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):  October 3, 2002


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


      Delaware                000-49987                  01-0562944
  (State or other            (Commission              (I.R.S. Employer
  jurisdiction of            File Number)            Identification No.)
   incorporation)


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


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






Item 5.  Other Events.

      On October 3, 2002, ConocoPhillips  issued a notice pursuant
to  Rule 135c under the Securities Act of  1933 with respect to  a
private  offering   of  $400 million  of 3.625%  Notes  due  2007,
$1 billion of 4.75% Notes due 2012 and $600 million of 5.90% Notes
due 2032 fully and  unconditionally guaranteed by its wholly owned
subsidiaries  Conoco Inc.  and Phillips Petroleum  Company.   Such
notice  is  filed as Exhibit 99.1 to  this Current Report  and  is
incorporated herein by reference.

       On  October  4,  2002,  ConocoPhillips   announced  certain
information about market and operating conditions  experienced  by
ConocoPhillips  during  the  third quarter  of  2002.   The  press
release issued by ConocoPhillips  is filed as Exhibit 99.2 to this
Current Report and is incorporated herein by reference.

Item 7.  Financial Statements and Exhibits.

  (c)  Exhibits

       99.1  - Press release issued by ConocoPhillips on
               October 3, 2002.

       99.2  - Press release issued by ConocoPhillips on
               October 4, 2002.






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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

Date:  October 7, 2002






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                          EXHIBIT INDEX


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

99.1  - Press release issued by ConocoPhillips on October 3, 2002.

99.2  - Press release issued by ConocoPhillips on October 4, 2002.












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