March 9, 2012

Mary L. Schapiro, Chairman Securities and Exchange Commission Division of Corporation Finance Office of Chief Counsel 100 F Street, N.E. Washington, D.C. 20549 By eMail To: shareholderproposals@sec.gov

Roger K. Parsons, Ph. D. 2520 K AVENUE, SUITE 700"739 GARLAND, TEXAS 75074-5342 TEL +1214.649.809 FAX + 1 972.295.2776 eMAIL staff@lran-Coooco-Affajc US WEB http' U!rnn-Coooco~Affajr LJS

OBJECTIONS TO SECURITIES REGISTRATION BY CONOCOPHILLIPS AND PHILLIPS 66

I write to object to the Securities and Exchange Commission (SEC) allowing the registration of the securities for Phillips 66 ("PSX'1 and ConocoPhillips ("COP'1 that are to be used in a Reverse Morris Trust ("RMT") spin-off transaction detailed in the November 14, 2011 Form 10, and the February 22,2012 Form S-3. Stripped of obfuscating legalese, this RMT transaction is

a scheme to concentrate COP's ripening toxic tort liabilities into a bankruptcy-bound PSX, and to concentrate COP's hoarded in-ground petroleum assets into a cash-rich post-spin-off COP ripe for takeover by private equity interests.

Informed by a careful reading of the COP and PSX filings, the anticipated spin-off transaction can be seen as a premeditated fraud against COP and prospective PSX shareholders. Neither COP nor PSX provides any accounting for what are predictable liabilities for toxic tort litigation arising from groundwater contamination by refineries and service stations for which PSX is indemnifying COP without benefit of COP's in-ground petroleum assets. Liabilities for toxic tort litigation are likely to be two orders of magnitude larger than the relatively small regulatory sanctions imposed by state and federal government agencies.1

If the SEC allows the issuance of COP and PSX securities to public markets, COP and PSX shareholders will be forced to use for-profit class-action lawyers to seek relief after the predictable damages from this fraud have accrued. Preemptive SEC attention to this matter will avoid wasteful litigation that only serves to enrich class-action lawyers in long-pending cases like that against Halliburton, Inc. (" HAL") under similar circumstances.2 By copy of this letter, COP directors are being notified of the predictable damages shareholders will suffer if they fail in their fiduciary duty to act in good faith on their knowledge of these matters.

1 A similar failure to accurately appraise COP's in-ground petroleum assets for shareholders lead the 1981 attempted hostile takeover of COP by Canadian bome Petroleum, Ltd. Dome Petroleum was provided inside information, not available to shareholders, by COP insiders about great disparity between the public share price and in-ground petroleum asset value of COP.

2 See The Archdiocese of Milwaukee Supporting Fund, Inc., et al II.. Halliburton Company, et at; USDC-TXND Case 3:02-cv-01152, pending before Judge Barbara M. G. Lynn. The case relates to the HAL's spin-off of D-II Industries that encapsulated HAL's asbestos toxic tort litigation liabilities into a company financed by HAL common stock substantially diluted HAL common stockholders equity.

Sincerely,

Roger K. Parsons

cc ConocoPhillips Directors

Richard L. Armitage President of Armitage International 2300 Clarendon Blvd, Suite 601 Arlington, Virginia 22201-3392 Facsimile: (703) 248-0166

Richard H. Auchinleck c/o Debra J. Poon, Senior Legal Counsel and Corporate Secretary

Enbridge Income Fund Holdings Incorporated 3000 Fifth Avenue Place 425 - 1 st Street S. W. Calgary, Alberta T2P 3L8 Canada Fax: (403) 231-3920

James E. Copeland, Jr. c/o General Counsel and Corporate Secretary

Equifax Incorporated 1550 Peachtree Street, N.W. Atlanta, Georgia 30309 Facsimile: (404) 885-8522 eMail: corpsec@equifax.com

Kenneth M. Duberstein Duberstein Group Incorporated 2100 Pennsylvania Ave Nw, #500 Washington, DC 20037 Facsimile: (202) 728-1123

Ruth R. Harkin c/o Senator Tom Harkin, Iowa

731 Hart Senate Office Building Washington , DC 20510 Facsimile: (202) 224-9369

Harold W. McGraw III The McGraw-Hili Companies, Inc. 1221 Avenue of the Americas New York, NY 10020-1095 Facsimile: (212) 512-3840

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James J. Mulva c/o Janet Langford Kelly, Corporate Secretary

Office of the ConocoPhiilips Corporate Secretary ConocoPhillips 600 North Dairy Ashford Houston, Texas 77079 Facsimile: (281) 293-4111

Robert A. Niblock Chairman and Chief Executive Officer of Lowe's Companies, Inc. 1000 Lowes Boulevard Mooresville, North Carolina 28117 Facsimile: (336) 658-4766

William K. Reilly President and Chief Executive Officer of Aqua International Partners 345 California Street, Floor 33 San Francisco, CA 94104-2639 Facsimile: (415) 743-1504

Victoria J. Tschinkel Chairwoman of 1000 Friends of Florida 308 North Monroe Street Tallahassee, FL 32301 Facsimile: (850) 222-1117

Kathryn C. Turner Chairperson and Chief Executive Officer of Standard Technology, Inc. Global Headquarters Accounting and Finance Division 191 Peachtree St NE, Suite 3975 Atlanta, Georgia 30303 Facsimile: (478) 322-0132

William E. Wade, Jr. c/o Janet Langford Kelly, Corporate Secretary

Office of the ConocoPhillips Corporate Secretary ConocoPhillips 600 North Dairy Ashford Houston, Texas 77079 Facsimile: (281) 293-4111

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