ConocoPhillips Company - s. 83

Headnote

Section 83 of the Securities Act -- Issuer hassix beneficial security holders, holding a de minimisnumber of securities, resident in Ontario -- Issuer deemed tohave ceased to be a reporting issuer.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am.,s. 83.

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, c. S.5, AS AMENDED(the Act)

AND

IN THE MATTER OF

CONOCOPHILLIPS COMPANY

(FORMERLY PHILLIPS PETROLEUMCOMPANY)

ORDER

(Section 83 of the Act)

UPON the application of ConocoPhillipsCompany (formerly Phillips Petroleum Company) (Phillips) tothe Ontario Securities Commission (the Commission) for an orderpursuant to Section 83 of the Act that Phillips be deemed tohave ceased to be a reporting issuer under the Act;

AND UPON considering the applicationand the recommendation of staff of the Commission;

AND UPON Phillips having representedto the Commission that:

1. Phillips is a Delaware corporation andits management and head office are located in Houston, Texas.

2. On August 30, 2002, ConocoPhillips, a Delawarecorporation, became the sole holder of shares of common stock,$1.25 par value of Phillips (the Phillips Shares) pursuantto a merger transaction under Delaware law, namely an Agreementand Plan of Merger dated as of November 18, 2001 under whichPhillips and Conoco Inc. combined their businesses by merginginto separate acquisition subsidiaries of ConocoPhillips and,among other things, each outstanding Phillips Share was convertedinto one share of common stock, $0.01 par value of ConocoPhillips(a ConocoPhillips Share).

3. Prior to August 30, 2002, the PhillipsShares were publicly-traded on the NYSE. Effective September3, 2002, the ConocoPhillips Shares were listed on the NYSE.

4. Phillips is a reporting issuer in Ontarioby reason of the Phillips Shares having previously been listedon the Toronto Stock Exchange (the TSX) on April 30, 1971.As the company whose existence continues following a statutorymerger procedure, Phillips continues to be a reporting issuerin Ontario.

5. Phillips is not a reporting issuer in anyother jurisdiction in Canada.

6. Phillips has not offered its securitiesfor sale in Canada, either by way of a public offering inaccordance with the prospectus requirement or privately inaccordance with an exemption from the prospectus requirement,for at least 15 years.

7. Effective June 27, 2002, the Phillips Shareswere voluntarily delisted from the TSX on the basis of a nearcomplete absence of any trading activity in Phillips Shareson the TSX and the availability of the NYSE as a liquid alternativemarket. None of the securities of Phillips are listed or quotedon any exchange or market in Canada.

8. Phillips is not in default of any requirementsof the Act or the rules and regulations made thereunder, exceptwith respect to the filing of interim financial statementsfor the nine-month period ended September 30, 2002.

9. As at the date hereof, the authorized capitalstock of Phillips consists of 100 shares of common stock,par value $0.01 per share (the Common Shares), of which 100are issued and outstanding and held by ConocoPhillips.

10. As at the date hereof, Phillips also hasoutstanding several classes of debt securities (collectively,the Debt Securities) registered on the New York Stock Exchange(the NYSE) pursuant to Section 12 of the United States SecuritiesExchange Act of 1934 (the 1934 Act).

11. Phillips has six (6) beneficial holdersof Debt Securities resident in Ontario and two (2) beneficialholders of Debt Securities resident elsewhere in Canada, representingapproximately 0.015% of the total principal amount of DebtSecurities that are outstanding.

12. Beneficial holders of Debt Securitiesresident in Ontario will have the ability to resell theirDebt Securities through the facilities of the NYSE withoutany resale restrictions under the Act.

13. Phillips is subject to the requirements,policies and rules of the NYSE and the 1934 Act.

14. ConocoPhillips has fully and unconditionallyguaranteed the payment obligations of Phillips with respectto the Debt Securities. As a result, U.S. federal securitieslegislation permits the presentation of condensed consolidatedfinancial information for Phillips instead of separate financialstatements, and generally exempts Phillips from the reportingrequirements of the 1934 Act. The condensed consolidated financialinformation for Phillips will be included in the financialstatements of ConocoPhillips.

15. The accommodation described in paragraph14 is consistent with regulatory precedent in Ontario regardingdisclosure requirements in respect of fully guaranteed debtsecurities issued by wholly-owned subsidiaries of the guarantor.

16. Each of Phillips and ConocoPhillips isa "U.S. issuer" within the meaning of National Instrument71-101 The Multijurisdictional Disclosure System.

17. Phillips will send to all holders of DebtSecurities, wherever resident, such disclosure documents asit may from time to time be required to send to United Statesresident holders of such Debt Securities under applicableU.S. federal securities legislation.

18. Other than the Common Shares held by ConocoPhillipsand the Debt Securities, Phillips has no securities, includingdebt securities, outstanding.

19. Phillips has no present intentions toseek public financing by way of an offering of its securitiesin Canada.

AND UPON the Commission being satisfiedthat to grant this order would not be prejudicial to the publicinterest;

IT IS HEREBY ORDERED pursuant to Section83 of the Act that Phillips is deemed to have ceased to be areporting issuer under the Act effective as of the date of thisorder.

May 20, 2003.