COPConocoPhillips

We have conducted a limited review of your registration statement and have the following comment(s). Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.

Rest of the question

After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form S-4 filed June 25, 2024 Material U.S. Federal Income Tax Consequences of the Merger, page 112 We note that the tax opinions filed at Exhibits 8.1 and 8.2 express no opinion but state that the discussion set forth in the registration statement under the caption “Material U.S. Federal Income Tax Consequences of the Merger” is accurate in all material respects. Please revise your disclosure and have counsel revise their respective tax opinions to state clearly that the tax consequences discussed in this section are counsel’s opinion. A description of the law is not sufficient. Please also revise the registration statement to affirmatively describe the tax consequences of the Business Combination that will be, as opposed to what ConocoPhillips and Marathon Oil "intend." If there is uncertainty regarding the tax treatment of the transactions, counsel may issue a "should" or "more likely than not" opinion to make clear that the opinion is subject to a degree of uncertainty, and explain why it cannot give a firm opinion. See Item 601(b)(8) of Regulation S-K and refer to Section III of Staff Legal Bulletin No. 19. 1.

In response to the Staff’s comment, ConocoPhillips has filed, as Exhibits 8.1 and 8.2 to the Amended Registration Statement, revised tax opinions of Kirkland & Ellis LLP and Wachtell, Lipton, Rosen & Katz, respectively.

ConocoPhillips further respectfully advises the Staff that it has revised disclosures on pages 8, 23, and 114-115 of the Amended Registration Statement. Read in the reply ↗