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 29, 2003

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

               Delaware                   000-49987          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










Item 7.  Financial Statements and Exhibits

(c)      Exhibits

         99.1    --  Press release issued by ConocoPhillips on October 29, 2003.

         99.2    --  Financial and operational tables.

         99.3    --  Supplemental financial information.

Item 12.  Results of Operations and Financial Condition

         On October 29, 2003, ConocoPhillips issued a press release announcing
the company's financial and operating results for the quarter ended September
30, 2003. 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 to this report and
incorporated by reference herein.





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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

October 29, 2003



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                                  EXHIBIT INDEX


Exhibit
No.           Description

99.1    --    Press release issued by ConocoPhillips on October 29, 2003.

99.2    --    Financial and operational tables.

99.3    --    Supplemental financial information.

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