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): July 28, 2004

                                 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 July 28, 2004.

         99.2    --   Financial and operational tables.

         99.3    --   Supplemental financial information.

Item 12.  Results of Operations and Financial Condition

     On July 28, 2004,  ConocoPhillips  issued a press  release  announcing  the
company's financial and operating results for the quarter ended June 30, 2004. 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

July 28, 2004

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                                  EXHIBIT INDEX


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

99.1    --    Press release issued by ConocoPhillips on July 28, 2004.

99.2    --    Financial and operational tables.

99.3    --    Supplemental financial information.




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