Sec Form 4/A Filing - DUNHAM ARCHIE W @ CONOCOPHILLIPS - 2003-12-10

FORM 4/A 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 DUNHAM ARCHIE W 2. Issuer Name and Ticker or Trading Symbol CONOCOPHILLIPS [ COP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman (Last) (First) (Middle) 600 NORTH DAIRY ASHFORD 3. Date of Earliest Transaction (MM/DD/YY) 12/10/2003 (Street) HOUSTON, TX77079 4. If Amendment, Date Original Filed (MM/DD/YY) 12/12/2003 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 12/10/2003 M 22,754 A $ 20.5 94,666 D Common Stock 12/10/2003 F 22,754 D $ 59.91 71,912 D Common Stock 22,716 I See footnote ( 1 ) Common Stock 306 I By ConocoPhillips Savings Plan

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 Stock Options (right to buy) $ 20.5 12/10/2003 M 66,826 11/05/1998 03/03/2004 Common Stock ( 2 ) 66,826 $ 0 0 D Stock Units ( 3 ) 12/10/2003 M 44,072 ( 4 ) ( 4 ) Common Stock 44,072 $ 20.5 253,951 ( 5 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DUNHAM ARCHIE W 600 NORTH DAIRY ASHFORD HOUSTON, TX77079 X Chairman Signatures Michael A. Gist, Attorney-in-Fact (Power of Attorney filed with the Commission on 02/10/2004) 09/29/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares are held by Dunham Management Trust, a revocable grantor trust. ( 2 )The reporting person elected to defer receipt of 44,072 shares of common stock issuable upon exercise of his option, resulting in the accrual to his account of 44,072 stock units. ( 3 )1-for-1 ( 4 )The stock units become payable, at the election of the executive officer, upon the earlier of (i) retirement or (ii) a date in the future designated by the executive officer. ( 5 )This amendment is being filed to correct the number of stock units owned by the reporting person from 253,963 to 253,951 following the reported transaction . The difference was due to an error in calculation.

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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