Sec Form 4 Filing - CONOCOPHILLIPS @ Phillips 66 - 2012-04-30

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person CONOCOPHILLIPS 2. Issuer Name and Ticker or Trading Symbol Phillips 66 [ PSX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 600 N. DAIRY ASHFORD 3. Date of Earliest Transaction (MM/DD/YY) 04/30/2012 (Street) HOUSTON, TX77079 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 04/30/2012 J( 1 ) 625,272,202 A $ 0 625,272,302 D Common Stock 04/30/2012 J( 2 ) 625,272,302 D $ 0 0 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CONOCOPHILLIPS 600 N. DAIRY ASHFORD HOUSTON, TX77079 X Signatures Nathan P. Murphy, Assistant Secretary 05/02/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with the spin off of Phillips 66 by ConocoPhillips and pursuant to the terms and conditions of the Separation and Distribution Agreement by and between ConocoPhillips and Phillips 66 dated April 26, 2012 (the "Separation Agreement"), ConocoPhillips received 625,272,202 shares of Phillips 66 common stock which, when combined with the 100 shares held by ConocoPhillips prior thereto, equals the number of Phillips 66 shares of common stock distributed by ConocoPhillips in the Distribution, as such term is defined in the Separation Agreement. ( 2 )In connection with the spin off of Phillips 66 by ConocoPhillips and pursuant to the terms and conditions of the Separation Agreement, ConocoPhillips effected the Distribution, as such term is defined in the Separation Agreement, on April 30, 2012, and caused to be distributed to each holder of record of ConocoPhillips common stock as of April 16, 2012, the record date, by means of a pro-rata distribution, one share of Phillips 66 common stock for every two shares of ConocoPhillips common stock held of record by such holder as of the record date.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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