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 25, 2006

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

           Delaware                    001-32395               01-0562944
           --------                    ---------               ----------
(State or other jurisdiction of       (Commission           (I.R.S. Employer
        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:

[_]  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 October 25, 2006, ConocoPhillips issued a press release announcing
the company's financial and operating results for the quarter ended September
30, 2006. 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 a measure, "effective tax rate,"
that is not calculated in accordance with U.S. generally accepted accounting
principles (GAAP). We have included this non-GAAP financial measure because, in
management's opinion, excluding the third-quarter 2006 charge from United
Kingdom tax legislation and the second-quarter 2006 favorable impact from tax
legislation changes in Canada and Texas in calculating our effective tax rate is
a better indicator of the company's ongoing effective tax rate and is therefore
more useful in comparing the Company's effective tax rate with prior and future
periods.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

    99.1 --   Press release issued by ConocoPhillips on October 25, 2006.

    99.2 --   Financial and operational tables.

    99.3 --   Supplemental financial information.









                                   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

October 25, 2006





                                  EXHIBIT INDEX


Exhibit
No.           Description

99.1          Press release issued by ConocoPhillips on October 25, 2006.

99.2          Financial and operational tables.

99.3          Supplemental financial information.