is
distinguished from oil and gas production because SEC regulations
define Syncrude as mining-related and not part of conventional oil and
natural gas reserves. We use certain terms in this release, such as
"the above excludes 0.3 billion barrels associated with the company's
Canadian Syncrude operations," that the SEC's guidelines strictly
prohibit us from including in filings with the SEC. U.S. investors are
urged to consider closely the disclosures in the company's periodic
filings with the SEC, available from the company at 600 North Dairy
Ashford Road, Houston, Texas 77079. This information can also be
obtained from the SEC by calling 1-800-SEC-0330.



    CONTACT: ConocoPhillips
             Laura Hopkins, 281-293-6030 (media)
             or
             Gary Russell, 212-207-1996 (investors)