ConocoPhillips (COP) 8-K Entry into a Material Definitive Agreement

EXHIBIT 99.1

[ConocoPhillips Letterhead]

September 22, 2004

ConocoPhillips Board of Directors

ConocoPhillips

600 N. Dairy Ashford

Houston, Texas 77079

Dear Directors:

In accordance with my views of good corporate governance, which I know you share, it is my preference to serve as Chairman, Chief Executive Officer and President of ConocoPhillips effective October 1, 2004, without an employment agreement.

Consequently, I agree that the Employment Agreement dated November 18, 2001, between the company and me shall terminate as of October 1, 2004, with no further force or effect.

Sincerely,

/s/ James J. Mulva

James J. Mulva

Acknowledged and Agreed

ConocoPhillips

By:	/s/ Stephen F. Gates
	Stephen F. Gates, Senior Vice President and General Counsel
	under authority of the Board of Directors
	given September 22, 2004