SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.: 1)*
NAME OF ISSUER: ConocoPhillips
TITLE OF CLASS OF SECURITIES: Common Stock
CUSIP NUMBER: 20825C104
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT: December 31, 2003
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
(X) Rule 13d-1(b)
( ) Rule 13d-1(c)
( ) Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on the following page(s))
PAGE 1 OF 6 PAGES
13G
CUSIP No.: 20825C104
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vanguard Fiduciary Trust Company, in its capacity as trustee for
certain employee benefit plans
2. CHECK THE APPROPRIATE [LINE]IF A MEMBER OF A GROUP
Not Applicable A. B.
-
3. SEC USE ONLY
4. CITIZENSHIP OF PLACE OF ORGANIZATION
Pennsylvania
(For questions 5-8, report the number of shares beneficially owned by each
reporting person with:)
5. SOLE VOTING POWER
None
6. SHARED VOTING POWER
62,877,126 Shares
7. SOLE DISPOSITIVE POWER
None
8. SHARED DISPOSITIVE POWER
62,877,126 Shares
PAGE 2 OF 6 PAGES
13G
CUSIP No.: 20825C104
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
62,877,126 Shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.236%
12. TYPE OF REPORTING PERSON
BK
PAGE 3 OF 6 PAGES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
SCHEDULE 13G
UNDER THE SECURITIES ACT OF 1934
------------
Check the following [line] if a fee is being paid with this statement N/A
Item 1 (a) - Name of Issuer
ConocoPhillips
Item 1 (b) - Address of Issuer's Principal Executive Officers:
600 North Dairy Ashford Road, Houston, TX 77079
Item 2 (a) - Name of Person Filing:
Vanguard Fiduciary Trust Company, in its capacity as trustee for certain
employee benefit plans.
Item 2 (b) - Address of Principal Business Office or, if none, Residence:
500 Admiral Nelson Blvd.
Malvern, PA 19355
Item 2 (c) - Citizenship
Vanguard Fiduciary Trust Company is a trust company organized under the
laws of the Commonwealth of Pennsylvania.
Item 2 (d) - Title of Class of Securities
Common Stock
Item 2 (e) - CUSIP Number
20825C104
Item 3 - Type of Filing:
This statement is being filed pursuant to Rule 13d-1(b), or 13d-2(d), check
whether the person filing is a:
(b) X Bank as defined in Section 3(a)(6) of the Act.
PAGE 4 OF 6 PAGES
Item 4 - Ownership:
(a) Amount Beneficially Owned:
62,877,126 Shares
(b) Percent of Class:
9.236%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: None
(ii) shared power to vote or to direct the vote 62,877,126 Shares*
(iii) sole power to dispose or to direct the disposition of: None
(iv) shared power to dispose or to direct the disposition of: 62,877,126
Shares**
* Each participant holding shares of Common Stock in each of the Trusts
shall instruct the Trustee how to vote the shares of Company Stock
attributable to such participant's account, whether or not vested. The
Trustee, itself or by proxy, shall vote shares of Common Stock
attributable to such participants accounts in accordance with the
instruction of such participants. If, prior to any vote of
stockholders, the Trustee has not received instructions from such
participants with respect to any shares of Company Stock in their
accounts, the Trustee may vote such shares at such meeting in the same
proportion as the shares for which the Trustee has received timely
instructions, subject to applicable law.
** Shares of Common Stock in each of the Trusts are held in various
accounts, allocated by the source of contribution (employer, the
predecessor to the employer or the employee) and may be disposed of by
the Plan or the Trustee only in accordance with the terms of each of
the Trusts.
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
PAGE 5 OF 6 PAGES
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
DATE: JANUARY 29, 2004
VANGUARD FIDUCIARY TRUST COMPANY, AS TRUSTEE
for Certain employee benefit plans
BY:_________________________________________
NAME: Matthew Kogan
TITLE: Assistant Secretary
PAGE 6 OF 6 PAGES